Corporate Profile China Mengniu Dairy Company Limited (Stock Code: 2319) and its subsidiaries (the Group ) manufacture and distribute quality dairy products in China. It is one of the leading dairy product manufacturers in China, with MENGNIU as its core brand. The Group s diversified products range include liquid milk products, such as UHT milk, milk beverages and yogurt, ice cream and other dairy products such as milk powder. In December 2010, the Group s annual production capacity reached 6.50 million tons.

Contents China Mengniu Dairy Company Limited Annual Report 2010 Financial Highlights 2 Plant Map 4 Major Awards and Achievements 5 CEO s Statement 6 Management Discussion and Analysis 14 Directors and Senior Management 38 Corporate Governance Report 46 Report of the Directors 56 Corporate Information 67 Independent Auditors Report 69 Consolidated Income Statement 71 Consolidated Statement of Comprehensive Income 72 Consolidated Statement of Financial Position 73 Consolidated Statement of Changes in Equity 75 Consolidated Statement of Cash Flows 77 Statement of Financial Position 80 Notes to Financial Statements 81 Financial Summary 204

Financial Highlights 2010 2009 RMB 000 RMB 000 For the year ended 31 December Revenue 30,265,415 25,710,460 Net profit attributable to owners of the Company 1,237,273 1,115,799 Net cash flows from operating activities 2,485,117 2,131,571 Net cash balances 5,997,027 5,476,428 Basic earnings per share (RMB) 0.712 0.681 Proposed final dividend per share (RMB) 0.16 0.1413 The Group further optimised its product portfolio to consolidate the market share of its high-end products. The revenue during the year increased by 17.7% to RMB30,265.4 million as compared with 2009. Net profit attributable to owners of the Company was RMB1,237.3 million. 302.654 17.7% 12.373 The Group continuously expanded its production capacity and its aggregate annual production capacity reached 6.5 million tons in December 2010. 650 In the top 20 global dairy enterprises issued by Rabobank, the Netherlands, Mengniu s ranking jumped to 16th, reflecting that its corporate strengths have been recognised internationally. 20 16 In November 2010, Mengniu successfully acquired Shijiazhuang Junlebao Dairy Co., Ltd. (), the largest yogurt manufacturer in northern China. Through this acquisition, Mengniu created development synergies in terms of milk sources, markets and channels in specific competitive areas, commencing industry consolidation and further reinforcing the leading position of Mengniu in the national yogurt market.

Financial Highlights (Continued) 02-03 Revenue by Product Mix For the year ended 31 December RMB Million 35,000 Product Mix in Liquid Milk Segment For the year ended 31 December RMB Million 30,000 30,000 25,000 1.1% 10.5% 0.9% 10.3% 25,000 20,000 9.5% 10.2% 27.3% 20,000 15,000 10,000 88.4% 88.8% 15,000 10,000 28.1% 62.4% 62.5% 5,000 5,000 0 2009 2010 0 2009 2010 Liquid Milk Ice Cream Other Dairy Products UHT Milk UHT Milk Beverages Yogurt China Mengniu Dairy Company Limited Annual Report 2010

Plant Map 生產基地位置圖 Saibei Plant 塞北生產基地 Chabei Plant 察北生產基地 Shanyin Plant 山陰生產基地 Taiyuan Plant 太原生產基地 Helin (Hi-tech) Plant 和林 高科 生產基地 Helin (Headquarters) Plant 和林 總部 生產基地 Heilongjiang Qiqihaer Plant 黑龍江 齊齊哈爾生產基地 Baotou Plant Shangzhi Plant 尚志生產基地 包頭生產基地 Wulanhaote Plant 烏蘭浩特生產基地 Inner Mongolia Bameng Plant 巴盟生產基地 Tongliao (Keerqin) Plant 通遼 科爾沁 生產基地 內蒙古 Shenyang Plant Beijing 瀋陽生產基地 Liaoning 北京 Tangshan Plant 遼寧 Luannan Plant 唐山生產基地 Hebei Beijing Plant 河北 Baoding Plant 灤南生產基地 北京生產基地 保定生產基地 Shanxi 山西 Shijiazhuang (Junlebao) Plant 石家莊(君樂寶)生產基地 Shandong 山東 Shaanxi 陝西 Henan 泰安生產基地 焦作生產基地 河南 Ma anshan Plant Anhui Hubei 馬鞍山生產基地 安徽 湖北 Sichuan Taian Plant Jiaozuo Plant Zhejiang 四川 浙江 UHT milk and milk beverages UHT 奶及乳飲料 Guangdong 廣東 Yogurt Jinhua Plant 酸奶 金華生產基地 Qingyuan Plant 清遠生產基地 Baoji Plant 寶雞生產基地 Meishan Plant 眉山生產基地 Dangyang Plant 當陽生產基地 Wuhan Plant 武漢生產基地 Ice cream 冰淇淋 Other dairy product 其他乳製品

Major Awards and Achievements 04-05 Mengniu Products: Mengniu s Champion and Future Star were presented with the Innovative Products Award at the French International Food Fair (SIAL) Mengniu s Champion was presented with the International Food Industry Award by the International Union of Food Science and Technology The Group: Ranked 16th in the Report of Global Dairy Enterprises 2010 issued by Rabobank, the Netherlands Ranked 28th among Asia s Fab 50 Companies 2010 as compiled by Forbes, the only dairy enterprise in China on the roll, indicating Mengniu has the best brand value in China s dairy industry Presented with the Most-Watched Low Carbon Contribution Enterprise Award at the First Annual China Low Carbon Forum Garnered the Eco-China Contribution Award at the First Ecological China Forum Named as China s Outstanding Low Carbon and Energy Saving Enterprise at the International Forum on Innovation and Development of High-tech Enterprises of the 13th CHITEC SIAL 2010 201050 28 Mengniu Brand: Selected among the Top 500 Asian Brands for five consecutive years and ranked as the second largest dairy brand in Asia Selected among the Top 50 Most Valuable Chinese Brands 2010 by WPP, a world leader in marketing communications Mengniu dairy products ranked first, in both sales volume and sales value, among similar products in China in 2010, according to the China Industrial Information Issuing Centre, National Bureau of Statistics of China, the fifth time Mengniu has led this market category 500 WPP2010 50 2010 China Mengniu Dairy Company Limited Annual Report 2010

CEO S Statement Pursuit of Excellence in Quality Leading the Way to a Green Life Endeavor to Become One of the World s Top Ten Dairy Companies Yang Wenjun Chief Executive Officer I am pleased to present the annual results of China Mengniu Dairy Company Limited (the Company ) and its subsidiaries ( Mengniu or the Group ) for the year ended 31 December 2010 to our shareholders. In 2010, China s rapid and sustained economic growth created favourable conditions for the steady growth of its dairy industry. However, upsurges in prices of raw materials and intense market competition also put dairy corporations under enormous pressure. Under such a tough environment, we adopted various initiatives to alleviate market pressure and achieved satisfactory results. According to statistics of China Industrial Information Issuing Centre under China s National Bureau of Statistics, Mengniu s dairy products ranked first, in both sales volume and sales value, among similar products in China for five consecutive years from 2006 to 2010. Total revenue of the Group was RMB30,265.4 million for the year, representing a growth of 17.7%. Net profit attributable to owners of the Company increased to RMB1,237.3 million and basic earnings per share were RMB0.712. The Board of Directors of the Company (the Board of Directors ) recommended a final dividend payment of RMB0.16 per share for the year ended 31 December 2010. 2006-2010 302.654 17.7% 12.373 0.712 0.16

CEO S Statement (Continued) 06-07 Mengniu s sound performance in these challenging times was mainly attributable to the Group s advanced planning and decisive and effective measures. Through stringent cost control measures, we continued to streamline each source of costs and introduced cost saving proposals to reduce the cost burden. During the year, the Group carried out structural reform and merged horizontally similar departments though responsibilities and management mechanisms. Overall synergies to be created year-by-year will assist to reduce the costs of the Group. In addition, we identified new opportunities for business development and successfully acquired Shijiazhuang Junlebao Dairy Co., Ltd. ( ), the largest yogurt manufacturer in northern China. This competitor then became our partner to create development synergies in terms of milk sources, markets and channels in local competitive areas. The win-win cooperation brought consolidation in the industry, further reinforcing the leading position of Mengniu in the national yogurt market. Through ongoing optimisation of its product portfolio, the Group increased the proportion of high-end dairy products, and strengthened the market influence in various categories while maintaining steady growth of the Group s earnings, thereby boosting our position as a leading brand of China high-end dairy products. In particular, the Group s liquid milk segment maintained its competitive edge in the market with revenue increased by 18.2% to RMB26,871.8 million, accounting for 88.8% of the Group s revenue. Milk Deluxe (), as a mainstay high-end product, continued to rank first in terms of market share in the high-end milk market segment. The Group launched a new product Milk Deluxe Chunxian ( ), with phytosterol esters and food fibre, in addition to other existing products to cater for consumers pursuance of a healthy life. The well received and recognised Future Star Milk ( ) series was upgraded as a whole by adding DHA algal oil, and was expanded with three new products, Upgraded Wisdom ( ), Upgraded Vitality ( ) and Upgraded Youhu ( ), which catered for different stages of growth. Targeting female consumers, Mengniu also launched XinYangDao Zhenyang Milk (), which contains essences of food considered to be beneficial to blood circulation and skin beauty of females. These initiatives once again demonstrated Mengniu s emphasis on niche markets and care for the needs of different consumer groups. Featuring a high-end fashionable image, Fruit Milk Drink ( ) obtained three independent intellectual property patents during the 18.2%268.718 88.8% DHA China Mengniu Dairy Company Limited Annual Report 2010

CEO S Statement (Continued) year. Suan Suan Ru () series closely aligned its brand image with musical dreams through Mengniu Suan Suan Ru Music Dream Academy () and established one of the most influential charity platforms in China for teenage music fans to realise their dreams. Our market share therefore steadily expanded. Mengniu also vigorously developed the yogurt market. Following on the heels of Champion ( ), our high-end brand, becoming the first yogurt product of the Group to obtain national certification as a health-care product, Mengniu went ahead to develop the natural, pure and quality Inner Mongolia Old Yogurt ( ), which received an overwhelming market response together with Youyi C ( C), which is rich with probiotic lactobacillus casein. During the year, revenue from our ice cream products, with the three major brands, Sui Bian ( ), Ice+ ( +) and Mood for Green (), as mainstay products increased by 15.9% to RMB3,111.5 million, accounting for 10.3% of the Group s revenue. Revenue from other dairy products was RMB282.1 million, accounting for 0.9% of the Group s revenue. Catering for the taste preference of domestic consumers, the Group also conducted research and development ( R&D ) and innovations leading to the strategic promotion of three major product series, namely Family Breakfast Cheese (), Growth Cheese () and Soft Cheese () to further expand into the cheese market. C C + 15.9% 31.115 10.3% 2.821 0.9% Mengniu has always attached great importance to quality control, enhancement of milk sources and R&D capability, and has worked to ensure the quality edge and market adaptability of our products in each process. During the year, the Chinese Academy of Inspection and Quarantine ( ) and Mengniu co-established the Joint Dairy Products Laboratory () to collaboratively develop and study new methods for supervision and control of food safety, marking Mengniu s position at the forefront of the industry in respect of research on and practice of food safety control. Furthermore, factory laboratories of the Group in five locations were granted the qualification certificates in recognition of their national management and technology standard. In 2010, the Group further developed its milk source enhancement strategy by stepping up investment in the construction of the facilities in upstream and actively adopting the large-scale breeding model. In addition to the establishment of dairy farmers technology service centres ( ) for the provision of all-round services, including technical support for scientific breeding, prevention of and treatment for diseases, etc., to dairy farmers, the Group also planned its raw milk distribution centering on the concept of Farm in the Front and Factory at the Back () to increase the proportion of raw milk sourcing from scaled farms and ranches with advanced husbandry techniques to more than 70%, thus ensuring good quality for Mengniu s dairy products starting at the source. 70%

CEO S Statement t (Continued) 08-09 Mengniu has been committed to the introduction of internationally advanced technologies and has established overseas R&D and information stations in Paris (France), Geneva (Switzerland) and Tokyo (Japan). The scientific research project themed Development of Lactic Acid Bacteria and Fermentation Agents with Self-owned Intellectual Property Rights ( ) jointly conducted with the Harbin Institute of Technology also attained breakthrough progress. The project was evaluated by experts of the Chinese Institute of Food Science and Technology ( ) in Beijing. The committee unanimously agreed that the achievement has attained the international standard and was vital to the development of lactic acid bacteria and the production of patented fermentation agents in China. In line with the Government s requirements on economic transformation and environmental protection, Mengniu launched a new brand slogan High Quality for a Green Life () to redefine its determination towards product responsibility, public responsibility, practice and advocacy of a low-carbon lifestyle, and commitment to corporate responsibility as its mission. Taking the new brand slogan as a long-term objective, Mengniu is enhancing its production efficiency through continued application of energy saving and consumption reduction technologies. Internally, all waste water and other wastes generated in the course of production are to be recycled and reused to achieve zero emission. Mengniu also conveyed the Green concepts of low carbon and environmental protection to the public through China Mengniu Dairy Company Limited Annual Report 2010

CEO S Statement (Continued) promoting large-scale public environmental protection activities such as the campaign themed Ecological Movement Support China ( ), the online Carbon Test () and initiated the use of packaging materials which were certified by FSC in the industry. These activities served as good illustration of both its social responsibility and contribution to a green and low-carbon economy to boost brand image and product sales. FSC With its numerous green community campaigns, Mengniu garnered the award as the Most-Watched Low Carbon Contribution Enterprise ( ) at the First Annual China Low Carbon Forum ( ), China s Outstanding Low Carbon and Energy Saving Enterprise () at the International Forum on Innovation and Development of High-tech Enterprises of the 13th CHITEC () and the Eco- China Contribution Award () during the First Ecological China Forum () in 2010. These honours showcased its green achievements. Meanwhile, the Group spared no efforts on its longterm caring community campaigns and extended the Love Gifts Action ( ) to cover Guangai School in Beijing, Dabieshan School in Shanghai and Chaping Town School in An County, Mianyang City, Sichuan. Coupled with ongoing community campaigns included a donation for relief for drought in southwestern China and disaster relief for the earthquake in Yushu, our image as an enterprise concerned about social responsibility was further reinforced. Our brand image again gained wide recognition during the year. In the Report of Global Dairy Enterprises issued by Rabobank, the Netherlands, in June 2010, Mengniu s ranking further jumped from 19th last year to 16th this year. Mengniu was one of the Top 500 Asian Brands ( 500 ) for the fifth consecutive year, ranking 132nd in the list and the second among dairy enterprises in Asia. It also ranked as one of the Asia s Fab 50 Companies 2010 (201050 ) as compiled by Forbes, being the only dairy enterprise in China on the roll. In the meantime, Mengniu was ranked 20th among the Top 50 Most Valuable Chinese Brands 2010 (201050 ) published by WPP, a world leader in marketing communications. 19 16 500132 201050 WPP2010 50 20 In conclusion, we are proud of our achievements in 2010, as we managed to deliver remarkable results and marked a milestone in our history. The achievements were due to the concerted efforts of all Mengniu s staff in overcoming difficulties against the backdrop of various unfavourable conditions including an upsurge in raw material costs and intense industry competition during the past year.

CEO S Statement (Continued) 10-11 In 2011, the first year within Mengniu s second five-year plan, the Group will enter an entirely new stage of development. Aiming for inclusion among the World s Top 10 Dairy Companies ( 10 ) and internationalisation, the Group has formulated a clear business development strategy and a strategy to nurture core competencies. Passing through industry fluctuations in conjunction with the reformation of China s dairy industry in the past, Mengniu has long ago managed cohesion of the Group and overcome obstacles, which had led to its rapid emergence as a Chinese brand to be proud of and which will lead the Group towards the position of a world leading dairy brand in the future. The year 2011 is to be a meaningful year for the Group s development, as well as a year of hope for Mengniu. 10 On behalf of Mengniu, I would like to take this opportunity to express our heartfelt gratitude to all sectors of the society for their consistent support and affection. We will adhere to a serious and sincere work attitude and strengthen the capabilities of the Group to maximise returns for investors and shareholders. In addition, we will perform our responsibilities in a practical manner as an outstanding Chinese enterprise and contribute to the development of the China dairy industry and Chinese society as a whole. Yang Wenjun Chief Executive Officer Hong Kong, 31 March 2011 China Mengniu Dairy Company Limited Annual Report 2010

Mengniu s High-Intelligence Production Base has a total of 22 production lines with a daily processing capacity of 2,000 tons of fresh milk. 22 2,000

Daily production capacity 2,000 tons 2,000 tons

Management Discussion and Analysis Financial Review In the context of strengthening domestic consumption, the Group further optimised its product portfolio to consolidate the market share of its highend products, and implemented stringent cost control measures, as well as adjusted the selling prices of certain products to cope with market change. These and other initiatives together contributed to the satisfactory results of the Group. During the year under review, revenue of the Group amounted to RMB30,265.4 million, an increase of 17.7% as compared with RMB25,710.5 million in 2009. Net profit attributable to owners of the Company was RMB1,237.3 million (2009: RMB1,115.8 million). Basic earnings per share were RMB0.712 (2009: RMB0.681). Gross Profit During the year under review, the Group recorded a gross profit of RMB7,786.4 million, an increase of 13.6% as compared with RMB6,852.2 million in 2009. Despite the rising raw material prices as a result of growing inflation in China, the Group managed to control the overall gross profit margin for the year at 25.7% (2009: 26.7%), attributable to the increased portion of high-end products, optimisation of product portfolio, stringent cost control measures and adjustment on selling prices of certain products, which effectively offset the effects brought by the surge in raw material prices. Operating Expenses In 2010, as the scale of operation of the Group expanded, the operating expenses of the Group increased to RMB6,524.9 million (2009: RMB5,630.3 million). However, its percentage to the Group s revenue declined to 21.6% (2009: 21.9%) as a result of precise management and effective cost control. 302.654 257.10517.7% 12.37311.158 0.712 0.681 68.522 13.6%77.864 25.7% 26.7% 65.249 56.303 21.6% 21.9%

Management Discussion and Analysis (Continued) 14-15 Selling and distribution costs for the year accounted for 17.9% of the Group s revenue, down from 18.1% in 2009. The Group implemented specified marketing campaigns for its products and maximised the utilisation of marketing resources to ensure enhancement of the brand image of MENGNIU and market share of the Group whilst lowering related costs. The percentage of advertising and promotion expenses to the Group s revenue decreased from 10.3% in 2009 to 7.8% in the year under review. 18.1% 17.9% 10.3% 7.8% The percentage of administrative and other operating expenses to the Group s revenue was effectively lowered to 3.7% (2009: 3.8%), which was attributable to the Group s initiatives on internal structural reform and stringent control of related expenses. Profit from Operating Activities and Net Profit Attributable to Owners of the Company The Group s EBITDA for the year was RMB2,208.2 million (2009: RMB1,997.9 million). Although the Group was under cost pressure arising from the upsurge in raw material prices, EBITDA margin slightly adjusted to 7.3% (2009: 7.8%) through an upgrade of product portfolio and effective cost control measures. During the year under review, net profit attributable to owners of the Company was RMB1,237.3 million (2009: RMB1,115.8 million), and net profit margin attributable to owners of the Company for the year was 4.1% (2009: 4.3%). 3.7%3.8% EBITDA 22.08219.979 EBITDA7.3% 7.8% 12.37311.158 4.1% 4.3% China Mengniu Dairy Company Limited Annual Report 2010

Management Discussion and Analysis (Continued) Capital Structure, Liquidity and Financial Resources For the year ended 31 December 2010, the Group s net cash inflow from operating activities amounted to RMB2,485.1 million (2009: RMB2,131.6 million). Net cash balances (cash and bank balances net of total bank loans) reached RMB5,997 million as at 31 December 2010 (31 December 2009: RMB5,476.4 million), indicating the strong financial position and healthy cash flow of the Group. 24.851 21.316 59.97 54.764 As at 31 December 2010, the outstanding bank loans of the Group amounted to RMB700.8 million (31 December 2009: RMB673.6 million), of which RMB550.8 million (31 December 2009: RMB323.6 million) was repayable within one year and RMB150 million (31 December 2009: RMB350 million) was repayable beyond one year. The bank loans totalling RMB270.8 million (31 December 2009: RMB323.6 million) were fixed interest-bearing loans. 7.008 6.736 5.508 3.236 1.5 3.5 2.708 3.236 The total equity of the Group was RMB10,217.5 million as at 31 December 2010 (31 December 2009: RMB8,911.7 million), and the debt-to-equity ratio (total bank loans over total equity) of the Group was 6.9% (31 December 2009: 7.6%). 102.175 89.117 6.9% 7.6% For the year ended 31 December 2010, the Group s finance costs amounted to RMB45.2 million (2009: RMB61.15 million), representing approximately 0.1% of the Group s revenue (2009: 0.2%). 4,520 6,1150.1% 0.2%

Management Discussion and Analysis (Continued) 16-17 Market Review China s dairy companies pressed ahead amidst a market environment with opportunities and challenges abounding in 2010. Following a development theme of Adjusting Structure and Promoting Consumption, the Government aimed at vigorously boosting consumption demand and facilitating stable economic growth by speeding up urbanisation and expanding domestic consumption. Driven by the continuing increase in spending on food consumption and demand for quality consumption by Chinese people, the China dairy industry grew steadily in 2010. At the same time, the Government continued to strengthen safety control on the dairy industry. In 2010, 66 new national safety standards including those related to raw milk () were revised and re-promulgated and the Notice of Further Strengthening of Measures Regarding the Quality and Safety of Dairy Products ( ) and the Rules Governing the Review of Permission Granted for the Production of Dairy Products ( ) were promulgated to regulate the dairy market and accelerate industry consolidation. On the other hand, inflation in China with a rise in the consumer price index exceeded expectations, thus surging prices of raw milk and other raw materials had brought considerable cost pressures to bear on dairy companies. Meanwhile, as a result of industry competition, dairy companies sought to expand their foothold. Under the environment of high raw material prices and market competition, Mengniu implemented stringent cost control, optimised its product portfolio and adjusted selling prices to effectively alleviate the pressure arising from the soaring costs. The Group also carried out structural reform and formulated its five-year development plan to strengthen its leading position in the industry and lay a solid foundation for its future development. 66 China Mengniu Dairy Company Limited Annual Report 2010

Management Discussion and Analysis (Continued) Business Review Unique market insights and well-advanced development strategies were the keys to the Group s success in overcoming the tough situation across the dairy industry during the year. By implementing stringent cost control measures, Mengniu streamlined each source of costs and implemented cost improvement scheme within its various processes, ranging from raw materials, procurement, production, logistics, marketing and administrative management. The Group also introduced focused cost saving proposals and adjusted the selling prices of certain products timely to secure profitability. With reference to international enterprises, Mengniu carried out structural reform to reclassify business segments, adopt systematic responsibilities and management, facilitate exchange and cooperation between different departments and optimise resource allocation. Overall synergies to be created year-by-year will effectively reduce the costs of the Group. In line with the development strategy for high-end functional dairy products, whilst strengthening the enhancement of milk sources and enhancing product quality, the Group also forged ahead with the development and promotion of high value-added products and tapped market opportunities to add new growth drivers to the Group s business. In November 2010, the Group successfully acquired 51% equity interest in Shijiazhuang Junlebao Dairy Co., Ltd., the largest yogurt manufacturer in northern China, becoming its largest shareholder. Through this acquisition, Mengniu turned the competitor into its partner to create development synergies in terms of milk sources, markets and channels in local competitive areas. The win-win cooperation commenced industry consolidation and further reinforced the leading position of Mengniu in the national yogurt market. The acquisition is beneficial to the Group s overall planning and conducive to its long-term development. 51% Leveraging its advanced planning and timely and effective adjustment measures, Mengniu outperformed its peers amid intense competition and delivered outstanding results better than the average industry level during the year. According to statistics of China Industrial Information Issuing Centre under China s National Bureau of Statistics in 2010, market share of the Group s dairy products ranked first in terms of sales volume and sales value among similar products in China for the fifth consecutive year. Furthermore, according to monitoring statistics of Nielsen Company, the Group s liquid milk and yogurt both ranked first in terms of market share. The Group s leading position in the industry was demonstrably consolidated.

Management Discussion and Analysis (Continued) 18-19 Branding and Marketing In 2010, Mengniu launched its brand new image of High Quality for a Green Life (), demonstrating its determination towards becoming a green enterprise, offering green products and advocating green consumption. The Group also focused on the society and the future, contributing to the exploration of the low-carbon economic development model. As a brand of pastures, Mengniu is committed to extending its green source dependence on a green environment and performing its necessary responsibility and mission as a leading Chinese dairy enterprise. While organising various large-scale eco-activity campaigns in China, Mengniu also launched large-scale marketing campaigns for its mainstay products. Examples include a large-scale music talents cultivation programme Mengniu Suan Suan Ru Music Dream Academy ( ), the Cholesterol Health Dissemination Expert Seminar Tour ( ) aiming at dissemination of health knowledge and the Champion Technology Pavilion ( ) for promotion of the high-tech value of products at the Shanghai World Expo, to boost its product sales as well as enhance its brand reputation among consumers. Through a series of focused activities, the Group further enhanced its corporate brand image and became the only dairy product partner of the Boao Forum for Asia for the fifth time. In the top 20 global dairy enterprises issued by Rabobank, the Netherlands, in June 2010, Mengniu s ranking jumped to 16th, reflecting that its corporate strengths have been recognised internationally. Mengniu was one of the Top 500 Asian Brands ( 500 ) for the fifth consecutive year, ranking 132nd, up 41 places, in the list and the second among dairy brands in Asia. It was included as one of the Asia s Fab 50 Companies 2010 (201050 ) compiled by Forbes, the only dairy company in China on the roll, and ranked 20th in the Top 50 Most Valuable Chinese Brands 2010 (2010 50 ) published by WPP, a world leader in marketing communications, recognising its brand value. 20 16 500 41132 201050 WPP 2010 50 20 China Mengniu Dairy Company Limited Annual Report 2010

Management Discussion and Analysis (Continued) Products Catering for consumers in pursuit of a healthy life and quality products along with the enhancement of society standards, the Group stepped up its efforts on the enhancement of milk sources and upgraded the supply of raw milk fully guaranteeing quality products manufactured from superior grades of milk. Meanwhile, Mengniu also focused on market segmentation, product R&D, quality improvement and portfolio enhancement to meet the needs of the market. By offering consumers natural dairy products with premium quality and advocating the concept of green living, Mengniu led the market through innovations and the concept of healthy life. Liquid milk Revenue from the liquid milk segment amounted to RMB26,871.8 million, an increase of 18.2% as compared with RMB22,736.2 million in 2009, accounting for 88.8% (2009: 88.4%) of the revenue of the Group as its major income source. 268.718 227.36218.2% 88.8%88.4% UHT milk Revenue from UHT milk products grew by 18.3% to RMB16,790.4 million (2009: RMB14,196.2 million), accounting for 62.5% (2009: 62.4%) of liquid milk segment revenue. UHT UHT 18.3%167.904 141.962 62.5%62.4% The Future Star Milk ( ) series was upgraded by adding DHA algal oil through the application of advanced technologies. The Upgraded Wisdom ( ), Upgraded Vitality ( ) and Upgraded Youhu ( ) series were launched to cater for different stages of growth of children. Future Star Milk ( ) garnered numerous awards during the year, including the Innovative Product Award at the French International Food Fair (SIAL) ( SIAL ), the Monde Selection prize by the Belgian International Institute for Quality Selections, which is known as the Food Nobel Prize ( ), evidence of its remarkable success. Milk Deluxe () continued to be a mainstay high-end milk product, and under its product series, Milk Deluxe Chunxian ( ) was launched. With phytosterol esters and food fiber, it effectively balances the level of cholesterol in the human body, and enhances health, digestion and absorption. The product was well received by white-collar workers. Milk Deluxe () high-end product DHA SIAL Monde Selection

Management Discussion and Analysis (Continued) 20-21 series sponsored the On the Stage with Lang Lang, a Splendid Life with Milk Deluxe ( ), leveraging the outstanding musical achievements of Lang Lang and his image as an international elite to highlight the top brand image of the product. Currently, members of the Milk Deluxe Club ( ) reached 1.22 million, which gathered a social group with relatively greater influence and demand for high-end living quality. Mengniu launched XinYangDao Zhenyang Milk (), which was the first in China developed for improving blood circulation and skin beauty of females. The mid-range to high-end product tailor-made for female consumers has combined essences of donkey-skin, medlar and red jujube, considered to be beneficial to blood circulation. 122 Milk beverages Revenue from the milk beverages segment was RMB7,336.2 million (2009: RMB6,387.3 million), increased by 14.9% from last year, accounting for 27.3% (2009: 28.1%) of the liquid milk segment revenue. 73.362 63.873 14.9% 27.3%28.1% Mengniu continued to devote efforts on innovation and R&D. Featuring a high-end fashionable style, Fruit Milk Drink () obtained three independent intellectual property patents across the world, including one formula development patent and two production process patents, and has gained wide recognition in the market. The brand affinity of Suan Suan Ru () was strengthened by charity and through sponsorship of the Mengniu Suan Suan Ru Music Dream Academy ( ), and achieved market penetration aided by its positive brand image associates with Music, Dream and Charity. Its Fruit and Vegetable Suan Suan Ru ( ) contains a variety of nutritional elements to build a Pyramid of Nutrition () and supplement daily nutritional requirement for consumers pursuing health. Specially designed for children, Miao Miao Fruit and Vegetable ( ) focused on the two new tasty strawberry and pineapple flavours. Added with isomaltose ( ), the product is effective in aiding digestion. Not only does the product cater for children s demand for tasty beverages, but also helps children to ingest balanced nutrition and spur healthy growth. In addition, Mengniu launched a brand new series of Yiyou Te (), produced in plastic packages featuring vitamins and newly added special nutrients derived from quality milk (galactooligosaccharides, whey protein and milk minerals). This new product has further expanded the Group s product mix. China Mengniu Dairy Company Limited Annual Report 2010

Management Discussion and Analysis (Continued) Yogurt Revenue from the yogurt segment grew by 27.5% to RMB2,745.2 million (2009: RMB2,152.7 million), accounting for 10.2% (2009: 9.5%) of the liquid milk segment revenue. 27.5%27.452 21.52710.2% 9.5% Champion (), the bi-functional yogurt with a dominant position in the yogurt market, was honoured with the Innovative Products Award at the French International Food Fair (SIAL) ( SIAL ), the International Food Industry Award () presented by the International Union of Food Science and Technology ( ) and the Most Innovative Product Idea Award ( ) at the China International Health Brand Introduction Conference (). It was the first yogurt brand of Mengniu to obtain national certification as a health-care product and has enjoyed overwhelming favourable market response. Besides, Champion () spread consumers understanding and knowledge of its products and enhanced its image as the top yogurt brand through the Champion Technology Pavilion ( ) during the Shanghai World Expo period. The natural, pure and quality Inner Mongolia Old Yogurt ( ), produced with Mengniu s modernised technology to enhance its smooth and delicate texture, has become one of the best-selling yogurt products during the year. Youyi C ( C), which is rich with probiotic lactobacillus casein and fat-free, was well received by health-conscious consumers as it aids digestion. SIAL C C Ice cream Revenue of the ice cream segment amounted to RMB3,111.5 million (2009: RMB2,685.1 million), up 15.9% from last year, accounting for 10.3% (2009: 10.5%) of the revenue of the Group. 31.115 26.851 15.9% 10.3%10.5% By enriching product categories, strengthening the development of midrange to high-end products and expanding market coverage, its product sales grew continually. With Sui Bian ( ), Ice+ ( +) and Mood for Green () as the three major brands, Mengniu continued to enrich its product series. Sui Bian ( ) maintained its brand image of Ready-for- Change () and initiated the Endless Joy with One More ( ) campaign for a second time to stimulate the consumption market. It has launched the new Euro ( ) series with big chocolate chips + +

Management Discussion and Analysis (Continued) 22-23 added to bring an unique texture and a double taste to consumers. Ice+ ( +) launched Cranberry+Yogurt Flavor Bar (+ ), offering consumers with taste sensations for summer refreshment. Under the Mood for Green () brand, Lueshasha () was launched, which is an authentic flavour with green beans and cane sugar-free, satisfying health conscious consumers. + Other dairy products Revenue from other dairy products amounted to RMB282.1 million (2009: RMB289.2 million), accounting for 0.9% (2009: 1.1%) of the revenue of the Group. 2.821 2.8920.9% 1.1% For milk powder, ChaoJinzhuang ZhiJiayi ( ), a product of MENGNIU ARLA (), was launched with the amount of probiotics increased fourfold to provide sufficient nutrition for infants and improve their immune systems and their all-round development. In view of the growing demand for international branded milk powder in the market at present, Mengniu is poised to tap business opportunities through internal structure reform and rebranding. In addition, Mengniu has conducted market research during the year to gain a thorough understanding of market preferences. Tracing closely the trend of market development, the Chinese name of MENGNIU ARLA () was renamed as MENGNIU ARLA ( ) in December 2010 to focus on the high-end market. MENGNIU ARLA () is undergoing a comprehensive quality upgrade and is to be launched into the market with a brand new packaging, aiming to build a clear international brand image, embellishing the position of Mengniu s milk powder in the high-end market. In respect of cheese, the Group has continued its R&D to develop cheese products that are suitable for the taste of Chinese. Focusing on the promotion of three major product series, namely Family Breakfast Cheese (), Growth Cheese () and Soft Cheese (), the Group further enhanced its market penetration. In particular, the Growth Cheese ( ) series was Mengniu s focus in promotion. The Tour to Woolearn Academy ( ) campaign was organised to increase product exposure, deepen consumers knowledge of the product and capture the expanding market share of children s cheese. China Mengniu Dairy Company Limited Annual Report 2010

Management Discussion and Analysis (Continued) Quality Control In response to the further implementation of various national policies in the PRC to strengthen the supervision and evaluation of the safety of dairy products, the Group adhered to its serious attitude towards quality control at every stage of its production process. Efforts have been made to enhance the testing level and supervision over food safety. On the basis of the certifications already obtained for its quality control, environmental management, occupational health and safety management as well as food safety management, the Group continued to embark upon its implementation of GMP for dairy products production, obtaining GMP certification for seven of its production plants. The Group s five laboratories in Beijing, Jiaozuo, Ma anshan, Wuhan and Shenyang also passed evaluation earning qualification certificates, providing a sound guarantee for the Group s technological advancement in daily inspection of its products. To actively foster external cooperation in respect of laboratory testing projects, the Group collaborated with the Chinese Academy of Inspection and Quarantine () to establish a Joint Dairy Products Laboratory (), to jointly engage in the R&D of new methods for supervising and testing food safety. To strengthen its control over suppliers quality and ensure the quality and safety of the raw materials, the Group has also established a supplier quality management department to engage in regular guidance work in evaluating its suppliers. Production and Operations During the year, the Group continued to strive to expand production capacity. The aggregate annual production capacity increased to 6.5 million tons in December 2010 (2009: 5.76 million tons). GMP GMP 650 576 By introducing technologically advanced production facilities including a fully automated high-speed injection machine () and fully automated packaging machines ( ) from France and Italy, the Group s per-capita production capacity and production rate of labour had been effectively boosted. Working around the idea of selling to where it is produced, the Group has established additional liquid milk production bases in northeastern China and more milk beverages production bases in southern China as well, in accordance with the regional diversification of the raw milk supply and market demand. Plant facilities were deployed for the second time, by enhancing the utilisation of its facilities and achieving the matching of production and sales, so that allocation of resources can be optimised. Further, in constructing new production plants, the Group paid special attention to the use of energy-saving equipment to reduce its operating costs.

Management Discussion and Analysis (Continued) 24-25 The reform of the Group s internal structure has contributed to the integration of the existing production units under the Group which had previously been running quite separately. This move has created favorable conditions for the sharing of resources and cost saving. In addition, asset enhancement projects have been initiated, which have involved the handling of idle equipment and slow-moving components in operations by way of redeployment, re-sale or disposal. Meanwhile, an operating costs reduction project was put under trial run by the High Tech Department of the Group which aimed at reducing operating costs and enhancing the level of operational management. The project has delivered a promising initial performance and is planned to be promoted to various production regions under the Group. Enhancement of Milk Sources The enhancement of milk sources is taken by Mengniu as the key to being a leader in the industry. For years, the Group has been putting in continuous efforts in building up a pool of milk sources, stressing the modernisation of raw milk production and the tracking of such milk sources, which would secure the production of safe and reliable dairy products. During the year, the Group invested more than RMB700 million in enhancing these milk sources and supporting their production. This included providing of OCR 7 China Mengniu Dairy Company Limited Annual Report 2010

Management Discussion and Analysis (Continued) entrusted loans, prepaying for raw milk, investing in large scaled ranches and constructing in modernised ranches facilities. These ranches are all equipped with standardised and professional equipment and encouraged to apply modern cattle raising technology, creating favorable conditions for the provision of stable raw milk production and quality, and further raising the proportion of milk sources provided by ranches and scaled farms to more than 70% in 2010, well above the industry level. In addition, the Group has extended its reach to dairy farmers for providing technical services, establishing dairy farm technology service centres to provide allround services to milk farmers who could learn scientific techniques in cattle raising and in disease prevention and treatment. The Group also provided instruction in actively enhancing the level of supervision of the safety of fodder and drugs, monitoring the use of cleansing equipment by milk farmers and the inspection of cattle s health, adjusting and reducing the transportation time of milk-carriers for enhancing freshness of raw milk, all with a view to fully securing the good quality of Mengniu s dairy products at the upstream links of the production chain. R&D Achievements The Group has been stressing the importance of investing in R&D. This investment has given rise to the continuous increase in the technological level of the Group and kept the Group in a leading position well ahead of its peers. During the year, Mengniu set up its overseas R&D station in Paris and overseas information stations in Geneva and Tokyo, for closer connection with the latest development trends of global technology and timely introduction of internationally leading technology. Meanwhile, Mengniu has also strengthened its independent innovation and R&D capability, and has been approved by the PRC s Ministry of Human Resources and Social Security for establishing a post-doctoral scientific research centre. Adding to that is the Group s breakthrough development in its joint scientific research project with Harbin Institute of Technology on Development of Lactic Acid Bacteria and Fermentation Agents with Self-owned Intellectual Property Rights (). The project was evaluated by experts of the Chinese Institute of Food Science and Technology ( ) that the achievement was vital to the development of lactic acid bacteria for domestic dairy enterprises. This achievement is also a boon to the Group in its R&D of yogurt products which are better suited to the body features of Chinese. As at 31 December 2010, Mengniu has, on a cumulative basis, submitted 1,012 patent applications and obtained patents in respect of 750 items, out of which 88 patents were applied for and 83 patents were obtained during the year. The fruitful technological achievements have been widely deployed in the development of products and have provided the wherewithal for maintaining the leading market position of Mengniu in technological advancement. 70% 1,012 75088 83

Management Discussion and Analysis (Continued) 26-27 Environmental Protection The Group has taken numerous actions in support of a green and lowcarbon economy by paying attention to various aspects of resources protection and bringing awareness of environmental protection to every detailed aspect of the Group as part of its commitment to promoting the green concept to the community as a whole. In its production operation, the Group implemented energy-saving and emission-reduction measures in each of its systems, including wise use of electricity, the renovation of equipment for reducing energy consumption, the adoption of recycling of cold/hot water in its self-built ranches, which effectively improved the utilisation of resources. Other environmentallyfriendly projects include methane power generation, sewage treatment, and turning abandoned mountains to green areas as part of its production process. Mengniu became the first dairy enterprise in the PRC to engage in carbon auditing for the full range of its production processes, in the hope of creating new approaches to the low-carbon development of the industry. In respect of brand building, the Group closely linked its corporate image to the concept of a green lifestyle and advocated the community s general recognition of environmental awareness. The Group is committed to involving all citizens in the PRC to let the Eco-China dream come true. During the year, the Group initiated 90 large-scale ecological experience activities Ecological Movement Support China ( ) in 30 cities across the PRC, and launched an online Carbon Test () in collaboration with cooperation partners on the network, to let consumers 30 90 China Mengniu Dairy Company Limited Annual Report 2010

Management Discussion and Analysis (Continued) from different localities to easily calculate their own carbon footprints. Advocating the formation of a green ecological production chain in the dairy industry, Mengniu became a pioneer in the industry in using packaging materials which were certified by FSC. The Group has also successfully kicked off a package recycling activity in Shanghai under the slogan of Press it Flat after Drinking and Support the Recycling of Milk Cartons ( ). In addition, Mengniu also initiated a three-year Low-Carbon Enterprise Responsibility Programme () in cooperation with about 10 industry leaders such as Lenovo, Haier Group and Sohu, to harness the power of the pioneers from various sectors and jointly fostered the implementation and development of a low-carbon economy of the PRC. FSC During the year, leveraging its efforts in low-carbon economy and its longterm green charitable deeds which have been widely applauded by the community, Mengniu was recognised as the Most-Watched Low Carbon Contribution Enterprise ( ) at the First Annual China Low Carbon Forum ( ), the most authoritative and highest-ranking low-carbon forum in the PRC. Further, it was recognised as China s Outstanding Low Carbon and Energy Saving Enterprise () at the International Forum on Innovation and Development of the High-tech Enterprises of the 13th CHITEC (). It was also granted an Eco-China Contribution Award () at the First Ecological China Forum (), becoming a widely recognised ecological pioneer. Social Responsibilities The Group strongly believes that an enterprise which benefits from the community shall also contribute to the community, so it cares about social issues and participates in charitable activities all the way. During the year, Mengniu extended its Love Gifts Action, joining hands with The Foundation for Children and Teenagers () and China Milk Caring Fund () to bring the love of millions of netizens to children and promote good health and good fortune through campaigns such as the New Year s Love Gifts for Beijing Guangai School, Love Gifts Scheme for Shanghai Dabieshan Elementary School, and Wenchuan s Wishes in Chapingxiang Elementary School in An County, Mianyang City,

Management Discussion and Analysis (Continued) 28-29 Sichuan Province. Mengniu has been actively and continuously participating in various charitable deeds including the donation campaign for drought relief in southwestern China, the disaster rescue action in Yushu after the earthquake, the Mengniu Lets Your Dream Come True campaign which attempted to locate lost parents of 3,000 orphans, the donation in collaboration with the General Administration of Sport of China for helping Hulunbeier Elementary School, the visit to the Shanghai Expo Security Guard Teams, and the visit to Xichang Satellite Launch Centre, contributing to the community. Joint Ventures and Alliances During the year, the Group continued to explore cooperation with topnotch enterprises in different industries for exploring complementary resources advantage for supporting our development. Mengniu has forged an alliance with China Modern Dairy Holdings Ltd. ( China Modern Dairy ), the largest cattle-raising company and raw milk producer in the PRC, for priority supply. Under this arrangement, Mengniu has the priority to purchase most of the raw milk of China Modern Dairy for the next six years, laying a solid foundation for securing a reliable and safe milk supply source. Mengniu s milks also passed a stringent investigation by the Office of Lunar Exploration Program of the PRC ( ) and has become the only designated dairy product for the Lunar Exploration Program. It has been providing products exclusively for China s Space Programme for eight successive years. In addition, Mengniu once again became the exclusive milk products for all of the athletes under the General Administration of Sport of China in their preparation for the Olympic Games, and once again engaged in official cooperation with NBA China. In addition, it was the sole dairy product cooperation partner in the Boao Forum for Asia for the fifth time. NBA China Mengniu Dairy Company Limited Annual Report 2010

Management Discussion and Analysis (Continued) Human Resources As at 31 December 2010, the Group had approximately 21,500 employees in Mainland China and Hong Kong. Total staff costs for the year, excluding directors remuneration, were approximately RMB1,556.9 million (2009: RMB1,317.3 million). 21,500 15.569 13.173 In 2010, the Group was in full gear in kicking off its employment qualification system and clarifying with employees a behavioral code of conduct and necessary knowledge and skills in their workplace. This served to enhance their business operating capability, enabling the Group to provide personalised training to its employees, identifying the employee s potential and achieving the rational deployment of human resources. Other efforts included ongoing development of pre-job orientation and on-the-job training to staff members and arranging tests of the professional knowledge for enhancing their business skills and expertise. The human resources centre also enlisted overseas experts and specialists in the dairy industry to instruct its six divisions responsible for R&D, sales and marketing, strategy formulation, legal affairs, international business and investment to bolster the overall strategic planning and operational needs of the Group, thereby facilitating the smooth operation of the Group. Prospects 2011 will be a year of good prospects as well as a year of change for the dairy industry in China. It is therefore vital for an enterprise to do its best and be flexible in facing the challenges. At present, the dairy industry has resumed the steady growth rate of around 10%. The relatively low level of liquid milk consumption per capita in China compared with the international standard, increasing urbanisation, the growth of residents incomes in urban and rural areas, and the continuous rise in consumption, are all favorable factors to boost future demand for dairy products. Under the 12th Five-Year Plan starting in 2011, it has been proposed to implement a strategy of expanding domestic demand and fostering the modernisation of the agricultural sector, which are favorable conditions for the future development of the industry. Mengniu is a pioneer in proposing a strategy of green development, creating a green industry chain and initiating a low-carbon economy, which is in line with China s policy direction of expediting the construction of a resources-conservation society and bolstering the country s environmental protection during the 12th Five-Year Plan period. 10%

Management Discussion and Analysis (Continued) 30-31 During the year, the PRC Government rolled out the Rules Governing the Review of Permission Granted for the Production of Dairy Products ( ), which requires those enterprises without production permits to exit from the dairy market. The increasingly stringent policy of the PRC towards the supervision of food safety in the dairy industry has provided a healthy industry environment for the development of dairy enterprises. It can also inspire consumer confidence in branded products. As an industry leader, the Group will engage in its strategic deployment from the long-term perspectives of the enterprise as well as the industry and formulate the five-year development plan of Mengniu, with the goal of becoming one of the world s top ten dairy companies. In order to realise this strategic vision, Mengniu will in the future focus on five aspects namely enhancement of milk sources, product portfolio, R&D capability, management system and brand building, via which it is envisaged to enhance the competitive strengths of the Group and lead the dairy industry of the PRC to enter a new stage of development. 10 China Mengniu Dairy Company Limited Annual Report 2010

Management Discussion and Analysis (Continued) I. Enhancement of Milk Sources Further Implement the Group s Strategy of Standardising Ranches and Enhancing the Management of Milk Sources Renders, to Build Its Advantage in Milk Sources As a Core Competitive Edge for Future Development To ensure product quality in upstream, on the basis of the enhancement of milk sources, the Group will continue its strategy of ranches standardisation by building its own ranches facilities and investing in ranch areas, aiming to further increase the proportion of ranch and scaled farm milk sources. Currently, the Group is already in full control of the quality-related process of its raw milk sources and the proportion of the milk source from ranches to total milk source is far higher than the industry average. In the fiercely competitive dairy market, milk sources, which are closely related to product quality, represent the core competence of an enterprise. Therefore the Group will consolidate the advantage of its already-existing milk sources and continue to step up efforts in the exploration of milk sources as well as further expand its modern ranch construction through various measures, thereby promoting an advanced approach to cattle raising and contributing to the modernised raw milk production of the PRC s dairy industry. II. Product Portfolio Continue to Optimise Product Portfolio, Increase the Proportion of High-end Products, and Enrich its Product Line with Market Segmentation Under the rapid growth of the consumption level of the Chinese society and the significant upgrade of consumption demand, high quality and functionality of dairy products will become the focus of the market in future. On the foundation of established leading position in UHT milk, yogurt and ice cream markets, Mengniu will continue to strengthen its influence and maintain its market leadership. For high-end products, Mengniu will continue to focus on different niche demographic markets, especially children and the elderly segments which have vast growth potential, to develop functional products with high added value. The Group will optimise its product portfolio and enhance profitability, as well as consolidate its market leading position by improving innovative quality, in order to solidify its image as a high-end brand. Mengniu will keep itself abreast of market trends and proactively explore and identify market demand. It will keep on delivering new and diversified products in response to the increasingly high-quality and healthy lifestyle of the consumers in the PRC...

Management Discussion and Analysis (Continued) 32-33 III. R & D Capability Introduce Advanced International Technology, Enhance Internal R&D Capability and Ensure a Leading Position in Technological Advance R&D capability represents a momentum to drive the sound development of an enterprise. As a leader in the Chinese dairy industry, Mengniu is committed to cultivating its R&D capability in the dairy industry which is considered domestically as a leader and internationally as top-notch. Accordingly, the Group will continue to establish additional overseas R&D stations and strengthen its management over overseas information stations. It shall cooperate with internationally leading R&D teams, forging strong collaboration and shall keep itself abreast of development trends within the industry and advanced technology around the world. It shall leverage overseas technological advances to drive the improvement of the core competence of the enterprise and bring the Group s R&D capability to an internationally leading level. In addition, the Group also attaches importance to the research of fundamental technology and the enhancement of internal R&D capability, so as to lay the foundation for its R&D innovation and guide the overall development of the industry via enhancing its own internal technological capability.. China Mengniu Dairy Company Limited Annual Report 2010

Management Discussion and Analysis (Continued) IV. Management System Foster Organisational Reform, Solidify Employment Qualification System and Emphasise Precise Management In the course of growth and development, Mengniu attaches great importance to its people and has continuously reformed its internal system for enhancing management level and laying the solid foundation for an enterprise to last a century. In 2010, Mengniu completed the initial reform of its organisational structure and will, on an orderly basis in the future, continue to implement reform, so as to achieve synergies among the systems upon integration. For the employment qualification system which is already in place, its functions will also be solidified and put into practice, in order to secure specialised development of staff and thus a solid human resources platform to support the development of the Group. Mengniu will also continue to enhance the level of its precise management as one of its focal points, and shall streamline its production, procurement, operation, marketing and R&D. It shall enhance its standardised management approach and stringently administer according to the standards applicable to an internationally advanced dairy enterprise. It will apply these standards to the areas of ranch construction and quality inspection, ensuring that its internal system can be aligned with the development scale of Mengniu as a leading dairy enterprise in the PRC and fully safeguard the system upon which the future development of the Group will be based..

Management Discussion and Analysis (Continued) 34-35 V. Brand Building Work around High Quality for a Green Life, Advocate its Low-carbon Initiative and Build its International Brand Image Fulfilling Social Responsibility With the increasing concern about environmental protection around the world, green and ecology will be the key focuses for the future economic development, and also an important signpost guiding the economic transformation of the PRC under the country s 12th Five-Year Plan. The concept of High Quality for a Green Life articulated by Mengniu will also be a theme throughout the course of the Group s development in the next few years. The Group shall fully comprehend and analyse the concept and adhere to its green strategy. It will build a brand image of caring for the society and caring for the environment, with an aim to become one of the top five most valuable and most influential brands within the fast moving consumer goods industry in the PRC. Mengniu will not only upgrade its product level, but also insist on natural and ecological good quality. Embracing a strong sense of social responsibility, it shall take action for achieving low-carbon economy by saving energy and reducing emissions in its production process and promote environmental protection in its marketing activities. It shall commit itself towards leading the PRC s development of ecological awareness among all citizens, bringing the growth of Mengniu in tandem with social development, achieving positive brand equity and resulting in a win-win situation of both the enterprise and the society.. Mengniu is fully confident of the future, given the vast potential of growth in the dairy product consumption market in the PRC. In response to market development trends, the Group s efforts will centre around its five-year plan and adhere to reform and innovation, enhance its management level, and foster the further international development, striving to become one of the world s top ten dairy companies. 10 China Mengniu Dairy Company Limited Annual Report 2010

In 2010 Ecological Movement Support China covered 30 Cities Corporate social responsibility has been one of our core values, endeavoring to benefit society and advance the overall development of China.

Directors and Senior Management Executive Directors Mr. Yang Wenjun, aged 44, is the Chief Executive Officer ( CEO ) of the Company and Inner Mongolia Mengniu Dairy (Group) Company Limited ( Inner Mongolia Mengniu ) and one of the founders of Inner Mongolia Mengniu. Mr. Yang graduated from Inner Mongolia Light Industry Institute and holds a Master s degree from Inner Mongolia Agricultural University. Mr. Yang has over 20 years of management experience in the large-scale dairy products industry and extensive experience in production management and sales and marketing of dairy products. Mr. Yang was elected as one of the World Economy s Top 10 Outstanding Chinese Professional Managers by the Professional System Assessment Committee of the appraisal system of World Chinese Economy (WCE) at the Annual Conference for Investment and Financing in Asia Pacific in 2008, and as one of the China s Top 10 Celebrities for Industry Leaders and Tenth Session of Top 10 Celebrities for China s Reform Programme in 2010. Mr. Yang currently serves as the Deputy Chairman of the Dairy Association of China. 44 (WCE) Mr. Bai Ying, aged 40, is an executive Director of the Company and a Vice President in Operation of Inner Mongolia Mengniu. Mr. Bai graduated with a Master s degree from Inner Mongolia Agricultural University and holds a Master of Business Administration degree from China Europe International Business School. Mr. Bai was the Vice President of Inner Mongolia Mengniu and the general manager of UHT milk division of Inner Mongolia Mengniu. He has been working in the dairy products industry for almost 20 years and has extensive experience and advanced management concepts in the dairy industry. In 2010, Mr. Bai was elected as Advanced Staff of Hohhot and Inner Mongolia Autonomous Region Labour Model for the second time. 40 Mr. Wu Jingshui, aged 45, is the Chief Financial Officer of the Company and a Vice President in Finance of Inner Mongolia Mengniu. Mr. Wu graduated from Inner Mongolia Light Industry Institute majoring in industrial enterprise financial accounting and holds a Master s degree from Inner Mongolia Agricultural University and a Master of Business Administration degree from China Europe International Business School. He also holds a senior accountant qualification. Before being appointed as the Vice President in Finance of Inner Mongolia Mengniu in April 2008, Mr. Wu served as the Chief Financial Officer of liquid milk division and the Chief Financial Officer of Inner Mongolia Mengniu, and has extensive experience in financial management. In 2010, Mr. Wu was honoured as a Labour Model (Advanced Staff) of Hohhot. 45

Directors and Senior Management (Continued) 38-39 Mr. Ding Sheng, aged 43, is an executive Director of the Company and a Vice President in Sales and Marketing of Inner Mongolia Mengniu. Mr. Ding graduated from Inner Mongolia Light Industry Institute majoring in dairy products techniques and is a senior engineer. During his work, he pursued studies in Inner Mongolia University and Nankai University majoring in economics and management and business administration. Mr. Ding joined Inner Mongolia Mengniu in 2003. He served as a Vice President and the general manager of yogurt division of Inner Mongolia Mengniu and has extensive management and sales and marketing experience in the dairy industry. Mr. Ding was elected as a Labour Model (Advanced Staff) of Inner Mongolia Autonomous Region in 2010. Mr. Ding currently serves as a member of the Chinese Institute of Food Science and Technology and the vice chairman of the lactic acid bacteria branch of the Chinese Institute of Food Science and Technology. 43 Non-Executive Directors Mr. Niu Gensheng, aged 53, is Chairman of the Board of Directors of the Company and is one of the founders of Inner Mongolia Mengniu. Mr. Niu graduated from Inner Mongolia University with a degree in Administration and Management and obtained a Master s degree in Enterprise Management at the Chinese Academy of Social Sciences Graduate School. With his extensive experience and insights in China s dairy industry, Mr. Niu receives high reputation in the industry. In 2007, Mr. Niu was elected as one of China s Most Influential Business Leaders for the fifth consecutive year, and was honored the 2007 Hong Kong Bauhinia Award. Mr. Niu is devoted to charity. He was among China s Top 10 Philanthropists guided and published by the Ministry of Civil Affairs of the People s Republic of China in 2007 and ranked third in the 2007 Hurun Top 10 for Charity, and received the first and only Lifetime Achievement in Philanthropy Award presented by the China Philanthropists List in 2010. Mr. Niu currently serves as the Deputy chairman of the Second China National Committee of International Dairy Federation and also an independent non-executive director of Alibaba.com Limited, a company listed in Hong Kong and an independent director of Shanghai Metersbonwe Fashion & Accessories Company, a company listed in Shenzhen. 53 (IDF) China Mengniu Dairy Company Limited Annual Report 2010

Directors and Senior Management (Continued) Mr. Ning Gaoning, aged 52, was appointed as a non-executive Director and the Vice-Chairman of the Board of Directors of the Company with effect from August 2009. Mr. Ning is currently the chairman of COFCO Corporation and COFCO (Hong Kong) Limited, an executive director and chairman of China Foods Limited, a company listed in Hong Kong, a nonexecutive director and chairman of China Agri-Industries Holdings Limited, a company listed in Hong Kong, a non-executive director of CPMC Holdings Limited, a company listed in Hong Kong, and an independent director of Huayuan Property Co., Ltd., a company listed in Shanghai. Mr. Ning is also a director of BOC International Holdings Limited. Mr. Ning was a nonexecutive director of Lippo China Resources Limited, a company listed in Hong Kong, from December 1998 to August 2009 and a director of Smithfield Foods, Inc., a company listed in New York, from 27 August 2008 to 2 March 2011. Before joining COFCO Corporation, Mr. Ning held various positions such as vice-chairman, director and general manager of China Resources (Holdings) Company Limited. Mr. Ning has over 20 years of experience in corporate management, investment and corporate finance, business restructurings and governmental relations. Mr. Ning graduated from Shandong University in China with a Bachelor s degree in Economics and from the University of Pittsburgh in the United States with a Master of Business Administration degree in Finance. 52 Smithfield Foods, Inc. Mr. Jiao Shuge (alias Jiao Zhen), aged 45, is a Vice-Chairman of the Board of Directors of the Company. Mr. Jiao joined the Group in September 2002 and is currently a director of CDH China Fund, L.P.. Mr. Jiao received a Bachelor s degree in Mathematics from Shandong University and a Master s degree in Engineering from the Ministry of Aeronautics and Astronautics. Currently, Mr. Jiao also serves as a non-executive director of China Yurun Food Group Limited and China Shanshui Cement Group Limited, both companies listed in Hong Kong and a director of Joyoung Company Limited, a company listed in Shenzhen. 45 CDH China Fund, L.P. Mr. Julian Juul Wolhardt, aged 37, joined the Group in January 2006. Mr. Wolhardt is currently a partner of KKR Asia Limited focusing on private equity transactions in the Greater China region. Mr. Wolhardt is a CPA and CMA and received a B.S. with honors in Accounting from the University of Illinois (Urbana-Champaign) in the United States. Mr. Wolhardt currently serves as a non-executive director of China Modern Dairy Holdings Ltd., a company listed in Hong Kong. Julian Juul Wolhardt37 WolhardtKKR Asia Limited Wolhardt Urbana-Champaign Wolhardt Mr. Yu Xubo, aged 45, is currently the president of COFCO Corporation and a director of COFCO (Hong Kong) Limited, and also an executive director and the managing director of China Agri-Industries Holdings Limited, a company listed in Hong Kong. Mr. Yu holds a Bachelor s degree in Economics from the University of International Business and Economics in Beijing and an Executive Master of Business Administration degree from China Europe International Business School. 45

Directors and Senior Management (Continued) 40-41 Mr. Ma Jianping, aged 47, is currently a vice president of COFCO Corporation. He is also a non-executive director of China Foods Limited, a company listed in Hong Kong, and a director of COFCO Property (Group) Co., Ltd., a company listed in Shenzhen. Mr. Ma graduated from the University of International Business and Economics in Beijing with a degree of Executive Master of Business Administration. Mr. Ma has extensive experience in corporate finance, investment, strategic planning and management and worked in Japan for over five years. 47 Mr. Fang Fenglei, aged 59, is Chairman of HOPU Investment Management Co., Ltd. and Chairman of Goldman Sachs Gaohua Securities Company Limited. Previously, Mr. Fang was a deputy CEO of China International Capital Corporation Limited, CEO of BOC International Holdings Limited and CEO of ICEA Finance Holdings Limited. He was an independent nonexecutive director of Central China Real Estate Limited, a company listed in Hong Kong, from January 2008 to December 2009. Mr. Fang holds a Bachelor of Arts degree from Sun Yat-sen University. 59 Mr. Ma Wangjun, aged 46, was appointed as a non-executive Director of the Company with effect from 1 March 2010. Mr. Ma is currently an assistant to president and vice chief financial controller of COFCO Corporation. He is also a non-executive director of China Agri-Industries Holdings Limited, a company listed in Hong Kong. He was a director of COFCO Tunhe Co., Ltd., a company listed in Shanghai, from July 2005 to January 2007. Mr. Ma holds a Bachelor s degree in Economics from Beijing Technology and Business University and an Executive Master of Business Administration degree from Cheung Kong Graduate School of Business. 46 Independent Non-Executive Directors Mr. Zhang Julin, aged 67, is a professor of accounting. Mr. Zhang graduated from the Economics Department of Lanzhou University. Mr. Zhang served as an assistant dean to the Inner Mongolia Finance and Economics University and a vice chairman of the Inner Mongolia Autonomous Region Audit Society. Mr. Zhang is currently an independent director of Inner Mongolia BaoTou Steel Union Co., Ltd., a company listed in Shanghai. Mr. Zhang was an independent director of Inner Mongolia Lantai Industrial Co., Ltd, a company listed in Shanghai, from April 2002 to May 2009. Mr. Zhang is also a member of the Chinese Institute of Certified Public Accountants. Mr. Zhang was appointed as an independent director for Inner Mongolia Mengniu on 18 October 2002 and became an independent director of the Company on 23 February 2004. 67 China Mengniu Dairy Company Limited Annual Report 2010

Directors and Senior Management (Continued) Mr. Liu Fuchun, aged 65, was a graduate of the Beijing Foreign Trade Institute and now a senior commerce specialist. Mr. Liu was the deputy consulate of the Chinese Consulate-General in Vancouver. He also worked in various companies in the past, including serving as an officer in the finance department, the business planning department, and the general office of COFCO Corporation. He was also an officer of COFCO Corporation s sales representative office in the US, the deputy director and director of COFCO Corporation s cereals and oils department and the general manager, executive director, deputy president and president of Top Glory (London) Ltd., which was based in the United Kingdom. Currently, Mr. Liu serves as an independent non-executive director of DaChan Food (Asia) Limited, a company listed in Hong Kong, and an independent director of China Aviation Oil (Singapore) Corporation Ltd., a company listed in Singapore. Mr. Zhang Xiaoya, aged 49, was a graduate of the Shandong University and the school of management at the Beihang University and is now a senior engineer. Mr. Zhang has served various companies in the past, including project manager of the Trust Investment Company for Development of Rural Villages in China, director and deputy general manager of Dalian Zhong Xing Industrial Company, the head of investment consulting department of Zhong Zhi Investment Consulting Company and a director and president of Airmedia which was listed on NASDAQ in the US. He was mainly engaged in the feasibility study of construction projects, investment decisions consulting, verification of project assessments and planning of project finance proposals. 65 49 Senior Management Mr. Lu Jianjun, aged 34, is the Chief Administrative Officer of the Company and the Secretary of the Board of Directors of Inner Mongolia Mengniu. Mr. Lu was graduated from Inner Mongolia Normal University with an art degree in Chinese Language. Mr. Lu joined the Group in June 2000, and served as various important positions including Secretary to CEO Office, Secretary to CEO, Secretary to Chairman of the Board of Directors Office, Executive Assistant to Chairman. After ten years work experience in such important positions, Mr. Lu has accumulated extensive management experience and gained unique industry insight. Mr. Lu was re-designated as the Secretary of the Board of Directors of Inner Mongolia Mengniu in 2009. In May 2010, Mr. Lu was awarded the professional qualification as secretary of board of directors by the Shanghai Stock Exchange. Mr. Yao Haitao, aged 48, is a President in Administration of Inner Mongolia Mengniu. He graduated from Inner Mongolia Finance and Economics College with a Bachelor s degree in Economics and holds a Master of Business Administration degree from China Europe International Business School. He also holds an accountant qualification. Mr. Yao joined Inner Mongolia Mengniu in 2003 and served as various positions including Assistant to President, Vice President in Administration and deputy general manager of the liquid milk division of Inner Mongolia Mengniu during his term. He has solid experience in administrative management. Mr. Yao currently serves as the Deputy Chairman of the China Dairy Industry Association. 34 48

Directors and Senior Management (Continued) 42-43 Ms. Zhao Yuanhua, aged 47, is a Vice President in Branding of Inner Mongolia Mengniu. Ms. Zhao graduated from Inner Mongolia University of Science and Technology (formerly known as Baotou University of Iron and Steel Technology) with a Bachelor s degree in Technology and obtained a Master of Business Administration degree from China Europe International Business School. Ms. Zhao joined Inner Mongolia Mengniu in 2000. She served as directors of sales, marketing and sales and marketing of the UHT milk liquid division of Inner Mongolia Mengniu and director of sales and marketing and Vice President of Inner Mongolia Mengniu. She has extensive experience in sales and marketing and management. Ms. Zhao also serves as a member of the China Association of Outstanding Women and a member of the Second Economics and Market Committee of China Dairy Industry Association. In 2009, Ms. Zhao was honored as National Professional Model of Female Workers and the Outstanding Leader Award for Advertisements of Renowned Enterprises of China Advertising Great-wall Awards. 47 Mr. Liu Weixing, aged 50, is a Vice President in Quality Control of Inner Mongolia Mengniu. Mr. Liu graduated with a Master s degree from Inner Mongolia Agricultural University and is a senior engineer. Mr. Liu joined Inner Mongolia Mengniu in 1999. He served as Deputy General Manager, Quality Control Director and Assistant to President of Inner Mongolia Mengniu and has extensive experience in processing techniques and quality control in the dairy industry. In 2010, Mr. Liu was awarded the Third Prize for Technological Improvement in Inner Mongolia Autonomous Region. Mr. Liu currently serves as a Standing Committee Member of the Inner Mongolia Autonomous Region Dairy Industry Association. 50 Company Secretary and Qualified Accountant Mr. Kwok Wai Cheong, Chris, aged 38, the Financial Controller and Company Secretary of the Company, joined the Group in May 2007. Prior to joining the Group, Mr. Kwok was the Financial Controller of a Hong Kong Main Board listed company and he also had served in an international accounting firm. Mr. Kwok graduated from The Hong Kong Polytechnic University with a Bachelor s degree in Accountancy. Mr. Kwok is a member of the Hong Kong Institute of Certified Public Accountants and a fellow member of Association of Chartered Certified Accountants. 38 China Mengniu Dairy Company Limited Annual Report 2010

Ranked 16th among the global dairy enterprises, aiming to become the World s TOP TEN. No. in China

Corporate Governance Report The Company is dedicated to ensure high standards of corporate governance with an emphasis on a diligent Board of Directors (the Board ), sound internal control, and increasing transparency and accountability to shareholders. The Board acknowledges that good corporate governance practices and procedures are beneficial to the Group and its shareholders. The Company is committed to improving those practices and maintaining its ethical corporate culture. The Company has adopted the code provisions set out in the Code of Corporate Governance Practices (the CG Code ) contained in Appendix 14 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the Listing Rules ) as its own code of corporate governance practices. Throughout the year, the Group has fully complied with all the compulsory code provisions set out in the CG Code. The Board As at 31 December 2010, the Board comprised fifteen Directors, including four executive Directors, namely, Mr. Yang Wenjun, Mr. Bai Ying, Mr. Wu Jingshui and Mr. Ding Sheng, eight non-executive Directors, namely, Mr. Niu Gensheng, Mr. Ning Gaoning, Mr. Jiao Shuge (alias Jiao Zhen), Mr. Julian Juul Wolhardt, Mr. Yu Xubo, Mr. Ma Jianping, Mr. Fang Fenglei and Mr. Ma Wangjun and three independent non-executive Directors, namely, Mr. Zhang Julin, Mr. Liu Fuchun and Mr. Zhang Xiaoya. The Chairman of the Board is Mr. Niu Gensheng and the Chief Executive Officer of the Company is Mr. Yang Wenjun. Julian Juul Wolhardt The Board is responsible for the leadership and management of the Company. Key responsibilities of the Board comprise formulation of the Group s overall strategies and policies, setting of performance and management targets, evaluation of business performance and supervision of management s performance. The management was delegated the authority and responsibility by the Board for the management and operations of the Group. In addition, the Board has also delegated various responsibilities to the Board Committees as detailed in this report. Biographies of the Directors are set out on pages 38 to 43 of the annual report, which demonstrates a diversity of skills, expertise, experience and qualifications. There is no other material financial, business or relevant relationships among the Directors. 3843

Corporate Governance Report (Continued) 46-47 Independence of Independent Non-Executive Directors The independent non-executive Directors possess appropriate professional qualifications, or accounting or related financial management expertise. Their role is to provide independent and objective opinions to the Board for its consideration and decisions. The Company has received annual confirmation of independence from Mr. Zhang Julin, Mr. Liu Fuchun and Mr. Zhang Xiaoya in accordance with Rule 3.13 of the Listing Rules. The Board has assessed their independence and concluded that all independent non-executive Directors are independent within the definition of the Listing Rules. 3.13 Board Proceedings The Board meets at least four times a year and additional operational meetings are also held, when required. The Company Secretary is responsible for preparing agenda and notices for the meetings. Senior management of the Group also provides the Directors with relevant information on a timely basis regarding key business developments of the Group and issues affecting the Group. Agenda and other information packages are normally delivered to the Directors before the meetings. The Directors also have independent access to the senior management in respect of operating issues. The Directors may take independent professional advice where appropriate to discharge their duties, at the Company s expenses. China Mengniu Dairy Company Limited Annual Report 2010

Corporate Governance Report (Continued) During the year ended 31 December 2010, the Board held six meetings. Details of Director s attendance at the Board and Board committee meetings held in 2010 are set out in the following table. The overall attendance rate of Directors at Board meetings was 91.86%. 91.86% Meeting Attended/Held Strategy and Development Board Audit Remuneration Nomination Committee Meetings (1) Committee Committee Committee Directors (1) Executive Director Yang Wenjun 6/6 1/1 Yao Tongshan (2) (2) 2/2 Bai Ying 5/6 Wu Jingshui (2) (2) 4/4 1/1 Ding Sheng (2) (2) 4/4 Non-executive Director Niu Gensheng (3) (3) 5/6 Ning Gaoning 4/6 1/1 Jiao Shuge (alias Jiao Zhen) 6/6 3/4 1/1 1/1 Julian Juul Wolhardt Julian Juul Wolhardt 6/6 3/3 Yu Xubo 6/6 3/3 Ma Jianping 6/6 1/1 Fang Fenglei 6/6 0/1 Ma Wangjun (2) (2) 4/4 3/3 1/1 Independent Non-executive Director Zhang Julin 5/6 4/4 3/3 1/1 Liu Fuchun 4/6 4/4 2/3 0/1 Zhang Xiaoya (4) (4) 6/6 3/3 3/3 1/1 Notes: (1) During the year, the Company held four quarterly meetings and two other meetings to handle operational-level matters. According to the Company s articles of association, the quorum for convening a Board meeting is two members. (1) (2) Mr. Wu Jingshui and Mr. Ding Sheng were appointed as executive Directors and Mr. Ma Wangjun was appointed as a non-executive Director with effect from 1 March 2010. Mr. Yao Tongshan resigned as executive Director with effect from 1 March 2010. (2)

Corporate Governance Report (Continued) 48-49 (3) Mr. Niu Gensheng was re-designated from his position as an executive Director to a non-executive Director with effect from 9 June 2010. (3) (4) Mr. Zhang Xiaoya was appointed as a member of Audit Committee with effect from 1 March 2010. (4) Minutes of meetings of the Board and Board Committees are kept by the Company Secretary of the Company and are not only open for inspection by the Directors but also sent to the Directors for their records. All Directors have access to the Company Secretary of the Company, who is responsible for ensuring that the Board procedures are complied with and advising the Board on compliance matters. Chairman and Chief Executive Officer The role of the Chairman is separate from that of the Chief Executive Officer to ensure a balance of power and authority. The Chairman is responsible for overseeing the functioning of the Board while the Chief Executive Officer is responsible for managing the Group s business. The Chairman shall ensure that Board meetings are planned and conducted effectively and all Directors are properly briefed on issues arising at Board meetings. He is also responsible for ensuring that the Directors receive adequate information in a timely manner, which must be complete and reliable. Appointment, Re-election and Removal of Directors Each Director has entered into a service contract with the Company for a term of three years. The Directors are subject to retirement by rotation and re-election at each annual general meeting of the Company in accordance with article 112 of the Company s articles of association. The Directors appointed as an addition to the Board or to fill a casual vacancy on the Board shall be subject to re-election by the shareholders at the first general meeting after the appointment. 112 Board Committees To oversee particular aspects of the Company s affairs and to assist in the execution of its responsibilities, the Company has established four Board Committees under the Board, namely the Audit Committee, the Remuneration Committee, the Nomination Committee and Strategy and Development Committee, each of which is governed by specific terms of reference approved by the Board, covering its functions, duties and powers. The terms of reference of the respective Board Committees have complied with the CG Code provisions and are available for public inspection at the Company s principal place of business in Hong Kong. China Mengniu Dairy Company Limited Annual Report 2010

Corporate Governance Report (Continued) Remuneration Committee As at 31 December 2010, the Remuneration Committee comprised five members, three of whom are independent non-executive Directors (Mr. Zhang Julin, Mr. Liu Fuchun and Mr. Zhang Xiaoya) and the remaining two members are non-executive Directors (Mr. Julian Juul Wolhardt and Mr. Yu Xubo). The Remuneration Committee is chaired by Mr. Julian Juul Wolhardt. Julian Juul Wolhardt Julian Juul Wolhardt The duties of the Remuneration Committee are to review annually and recommend to the Board the overall remuneration policy for the directors and senior management to ensure that the level of remuneration is linked to their level of responsibilities undertaken. The Remuneration Committee shall also evaluate annually the performance of the directors and the senior management and recommend to the Board specific adjustments in their remuneration and/or reward payments. The Company s policy on remuneration is to maintain fair and competitive packages based on business needs and industry practice. For determining the level of fees paid to members of the Board, market rates and factors such as each director s workload and required commitment will be taken into account. In addition, factors comprising economic and market situations, individual contributions to the Group s results and development as well as individual potential are considered when determining the remuneration packages of executive Directors. The Remuneration Committee held three meetings during the year ended 31 December 2010 and one further meeting since 1 January 2011 and up to the date of this report. During the year, the Remuneration Committee had performed the following: assessed the performance of the Directors and senior management; reviewed and approved the remuneration for the Directors and senior management; reviewed the remuneration policy and recommended to the Board; and reviewed the proposal of granting of share options according to the Company s share option scheme, and made recommendations to the Board.

Corporate Governance Report (Continued) 50-51 Nomination Committee As at 31 December 2010, the Nomination Committee comprised five members, three of whom are independent (Mr. Zhang Julin, Mr. Liu Fuchun and Mr. Zhang Xiaoya) and the remaining two members are nonexecutive Directors (Mr. Ning Gaoning and Mr. Jiao Shuge). The Nomination Committee is chaired by Mr. Jiao Shuge. The responsibilities of the Nomination Committee are to review the structure, size and composition, including the skills, knowledge and experiences of the Board and make recommendations to the Board regarding any proposed changes. The Nomination Committee is also responsible for identifying and nominating suitable candidates qualified to become Board members and makes recommendations to the Board on relevant matters relating to the appointment or re-appointment of directors if necessary, in particular, candidates who can add value to the management through their contributions in the relevant strategic business areas and which appointments will result in the constitution of a stronger and more diverse Board. In the selection process, the Nomination Committee makes reference to criteria including, inter alia, reputation for integrity, accomplishment and experience in the dairy industry, professional and educational background, and commitment in respect of available time. The Nomination Committee held one meeting in the year ended 31 December 2010 to discuss mainly the nomination of two executive Directors, namely, Mr. Wu Jingshui and Mr. Ding Sheng and one additional non-executive Director, namely, Mr. Ma Wangjun. Audit Committee As at 31 December 2010, the Audit Committee comprised five nonexecutive Directors, three of whom are independent and possess the relevant professional qualifications required under the Listing Rules. The Committee is chaired by Mr. Zhang Julin, an independent non-executive Director. The Audit Committee serves as a focal point for communication between other directors, the external auditors, and the management as their duties relate to financial and other reporting, internal controls and the auditing. The Audit Committee assists the Board in fulfilling its responsibilities by providing an independent review of financial reporting and by satisfying themselves as to the effectiveness of the Company s internal controls and as to the efficiency of the audits. China Mengniu Dairy Company Limited Annual Report 2010

Corporate Governance Report (Continued) The Audit Committee held four meetings in the year ended 31 December 2010 and one further meeting since 1 January 2011 up to the date of this report. During the year, the Audit Committee has performed the following: met with the external auditors to discuss the general scope and findings of their audit and interim review works; reviewed external auditors management letter and management s response; reviewed and recommended to the Board for approval of the external auditors remuneration; made recommendations to the Board on the re-appointment of the external auditors; reviewed the external auditors independence, objectivity and the effectiveness of the audit process; reviewed and monitored the integrity of financial statements, annual and interim reports, and annual and interim announcements of the Company; and discussed auditing, internal control, risk management and financial reporting matters before recommending them to the Board for approval. All issues raised by the external auditors and the Audit Committee have been addressed by the senior management. The work and findings of the Audit Committee have been reported to the Board. During the year, no issues brought to the attention of the senior management and the Board were of sufficient significance for disclosure in the annual report. Other than the reporting responsibilities of the Company s auditors (please refer to the independent auditors report set out on pages 69 to 70), the Directors acknowledge their responsibility for preparing the financial statements of the Group and the Company which give a true and fair view of the state of affairs of the Group and the Company as at 31 December 2010 and the profit and cash flows of the Group for the year then ended. 69 70

Corporate Governance Report (Continued) 52-53 Internal Control The Board is responsible for maintaining an established and effective internal control system, to safeguard the assets of the Group and the interest of shareholders, and for reviewing its effectiveness regularly. Aiming at strengthening the risk management culture of the Group and minimizing the impacts of the major risks on the business and earnings of the Group, the senior management of the Group meets to actively evaluate and review the significant risks to which the Group is exposed and reports to the Board on a regular basis. The Group also appoints external consultants, when considered appropriate, to review the Group s internal control, working systems and workflows, as well as the management systems, and to make suggestions on system enhancement. Besides strict implementation of a performance assessment system and training programs for its staff, the Group has in place a series of written working systems in respect of business, production, finance, legal compliance and administration aspects, to ensure the significant risks, to which the Group is exposed, are contained: Control environment The Group has established defined organizational structures. Authority to operate various business functions is delegated to respective management within limits set by senior management of the headquarters or the executive Directors. The senior management meets on a regular basis to discuss and approve business strategies, plans and budgets prepared by individual business units. The performance of the Group is reported to the Board on a regular basis. Risk assessment The Group identifies, assesses and ranks the risks that are most relevant to the Group s business according to their likelihood, financial consequence and reputational impact on the Group. Control activities Policies and procedures are set for each business function, in which approvals, authorization, verification, recommendations, performance reviews, asset security and segregation of duties are included. Information and communication The Group s working systems document operational procedures of all business units, as well as authorization and approval procedures for significant decision making. Monitoring The Group adopts a control and risk self-assessment methodology, continuously assessing and managing its business risks by way of assessment by the headquarters of the Group and each business unit on a regular basis, and communication of key control procedures to employees. China Mengniu Dairy Company Limited Annual Report 2010

Corporate Governance Report (Continued) During the year ended 31 December 2010, the Board had examined the internal control system and reviewed the evaluation performed by the Audit Committee, the management and internal and external auditors, on the effectiveness of internal control. No significant areas of concern were identified. The Board also reviewed the adequacy of resources, qualifications and experience of staff of the Company s accounting and financial reporting functions and their training programmes and budget and considered that they are adequate. External Auditors The Group s independent external auditors are Ernst & Young. The Audit Committee is responsible for the appointment of the external auditors and reviewing the non-audit functions performed by the external auditors for the Group. In particular, the Committee will, prior to the execution of contract with external auditors and the commencement of their duties, consider whether the non-audit functions will result in any potential material conflict of interest. Details of fees paid or payable to Ernst & Young for the year ended 31 December 2010 are as follows: 2010 2009 RMB 000 RMB 000 Services rendered Annual audit 3,400 3,250 Interim review 540 540 Non-audit service Review on continuing connected transactions 40 Other professional services 860 4,840 3,790 The Board is satisfied with the audit fees, process and effectiveness of Ernst & Young and has recommended their reappointment as the Company s external auditors at the forthcoming annual general meeting.

Corporate Governance Report (Continued) 54-55 Strategy and Development Committee The Company has established a Strategy and Development Committee on 27 August 2009, which currently comprised two executive Director, Mr. Yang Wenjun and Mr. Wu Jingshui and four non-executive Directors, Mr. Ma Jianping, Mr. Jiao Shuge, Mr. Fang Fenglei and Mr. Ma Wangjun. The Strategy and Development Committee is chaired by Mr. Ma Jianping. The principal duties of the Strategy and Development Committee include drawing up long-term development strategies and significant investments on financing plans of the Company, proposing significant capital investment for operation projects, and conducting studies and making recommendation on important matters that would affect the development of the Company. The Strategy and Development Committee held one meeting during the year ended 31 December 2010 to discuss mainly the significant investment plans, budget and performance target for 2011. Directors Securities Transactions The Company has adopted, in terms no less exacting than, the standard required by the Model Code for Securities Transactions by Directors of Listed Issuers set out in Appendix 10 of the Listing Rules as the Company s code of conduct and rules governing dealings by all the directors in the securities of the Company ( Model Code ). Having made specific enquiry of all the Directors, the Company confirms that, during the year ended 31 December 2010, all the Directors have strictly complied with the Model Code. Investor Relations and Communications The Company adopts a proactive policy in promoting investor relations and communications. Regular meetings are held with institutional investors and financial analysts to ensure two-way communications on the Company s performance and development. When the Company announces its interim and annual results, briefings are conducted to apprise investors, analysts and the press of the Group s operating results as well as business strategies and outlook. Investor relations website is updated on a timely basis to ensure that investors are able to have access to the Company s information, latest news and reports. Nine out of the fifteen Directors, including the Chairman, have attended the annual general meeting in June 2010 to be available to answer questions at the meeting. Separate resolutions are proposed at general meetings for each substantially separate issue, including election of Directors. Poll voting has been adopted for decision-making at shareholders meeting. Details of poll voting procedures were included in the circular dispatched to the shareholders of the Company. The circular also included relevant details of proposed resolutions and biographies of the Directors standing for election. China Mengniu Dairy Company Limited Annual Report 2010

Report of the Directors The board of directors (the Directors ) presents its report together with the audited financial statements of the Company and the Group for the year ended 31 December 2010. Principal Activities and Analysis of Operations The principal activity of the Company is investment holding. The principal activities of the Group s main operating subsidiary, Inner Mongolia Mengniu Dairy (Group) Company Limited ( Inner Mongolia Mengniu ), and its subsidiaries are manufacturing and distribution of dairy products including liquid milk (comprising UHT milk, milk beverages and yogurt), ice cream and other dairy products (such as milk powder) in China. UHT Particulars of the Company s subsidiaries are set out in note 19 to the financial statements. 19 The Group s revenue is derived principally from business activities in China. An analysis of the Group s performance for the year ended 31 December 2010 by business segments is set out in note 3 to the financial statements. 3 Results and Appropriations The results of the Group for the year ended 31 December 2010 are set out in the consolidated income statement on page 71. 71 The Directors have recommended the payment of a final dividend of RMB0.16 (2009: RMB0.1413) per share, amounting to approximately RMB278,078,000 (2009: RMB245,465,000) in total, to shareholders whose names appear on the register of members on 10 June 2011. 0.16 0.1413 278,078,000 245,465,000 Property, Plant and Equipment Details of the movements in the property, plant and equipment of the Group and the Company during the year are set out in note 12 to the financial statements. 12 Reserves Details of the movements in the reserves of the Group and of the Company during the year are set out in the consolidated statement of changes in equity on pages 75 to 76 and note 40 to the financial statements. The Company s distributable reserves, calculated in accordance with statutory provisions applicable in the Company s place of incorporation, amounted to approximately RMB7,814,927,000 as at 31 December 2010 (2009: RMB8,075,450,000). 75 7640 7,814,927,000 8,075,450,000 Donations Charitable and other donations made by the Group during the year amounted to approximately RMB12,941,000 (2009: RMB12,901,000). 12,941,000 12,901,000

Report of the Directors (Continued) 56-57 Share Capital and Share Options Details of movement in the Company s share capital and share options during the year are set out in notes 39 and 42 to the financial statements. 39 42 Directors The Directors during the year ended 31 December 2010 were: Executive Directors Mr. YANG Wenjun Mr. YAO Tongshan (resigned on 1 March 2010) Mr. BAI Ying Mr. WU Jingshui (appointed on 1 March 2010) Mr. DING Sheng (appointed on 1 March 2010) Non-Executive Directors Mr. NIU Gensheng (re-designated to a non-executive director on 9 June 2010) Mr. NING Gaoning Mr. JIAO Shuge (alias JIAO Zhen) Mr. Julian Juul WOLHARDT Mr. YU Xubo Mr. MA Jianping Mr. FANG Fenglei Mr. MA Wangjun (appointed on 1 March 2010) Independent Non-Executive Directors Mr. ZHANG Julin Mr. LIU Fuchun Mr. ZHANG Xiaoya In accordance with Article 112 of the Company s articles of association, Mr. Yang Wenjun, Mr. Bai Ying, Mr. Fang Fenglei, Mr. Liu Fuchun and Mr. Zhang Xiaoya, will retire by rotation and, being eligible, offer themselves for re-election at the forthcoming annual general meeting. The Company considers that Mr. Zhang Julin, Mr. Liu Fuchun and Mr. Zhang Xiaoya are independent pursuant to the criteria set out in the Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited ( Listing Rules ) and that a confirmation of independence has been received from each of them. Julian Juul WOLHARDT 112 Biographical Details of Directors and Senior Management Brief biographical details of the Directors and the senior management are set out on pages 38 to 43. 38 43 Directors Service Contracts No director proposed for re-election at the forthcoming annual general meeting has service contract with the Company which is not determinable by the Company within one year without payment of compensation, other than statutory compensation. China Mengniu Dairy Company Limited Annual Report 2010

Report of the Directors (Continued) Directors Interests in Contracts No contracts of significance in relation to the Group s business to which the Company or any of its subsidiaries was a party and in which a Director had a material interest, whether directly or indirectly, subsisted at the end of the year or at any time during the year. Directors Interests, Long and Short Positions in Shares, Underlying Shares and Debentures As at 31 December 2010, the interests and short positions of the Directors and chief executives of the Company in the shares, underlying shares and debentures of the Company and any associated corporation (within the meaning of Part XV of the Securities and Futures Ordinance) ( SFO ) as recorded in the register required to be kept under Section 352 of SFO or as otherwise notified to the Company and The Stock Exchange of Hong Kong Limited (the Stock Exchange ) pursuant to the Model Code for Securities Transactions by Directors of Listed Companies (the Model Code ) were as follows: Long positions in shares of the Company/Associated Corporation: XV 352 Name of Director Company/Name of Associated Corporation Nature of Interest Total Number of Ordinary Shares Percentage of the Company s/ Associated Corporation s Issued Share Capital Niu Gensheng (Note 3) 3 Company Corporate Interest (Note 1) 1 78,466,049 (L) 4.51% Interests under Concert Party Agreement (Note 2) 2 144,056,371 (L) 8.29% Yang Wenjun Company Personal Interest 1,506,196 (L) 0.09% Interests under Concert Party Agreement (Note 2) 2 144,056,371 (L) 8.29% Inner Mongolia Mengniu Personal Interest 4,510,460 (L) 0.30% Bai Ying Company Personal Interest 148,837 (L) 0.01% Interests under Concert Party Agreement (Note 2) 2 144,056,371 (L) 8.29% Inner Mongolia Mengniu Personal Interest 448,201 (L) 0.03%

Report of the Directors (Continued) 58-59 Notes: 1. 78,466,049 shares are held by Yinniu Milk Industry Limited ( Yinniu ), a shareholder of the Company, which is controlled as to 95.53% by Xin Niu International Limited ( Xin Niu ). Niu Gensheng, by virtue of a proxy, has been delegated voting rights of the shares in Yinniu held by Xin Niu. 1. 78,466,049 Yinniu Milk Industry Limited95.53%Xin Niu International Limited 2. On 24 July 2008, Xin Niu, Yinniu, Jinniu Milk Industry Limited ( Jinniu ), Niu Gensheng and a group of 21 individuals comprising Directors and management staff of the Group (the Management Shareholders ) (together, the Concert Parties ) entered into a concert party agreement (the Concert Party Agreement ) regarding their interest in the Company. The Concert Party Agreement constitutes an agreement under section 317 of the SFO. Details of the shareholding of the Concert Parties (who are not Directors of the Company) are set out in the section headed Substantial Shareholders Interests below. 2. Jinniu Milk Industry Limited21 317 3. On 24 December 2010, Mr. Niu Gensheng has transferred all the equity interests registered in his name in the Company (68,781,022 ordinary shares), representing 3.96% interests of the Company s issued capital, to Hengxin Trust for charity. 3. 68,781,022 3.96%Hengxin (L) Indicates a long position. (L) Certain Directors of the Company have been granted options under the Company s share option scheme, details of which are set out in the section Share Option Scheme below. Save as disclosed above, as at 31 December 2010, none of the Directors and the Chief Executives of the Company had any interests and short positions in the shares, underlying shares and debentures of the Company or any of its associated corporations (within the meaning of Part XV of the SFO). XV Substantial Shareholders Interests As at 31 December 2010, the interests or short positions of substantial shareholders, other than the Directors or the Chief Executives of the Company whose interests, long and short positions in the shares of the Company and of its associated corporations (within the meaning of Part XV of the SFO) are set out above, in the shares and underlying shares of the Company as recorded in the register required to be maintained under section 336 of the SFO were as follows: 336 XV China Mengniu Dairy Company Limited Annual Report 2010

Report of the Directors (Continued) Name of Substantial Shareholder Number of Ordinary Shares Percentage of Issued Share Capital COFCO Limited 348,000,000 (L) 20.02% COFCO Dairy Holdings Limited COFCO Dairy Holdings Limited 347,600,000 (L) 20.00% Fang Fenglei 347,600,000 (L) 20.00% Hopu Investment Management Co., Ltd Hopu Investment Management Co., Ltd 347,600,000 (L) 20.00% Ong Tiong Sin Ong Tiong Sin 347,600,000 (L) 20.00% Xin Niu 78,466,049 (L) (Note 1) 4.51% 144,056,371 (L) (Note 2) 8.29% Yinniu 78,466,049 (L) (Note 1) 4.51% 144,056,371 (L) (Note 2) 8.29% Jinniu 26,489,292 (L) 1.52% 144,056,371 (L) (Note 2) 8.29% Sun Yubin 144,056,371 (L) (Note 2) 8.29% Deng Jiuqiang 144,056,371 (L) (Note 2) 8.29% Lu Jun 144,056,371 (L) (Note 2) 8.29% Sun Xianhong 144,056,371 (L) (Note 2) 8.29% Wang Fuzhu 144,056,371 (L) (Note 2) 8.29% Bai Jun 144,056,371 (L) (Note 2) 8.29% Hou Jiangbin 144,056,371 (L) (Note 2) 8.29% Qiu Lianjun 144,056,371 (L) (Note 2) 8.29% Pang Kaitai 144,056,371 (L) (Note 2) 8.29% Chu Xiuli 144,056,371 (L) (Note 2) 8.29% Li Shurong 144,056,371 (L) (Note 2) 8.29% Liu Xiaoling 144,056,371 (L) (Note 2) 8.29% Wang Guisheng 144,056,371 (L) (Note 2) 8.29% Wang Ai Suo 144,056,371 (L) (Note 2) 8.29% Wang Jishan 144,056,371 (L) (Note 2) 8.29% Wang Jianbang 144,056,371 (L) (Note 2) 8.29% Jiang Hong 144,056,371 (L) (Note 2) 8.29% Zheng Wenping 144,056,371 (L) (Note 2) 8.29% Ren Meicheng 144,056,371 (L) (Note 2) 8.29% UBS AG UBS AG 173,669,071 (L) 9.99% 1,370,142 (S) 0.08% J P Morgan Chase & Co J P Morgan Chase & Co 155,977,861 (L) 8.97% 2,188,845 (S) 0.13% 150,375,497 (P) 8.65%

Report of the Directors (Continued) 60-61 Notes: (1) 788,466,049 shares are held by Yinniu, a shareholder of the Company, which is controlled as to 95.53% by Xin Niu. Niu Gensheng, by virtue of a proxy, has been delegated voting rights of the shares in Yinniu held by Xin Niu. (1) 788,466,049 95.53% (2) On 24 July 2008, Xin Niu, Yinniu, Jinniu, Niu Gensheng and the Management Shareholders entered into the Concert Party Agreement regarding their interest in the Company. The Concert Party Agreement constitutes an agreement under section 317 of the SFO and the aggregate number of shares under the Concert Party Agreement is 144,056,371, representing approximately 8.29% of the issued shares of the Company as at 31 December 2010. These shares are beneficially owned by Yinniu, Jinniu, Yang Wenjun, Bai Ying (the shareholdings of these parties are set out in the table above or in the section headed Directors Interests, long and short position in shares, underlying shares and debentures ) and Sun Yubin (as to 2,498,444 shares), Deng Jiuqiang (as to 2,753,636 shares), Lu Jun (as to 1,134,104 shares), Wang Fuzhu (as to 704,721 shares), Bai Jun (as to 570,542 shares), Hou Jiangbin (as to 7,085,491 shares), Qiu Lianjun (as to 9,001,526 shares), Li Shurong (as to 2,029,598 shares), Liu Xiaoling (as to 2,029,598 shares), Wang Guisheng (as to 1,587,596 shares), Wang Ai Suo (as to 2,282,170 shares), Jiang Hong (as to 507,399 shares), Zheng Wenping (as to 3,748,654 shares) and Ren Meicheng (as to 1,512,518 shares). (2) 317 144,056,371 8.29% 2,498,444 2,753,636 1,134,104 704,721 570,542 7,085,491 9,001,526 2,029,598 2,029,598 1,587,5962,282,170 507,399 3,748,6541,512,518 (S) Indicates a short position. (S) (L) Indicates a long position. (L) (P) Indicates a lending position. (P) Saved as disclosed above and in the section Share Option Scheme below, as at 31 December 2010, no other interest or short position in the shares or underlying shares of the Company were recorded in the register maintained under section 336 of the SFO. 336 Continuing Connected Transactions On 20 January 2010, the Company entered into the Master Sale and Purchase Agreement with COFCO Corporation, a connected person which holds 20.02% of the Company, pursuant to which the Group will, subject to the Group s regular review and at the Group s option, purchase white sugar, oil, other raw materials and other related products from COFCO Corporation, it s subsidiaries and certain associated companies (collectively COFCO Corporation Group Companies ) and COFCO Corporation Group Companies will supply white sugar, oil, other raw materials and other related products to the Group, for a period commencing from 20 January 2010 to 19 January 2012. 20.02% China Mengniu Dairy Company Limited Annual Report 2010

Report of the Directors (Continued) The transactions under the Master Sale and Purchase Agreement constitute continuing connected transactions of the Group. The annual value of the transactions amount under the Master Sale and Purchase Agreement for each of the two years ending 31 December 2010 and 2011 is not expected to exceed RMB290,000,000. 290,000,000 For the year ended 31 December 2010, the total amount paid/payable by the Group to the COFCO Corporation Group Companies for the purchase of white sugar, oil, other raw materials and other related products was approximately RMB110,963,000. 110,963,000 The independent non-executive directors of the Company have reviewed the continuing connected transactions set out above and have confirmed that these continuing connected transactions were entered into (i) in the ordinary and usual course of business of the Group; (ii) on normal commercial terms or on terms no less favourable to the Group than terms available to or from independent third parties; and (iii) in accordance with the relevant agreements governing them on terms that are fair and reasonable and in the interests of the shareholders of the Company as a whole. The Company confirms that it has complied with the disclosure requirements in accordance with Chapter 14A of the Listing Rules. (i) (ii) (iii) 14A Ernst & Young, the Company s auditors, were engaged to report on the Group s continuing connected transactions in accordance with Hong Kong Standard on Assurance Engagements 3000 Assurance Engagements Other Than Audits or Reviews of Historical Financial Information and with reference to Practice Note 740 Auditor s Letter on Continuing Connected Transactions under the Hong Kong Listing Rules issued by the Hong Kong Institute of Certified Public Accountants. Ernst & Young have issued their unqualified letter containing their findings and conclusions in respect of the continuing connected transactions disclosed above by the Group in accordance with Rule 14A.38 of the Listing Rules. A copy of the auditors letter has been provided by the Company to the Hong Kong Stock Exchange. 3000 740 14A.38

Report of the Directors (Continued) 62-63 Share Option Scheme The Company operates a share option scheme (the Scheme ) for the purpose of providing incentives and rewards to eligible participants who contribute to the success of the Group s operations. The following share options were outstanding under the Scheme during the year. Number of share options Name or Category of Participant As at 1 January 2010 Granted during the year Exercised during the year Lapsed during the year As at 31 December 2010 Date of grant of share options Exercise Period of share options (both dates inclusive) (2) (2) Exercise price of share options HK$ Executive directors Yang Wenjun (1) (1) 9,000,000 9,000,000 18.8.2008 6,600,000 6,600,000 23.11.2009 Yao Tongshan (4) 1,000,000 1,000,000 18.8.2008 (4) 1,000,000 1,000,000 23.11.2009 Bai Ying (1) 34,250 34,250 26.10.2006 (1) 3,680,000 3,680,000 18.8.2008 3,210,000 3,210,000 23.11.2009 Wu Jingshui (4) 31,500 31,500 26.10.2006 (4) 1,650,000 1,650,000 18.8.2008 1,500,000 1,500,000 23.11.2009 18.8.2010 to 17.8.2014 23.11.2011 to 22.11.2015 18.8.2010 to 17.8.2014 23.11.2011 to 22.11.2015 26.10.2007 to 25.10.2012 18.8.2010 to 17.8.2014 23.11.2011 to 22.11.2015 26.10.2007 to 25.10.2012 18.8.2010 to 17.8.2014 23.11.2011 to 22.11.2015 22.03 24.40 22.03 24.40 13.40 22.03 24.40 13.40 22.03 24.40 China Mengniu Dairy Company Limited Annual Report 2010

Report of the Directors (Continued) Name or Category of Participant As at 1 January 2010 Granted during the year Number of share options Exercised during the year Lapsed during the year As at 31 December 2010 Date of grant of share options Exercise Period of share options (both dates inclusive) (2) (2) Exercise price of share options HK$ Ding Sheng (4) (4) 24,000 24,000 26.10.2006 1,850,000 1,850,000 18.8.2008 1,800,000 1,800,000 23.11.2009 Employees in Aggregate (1) 1,930,919 (206,056) (56,971) 1,667,892 26.10.2006 (1) 57,809,000 (589,759) (1,273,961) 55,945,280 18.8.2008 74,915,000 (2,487,000) 72,428,000 23.11.2009 4,470,000 4,470,000 6.12.2010 26.10.2007 to 25.10.2012 18.8.2010 to 17.8.2014 23.11.2011 to 22.11.2015 26.10.2007 to 25.10.2012 18.8.2010 to 17.8.2014 23.11.2011 to 22.11.2015 6.12.2012 to 5.12.2016 13.40 22.03 24.40 13.40 22.03 24.40 22.80 (3) 166,034,669 4,470,000 (795,815) (3,817,932) 165,890,922 (1) Xin Niu, Yinniu, Jinniu and the Management Shareholders entered into the Concert Party Agreement on 24 July 2008 and accordingly, Xin Niu, Yinniu, Jinniu and the Management Shareholders (who include Yang Wenjun and Bai Ying) were all deemed to be interested in an aggregate of 31,564,500 share options in the Company under the SFO as at 31 December 2010. (2) The exercise period of the share options granted commences after a certain vesting period and the fulfilment of certain performance targets, and ends on a date which is no later than six years from the date of grant of such options. Further details of the share option scheme are set out in note 42 to the financial statements. (3) The closing price of the Company s shares immediately before the date of grant (i.e. 6 December 2010) was HK$22.90. (4) Mr. Yao Tongshan was resigned as executive Director with effect from 1 March 2010. On the same date, Mr. Wu Jingshui and Mr. Ding Sheng were appointed as executive Directors. (1) 31,564,500 (2) 42 (3) 22.90 (4)

Report of the Directors (Continued) 64-65 The values of share options calculated using the binomial model are subject to certain fundamental limitations, due to the subjective nature of and uncertainty related to a number of assumptions of the expected future performance input to the model, and certain inherent limitations of the model itself. Details of the valuation are set out in note 42 to the financial statements. 42 The value of an option varies with different variables of certain subjective assumptions. Any change to the variables used may materially affect the estimation of the fair value of an option. Pre-emptive Rights There is no provision for pre-emptive rights under the Company s articles of association or the laws of the Cayman Islands which would oblige the Company to offer new shares on a pro rata basis to its existing shareholders. Purchase, Sale or Redemption of the Company s Listed Shares During the year, neither the Company nor any of its subsidiaries purchased, sold or redeemed any of the Company s listed securities. Public Float As at the date of this report, the Company has maintained the prescribed public float under the Listing Rules, based on the information that is publicly available to the Company and within the knowledge of the Directors. Management Contracts No contracts concerning the management and administration of the whole or any substantial part of the business of the Company were entered into or existed during the year. Major Customers and Suppliers The percentage of purchases attributable to the five largest suppliers of the Group combined was less than 30% of the total purchases of the Group. 30% The percentage of revenue attributable to the five largest customers of the Group combined was less than 30% of the total revenue of the Group. 30% China Mengniu Dairy Company Limited Annual Report 2010

Report of the Directors (Continued) Pledge of Assets As at 31 December 2010, the Group pledged certain bank deposits, land use rights and certain property, plant and equipment aggregating to approximately RMB291,881,000 (2009: RMB459,410,000). Details are set out in respective notes to the financial statements. 291,881,000 459,410,000 Commitments and Contingent Liabilities Details of commitments and contingent liabilities are set out in notes 45 and 46 to the financial statements. 45 46 Financial Summary A summary of the results for the year and of the assets and liabilities of the Group as at 31 December 2010 and for the previous four financial periods are set out on page 204. 204 Corporate Governance The Company s corporate governance principles and practices are set out in the Corporate Governance Report on pages 46 to 55. 4655 Auditors The financial statements have been audited by Ernst & Young. A resolution for the re-appointment of Ernst & Young as auditors of the Company will be proposed at the forthcoming annual general meeting. By order of the Board of Directors Yang Wenjun Chief Executive Officer Hong Kong, 31 March 2011

Corporate Information 66-67 Board of Directors Executive Directors Mr. YANG Wenjun Mr. YAO Tongshan (resigned on 1 March 2010) Mr. BAI Ying Mr. WU Jingshui (appointed on 1 March 2010) Mr. Ding Sheng (appointed on 1 March 2010) Non-Executive Directors Mr. NIU Gensheng (re-designated to a non-executive director on 9 June 2010) Mr. NING Gaoning Mr. JIAO Shuge (alias JIAO Zhen) Mr. Julian Juul WOLHARDT Mr. YU Xubo Mr. MA Jianping Mr. FANG Fenglei Mr. MA Wangjun (appointed on 1 March 2010) Independent Non-Executive Directors Mr. ZHANG Julin Mr. LIU Fuchun Mr. ZHANG Xiaoya Julian Juul WOLHARDT Senior Management Mr. LU Jianjun Mr. YAO Haitao Ms. ZHAO Yuanhua Mr. LIU Weixing Mr. KWOK Wai Cheong, Chris (Qualified Accountant & Company Secretary) Stock Code Hong Kong Stock Exchange 2319 2319 Investor Relations Contact Mr. KWOK Wai Cheong, Chris Unit 1001, 10th Floor, Jubilee Centre 18 Fenwick Street, Wanchai Hong Kong Email: info@mengniuir.com Website: www.mengniuir.com 18 10 1001 info@mengniuir.com www.mengniuir.com China Mengniu Dairy Company Limited Annual Report 2010

Corporate Information (Continued) Place of Business in Hong Kong Unit 1001, 10th Floor, Jubilee Centre 18 Fenwick Street, Wanchai Hong Kong 18 10 1001 Registered Office Maples Corporate Services P.O. Box 309 Ugland House Grand Cayman, KY1-1104 Cayman Islands Maples Corporate Services P.O. Box 309 Ugland House Grand Cayman, KY1-1104 Cayman Islands Principal Share Registrar Butterfield Fulcrum Group (Cayman) Limited Butterfield House 68 Fort Street P.O. Box 609 Grand Cayman, KY1-1107 Cayman Islands Butterfield Fulcrum Group (Cayman) Limited Butterfield House 68 Fort Street P.O. Box 609 Grand Cayman, KY1-1107 Cayman Islands Hong Kong Branch Share Registrar Computershare Hong Kong Investor Services Limited 46th Floor, Hopewell Centre 183 Queen s Road East, Wanchai Hong Kong 183 46 Legal Advisors As to Hong Kong Law Norton Rose As to Cayman Islands Law Maples and Calder Asia Maples and Calder Asia Principal Bankers Agricultural Bank of China Bank of China Industrial Commercial Bank of China BNP Paribas Auditors Ernst & Young Investor Relations Consultant Strategic Financial Relations (China) Limited

Independent Auditors Report 68-69 To the shareholders of China Mengniu Dairy Company Limited (Incorporated in the Cayman Islands with limited liability) We have audited the consolidated financial statements of China Mengniu Dairy Company Limited (the Company ) and its subsidiaries (together, the Group ) set out on pages 71 to 203, which comprise the consolidated and company statements of financial position as at 31 December 2010, and the consolidated income statement, the consolidated statement of comprehensive income, the consolidated statement of changes in equity and the consolidated statement of cash flows for the year then ended, and a summary of significant accounting policies and other explanatory information. 71 203 Directors Responsibility for the Consolidated Financial Statements The directors of the Company are responsible for the preparation of these consolidated financial statement that give a true and fair view in accordance with International Financial Reporting Standards issued by the International Accounting Standards Board and the disclosure requirements of the Hong Kong Companies Ordinance, and for such internal control as the directors determine is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error. Auditors Responsibility Our responsibility is to express an opinion on these consolidated financial statements based on our audit. Our report is made solely to you, as a body, and for no other purpose. We do not assume responsibility towards or accept liability to any other person for the contents of this report. We conducted our audit in accordance with Hong Kong Standards on Auditing issued by the Hong Kong Institute of Certified Public Accountants. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement. China Mengniu Dairy Company Limited Annual Report 2010

Independent Auditors Report (Continued) An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditors judgement, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditors consider internal control relevant to the entity s preparation of consolidated financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the directors, as well as evaluating the overall presentation of the consolidated financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Opinion In our opinion, the consolidated financial statements give a true and fair view of the state of affairs of the Company and of the Group as at 31 December 2010, and of the Group s profit and cash flows for the year then ended in accordance with International Financial Reporting Standards and have been properly prepared in accordance with the disclosure requirements of the Hong Kong Companies Ordinance. Ernst & Young Certified Public Accountants Hong Kong, 31 March, 2011

Consolidated Income Statement For the year ended 31 December 2010 70-71 2010 2009 Notes RMB 000 RMB 000 REVENUE 4 30,265,415 25,710,460 Cost of sales (22,478,979) (18,858,229) GROSS PROFIT 7,786,436 6,852,231 Other income and gains 4 193,472 80,959 Selling and distribution costs (5,429,141) (4,653,460) Administrative expenses (1,036,039) (863,750) Other operating expenses 5 (59,745) (113,045) PROFIT FROM OPERATING ACTIVITIES 1,454,983 1,302,935 Interest income 87,884 85,042 Finance costs 8 (45,203) (61,153) Share of profits and losses of associates 40,438 19,522 PROFIT BEFORE TAX 6 1,538,102 1,346,346 Income tax expense 9 (182,185) (126,240) PROFIT FOR THE YEAR 1,355,917 1,220,106 Attributable to: Owners of the Company 1,237,273 1,115,799 Non-controlling interests 118,644 104,307 1,355,917 1,220,106 EARNINGS PER SHARE ATTRIBUTABLE TO ORDINARY EQUITY HOLDERS OF THE COMPANY (EXPRESSED IN RMB PER SHARE) 11 Basic 0.712 0.681 Diluted 0.711 N/A Details of the dividends payable and proposed for the year are disclosed in note 10 to the financial statements. 10 China Mengniu Dairy Company Limited Annual Report 2010

Consolidated Statement of Comprehensive Income For the year ended 31 December 2010 2010 2009 Notes RMB 000 RMB 000 PROFIT FOR THE YEAR 1,355,917 1,220,106 OTHER COMPREHENSIVE INCOME Available-for-sale investments: Changes in fair value 22 145,366 Income tax effect 22 (39,865) Exchange differences on translation of foreign operations 105,501 (150,885) (4,535) OTHER COMPREHENSIVE INCOME FOR THE YEAR, NET OF TAX (45,384) (4,535) TOTAL COMPREHENSIVE INCOME FOR THE YEAR 1,310,533 1,215,571 Attributable to: Owners of the Company 1,183,864 1,111,264 Non-controlling interests 126,669 104,307 1,310,533 1,215,571

Consolidated Statement of Financial Position As at 31 December 2010 72-73 2010 2009 Notes RMB 000 RMB 000 NON-CURRENT ASSETS Property, plant and equipment 12 5,380,385 4,919,608 Construction in progress 13 535,104 326,679 Land use rights 14 484,572 367,191 Goodwill 15 451,613 199,143 Other intangible assets 16 221,508 31,637 Investments in associates 20 113,857 67,383 Available-for-sale investments 22 301,681 17,409 Deferred tax assets 23 81,060 131,741 Other financial assets 24 71,754 20,868 7,641,534 6,081,659 CURRENT ASSETS Inventories 25 1,176,423 714,897 Bills receivable 26 20,539 52,449 Trade receivables 27 554,933 527,303 Prepayments and deposits 28 942,303 272,627 Other receivables 29 169,897 66,202 Pledged deposits 30 102,399 230,968 Cash and bank balances 30 6,697,813 6,150,021 9,664,307 8,014,467 CURRENT LIABILITIES Trade payables 31 2,061,193 1,531,366 Bills payable 32 1,487,302 808,409 Deferred income 37 15,082 13,162 Accruals and customers deposits 33 880,142 559,291 Other payables 1,061,253 1,211,172 Interest-bearing bank loans 34 550,786 323,593 Other loans 35 140,018 106,947 Income tax payable 42,513 6,238,289 4,553,940 NET CURRENT ASSETS 3,426,018 3,460,527 TOTAL ASSETS LESS CURRENT LIABILITIES 11,067,552 9,542,186 China Mengniu Dairy Company Limited Annual Report 2010

Consolidated Statement of Financial Position (Continued) As at 31 December 2010 2010 2009 Notes RMB 000 RMB 000 NON-CURRENT LIABILITIES Interest-bearing bank loans 34 150,000 350,000 Long term payables 36 14,102 49,879 Deferred income 37 226,049 230,613 Deferred tax liabilities 23 39,865 Other financial liabilities 38 420,027 850,043 630,492 NET ASSETS 10,217,509 8,911,694 EQUITY Equity attributable to owners of the Company Issued capital 39 178,679 178,611 Retained earnings 2,050,216 1,294,766 Other reserves 40(A) 7,529,169 7,102,301 9,758,064 8,575,678 Non-controlling interests 459,445 336,016 TOTAL EQUITY 10,217,509 8,911,694 Niu Gensheng Director Yang Wenjun Director

Consolidated Statement of Changes in Equity For the year ended 31 December 2010 74-75 Attributable to owners of the Company Issued capital Other reserves Retained earnings Total Noncontrolling interests Total equity Notes RMB 000 RMB 000 RMB 000 RMB 000 RMB 000 RMB 000 Note 40(A) 40(A) At 1 January 2009 163,137 3,937,924 363,555 4,464,616 273,355 4,737,971 Profit for the year 1,115,799 1,115,799 104,307 1,220,106 Other comprehensive income for the year: Exchange difference on translation of foreign operations (4,535) (4,535) (4,535) Total comprehensive income for the year (4,535) 1,115,799 1,111,264 104,307 1,215,571 Issue of shares 39 15,320 2,679,163 2,694,483 2,694,483 Shares issued under equity-settled share option arrangements 42 154 20,515 20,669 20,669 Equity-settled share option arrangements 42 284,646 284,646 284,646 Transfer to statutory reserves 184,588 (184,588) Dividends paid to non-controlling shareholders (33,563) (33,563) Deemed disposal of a subsidiary 44 (8,083) (8,083) At 31 December 2009 178,611 7,102,301 1,294,766 8,575,678 336,016 8,911,694 China Mengniu Dairy Company Limited Annual Report 2010

Consolidated Statement of Changes in Equity (Continued) For the year ended 31 December 2010 Attributable to owners of the Company Issued capital Other reserves Retained earnings Total Noncontrolling interests Total equity Notes RMB 000 RMB 000 RMB 000 RMB 000 RMB 000 RMB 000 Note 40(A) 40(A) At 1 January 2010 178,611 7,102,301 1,294,766 8,575,678 336,016 8,911,694 Profit for the year 1,237,273 1,237,273 118,644 1,355,917 Other comprehensive income for the year: Changes in fair value of availablefor-sale investments, net of tax 97,476 97,476 8,025 105,501 Exchange difference on translation of foreign operations (150,885) (150,885) (150,885) Total comprehensive income for the year (53,409) 1,237,273 1,183,864 126,669 1,310,533 Shares issued under equity-settled share option arrangements 42 68 13,343 13,411 13,411 Equity-settled share option arrangements 42 366,183 366,183 366,183 Transfer to statutory reserves 236,378 (236,378) Final 2009 dividend declared 10 (245,445) (245,445) (245,445) Dividends paid to non-controlling shareholders (27,228) (27,228) Acquisition of a subsidiary 43 221,287 221,287 Derecognition of puttable non-controlling interests 38 (135,627) (135,627) (197,299) (332,926) At 31 December 2010 178,679 7,529,169 2,050,216 9,758,064 459,445 10,217,509

Consolidated Statement of Cash Flows For the year ended 31 December 2010 76-77 2010 2009 Notes RMB 000 RMB 000 Cash flows from operating activities Profit before tax 1,538,102 1,346,346 Adjustments for: Interest income (87,884) (85,042) Finance costs 8 45,203 61,153 Depreciation of items of property, plant and equipment 6 697,996 663,863 Amortisation of land use rights 6 9,172 7,231 Amortisation of other intangible assets 6 5,608 4,304 Loss on disposal of items of property, plant and equipment 5 18,661 7,834 Share-based payment expense 42 366,183 284,646 Provision/(write-back of provision) for trade receivables and other receivables 6 (1,013) 15,980 Share of profits and losses of associates (40,438) (19,522) Write-down of inventories to net realisable value 5 865 1,033 Amortisation of deferred income 4 (14,857) (13,795) Foreign exchange differences, net 4 (57,338) (541) Loss on disposal of a subsidiary acquired with a view to resale 407 Loss on deemed disposal of a subsidiary 44 1,073 Gain on deemed disposal of an associate 4 (6,256) 2,474,004 2,274,970 Increase in other financial assets (58,552) (22,750) Decrease/(increase) in inventories (425,877) 103,062 Decrease/(increase) in trade and bills receivables 41,417 (241,101) Decrease/(increase) in pledged deposits 57,389 (103,195) Decrease/(increase) in prepayments, deposits and other receivables Increase/(decrease) in trade and bills payables Increase in accruals and other payables (632,163) 51,441 1,053,248 (54,627) 116,273 210,969 Cash generated from operations 2,625,739 2,218,769 Interest paid (38,864) (50,610) Income taxes paid (101,758) (36,588) Net cash flows from operating activities 2,485,117 2,131,571 China Mengniu Dairy Company Limited Annual Report 2010

Consolidated Statement of Cash Flows (Continued) For the year ended 31 December 2010 2010 2009 Notes RMB 000 RMB 000 Cash flows from investing activities Proceeds from disposal of items of property, plant and equipment 3,740 9,722 Purchase of items of property, plant and equipment (218,080) (244,431) Purchase of construction in progress 13 (865,743) (368,265) Purchase of other intangible assets 16 (1,678) (11,047) Purchase of land use rights (54,166) (72,195) Disposal/(purchase) of available-for-sale investments (129,776) 620 Acquisition of subsidiaries (281,639) Capital injection to associates (4,374) (4,077) Capital injection to a jointly-controlled entity (40,000) Receipt of government grants 10,713 51,422 Purchase of time deposits with original maturity of more than three months (759,161) (1,340,397) Interest received 82,020 67,735 Dividends received from associates 12,559 25,364 Dividends received from an available-for-sale investment 867 Disposal of associates 250 Disposal of a subsidiary acquired with a view to resale 96,199 Deemed disposal of a subsidiary 44 (6,288) Net cash flows used in investing activities (2,204,468) (1,835,638) Cash flows from financing activities Proceeds from interest-bearing bank loans 139,246 665,582 Repayment of interest-bearing bank loans (311,694) (1,720,636) Decrease/(increase) in pledged deposits for bank loans 81,180 (86,080) Dividends paid to owners of the Company 10 (245,445) Dividends paid to non-controlling shareholders (27,228) (32,640) Proceeds from other loans 42,356 48,565 Repayment of long term payables (87,407) (154,209) Capital contribution by the joint venture partner 40,000 Shares issued under equity-settled share option arrangements 42 13,411 20,669 Proceeds from issuance of new shares 39 2,696,341 Share issue costs 39 (1,858) Net cash flows from financing activities (395,581) 1,475,734

Consolidated Statement of Cash Flows (Continued) 78-79 For the year ended 31 December 2010 2010 2009 Notes RMB 000 RMB 000 Net increase/(decrease) in cash and cash equivalents (114,932) 1,771,667 Cash and cash equivalents at beginning of year 30 3,986,624 2,218,965 Effect of foreign exchange rate changes, net (96,437) (4,008) Cash and cash equivalents at end of year 30 3,775,255 3,986,624 Analysis of balances of cash and cash equivalents Cash and bank balances as stated in the consolidated statement of financial position Time deposits with original maturity more than three months 30 6,697,813 6,150,021 30 (2,922,558) (2,163,397) Cash and cash equivalents as stated in the consolidated statement of cash flows 30 3,775,255 3,986,624 China Mengniu Dairy Company Limited Annual Report 2010

Statement of Financial Position As at 31 December 2010 2010 2009 Notes RMB 000 RMB 000 NON-CURRENT ASSETS Property, plant and equipment 12 17 28 Available-for-sale investments 22 114,831 Loans to a subsidiary 18 2,680,430 Investments in subsidiaries 19 5,017,482 4,819,857 7,812,760 4,819,885 CURRENT ASSETS Dividends receivable 357,247 106,355 Prepayments, deposits and other receivables 29 36,949 1,437,024 Cash and cash equivalents 30 599,995 2,354,922 994,191 3,898,301 CURRENT LIABILITIES Accruals and other payables 1,544 2,516 1,544 2,516 NET CURRENT ASSETS 992,647 3,895,785 NET ASSETS 8,805,407 8,715,670 EQUITY Issued capital 39 178,679 178,611 Reserves 40(B) 8,626,728 8,537,059 TOTAL EQUITY 8,805,407 8,715,670 Niu Gensheng Director Yang Wenjun Director

Notes to Financial Statements 80-81 1. Corporate Information The Company was incorporated as an exempted company with limited liability in the Cayman Islands. The Company is an investment holding company and its subsidiaries are engaged in the manufacture and distribution of dairy products mainly in the People s Republic of China (the PRC ). 1. 2.1 Basis of Preparation These financial statements have been prepared in accordance with International Financial Reporting Standards ( IFRSs ) issued by the International Accounting Standards Board ( IASB ) and the disclosure requirements of the Hong Kong Companies Ordinance. They have been prepared on a historical cost basis except for share options and certain available-for-sale equity investments which have been measured at fair value. They are presented in Renminbi ( RMB ) and all values are rounded to the nearest thousand except when otherwise indicated. 2.1 Basis of consolidation The consolidated financial statements comprise the financial statements of the Company and its subsidiaries (collectively referred to as the Group ) for the year ended 31 December 2010. The financial statements of the subsidiaries are prepared for the same reporting period as the Company, using consistent accounting policies. All intragroup balances, transactions, unrealised gains and losses resulting from intra-group transactions and dividends are eliminated on consolidation in full. The result of subsidiaries are consolidated from the date of acquisition, being the date on which the Group obtains control, and continue to be consolidated until the day that such control ceases. Losses within a subsidiary are attributed to the non-controlling interest even if that results in a deficit balance. A change in the ownership of a subsidiary, without a loss of control, is accounted for as an equity transaction. The carrying amounts of the Group s interests and the non-controlling interests are adjusted to reflect the changes in their relative interests in the subsidiary. Any difference between the amount by which the non-controlling interests are adjusted and the fair value of the consideration paid or received is recognised directly in equity and attributed to owners of the Company. If the Group loses control over a subsidiary, it derecognises (i) the assets (including goodwill) and liabilities of the subsidiary, (ii) the carrying amount of any non-controlling interest and (iii) the cumulative translation differences recorded in equity; and recognises (i) the fair value of the consideration received, (ii) the fair value of any investment retained and (iii) any resulting surplus or deficit in profit or loss. The Group s share of components previously recognised in other comprehensive income is reclassified to profit or loss or retained profits, as appropriate. (i) (ii) (iii) (i) (ii)(iii) China Mengniu Dairy Company Limited Annual Report 2010

Notes to Financial Statements (Continued) 2.2 Impact of New and Revised IFRSs The Group has adopted the following new and revised IFRSs for the first time for the current year s financial statements. 2.2 IFRS 1 (Revised) IFRS 1 Amendments IFRS 2 Amendments IAS 39 Amendment IFRIC 17 Amendments to IFRS 5 included in Improvements to IFRSs (May 2008) Improvements to IFRSs (April 2009) First-time Adoption of International Financial Reporting Standards Amendments to IFRS 1 First-time Adoption of International Financial Reporting Standards Additional Exemptions for First-time Adopters Amendments to IFRS 2 Share-based Payment Group Cash-settled Share-based Payment Transactions Amendment to IAS 39 Financial Instruments: Recognition and Measurement Eligible Hedged Items Distributions of Non-cash Assets to Owners Amendments to IFRS 5 Non-current Assets Held for Sale and Discontinued Operations Plan to sell the controlling interest in a subsidiary Amendments to a number of IFRSs 1 1 1 2 2 39 39 17 5 5 Other than as further explained below, the adoption of the new and revised IFRSs has had no significant financial effect on these financial statements. The principal effects of adopting these new and revised IFRSs are as follows: Improvements to IFRSs (April 2009) In April 2009, the IASB issued its second omnibus of amendments to its standards, primarily with a view to removing inconsistencies and clarifying wording. There are separate transitional provisions for each standard. The adoption of the following amendments resulted in changes to accounting policies but did not have any impact on the financial position or performance of the Group.

Notes to Financial Statements (Continued) 82-83 2.2 Impact of New and Revised IFRSs (CONTINUED) Improvements to IFRSs (April 2009) (CONTINUED) IFRS 8 Operating Segment: Clarifies that segment assets and liabilities need only be reported when those assets and liabilities are included in measures that are used by the chief operating decision maker. As the Group s chief operating decision maker does review segment assets and liabilities, the Group has continued to disclose this information in note 3. 2.2 8 3 IAS 7 Statement of Cash Flows: States that only expenditure that results in recognising an asset can be classified as a cash flow from investing activities. This amendment will impact amongst others, the presentation in the statement of cash flows of the contingent consideration on the business combination completed in 2010 upon cash settlement. 7 IAS 36 Impairment of Assets: Clarifies that the largest unit permitted for allocating goodwill, acquired in a business combination, is the operating segment as defined in IFRS 8 before aggregation for reporting purposes. The amendment has no impact on the Group as the annual impairment test is performed before aggregation. 36 8 Other amendments resulting from Improvements to IFRSs did not have any impact on the accounting policies, financial position or performance of the Group. China Mengniu Dairy Company Limited Annual Report 2010

Notes to Financial Statements (Continued) 2.3 Issued But Not Yet Effective IFRSs The Group has not applied the following new and revised IFRSs, that have been issued but are not yet effective, in these financial statements. 2.3 IFRS 1 Amendment Amendment to IFRS 1 First-time Adoption of International Financial Reporting Standards Limited Exemption from Comparative IFRS 7 Disclosures for First-time Adopters 2 IFRS 1 Amendment Amendment to IFRS 1 First-time Adoption of International Financial Reporting Standards Replacement of fixed dates for Certain Exceptions with the date of transition to IFRSs 4 IFRS 1 Amendment Amendment to IFRS 1 First-time Adoption of International Financial Reporting Standards Reporting Standards Additional Exemption for Entities Ceasing to Suffer from Severe Hyperinflation 4 IFRS 7 Amendments Amendments to IFRS 7 Financial Instruments: Disclosures Transfers of Financial Assets 4 IFRS 9 Financial Instruments 5 IAS12 Amendments Amendments to IAS12 Income Taxes Recovery of Underlying Assets 5 IAS 24 (Revised) Related Party Disclosures 1 1 1 7 9 12 24 1 7 2 1 4 1 4 7 4 5 12 5 IAS 32 Amendment Amendment to IAS 32 Financial Instruments: Presentation-Classification of Rights Issues 1 IFRIC-Int 14 Amendments Amendments to IFRIC-Int 14 Prepayments of a Minimum Funding Requirement 3 IFRIC-Int 19 Extinguishing Financial Liabilities with Equity Instruments 2 32 14 19 32 1 14 3 2

Notes to Financial Statements (Continued) 84-85 2.3 Issued But Not Yet Effective IFRSs (CONTINUED) Apart from the above, the IASB has issued Improvements to IFRSs 2010 which sets out amendments to a number of IFRSs primarily with a view to removing inconsistencies and clarifying wording. The amendments to IFRS 3 and IAS 27 are effective for annual periods beginning on or after 1 July 2010, whereas the amendments to IFRS 1, IFRS 7, IAS 1, IAS 34 and IFRIC-Int 13 are effective for annual periods beginning on or after 1 January 2011 although there are separate transitional provisions for each standard. 2.3 3 27 1 7 1 34 13 1 Effective for annual periods beginning on or after 1 February 2010 2 Effective for annual periods beginning on or after 1 July 2010 3 Effective for annual periods beginning on or after 1 January 2011 4 Effective for annual periods beginning on or after 1 July 2011 5 Effective for annual periods beginning on or after 1 July 2012 6 Effective for annual periods beginning on or after 1 January 2013 1 2 3 4 5 6 The Group is in the process of making an assessment of the impact of these new and revised IFRSs upon initial application. The Group considers that these new and revised IFRSs are unlikely to have a significant impact on the Group s results of operations and financial position. 2.4 Summary of Significant Accounting Policies Subsidiaries A subsidiary is an entity whose financial and operating policies the Company controls, directly or indirectly, so as to obtain benefits from its activities. 2.4 The results of subsidiaries are included in the Company s income statement to the extent of dividends received and receivable. The Company s interests in subsidiaries that are not classified as held-forsale in accordance with IFRS 5 are stated at cost less any impairment losses. 5 China Mengniu Dairy Company Limited Annual Report 2010

Notes to Financial Statements (Continued) 2.4 Summary of Significant Accounting Policies (CONTINUED) Associates An associate is an entity, not being a subsidiary or a jointly-controlled entity, in which the Group has a long term interest of generally not less than 20% of the equity voting rights and over which it is in a position to exercise significant influence. 2.4 20% The Group s investments in associates are stated in the consolidated statement of financial position at the Group s share of net assets under the equity method of accounting, less any impairment losses. The Group s share of the post-acquisition results and reserves of associates is included in the consolidated income statement and consolidated reserves, respectively. Unrealised gains and losses resulting from transactions between the Group and its associates are eliminated to the extent of the Group s investments in the associates, except where unrealised losses provide evidence of an impairment of the asset transferred. Goodwill arising from the acquisition of associates is included as part of the Group s investments in associates and is not individually tested for impairment. The results of associates are included in the Company s income statement to the extent of dividends received and receivable. The Company s investments in associates are treated as non-current assets and are stated at cost less any impairment losses. Jointly-controlled entities A jointly-controlled entity is a joint venture that is subject to joint control, resulting in none of the participating parties having unilateral control over the economic activity of the jointly-controlled entity. The Group s investments in its jointly-controlled entities are accounted for by the proportionate consolidation method, which involves recognising its share of the jointly-controlled entities assets, liabilities, income and expenses with similar items in the consolidated financial statements on a line-by-line basis. Unrealised gains and losses resulting from transactions between the Group and its jointly-controlled entities are eliminated to the extent of the Group s investments in the jointlycontrolled entities, except where unrealised losses provide evidence of an impairment of the asset transferred. Adjustments are made to bring into line any dissimilar accounting policies that may exist.

Notes to Financial Statements (Continued) 86-87 2.4 Summary of Significant Accounting Policies (CONTINUED) Business combinations and goodwill Business combinations from 1 January 2009 Business combinations are accounted for using the acquisition method. The consideration transferred is measured at the acquisition date fair value which is the sum of the acquisition date fair values of assets transferred by the Group, liabilities assumed by the Group to the former owners of the acquiree and the equity interests issued by the Group in exchange for control of the acquiree. For each business combination, the acquirer measures the non-controlling interest in the acquiree either at fair value or at the proportionate share of the acquiree s identifiable net assets. Acquisition costs are expensed as incurred. 2.4 When the Group acquires a business, it assesses the financial assets and liabilities assumed for appropriate classification and designation in accordance with the contractual terms, economic circumstances and pertinent conditions as at the acquisition date. This includes the separation of embedded derivatives in host contracts by the acquiree. If the business combination is achieved in stages, the acquisition date fair value of the acquirer s previously held equity interest in the acquiree is remeasured to fair value as at the acquisition date through profit or loss. Any contingent consideration to be transferred by the acquirer is recognised at fair value at the acquisition date. Subsequent changes to the fair value of the contingent consideration which is deemed to be an asset or liability is recognised in accordance with IAS 39 either in profit or loss or as a change to other comprehensive income. If the contingent consideration is classified as equity, it shall not be remeasured until it is finally settled within equity. 39 Goodwill is initially measured at cost being the excess of the aggregate of the consideration transferred, the amount recognised for noncontrolling interests and any fair value of the Group s previously held equity interests in the acquiree over the net identifiable assets acquired and liabilities assumed. If the sum of this consideration and other items is lower than the fair value of the net assets of the subsidiary acquired, the difference is, after reassessment, recognised in profit or loss as a gain on bargain purchase. China Mengniu Dairy Company Limited Annual Report 2010

Notes to Financial Statements (Continued) 2.4 Summary of Significant Accounting Policies (CONTINUED) Business combinations and goodwill (CONTINUED) Business combinations from 1 January 2009 (CONTINUED) After initial recognition, goodwill is measured at cost less any accumulated impairment losses. Goodwill is tested for impairment annually or more frequently if events or changes in circumstances indicate that the carrying value may be impaired. The Group performs its annual impairment test of goodwill as at 31 December. For the purpose of impairment testing, goodwill acquired in a business combination is, from the acquisition date, allocated to each of the Group s cash-generating units, or groups of cash-generating units, that are expected to benefit from the synergies of the combination, irrespective of whether other assets or liabilities of the Group are assigned to those units or groups of units. 2.4 Impairment is determined by assessing the recoverable amount of the cash-generating unit (group of cash-generating units) to which the goodwill relates. Where the recoverable amount of the cashgenerating unit (group of cash-generating units) is less than the carrying amount, an impairment loss is recognised. An impairment loss recognised for goodwill is not reversed in a subsequent period. Where goodwill forms part of a cash-generating unit (group of cashgenerating units) and part of the operation within that unit is disposed of, the goodwill associated with the operation disposed of is included in the carrying amount of the operation when determining the gain or loss on disposal of the operation. Goodwill disposed of in this circumstance is measured based on the relative values of the operation disposed of and the portion of the cash-generating unit retained. Business combinations prior to 1 January 2009 but after 1 January 2005 In comparison to the above-mentioned requirements which were applied on a prospective basis, the following differences applied to business combinations prior to 1 January 2009: Business combinations were accounted for using the purchase method. Transaction costs directly attributable to the acquisition formed part of the acquisition costs. The non-controlling interest (formerly known as minority interest) was measured at the proportionate share of the acquiree s identifiable net assets. Business combinations achieved in stages were accounted for as separate steps. Any additional acquired share of interest did not affect previously recognised goodwill.

Notes to Financial Statements (Continued) 88-89 2.4 Summary of Significant Accounting Policies (CONTINUED) Business combinations and goodwill (CONTINUED) Business combinations prior to 1 January 2009 but after 1 January 2005 (CONTINUED) When the Group acquired a business, embedded derivatives separated from the host contract by the acquiree were not reassessed on acquisition unless the business combination resulted in a change in the terms of the contract that significantly modified the cash flows that otherwise would have been required under the contract. 2.4 Contingent consideration was recognised if, and only if, the Group had a present obligation, the economic outflow was more likely than not and a reliable estimate was determinable. Subsequent adjustments to the contingent consideration were recognised as part of goodwill. Property, plant and equipment, other than construction in progress, are stated at cost (or valuation) less accumulated depreciation and any impairment losses. When an item of property, plant and equipment is classified as held for sale or when it is part of a disposal group classified as held for sale, it is not depreciated and is accounted for in accordance with IFRS 5, as further explained in the accounting policy for Noncurrent assets and disposal groups held for sale. The cost of an item of property, plant and equipment comprises its purchase price and any directly attributable costs of bringing the asset to its working condition and location for its intended use. 5 Expenditure incurred after items of property, plant and equipment have been put into operation, such as repairs and maintenance, is normally charged to the income statement in the period in which it is incurred. In situations where the recognition criteria are satisfied, the expenditure for a major inspection is capitalised in the carrying amount of the asset as a replacement. Where significant parts of property, plant and equipment are required to be replaced at intervals, the Group recognises such parts as individual assets with specific useful lives and depreciation. Depreciation is calculated on the straight-line basis to write off the cost of each item of property, plant and equipment to its residual value over its estimated useful life. China Mengniu Dairy Company Limited Annual Report 2010

Notes to Financial Statements (Continued) 2.4 Summary of Significant Accounting Policies (CONTINUED) Property, plant and equipment and depreciation The estimated useful lives of property, plant and equipment are as follows: 2.4 Buildings and structures Plant and machinery Office equipment Motor vehicles 20 years 5 to 10 years 5 years 5 years 20 5 10 5 5 Where parts of an item of property, plant and equipment have different useful lives, the cost of that item is allocated on a reasonable basis among the parts and each part is depreciated separately. Residual values, useful lives and the depreciation method are reviewed, and adjusted if appropriate, at least at each financial year end. An item of property, plant and equipment and any significant part initially recognised is derecognised upon disposal or when no future economic benefits are expected from its use or disposal. Any gain or loss on disposal or retirement recognised in the income statement in the year the asset is derecognised is the difference between the net sales proceeds and the carrying amount of the relevant asset. Construction in progress Construction in progress represents plants and properties under construction, which is stated at cost less any impairment losses, and is not depreciated. Cost comprises the direct costs of construction and capitalised borrowing costs on related borrowed funds during the period of construction. Construction in progress is reclassified to the appropriate category of property, plant and equipment when completed and ready for use. Intangible assets (other than goodwill) Intangible assets acquired separately are measured on initial recognition at cost. The cost of intangible assets acquired in a business combination is the fair value as at the date of acquisition. The useful lives of intangible assets are assessed to be either finite or indefinite. Intangible assets with finite lives are amortised over the useful economic life and assessed for impairment whenever there is an indication that the intangible asset may be impaired. The amortisation period and the amortisation method for an intangible asset with a finite useful life are reviewed at least at each financial year end.

Notes to Financial Statements (Continued) 90-91 2.4 Summary of Significant Accounting Policies (CONTINUED) Intangible assets (other than goodwill) (CONTINUED) Intangible assets with indefinite useful lives are tested for impairment annually either individually or at the cash-generating unit level. Such intangible assets are not amortised. The useful life of an intangible asset with an indefinite life is reviewed annually to determine whether indefinite life assessment continues to be supportable. If not, the change in the useful life assessment from indefinite to finite is accounted for on a prospective basis. 2.4 Trademarks Trademarks acquired separately are measured at cost. Trademarks acquired as part of a business combination are valued at fair value based on the royalty relief method. Trademarks with finite useful life are amortised on the straight-line basis over their estimated useful lives of 10 years. Trademarks with indefinite useful life are tested for impairment annually. 10 Patents and licences Purchased patents and licences are stated at cost less any impairment losses and are amortised on the straight-line basis over their estimated useful lives of 10 years. 10 Research and development costs All research costs are charged to the income statement as incurred. Expenditure incurred on projects to develop new products is capitalised and deferred only when the Group can demonstrate the technical feasibility of completing the intangible asset so that it will be available for use or sale, its intention to complete and its ability to use or sell the asset, how the asset will generate future economic benefits, the availability of resources to complete the project and the ability to measure reliably the expenditure during the development. Product development expenditure which does not meet these criteria is expensed when incurred. Deferred development costs are stated at cost less any impairment losses and are amortised using the straight-line basis over the commercial lives of the underlying products commencing from the date when the products are put into commercial production. China Mengniu Dairy Company Limited Annual Report 2010

Notes to Financial Statements (Continued) 2.4 Summary of Significant Accounting Policies (CONTINUED) Intangible assets (other than goodwill) (CONTINUED) Computer software Acquired computer software licences are capitalised on the basis of the costs incurred to acquire and bring to use the specific software. These costs are amortised on the straight-line basis over their estimated useful lives of 3 to 10 years. 2.4 3 10 Non-current assets and disposal groups held for sale Non-current assets and disposal groups are classified as held for sale if their carrying amounts will be recovered principally through a sales transaction rather than through continuing use. For this to be the case, the asset or disposal group must be available for immediate sale in its present condition subject only to terms that are usual and customary for the sale of such assets or disposal groups and its sale must be highly probable. All assets and liabilities of a subsidiary classified as a disposal group are reclassified as held for sale regardless of whether the Group retains a non-controlling interest in its former subsidiary after the sale. Non-current assets and disposal groups classified as held for sale are measured at the lower of their carrying amounts and fair values less costs to sell. Property, plant and equipment and intangible assets classified as held for sale are not depreciated or amortised. Impairment of non-financial assets Where an indication of impairment exists, or when annual impairment testing for an asset is required (other than inventories, construction contract assets, financial assets, investment properties, goodwill and non-current assets/a disposal group classified as held for sale), the asset s recoverable amount is estimated. An asset s recoverable amount is the higher of the asset s or cash-generating unit s value in use and its fair value less costs to sell, and is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or groups of assets, in which case the recoverable amount is determined for the cash-generating unit to which the asset belongs. An impairment loss is recognised only if the carrying amount of an asset exceeds its recoverable amount. In assessing value in use, the estimated future cash flows are discounted to their present value using a pretax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. An impairment loss is charged to the income statement in the period in which it arises in those expense categories consistent with the function of the impaired asset.

Notes to Financial Statements (Continued) 92-93 2.4 Summary of Significant Accounting Policies (CONTINUED) Impairment of non-financial assets (CONTINUED) An assessment is made at the end of each reporting period as to whether there is any indication that previously recognised impairment losses may no longer exist or may have decreased. If such an indication exists, the recoverable amount is estimated. A previously recognised impairment loss of an asset other than goodwill is reversed only if there has been a change in the estimates used to determine the recoverable amount of that asset, but not to an amount higher than the carrying amount that would have been determined (net of any depreciation/ amortisation) had no impairment loss been recognised for the asset in prior years. A reversal of such an impairment loss is credited to the income statement in the period in which it arises (only if there are revalued assets in the financial statements), unless the asset is carried at a revalued amount, in which case the reversal of the impairment loss is accounted for in accordance with the relevant accounting policy for that revalued asset. 2.4 Inventories Inventories are valued at the lower of cost and net realisable value. Costs incurred in bringing each product to its present location and conditions are accounted for as follows: Raw materials cost on a weighted average basis; Finished goods cost of direct materials and labour and a proportion of manufacturing overheads based on normal operating capacity but excluding borrowing costs on a weighted average basis. Net realisable value is the estimated selling price less any estimated costs of completion and the estimated costs necessary to make the sale. China Mengniu Dairy Company Limited Annual Report 2010

Notes to Financial Statements (Continued) 2.4 Summary of Significant Accounting Policies (CONTINUED) Cash and cash equivalents For the purpose of the consolidated statement of cash flows, cash and cash equivalents comprise cash on hand and demand deposits, and short term highly liquid investments that are readily convertible into known amounts of cash, are subject to an insignificant risk of changes in value, and have a short maturity of three months or less when acquired, less bank overdrafts which are repayable on demand and form an integral part of the Group s cash management. 2.4 For the purpose of the statement of financial position, cash and cash equivalents comprise cash on hand and at banks, including term deposits, and assets similar in nature to cash, which are not restricted as to use. Investments and other financial assets Initial recognition and measurement Financial assets within the scope of IAS 39 are classified as financial assets at fair value through profit or loss, loans and receivables and available-for-sale investments, or as derivatives designated as hedging instruments in an effective hedge, as appropriate. The Group determines the classifications of its financial assets at initial recognition. When financial assets are recognised initially, they are measured at fair value, plus, in the case of investments not at fair value through profit or loss, directly attributable transaction costs. 39 All regular way purchases and sales of financial assets are recognised on the trade date, that is, the date that the Group commits to purchase or sell the asset. Regular way purchases or sales are purchases or sales of financial assets that require delivery of assets within the period generally established by regulation or convention in the marketplace. The Group s financial assets include cash and bank balances, trade and bills receivables, other receivables, entrusted loans and quoted and unquoted available-for-sale equity investments. Subsequent measurement The subsequent measurement of financial assets depends on their classification as follows:

Notes to Financial Statements (Continued) 94-95 2.4 Summary of Significant Accounting Policies (CONTINUED) Investments and other financial assets (CONTINUED) Loans and receivables Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. After initial measurement, loans and receivables are subsequently measured at amortised cost using the effective interest rate method less any allowance for impairment. Amortised cost is calculated by taking into account any discount or premium on acquisition and includes fees or costs that are an integral part of the effective interest rate. The effective interest rate amortisation is included in finance income in the consolidated income statement. The loss arising from impairment is recognised in the consolidated income statement in other operating expenses. 2.4 Available-for-sale investments Available-for-sale financial investments are non-derivative financial assets in listed and unlisted equity and debt securities. Equity investments classified as available for sale are those which are neither classified as held for trading nor designated at fair value through profit or loss. Debt securities in this category are those which are intended to be held for an indefinite period of time and which may be sold in response to needs for liquidity or in response to changes in market conditions. After initial recognition, available for sale investments are subsequently measured at fair value, with unrealised gains or losses recognised as other comprehensive income in the available-for-sale investment valuation reserve until the investment is derecognised, at which time the cumulative gain and loss is recognised in the consolidated income statement in other income, or until the investment is determined to be impaired at which time the cumulative gain or loss is recognised in the consolidated income statement in other operating expenses and removed from the available-for-sale investment valuation reserve. Interest and dividends earned are reported as interest income and dividend income, respectively and are recognised in the consolidated income statement as Other income and gains in accordance with the policies set out for Revenue recognition below. China Mengniu Dairy Company Limited Annual Report 2010

Notes to Financial Statements (Continued) 2.4 Summary of Significant Accounting Policies (CONTINUED) Investments and other financial assets (CONTINUED) Available-for-sale investments (CONTINUED) When the fair value of unlisted equity securities cannot be reliably measured because (a) the variability in the range of reasonable fair value estimates is significant for that investment or (b) the probabilities of the various estimates within the range cannot be reasonably assessed and used in estimating fair value, such securities are stated at cost less any impairment losses. 2.4 (a) (b) The Group evaluates its available-for-sale financial assets whether the ability and intention to sell them in the near term are still appropriate. When the Group is unable to trade these financial assets due to inactive markets and management s intent to do so significantly changes in the foreseeable future, the Group may elect to reclassify these financial assets in rare circumstances. Reclassification to loans and receivables is permitted when the financial assets meet the definition of loans and receivables and the Group has the intent and ability to hold these assets for the foreseeable future or to maturity. The reclassification to the held-to-maturity category is permitted only when the entity has the ability and intent to hold until the maturity date of the financial asset. For a financial asset reclassified out of the available-for-sale category, any previous gain or loss on that asset that has been recognised in equity is amortised to profit or loss over the remaining life of the investment using the effective interest rate. Any difference between the new amortised cost and the expected cash flows is also amortised over the remaining life of the asset using the effective interest rate. If the asset is subsequently determined to the impaired, then the amount recorded in equity is reclassified to the income statement.

Notes to Financial Statements (Continued) 96-97 2.4 Summary of Significant Accounting Policies (CONTINUED) Impairment of financial assets The Group assesses at the end of each reporting period whether there is any objective evidence that a financial asset or a group of financial assets is impaired. A financial asset or a group of financial assets is deemed to be impaired if, and only if, there is objective evidence of impairment as a result of one or more events that has occurred after the initial recognition of the asset (an incurred loss event ) and that loss event has an impact on the estimated future cash flows of the financial asset or the group of financial assets that can be reliably estimated. Evidence of impairment may include indications that a debtor or a group of debtors is experiencing significant financial difficulty, default or delinquency in interest or principal payments, the probability that they will enter bankruptcy or other financial reorganisation and observable data indicating that there is a measurable decrease in the estimated future cash flows, such as changes in arrears or economic conditions that correlate with defaults. 2.4 Financial assets carried at amortised cost For financial assets carried at amortised cost, the Group first assesses individually whether objective evidence of impairment exists for financial assets that are individually significant, or collectively for financial assets that are not individually significant. If the Group determines that no objective evidence of impairment exists for an individually assessed financial asset, whether significant or not, it includes the asset in a group of financial assets with similar credit risk characteristics and collectively assesses them for impairment. Assets that are individually assessed for impairment and for which an impairment loss is, or continues to be, recognised are not included in a collective assessment of impairment. If there is objective evidence that an impairment loss has been incurred, the amount of the loss is measured as the difference between the asset s carrying amount and the present value of estimated future cash flows (excluding future credit losses that have not been incurred). The present value of the estimated future cash flows is discounted at the financial asset s original effective interest rate (i.e., the effective interest rate computed at initial recognition). If a loan has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate. China Mengniu Dairy Company Limited Annual Report 2010

Notes to Financial Statements (Continued) 2.4 Summary of Significant Accounting Policies (CONTINUED) Impairment of financial assets (CONTINUED) Financial assets carried at amortised cost (CONTINUED) The carrying amount of the asset is reduced through the use of an allowance account and the amount of the loss is recognised in the consolidated income statement. Interest income continues to be accrued on the reduced carrying amount and is accrued using the rate of interest used to discount the future cash flows for the purpose of measuring the impairment loss. Loans and receivables together with any associated allowance are written off when there is no realistic prospect of future recovery. 2.4 If, in a subsequent period, the amount of the estimated impairment loss increases or decreases because of the event occurring after the impairment was recognised, the previously recognised impairment loss is increased or reduced by adjusting the allowance account. If a further write-off is later recovered, the recovery is credited to the income statement. Assets carried at cost If there is objective evidence that an impairment loss has been incurred on an unquoted equity instrument that is not carried at fair value because its fair value cannot be reliably measured, the amount of the loss is measured as the difference between the asset s carrying amount and the present value of estimated future cash flows discounted at the current market rate of return for a similar financial asset. Impairment losses on these assets are not reversed. Available-for-sale financial investments For available-for-sale financial investments, the Group assesses at the end of each reporting period whether there is objective evidence that an investment or a group of investments is impaired. If an available-for-sale financial asset is impaired, an amount comprising the difference between its cost (net of any principal payment and amortisation) and its current fair value, less any impairment loss previously recognised in the consolidated income statement, is removed from other comprehensive income and recognised in the consolidated income statement.

Notes to Financial Statements (Continued) 98-99 2.4 Summary of Significant Accounting Policies (CONTINUED) Impairment of financial assets (CONTINUED) Available-for-sale financial investments (CONTINUED) In the case of equity investments classified as available for sale, objective evidence would include a significant or prolonged decline in the fair value of an investment below its cost. The determination of what is significant or prolonged requires judgement. significant is evaluated against the original cost of the investment and prolonged against the period in which the fair value has been below its original cost. Where there is evidence of impairment, the cumulative loss measured as the difference between the acquisition cost and the current fair value, less any impairment loss on that investment previously recognised in the consolidated income statement is removed from other comprehensive income and recognised in the consolidated income statement. Impairment losses on equity instruments classified as available for sale are not reversed through the consolidated income statement. Increases in their fair value after impairment are recognised directly in other comprehensive income. 2.4 In the case of debt instruments classified as available for sale, impairment is assessed based on the same criteria as financial assets carried at amortised cost. However, the amount recorded for impairment is the cumulative loss measured as the difference between the amortised cost and the current fair value, less any impairment loss on that investment previously recognised in the income statement. Future interest income continues to be accrued based on the reduced carrying amount of the asset and is accrued using the rate of interest used to discount the future cash flows for the purpose of measuring the impairment loss. The interest income is recorded as part of finance income. Impairment losses on debt instruments are reversed through the income statement if the increase in fair value of the instruments can be objectively related to an event occurring after the impairment loss was recognised in the income statement. China Mengniu Dairy Company Limited Annual Report 2010

Notes to Financial Statements (Continued) 2.4 Summary of Significant Accounting Policies (CONTINUED) Derecognition of financial assets A financial asset (or, where applicable, a part of a financial asset or part of a group of similar financial assets) is derecognised when: 2.4 the rights to receive cash flows from the asset have expired; or the Group has transferred its rights to receive cash flows from the asset or has assumed an obligation to pay the received cash flows in full without material delay to a third party under a passthrough arrangement and either (a) the Group has transferred substantially all the risks and rewards of the asset, or (b) the Group has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset. (a) (b) When the Group has transferred its rights to receive cash flows from an asset or has entered into a pass-through arrangement, and has neither transferred nor retained substantially all the risks and rewards of the asset nor transferred control of the asset, the asset is recognised to the extent of the Group s continuing involvement in the asset. In that case, the Group also recognises an associated liability. The transferred asset and associated liability are measured on a basis that reflects the rights and obligations that the Group has retained. Continuing involvement that takes the form of a guarantee over the transferred asset is measured at the lower of the original carrying amount of the asset and the maximum amount of consideration that the Group could be required to repay. Financial liabilities Initial recognition and measurement Financial liabilities within the scope of IAS 39 are classified as financial liabilities at fair value through profit or loss, loans and borrowings or as derivatives designated as hedging instruments in an effective hedge as appropriate. The Group determines the classification of its financial liabilities at initial recognition. 39

Notes to Financial Statements (Continued) 100-101 2.4 Summary of Significant Accounting Policies (CONTINUED) Financial liabilities (CONTINUED) Initial recognition and measurement (CONTINUED) All financial liabilities are recognised at fair value and in the case of loans and borrowings, plus directly attributable transaction costs. 2.4 The Group s financial liabilities include trade and bills payables, other payables, financial guarantee contracts, interest-bearing loans and borrowings and other financial liabilities. Subsequent measurement The subsequent measurement of financial liabilities depends on their classification as follows: Loans and borrowings After initial recognition, interest-bearing loans and borrowings are subsequently measured at amortised cost, using the effective interest method unless the effect of discounting would be immaterial, in which case they are stated at cost. Gains and losses are recognised in the consolidated income statement when the liabilities are derecognised as well as through the effective interest rate method amortisation process. Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the effective interest rate. The effective interest rate amortisation is included in finance costs in the consolidated income statement. Financial guarantee contracts Financial guarantee contracts issued by the Group are those contracts that require a payment to be made to reimburse the holder for a loss it incurs because the specified debtor fails to make a payment when due in accordance with the terms of a debt instrument. A financial guarantee contract is recognised initially as a liability at its fair value, adjusted for transaction costs that are directly attributable to the issuance of the guarantee. Subsequent to initial recognition, the Group measures the financial guarantee contract at the higher of: (i) the amount of the best estimate of the expenditure required to settle the present obligation at the end of the reporting period; and (ii) the amount initially recognised less, when appropriate, cumulative amortisation. (i) (ii) China Mengniu Dairy Company Limited Annual Report 2010

Notes to Financial Statements (Continued) 2.4 Summary of Significant Accounting Policies (CONTINUED) Derecognition of financial liabilities A financial liability is derecognised when the obligation under the liability is discharged or cancelled, or expires. 2.4 Where an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as a derecognition of the original liability and the recognition of a new liability, and the difference between the respective carrying amounts is recognised in the consolidated income statement. Offsetting of financial instruments Financial assets and financial liabilities are offset and the net amount is reported in the statement of financial position if, and only if, there is currently enforceable legal right to offset the recognised amounts and there is an intention to settle on a net basis, or to realise the assets and settle the liabilities simultaneously. Fair value of financial instruments The fair value of financial instruments that are traded in active financial markets is determined by reference to quoted market prices or dealer price quotations (bid price for long positions and ask price for short positions), without any deduction for transaction costs. For financial instruments where there is no active market, fair value is determined using appropriate valuation techniques. Such techniques include using recent arm s length market transactions; reference to the current market value of another instrument which is substantially the same; and a discounted cash flow analysis. Provisions A provisions is recognised when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. When the effect of discounting is material, the amount recognised for a provision is the present value at the end of the reporting period of the future expenditures expected to be required to settle the obligation. The increase in the discounted present value amount arising from the passage of time is included in finance costs in the income statement.

Notes to Financial Statements (Continued) 102-103 2.4 Summary of Significant Accounting Policies (CONTINUED) Provisions (CONTINUED) A contingent liability recognised in a business combination is initially measured at its fair value. Subsequently, it is measured at the higher of (i) the amount that would be recognised in accordance with the general guidance for provisions above; and (ii) the amount initially recognised less, when appropriate, cumulative amortisation recognised in accordance with the guidance for revenue recognition. Income tax Income tax comprises current and deferred tax. Income tax relating to items recognised outside profit or loss is recognised outside profit or loss, either in other comprehensive income or directly in equity. 2.4 (i) (ii) Current income tax Current tax assets and liabilities for the current and prior periods are measured at the amount expected to be recovered from or paid to the taxation authorities, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period, taking into considerations and practices prevailing in the countries in which the Group operates. Deferred income tax Deferred tax is provided, using the liability method on temporary differences at the end of the reporting period between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes. Deferred tax liabilities are recognised for all taxable temporary differences, except: where the deferred tax liability arises from the initial recognition of goodwill or an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss; and in respect of taxable temporary differences associated with investments in subsidiaries, associates and a joint venture, where the timing of the reversal of the temporary differences can be controlled and it is probable that the temporary differences will not reverse in the foreseeable future. China Mengniu Dairy Company Limited Annual Report 2010

Notes to Financial Statements (Continued) 2.4 Summary of Significant Accounting Policies (CONTINUED) Deferred income tax (CONTINUED) Deferred tax assets are recognised for all deductible temporary differences, carryforward of unused tax credits and unused tax losses, to the extent that it is probable that taxable profit will be available against which the deductible temporary differences, and the carryforward of unused tax credits and unused tax losses can be utilised, except: 2.4 where the deferred tax asset relating to the deductible temporary differences arises from the initial recognition of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss; and in respect of deductible temporary differences associated with investments in subsidiaries, associates and a joint venture, deferred tax assets are only recognised to the extent that it is probable that the temporary differences will reverse in the foreseeable future and taxable profit will be available against which the temporary differences can be utilised. The carrying amount of deferred tax assets is reviewed at the end of the reporting period and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred tax asset to be utilised. Unrecognised deferred tax assets are reassessed at the end of the reporting period and are recognised to the extent that it has become probable that future taxable profit will allow the deferred tax asset to be recovered. Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the year when the asset is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period. Deferred tax assets and deferred tax liabilities are offset if a legally enforceable right exists to set off current income tax assets against current tax liabilities and the deferred taxes relate to the same taxable entity and the same taxation authority.

Notes to Financial Statements (Continued) 104-105 2.4 Summary of Significant Accounting Policies (CONTINUED) Revenue recognition Revenue is recognised when it is probable that the economic benefits will flow to the Group and when the revenue can be measured reliably, on the following bases: 2.4 Sale of goods Revenue is recognised when the significant risks and rewards of ownership of the goods have been transferred to the buyer, provided that the Group maintains neither managerial involvement to the degree usually associated with ownership, nor effective control over the goods sold. Interest income Revenue is recognised as interest accrues using the effective interest method by applying the rate that exactly discounts estimated future cash receipts through the expected life of the financial instrument or a shorter period, when appropriate, to the net carrying amount of the financial asset. Dividends Revenue is recognised when the shareholders right to receive the payment is established. Government grants Government grants are recognised at their fair value where there is reasonable assurance that the grant will be received and all attaching conditions will be complied with. When the grant relates to an expense item, it is recognised as income over the periods necessary to match the grant on a systematic basis to the costs that it is intended to compensate. Where the grant relates to an asset, the fair value is credited to a deferred income account and is released to the consolidated income statement over the expected useful life of the relevant asset by equal annual instalments or deducted from the carrying amount of the asset and released to the consolidated income statement by way of a reduced depreciation charge. China Mengniu Dairy Company Limited Annual Report 2010

Notes to Financial Statements (Continued) 2.4 Summary of Significant Accounting Policies (CONTINUED) Government grants (CONTINUED) Where the Group receives a non-monetary grant, the asset and the grant are recorded at the fair value of the non-monetary asset and released to the consolidated income statement over the expected useful life of the relevant asset by equal annual instalments. 2.4 Where the Group receives government loans granted with no or at a below-market rate of interest for the construction of a qualifying asset, the initial carrying amount of the government loans is determined using the effective interest rate method, as further explained in the accounting policy for Financial liabilities above. The benefit of the government loans granted with no or at a below-market rate of interest, which is the difference between the initial carrying value of the loans and the proceeds received, is treated as a government grant and released to the consolidated income statement over the expected useful life of the relevant asset by equal annual instalments. Borrowing costs Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets, i.e., assets that necessarily take a substantial period of time to prepare for their intended use, are capitalised as a part of the cost of those assets. The capitalisation of such borrowing costs ceases when the assets are substantially ready for their intended use. Investment income earned on the temporary investment of specific borrowings pending their expenditure on qualifying assets is deducted from the borrowing costs capitalised. All other borrowing costs are recognised as expenses in the consolidated income statement in the period in which they are incurred. Borrowing costs consist of interest and other costs that an entity incurs in connection with the borrowing of funds.

Notes to Financial Statements (Continued) 106-107 2.4 Summary of Significant Accounting Policies (CONTINUED) Leases Leases where substantially all the rewards and risks of ownership of assets remain with the lessor are accounted for as operating leases. Where the Group is the lessor, assets leased by the Group under operating leases are included in non-current assets, and rentals receivable under the operating leases are credited to the income statement on the straight-line basis over the lease terms. Where the Group is the lessee, rentals payable under operating leases net of any incentives received from the lessor are charged to the income statement on the straight-line basis over the lease terms. 2.4 Prepaid land lease payments under operating lease are initially stated at cost and subsequently recognised as an expense in the consolidated income statement on the straight-line basis over the lease terms of 50 years. 50 Foreign currency translation Each entity in the Group determines its functional currency based on the assessment of its specific facts and circumstances. The Company, established in the Cayman Islands, uses the Hong Kong dollar as its functional currency and the subsidiaries, established in the PRC, use the RMB as their functional currency. As the Group mainly operates in Mainland China, RMB is used as the presentation currency of the Group. Transactions in foreign currencies are initially recorded at the functional currency rates ruling at the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies are retranslated at the functional currency rates of exchange ruling at the end of the reporting period. All differences are taken to the consolidated income statement. Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rate as at the dates of the initial transactions. Non-monetary items measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value was determined. China Mengniu Dairy Company Limited Annual Report 2010

Notes to Financial Statements (Continued) 2.4 Summary of Significant Accounting Policies (CONTINUED) Foreign currency translation (CONTINUED) As at the reporting date, the assets and liabilities of companies whose functional currency differs from the presentation currency are translated into the presentation currency of the Group at the rates of exchange ruling at the end of the reporting period and their income statements are translated at the weighted average exchange rates for the reporting period. The exchange differences arising on the retranslation are recognised in other comprehensive income and accumulated in a separate component of equity. On disposal of a foreign operation, the component of other comprehensive income relating to that particular foreign operation is recognised in the consolidated income statement. 2.4 For the purpose of the consolidated statement of cash flows, the cash flows of overseas subsidiaries are translated into RMB at the exchange rates ruling at the dates of the cash flows. Frequently recurring cash flows of overseas subsidiaries which arise throughout the year are translated into RMB at the weighted average exchange rates for the year. Employee benefits Retirement benefits The Group s subsidiaries operating in Mainland China except for Hong Kong participate in a central defined contribution retirement plan managed by the local municipal government in the locations in which they operate. Contributions are made based on a percentage of the companies payroll costs and are charged to the consolidated income statement as they become payable in accordance with the rules of the central pension scheme. The Company also participates in the defined contribution Mandatory Provident Fund retirement scheme (the MPF Scheme ) in Hong Kong. Contributions are made to a separately administered fund based on a percentage of the employees basic salaries and are charged to the consolidated income statement as they become payable in accordance with the rules of the MPF Scheme. The Group s employer contributions vest fully with the employees when contributed into the MPF Scheme.

Notes to Financial Statements (Continued) 108-109 2.4 Summary of Significant Accounting Policies (CONTINUED) Employee benefits (CONTINUED) Share-based payment transactions The Company operates a share option scheme for the purpose of providing incentives and rewards to eligible participants who contribute to the success of the Group s operations. Employees (including directors) of the Group receive remuneration in the form of share-based payment transactions, whereby employees render services as consideration for equity instruments ( equity-settled transactions ). 2.4 The cost of equity-settled transactions with employees is measured by reference to the fair value at the date on which they are granted. The fair value is determined by an external valuer using a binomial model, further details of which are given in note 42 to the financial statements. 42 The cost of equity-settled transactions is recognised, together with a corresponding increase in equity, over the period in which the performance and service conditions are fulfilled. The cumulative expense recognised for equity-settled transactions at the end of each reporting period until the vesting date reflects the extent to which the vesting period has expired and the Group s best estimate of the number of equity instruments that will ultimately vest. The charge or credit to the consolidated income statement for the period represents the movement in cumulative expense recognised as at the beginning and end of that period. No expense is recognised for awards that do not ultimately vest, except for equity-settled transactions where vesting is conditional upon a market or non-vesting condition, which are treated as vesting irrespective of whether or not the market or non-vesting condition is satisfied, provided that all other performance and/or service conditions are satisfied. Where the terms of an equity-settled award are modified, the minimum expense recognised is the expense if the terms had not been modified, if the original terms of the award are met. An additional expense is recognised for any modification that increases the total fair value of the share-based payment transaction or is otherwise beneficial to the employee as measured at the date of modification. China Mengniu Dairy Company Limited Annual Report 2010

Notes to Financial Statements (Continued) 2.4 Summary of Significant Accounting Policies (CONTINUED) Employee benefits (CONTINUED) Share-based payment transactions (CONTINUED) Where an equity-settled award is cancelled, it is treated as if it had vested on the date of cancellation, and any expense not yet recognised for the award is recognised immediately. This includes any award where non-vesting conditions within the control of either the Group or the employee are not met. However, if a new award is substituted for the cancelled award, and designated as a replacement award on the date that it is granted, the cancelled and new awards are treated as if they were a modification of the original award, as described in the previous paragraph. All cancellation of equity-settled transaction awards are treated equally. 2.4 The dilutive effect of outstanding options is reflected as additional share dilution in the computation of earnings per share (further details are given in note 11). 11 Dividends Final dividends proposed by the directors are classified as a separate allocation of retained earnings within the equity section of the statement of financial position, until they have been approved by the shareholders in a general meeting. When these dividends are approved by the shareholders and declared, they are recognised as a liability. Interim dividends are simultaneously proposed and declared, because the Company s memorandum and articles of association grant the directors the authority to declare interim dividends. Consequently, interim dividends are recognised directly as a liability when they are proposed and declared.

Notes to Financial Statements (Continued) 110-111 2.5 Significant Accounting Judgements and Estimates The preparation of the Group s financial statements requires management to make judgements, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and the disclosure of contingent liabilities, at the end of reporting period. However, uncertainty about these assumptions and estimates could result in outcomes that could require a material adjustment to the carrying amounts of the assets or liabilities affected in the future. 2.5 Estimation uncertainty The key assumptions concerning the future and other key sources of estimation uncertainty at the end of reporting period, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are discussed below. Impairment of goodwill The Group determines whether goodwill is impaired at least on an annual basis. This requires an estimation of the value in use of the cash-generating units to which the goodwill is allocated. Estimating the value in use requires the Group to make an estimate of the expected future cash flows from the cash-generating unit and also to choose a suitable discount rate in order to calculate the present value of those cash flows. Details of goodwill are given in note 15 to the financial statements. 15 Impairment of non-financial assets (other than goodwill) The Group assesses whether there are any indicators of impairment for all non-financial assets at the end of each reporting period. Indefinite life intangible assets are tested for impairment annually and at other times when such indicator exists. Other non-financial assets are tested for impairment when there are indicators that the carrying amounts may not be recoverable. An impairment exists when the carrying value of an asset or a cash-generating unit exceeds its recoverable amount, which is the higher of its fair value less costs to sell and its value in use. The calculation of the fair value less costs to sell is based on available data from binding sales transactions in an arm s length transaction of similar assets or observable market prices less incremental costs for disposing of the asset. When value in use calculations are undertaken, management must estimate the expected future cash flows from the asset or cash-generating unit and choose a suitable discount rate in order to calculate the present value of those cash flows. China Mengniu Dairy Company Limited Annual Report 2010

Notes to Financial Statements (Continued) 2.5 Significant Accounting Judgements and Estimates 2.5 (CONTINUED) Estimation uncertainty (CONTINUED) Impairment of trade and other receivables The Group determines the provision for impairment of trade and other receivables based on an assessment of the recoverability of the receivables. This assessment is based on the credit history of its customers and other debtors and the current market condition. Management reassesses the provisions at the end of each reporting period. Useful lives, residual values and depreciation of property, plant and equipment The Group determines the estimated useful lives and related depreciation charges for the Group s property, plant and equipment. This estimate is based on the historical experience of the actual useful lives of property, plant and equipment of similar nature and functions. The Group will revise the depreciation charges where useful lives are different to those previously estimated, or it will write-off or writedown technically obsolete or non-strategic assets that have been abandoned or sold. Actual economic lives may differ from estimated useful lives; actual residual values may differ from estimated residual values. Periodic review could result in a change in depreciable lives and residual values and therefore depreciation expenses in the future periods. Share-based payments The Group measures the cost of equity-settled transactions with employees by reference to the fair value of the equity instruments at the date at which they are granted. Estimating fair value requires determining the most appropriate valuation model for a grant of equity instruments, which is dependent on the terms and conditions of the grant. This also requires determining the most appropriate inputs to the valuation model including the expected life of the option, volatility and dividend yield and making assumptions about them. The assumptions and models used are disclosed in note 42 to the financial statements. 42

Notes to Financial Statements (Continued) 112-113 2.5 Significant Accounting Judgements and Estimates 2.5 (CONTINUED) Estimation uncertainty (CONTINUED) Deferred tax assets Deferred tax assets are recognised for all deductible temporary differences to the extent that it is probable that taxable profit will be available against which the deductible temporary differences can be utilised. Significant management judgement is required to determine the amount of deferred tax assets that can be recognised, based upon the likely timing and level of future taxable profits, which affects the probability of utilisation and the tax rate to be used in the calculations. Details of deferred tax assets are contained in note 23 to the financial statements. 23 Fair value measurement of contingent consideration Contingent consideration, resulting from a business combination, is valued at fair value at the acquisition date as part of the business combination. Where the contingent consideration meets the definition of a derivative and thus, a financial liability, it is subsequently remeasured to fair value at each reporting date. The determination of the fair value is based on discounted cash flows. The key assumptions take into consideration the probability of meeting each performance target and the discount factors. Fair value of financial instruments Where the fair value of financial assets and financial liabilities recorded in the consolidated statement of financial position cannot be derived from active markets, their fair value is determined using valuation techniques including the discounted cash flow model. The inputs to these models are taken from observable markets where possible, but where this is not feasible, a degree of judgement is required in establishing fair values. The judgments include considerations of inputs such as liquidity risk, credit risk and volatility. Changes in assumptions about these factors could affect the reported fair value of financial instruments. Impairment of available-for sale investments The Group classifies certain assets as available for sale and recognises movements of their fair values in equity. When the fair value declines, management makes assumptions about the decline in value to determine whether there is an impairment that should be recognised in the consolidated income statement. China Mengniu Dairy Company Limited Annual Report 2010

Notes to Financial Statements (Continued) 3. Operating Segment Information For management purposes, the Group is organised into business units based on their products and services and has three reportable operating segments as follows: 3. Liquid milk products segment manufacture and distribution of ultra-high temperature milk ( UHT milk ), milk beverages and yogurt; UHT Ice cream products segment manufacture and distribution of ice cream; and Other dairy products segment mainly manufacture and distribution of milk powder. Management monitors the results of its operating segments separately for the purpose of making decisions about resources allocation and performance assessment. Segment performance is evaluated based on reportable segment profit/(loss), which is a measure of adjusted profit/(loss) before tax. The adjusted profit/(loss) before tax is measured consistently with the Group s profit/(loss) before tax except that interest income, finance costs, dividend income, as well as head office and corporate expenses are excluded from such measurement. Segment assets exclude equity investments at cost and other unallocated head office and corporate assets as these assets are managed on a group basis. Segment liabilities exclude other unallocated head office and corporate liabilities as these liabilities are managed on a group basis. Intersegment sales and transfers are transacted with reference to the selling prices used for sales made to third parties at the then prevailing market prices.

Notes to Financial Statements (Continued) 114-115 3. Operating Segment Information (CONTINUED) Year ended 31 December 2010 3. Liquid milk products Ice cream products Other dairy products Total RMB 000 RMB 000 RMB 000 RMB 000 Segment revenue: Sales to external customers 26,871,834 3,111,521 282,060 30,265,415 Intersegment sales 75,917 736 250,196 326,849 26,947,751 3,112,257 532,256 30,592,264 Reconciliation: Elimination of intersegment sales (326,849) Revenue 30,265,415 Segment results 1,836,040 17,125 (25,181) 1,827,984 Interest income 87,884 Finance costs (45,203) Share of profits and losses of associates 40,438 Unallocated corporate expenses (373,001) Profit before tax 1,538,102 Income tax expense (182,185) Profit for the year 1,355,917 Segment assets 11,499,448 1,387,524 372,228 13,259,200 Reconciliation: Elimination of intersegment receivables (3,938,771) Unallocated corporate assets 7,985,412 Total assets 17,305,841 Segment liabilities 8,995,050 848,956 275,372 10,119,378 Reconciliation: Elimination of intersegment payables (3,938,771) Unallocated corporate liabilities 907,725 Total liabilities 7,088,332 China Mengniu Dairy Company Limited Annual Report 2010

Notes to Financial Statements (Continued) 3. Operating Segment Information (CONTINUED) Year ended 31 December 2010 (CONTINUED) 3. Liquid milk products Ice cream products Other dairy products Total RMB 000 RMB 000 RMB 000 RMB 000 Other segment information: Depreciation and amortisation 569,016 83,855 22,727 675,598 Unallocated amounts 37,178 Total depreciation and amortisation 712,776 Capital expenditure 1,305,886 70,429 4,325 1,380,640 Unallocated amounts 45,423 Total capital expenditure 1,426,063* Impairment losses recognised in the consolidated income statement (889) 178 563 (148) Other non-cash expenses 147,262 8,814 4,140 160,216 Unallocated amounts 205,967 Total non-cash expenses 366,035 * Capital expenditure consists of additions to property, plant and equipment, construction in progress, intangible assets, land use rights, and assets from the acquisition of associates and subsidiaries. *

Notes to Financial Statements (Continued) 116-117 3. Operating Segment Information (CONTINUED) Year ended 31 December 2009 3. Liquid milk products Ice cream products Other dairy products Total RMB 000 RMB 000 RMB 000 RMB 000 Segment revenue: : Sales to external customers 22,736,162 2,685,056 289,242 25,710,460 Intersegment sales 61,408 16,115 4,633 82,156 22,797,570 2,701,171 293,875 25,792,616 Reconciliation: Elimination of intersegment sales (82,156) Revenue 25,710,460 Segment results 1,648,996 29,149 (11,901) 1,666,244 Interest income 85,042 Finance costs (61,153) Share of profits and losses of associates 19,522 Unallocated corporate expenses (363,309) Profit before tax 1,346,346 Income tax expense (126,240) Profit for the year 1,220,106 Segment assets 8,398,855 1,172,153 336,725 9,907,733 Reconciliation: Elimination of intersegment receivables (2,870,958) Unallocated corporate assets 7,059,351 Total assets 14,096,126 Segment liabilities 5,139,046 766,052 216,681 6,121,779 Reconciliation: Elimination of intersegment payables (2,870,958) Unallocated corporate liabilities 1,933,611 Total liabilities 5,184,432 China Mengniu Dairy Company Limited Annual Report 2010

Notes to Financial Statements (Continued) 3. Operating Segment Information (CONTINUED) Year ended 31 December 2009 (CONTINUED) 3. Liquid milk products Ice cream products Other dairy products Total RMB 000 RMB 000 RMB 000 RMB 000 Other segment information: Depreciation and amortisation 530,942 87,577 22,357 640,876 Unallocated amounts 34,522 Total depreciation and amortisation 675,398 Capital expenditure 556,128 16,049 11,913 584,090 Unallocated amounts 56,115 Total capital expenditure 640,205* Impairment losses recognised in the consolidated income statement 15,631 233 1,149 17,013 Other non-cash expenses 110,786 26,419 4,063 141,268 Unallocated amounts 143,378 Total non-cash expenses 301,659 * Capital expenditure consists of additions to property, plant and equipment, construction in progress, intangible assets, land use right, and assets from the acquisition of associates and subsidiaries. * Geographical information (a) Revenue from external customers Over 90% of the revenue is contributed by customers in Mainland China. (a) 90% (b) Non-current assets Over 90% of the Group s non-current assets are located in Mainland China. (b) 90%

Notes to Financial Statements (Continued) 118-119 4. Revenue, Other Income and Gains Revenue, being the turnover of the Group, represents the net invoiced value of goods sold, after allowances for goods returns and trade discounts, and after eliminations of all significant intra-group transactions. 4. An analysis of the Group s revenue, other income and gains is as follows: 2010 2009 Notes RMB 000 RMB 000 Revenue: Sales of goods 30,265,415 25,710,460 Other income and gains: Government grants (a) 77,365 48,474 Amortisation of deferred income (b) 14,857 13,795 Gain on deemed disposal of an associate 6,256 Foreign exchange gains, net 57,338 541 Others 37,656 18,149 193,472 80,959 30,458,887 25,791,419 Notes: (a) The government grants in the form of cash donations have been received for the Group s contribution to the local economy with respect to the establishment of infrastructure relating to the dairy products industry. There are no unfulfilled conditions or contingencies attaching to these grants. (a) (b) The Group has received certain government grants in the form of property, plant and equipment donations or cash donations to purchase items of property, plant and equipment. The grants are initially recorded as deferred income and amortised to match the depreciation charge of the underlying property, plant and equipment in accordance with the assets estimated useful lives. (b) China Mengniu Dairy Company Limited Annual Report 2010

Notes to Financial Statements (Continued) 5. Other Operating Expenses 5. 2010 2009 RMB 000 RMB 000 Write-off of inventories 6,740 45,305 Write-down of inventories to net realisable value 865 1,033 Loss on disposal of items of property, plant and equipment 18,661 7,834 Donations 12,941 12,901 Provision/(write-back of provision) for trade receivables and other receivables (1,013) 15,980 Compensation to customers 18,699 Others 21,551 11,293 59,745 113,045

Notes to Financial Statements (Continued) 120-121 6. Profit Before Tax The Group s profit before tax is arrived at after charging/(crediting): 6. 2010 2009 RMB 000 RMB 000 Cost of inventories sold 22,478,979 18,858,229 Employee benefit expense (excluding directors remuneration as disclosed in note 7) 7 Wages, salaries, housing benefits and other allowances 1,172,323 1,021,717 Retirement benefit contributions 93,941 71,695 Share-based payment expense (note 42) 42 290,587 223,902 1,556,851 1,317,314 Depreciation of items of property, plant and equipment 697,996 663,863 Amortisation of land use rights 9,172 7,231 Amortisation of other intangible assets 5,608 4,304 Research and development costs current year expenditure 37,111 42,158 Provision/(write-back of provision) for trade receivables and other receivables (1,013) 15,980 Minimum lease payments under operating leases on buildings and certain production equipment 252,888 222,429 Display space leasing fees 495,076 172,306 Auditors remuneration 3,980 3,790 China Mengniu Dairy Company Limited Annual Report 2010

Notes to Financial Statements (Continued) 7. Directors and Senior Executives Emoluments Directors remuneration for the year, disclosed pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the Listing Rules ) and Section 161 of the Hong Kong Companies Ordinance, is as follows: 7. 161 2010 2009 RMB 000 RMB 000 Fees 1,001 320 Other emoluments Basic salaries, housing benefits, other allowances and benefits in kind 8,729 6,280 Retirement benefit contributions 201 91 9,931 6,691

Notes to Financial Statements (Continued) 122-123 7. Directors and Senior Executives Emoluments (CONTINUED) 7. Basic salaries, housing benefits, other Fees allowances and benefits in kind Retirement benefit contributions Total remuneration Notes RMB 000 RMB 000 RMB 000 RMB 000 2010 Executive directors Mr. Yang Wenjun 30 2,625 34 2,689 Mr. Yao Tongshan (a) 3 13 3 19 Mr. Wu Jingshui (a) 28 1,149 34 1,211 Mr. Bai Ying 30 2,050 34 2,114 Mr. Ding Sheng (a) 28 1,566 62 1,656 Non-executive directors Mr. Niu Gensheng 30 1,326 34 1,390 Mr. Ning Gaoning (b) 100 100 Mr. Jiao Shuge (b) Mr. Julian Juul Wolhardt Julian Juul Wolhardt (b) Mr. Yu Xubo (b) 100 100 Mr. Ma Jianping (b) 100 100 Mr. Fang Fenglei (b) 100 100 Mr. Ma Wangjun (a)/(b) 92 92 Independent non-executive directors Mr. Zhang Julin 120 120 Mr. Zhang Xiaoya 120 120 Mr. Liu Fuchun 120 120 1,001 8,729 201 9,931 China Mengniu Dairy Company Limited Annual Report 2010

Notes to Financial Statements (Continued) 7. Directors and Senior Executives Emoluments (CONTINUED) 7. Basic salaries, housing benefits, other Fees allowances and benefits in kind Retirement benefit contributions Total remuneration Notes RMB 000 RMB 000 RMB 000 RMB 000 2009 Executive directors Mr. Niu Gensheng 30 1,055 19 1,104 Mr. Yang Wenjun 30 2,284 19 2,333 Mr. Sun Yubin (a) 15 559 15 589 Mr. Yao Tongshan (a) 30 429 19 478 Mr. Bai Ying 30 1,953 19 2,002 Non-executive directors Mr. Ning Gaoning (b) Mr. Jiao Shuge (b) Mr. Julian Juul Wolhardt Julian Juul Wolhardt (b) Mr. Yu Xubo (b) Mr. Ma Jianping (b) Mr. Fang Fenglei (b) Independent non-executive directors Mr. Wang Huaibao (a) 25 25 Mr. Zhang Julin 68 68 Mr. Zhang Xiaoya 42 42 Mr. Liu Fuchun 42 42 Mr. Li Jianxin (c) 8 8 320 6,280 91 6,691

Notes to Financial Statements (Continued) 124-125 7. Directors and Senior Executives Emoluments (CONTINUED) Notes: 7. (a) Mr. Sun Yubin, Mr. Wang Huaibao and Mr. Yao Tongshan resigned as directors on 27 August 2009, 1 May 2009 and 1 March 2010, respectively. Mr. Wu Jingshui, Mr Ding Sheng and Mr. Ma Wangjun were appointed as directors on 1 March 2010. (a) (b) The two (2009: six) non-executive directors agreed to waive their entitlements to directors fees totalling RMB200,000 (2009: RMB183,000) for the year. Other than the aforementioned, there was no arrangement under which a director waived or agreed to waive any remuneration during the year. (b) 200,000183,000 (c) Mr. Li Jianxin passed away on 20 February 2009. Details were disclosed in the Company s announcement dated 23 February 2009. (c) (d) During the year, certain directors were granted share options in respect of their services to the Group under the share option scheme of the Company, further details of which are set out in note 42 to the financial statements. In accordance with IFRS 2, share option benefits represent the fair value at grant date of the share options issued under the share option scheme of the Company amortised to the consolidated income statement during the year disregarding whether the options have been vested/exercised or not. During the year, the share option benefits relating to the share options granted to Mr. Yang Wenjun, Mr. Yao Tongshan, Mr. Wu Jingshui, Mr. Bai Ying and Mr. Ding Sheng were approximately RMB37,189,000 (2009:RMB34,709,000), RMB5,332,000(2009: RMB5,660,000), RMB7,575,000 (2009:RMB6,582,000), RMB16,686,000 (2009: RMB14,954,000) and RMB8,814,000 (2009: RMB7,487,000), respectively. Share option benefits relating to the share options granted to the five directors are not included in the above analysis. (d) 42 2 37,189,000 34,709,000 5,332,0005,660,000 7,575,000 6,582,000 16,686,000 14,954,000 8,814,000 7,487,000 Four (2009: three) of the five highest paid individuals were directors whose emoluments have been shown above. Details of emoluments paid to the remaining one (2009: two) non-director, highest paid individual who is a senior executive for the year was as follows: 2010 2009 RMB 000 RMB 000 Basic salaries, housing benefits, other allowances and benefits in kind 1,364 2,003 Retirement scheme contributions 61 114 1,425 2,117 China Mengniu Dairy Company Limited Annual Report 2010

Notes to Financial Statements (Continued) 7. Directors and Senior Executives Emoluments (CONTINUED) The number of non-director, highest paid employees whose remuneration fell within the following bands is as follows: 7. Number of employees 2010 2009 HK$1,000,001 to HK$1,500,000 1,000,0011,500,000 2 HK$1,500,001 to HK$2,000,000 1,500,0012,000,000 1 1 2 During the year, share options were granted to one (2009: two) non-director, highest paid employee in respect of his services to the Group, further details of which are set out in note 42 to the financial statements. During the year, the share option benefits relating to the share options granted to the non-director, highest paid employee is approximately RMB9,300,000 (2009: RMB15,471,000) in aggregate. The share option benefits relating to the share options granted to this non-director, highest paid employee is not included in the above analysis. 42 9,300,000 15,471,000 8. Finance Costs An analysis of finance costs is as follows: 8. 2010 2009 RMB 000 RMB 000 Interest on long term payables 6,339 10,543 Interest on bank loans wholly repayable within five years 38,864 50,610 45,203 61,153

Notes to Financial Statements (Continued) 126-127 9. Income Tax Expense Hong Kong profits tax has not been provided as the Group had no assessable profits arising in Hong Kong during the year. The tax charge represents the provision for the PRC corporate income tax ( CIT ) and deferred tax for the year. 9. Under the PRC income tax law, except for certain preferential treatment available to twenty-two (2009: twenty-one) of the Group s subsidiaries and a jointly-controlled entity, the entities within the Group are subject to CIT at a rate of 25% (2009: 25%) on the taxable income as reported in their statutory accounts which are prepared in accordance with the PRC accounting standards and financial regulations. 25% 25% 2010 2009 RMB 000 RMB 000 Current income tax Current income tax charge 131,504 71,100 Deferred income tax Relating to origination and reversal of tax losses and temporary differences (note 23) 23 50,681 55,140 182,185 126,240 China Mengniu Dairy Company Limited Annual Report 2010

Notes to Financial Statements (Continued) 9. Income Tax Expense (CONTINUED) A reconciliation of the income tax expense applicable to profit before tax at the statutory income tax rate to the income tax expense at the Group s effective income tax rate for the year is as follows: 9. 2010 2009 Notes RMB 000 RMB 000 Profit before tax 1,538,102 1,346,346 At CIT rate of 25% (2009: 25%) 25%25% 384,525 336,587 Non-deductible items and others, net 55,376 63,888 Adjustment recognised in the year for current tax of prior years 953 1,017 Effect of preferential tax rates (a) (148,950) (173,623) Effect of tax exemptions (a) (68,368) (55,432) Tax losses not recognised 7,514 1,092 Utilisation of previously unrecognised tax credits (48,865) (47,289) At the effective income tax rate of 11.8% (2009: 9.4%) 11.8% 9.4% 182,185 126,240 Notes: (a) Twenty-two (2009: twenty-one) subsidiaries and a jointly-controlled entity were subject to tax concessions in 2010. The total taxable profits of the subsidiaries that are subject to tax concessions amounted to approximately RMB804,315,000 (2009: RMB792,749,000) in aggregate. Out of the twenty-two subsidiaries, fifteen (2009: sixteen) plus the jointlycontrolled entity were granted tax concessions by the state tax bureau in accordance with the New Tax Law and the corresponding transitional tax concession policy and The notice of preferential tax policies for companies located in West China. Ten (2009: five) subsidiaries were granted tax concessions in accordance with the policy of The notice of preferential tax policy for preliminary processing of agriculture products. (a) 804,315,000 792,749,000 (b) The share of tax attributable to associates amounting to approximately RMB9,948,000 (2009: RMB8,178,000) is included in the share of profits and losses of associates on the face of the consolidated income statement. (b) 9,948,000 8,178,000

Notes to Financial Statements (Continued) 128-129 10. Dividends 10. 2010 2009 Notes RMB 000 RMB 000 Declared and paid during the year Equity dividends on ordinary shares 245,445 Proposed for approval at the AGM Equity dividends on ordinary shares: Proposed final 0.16 (2009: 0.1413) per ordinary share 0.16 0.1413 (a)/(b) 278,078 245,465 Notes: (a) The proposed final dividend for the year is subject to the approval of the Company s shareholders at the forthcoming Annual General Meeting (the AGM ). This dividend was not recognised as a liability in the consolidated financial statements as at 31 December 2010 but was reflected as an appropriation of retained earnings for the year ending 31 December 2011. (a) (b) The proposed final dividend for the year is appropriated from the undistributed profit earned before 1 January 2008. (b) China Mengniu Dairy Company Limited Annual Report 2010

Notes to Financial Statements (Continued) 11. Earnings Per Share Attributable to Ordinary Equity Holders of the Company The basic earnings per share for the year is calculated by dividing the profit for the year attributable to ordinary equity holders of the Company by the weighted average number of ordinary shares outstanding during the year. 11. The diluted earnings per share was calculated by dividing the profit for the year attributable to ordinary equity holders of the Company by the weighted average number of ordinary shares in issue during that year, as used in the basic earnings per share calculation; and the weighted average number of ordinary shares assumed to have been issued at no consideration on the deemed exercise of all share options during the year pursuant to the contingent ordinary share provision in IAS 33 Earnings per Share. 33 The share options outstanding had no dilutive effect on the calculation of diluted earnings per share for 2009. A reconciliation of the weighted average number of shares used in calculating the basic and diluted earnings per share amount is as follows: 2010 2009 Number of Shares Number of shares 000 000 Weighted average number of ordinary shares for the purpose of the basic earnings per share calculation 1,737,398 1,637,304 Weighted average number of ordinary shares, assuming issued at no consideration on the deemed exercise of all share options during the year 3,443 Weighted average number of ordinary shares for the purpose of the diluted earnings per share calculation 1,740,841 1,637,304

Notes to Financial Statements (Continued) 130-131 12. Property, Plant and Equipment Movements of the Group s property, plant and equipment during the year are as follows: 12. Buildings and structures Plant and machinery Office equipment Motor vehicles Total RMB 000 RMB 000 RMB 000 RMB 000 RMB 000 At 1 January 2010, net of accumulated depreciation 1,469,824 3,304,678 127,592 17,514 4,919,608 Acquisition of a subsidiary (note 43) 43 127,657 175,635 7,346 6,397 317,035 Additions 58,075 87,191 70,299 16,338 231,903 Transfers from construction in progress (note 13) 13 177,197 453,412 11,560 2,051 644,220 Disposals (5,101) (25,846) (555) (2,883) (34,385) Depreciation provided during the year (105,578) (526,802) (58,303) (7,313) (697,996) At 31 December 2010, net of accumulated depreciation 1,722,074 3,468,268 157,939 32,104 5,380,385 At 1 January 2010 Cost 1,833,736 5,441,320 261,796 47,167 7,584,019 Accumulated depreciation (363,912) (2,136,642) (134,204) (29,653) (2,664,411) Net carrying amount 1,469,824 3,304,678 127,592 17,514 4,919,608 At 31 December 2010 Cost 2,207,809 6,139,155 347,408 72,540 8,766,912 Accumulated depreciation (485,735) (2,670,887) (189,469) (40,436) (3,386,527) Net carrying amount 1,722,074 3,468,268 157,939 32,104 5,380,385 China Mengniu Dairy Company Limited Annual Report 2010

Notes to Financial Statements (Continued) 12. Property, Plant and Equipment (CONTINUED) 12. Buildings and structures Plant and machinery Office equipment Motor vehicles Total RMB 000 RMB 000 RMB 000 RMB 000 RMB 000 At 1 January 2009, net of accumulated depreciation 1,460,867 3,621,530 123,149 41,526 5,247,072 Additions 40,608 55,234 39,978 5,076 140,896 Transfers from construction in progress (note 13) 13 59,116 192,735 4,449 303 256,603 Disposals (1,413) (33,221) (411) (15,382) (50,427) Deemed disposal of a subsidiary (note 44) 44 (9,553) (451) (669) (10,673) Depreciation provided during the year (89,354) (522,047) (39,122) (13,340) (663,863) At 31 December 2009, net of accumulated depreciation 1,469,824 3,304,678 127,592 17,514 4,919,608 At 1 January 2009 Cost 1,736,423 5,257,081 221,927 96,703 7,312,134 Accumulated depreciation (275,556) (1,635,551) (98,778) (55,177) (2,065,062) Net carrying amount 1,460,867 3,621,530 123,149 41,526 5,247,072 At 31 December 2009 Cost 1,833,736 5,441,320 261,796 47,167 7,584,019 Accumulated depreciation (363,912) (2,136,642) (134,204) (29,653) (2,664,411) Net carrying amount 1,469,824 3,304,678 127,592 17,514 4,919,608 (a) All of the Group s buildings are located in Mainland China. (a)

Notes to Financial Statements (Continued) 132-133 12. Property, Plant and Equipment (CONTINUED) (b) Certain property, plant and equipment of the Group with a net book value of approximately RMB116,786,000 (2009: RMB187,406,000), RMB38,726,000 (2009: Nil) and RMB1,136,000 (2009: Nil) have been pledged to secure the long term payables, short-term bank loans and other loans of the Group, details of which are set out in note 36, note 34 and note 35 to the financial statements. 12. (b) 116,786,000 187,406,000 38,726,000 1,136,000 3634 35 Movements of the Company s property, plant and equipment during the year, which comprise only office equipment, are as follows: Company 2010 2009 RMB 000 RMB 000 At 1 January, net of accumulated depreciation 28 48 Depreciation provided during the year (11) (20) At 31 December, net of accumulated depreciation 17 28 At 1 January Cost 167 167 Accumulated depreciation (139) (119) Net carrying amount 28 48 At 31 December Cost 167 167 Accumulated depreciation (150) (139) Net carrying amount 17 28 China Mengniu Dairy Company Limited Annual Report 2010

Notes to Financial Statements (Continued) 13. Construction in Progress Movements of the Group s construction in progress, all of which are located in Mainland China, are as follows: 13. Group 2010 2009 RMB 000 RMB 000 Carrying amount at beginning of year 326,679 215,017 Acquisition of a subsidiary (note 43) 43 27,188 Additions during the year 865,743 368,265 Transfers to property, plant and equipment (note 12) 12 (644,220) (256,603) Transfers to land use rights (note 14) 14 (30,961) Transfers to other intangible assets (note 16) 16 (9,325) Carrying amount at end of year 535,104 326,679

Notes to Financial Statements (Continued) 134-135 14. Land Use Rights 14. Group 2010 2009 RMB 000 RMB 000 Carrying amount at beginning of year 375,247 262,481 Acquisition of a subsidiary (note 43) 43 43,850 Additions during the year 54,166 119,997 Transfers from construction in progress (note 13) 13 30,961 Amortisation provided during the year (9,172) (7,231) Carrying amount at end of year 495,052 375,247 Current portion included in prepayments and deposits under current assets (note 28) 28 10,480 8,056 Non-current portion 484,572 367,191 495,052 375,247 (a) The leasehold land is held under a long term lease of 50 years and is situated in Mainland China. (a) 50 (b) Certain land use rights of the Group with a net book value of approximately RMB32,834,000 (2009: Nil) have been pledged to secure the short-term bank loans of the Group, details of which are set out in note 34 to the financial statements. (b) 32,834,000 34 China Mengniu Dairy Company Limited Annual Report 2010

Notes to Financial Statements (Continued) 15. Goodwill 15. Group 2010 2009 RMB 000 RMB 000 Carrying amount at 1 January 199,143 199,143 Acquisition of a subsidiary (note 43) 43 252,470 Carrying amount at 31 December 451,613 199,143 During the year, the Group acquired a 51% equity interest of Shijiazhuang Junlebao Dairy Co., Ltd. ( Junlebao ). The business acquisition gave rise to goodwill of RMB252,470,000. Further details of the acquisition are included in note 43 to the financial statements. 51% 252,470,000 43 As at 31 December 2010, the goodwill was tested for impairment (note 17). 17

Notes to Financial Statements (Continued) 136-137 16. Other Intangible Assets Movements of the Group s other intangible assets are as follows: 16. Patents and licences Trademarks Computer software Others Total RMB 000 RMB 000 RMB 000 RMB 000 RMB 000 (a) (b) Cost at 1 January 2010, net of accumulated amortisation Acquisition of a subsidiary (note 43) 608 11,400 19,629 31,637 43 174,219 754 9,503 184,476 Additions 649 1,029 1,678 Transfers from construction in progress (note 13) 13 9,325 9,325 Amortisation provided during the year (195) (1,560) (2,801) (1,052) (5,608) At 31 December 2010 1,062 184,059 27,936 8,451 221,508 At 31 December 2010 Cost 1,413 189,909 37,728 9,503 238,553 Accumulated amortisation (351) (5,850) (9,792) (1,052) (17,045) Net carrying amount 1,062 184,059 27,936 8,451 221,508 Cost at 1 January 2009, net of accumulated amortisation 6,056 12,960 13,651 32,667 Additions 2,882 8,165 11,047 Deemed disposal of a subsidiary (7,719) (54) (7,773) Amortisation provided during the year (611) (1,560) (2,133) (4,304) At 31 December 2009 608 11,400 19,629 31,637 At 31 December 2009 Cost 764 15,690 26,318 42,772 Accumulated amortisation (156) (4,290) (6,689) (11,135) Net carrying amount 608 11,400 19,629 31,637 China Mengniu Dairy Company Limited Annual Report 2010

Notes to Financial Statements (Continued) 16. Other Intangible Assets (CONTINUED) (a) There were two trademarks: a trademark acquired in 2007 at a cost of RMB15,690,000, which was stated at cost less any impairment losses and was amortised on the straight-line basis over its estimated useful life of 10 years; a trademark acquired as part of a business combination in 2010 at RMB174,219,000, which was regarded as having an indefinite useful life because the trademarked product is expected to generate net cash inflows indefinitely. As at 31 December 2010, the trademark was tested for impairment (note 17). 16. (a) 2007 15,690,000 10 174,219,000 17 (b) Others mainly represented the exclusive right of milk supply, distribution channels and a right to receive dividends acquired as part of a business combination in 2010 at RMB5,982,000, RMB2,195,000 and RMB1,326,000, respectively. Their useful lives ranged from six months to 10 years. (b) 5,982,000 2,195,000 1,326,000 17. Impairment Testing of Goodwill and Trademarks with Indefinite Lives Goodwill acquired through business combinations and trademarks with indefinite lives have been allocated to the following cashgenerating units (the CGUs ) for impairment testing: 17. liquid milk products excluding Junlebao CGU; ice cream products CGU; other dairy products CGU; and Junlebao CGU.

Notes to Financial Statements (Continued) 138-139 17. Impairment Testing of Goodwill and Trademarks with Indefinite Lives (CONTINUED) The carrying amounts of goodwill and trademarks with indefinite useful lives allocated to each of cash generating units are as follows: 17. Liquid milk products excluding Junlebao Ice cream products Other dairy products Junlebao Total 2010 2009 2010 2009 2010 2009 2010 2009 2010 2009 RMB 000 RMB 000 RMB 000 RMB 000 RMB 000 RMB 000 RMB 000 RMB 000 RMB 000 RMB 000 Goodwill 167,433 167,433 23,865 23,865 7,845 7,845 252,470 451,613 199,143 Trademarks 174,219 174,219 167,433 167,433 23,865 23,865 7,845 7,845 426,689 625,832 199,143 The recoverable amount of each CGU has been determined based on a value in use calculation using cash flow projections based on financial budgets or forecasts approved by senior management covering a five-year period. The growth rates used to extrapolate the cash flows beyond the five-year period are based on the estimated growth rate of each unit taking into account the industry growth rate, past experience and the medium or long term growth target of each CGU. The growth rates for these CGUs are higher than the respective average industry growth rates. Senior management believes such growth rates are justified because: the growth rates of these CGUs have significantly exceeded those in the market in the past years; the new product launch and new market expansion have been successful in the past; market share grew continuously in the past years due to strong brand equity and marketing capability; and expertise on product innovation, portfolio enhancement and marketing will be further leveraged. China Mengniu Dairy Company Limited Annual Report 2010

Notes to Financial Statements (Continued) 17. Impairment Testing of Goodwill and Trademarks with Indefinite Lives (CONTINUED) The discount rates applied to cash flow projections and the growth rates used to extrapolate cash flows beyond the five-year period are as follows: 17. Discount rate Growth rate 2010 2009 2010 2009 Liquid milk products excluding Junlebao CGU 13.67% 13.44% 4.0% 4.0% Ice cream products CGU 13.43% 13.33% 3.0% 3.0% Other dairy products CGU 13.59% 13.00% 4.0% 4.0% Junlebao CGU 16.73% 4.0% Key assumptions were used in the value in use calculation of each CGU. The following describes each key assumption on which management has based its cash flow projections to undertake impairment testing of goodwill: (a) Budgeted gross margins The basis used to determine the value assigned to the budgeted gross margins is the average gross margin achieved in the year immediately before the budget year, adjusted for expected efficiency improvements and expected increase in production costs. (a) (b) Discount rates The discount rates used are before tax and reflect specific risks relating to the relevant CGUs. (b) (c) Raw materials price fluctuation Reference is made to the actual data of the past year of countries from where raw materials are sourced. (c) The values assigned to key assumptions are consistent with external information sources.

Notes to Financial Statements (Continued) 140-141 18. Loans to A Subsidiary The loans to a subsidiary included in the Company s non-current assets of RMB2,680,430,000 (2009: Nil) are unsecured and repayable within twenty years. The annual interest rates had been made by reference to the Hongkong InterBank Offered Rate. The carrying amount of the loans to a subsidiary approximates to its fair value. 18. 2,680,430,000 19. Investments in Subsidiaries 19. Company 2010 2009 RMB 000 RMB 000 Unlisted shares, at cost 4,239,647 4,015,010 Loan to a subsidiary 777,835 804,847 5,017,482 4,819,857 The loan to a subsidiary included in the investments in subsidiaries above is unsecured, interest-free and has no fixed terms of repayment. In the opinion of the directors, the loan is considered as quasi-equity loan to the subsidiary. The carrying amount of the loan to a subsidiary approximates to its fair value. China Mengniu Dairy Company Limited Annual Report 2010

Notes to Financial Statements (Continued) 19. Investments in Subsidiaries (CONTINUED) Details of the Company s subsidiaries at 31 December 2010 are set out below: 19. Name Date of incorporation/ establishment* Issued share capital Percentage of equity interest attributable to the Company Principal activities * Direct Indirect China Dairy Holdings (i) 5 June 2002 US$214 214 100% Investment holding China Dairy (Mauritius) Limited (i) 15 June 2002 US$100 100 100% Investment holding Inner Mongolia Mengniu Dairy 18 August 1999 RMB1,504,290,870 8.97% 84.32% Manufacture and sale of (Group) Company Limited (iii) dairy products (iii) 1,504,290,870 Beijing Mengniu Dairy Co., Ltd. 4 July 2000 RMB500,000 48.51% Packaging and sale of (i) (ii) (iv) (i) (ii) (iv) 500,000 dairy products Inner Mongolia Mengniu Founding 9 February 2002 RMB45,000,000 93.29% Investment holding Industry Management Co., Ltd. (i) (ii) 45,000,000 (i) (ii) Mengniu Dairy (Wulanhaote) 18 June 2002 RMB30,000,000 93.29% Manufacture and sale of Co., Ltd. (i) (iii) 30,000,000 dairy products (i) (iii) Inner Mongolia Mengniu Dairy Keerqin 19 June 2002 RMB35,000,000 93.29% Manufacture and sale of Co., Ltd. (i) (iii) 35,000,000 dairy products (i) (iii)

Notes to Financial Statements (Continued) 142-143 19. Investments in Subsidiaries (CONTINUED) 19. Name Date of incorporation/ establishment* Issued share capital Percentage of equity interest attributable to the Company Principal activities * Direct Indirect Mengniu Dairy (Dangyang) 7 November 2002 RMB42,000,000 93.29% Manufacture and sale of Co., Ltd. (i) (iii) (i) (iii) 42,000,000 dairy products Mengniu Dairy (Beijing) 11 November 2002 RMB120,000,000 26.70% 68.38% Manufacture and sale of Co., Ltd. (i) (iii) (i) (iii) 120,000,000 dairy products Jinhua Mengniu Dairy 19 February 2003 RMB500,000 47.58% Manufacture and sale of Co., Ltd. (i) (ii) (iv) (i) (ii) (iv) 500,000 dairy products Mengniu Dairy (Shenyang) 4 December 2003 RMB100,000,000 26.05% 68.99% Manufacture and sale of Co., Ltd. (i) (iii) (i) (iii) 100,000,000 dairy products Beijing Mengniu Hongda Dairy 12 September 2002 RMB20,000,000 48.51% Packaging and sale of Co., Ltd. (i) (ii) (iv) 20,000,000 dairy products (i) (ii) (iv) Inner Mongolia Mengniu Dairy Baotou 9 January 2003 RMB30,000,000 26.40% 68.66% Manufacture and sale of Co., Ltd. (i) (iii) 30,000,000 dairy products (i) (iii) Mengniu Dairy (Dengkou Bayan Gaole) 13 July 2003 RMB40,000,000 93.29% Manufacture and sale of Co., Ltd. (i) (iii) 40,000,000 dairy products (i) (iii) China Mengniu Dairy Company Limited Annual Report 2010

Notes to Financial Statements (Continued) 19. Investments in Subsidiaries (CONTINUED) 19. Name Date of incorporation/ establishment* Issued share capital Percentage of equity interest attributable to the Company Principal activities * Direct Indirect Inner Mongolia Mengniu Dairy (Group) 14 July 2003 RMB10,000,000 83.96% Manufacture and sale of Shanxi Dairy Co., Ltd. (i) (ii) 10,000,000 dairy products (i) (ii) Mengniu Dairy (Jiaozuo) 6 November 2003 RMB110,000,000 93.29% Manufacture and sale of Co., Ltd. (i) (iii) (i) (iii) 110,000,000 dairy products Mengniu Dairy Taian 18 November 2003 RMB110,000,000 26.03% 69.01% Manufacture and sale of Co., Ltd. (i) (iii) (i) (iii) 110,000,000 dairy products Mengniu Dairy (Luannan) 31 March 2004 RMB56,000,000 26.06% 68.98% Manufacture and sale of Co., Ltd. (i) (iii) (i) (iii) 56,000,000 dairy products Mengniu Dairy (Tangshan) 31 March 2004 RMB70,000,000 26.05% 68.99% Manufacture and sale of Co., Ltd. (i) (iii) (i) (iii) 70,000,000 dairy products Mengniu Dairy (Maanshan) 4 February 2005 RMB155,000,000 93.29% Manufacture and sale of Co., Ltd. (i) (iii) (i) (iii) 155,000,000 dairy products Mengniu (Wuhan) Frealth Dairy 6 January 2006 RMB120,000,000 93.29% Manufacture and sale of Co., Ltd. (i) (iii) (i) (iii) 120,000,000 dairy products Inner Mongolia Mengniu Hi-tech Dairy 2 August 2006 RMB150,000,000 93.29% Manufacture and sale of Co., Ltd. (i) (ii) (i) (ii) 150,000,000 dairy products

Notes to Financial Statements (Continued) 144-145 19. Investments in Subsidiaries (CONTINUED) 19. Name Date of incorporation/ establishment* Issued share capital Percentage of equity interest attributable to the Company Principal activities * Direct Indirect Mengniu Dairy (Tai Yuan) Co., Ltd. (i) (ii) (i) (ii) 13 April 2006 RMB116,670,000 116,670,000 93.29% Manufacture and sale of dairy products Mengniu Dairy (Shangzhi) Co., Ltd. (i) (ii) (i) (ii) 10 June 2005 RMB50,000,000 50,000,000 93.29% Manufacture and sale of dairy products Mengniu Dairy (Chabei) Co., Ltd. (i) (ii) (i) (ii) 15 June 2005 RMB30,000,000 30,000,000 72.77% Manufacture and sale of dairy products Mengniu Dairy (Baoji) Co., Ltd. (i) (iii) (i) (iii) 1 November 2005 RMB96,840,000 96,840,000 93.29% Manufacture and sale of dairy products Mengniu Dairy (Baoding) Co., Ltd. (i) (ii) (i) (ii) 22 January 2007 RMB62,000,000 62,000,000 93.29% Manufacture and sale of dairy products Beijing Mengniu Cheese Co., Ltd. (i) (ii) (i) (ii) 23 May 2007 RMB5,000,000 5,000,000 93.29% Manufacture and sale of dairy products Mengniu Dairy Meishan Co., Ltd. (i) (ii) (i) (ii) 29 August 2007 RMB60,000,000 60,000,000 93.29% Manufacture and sale of dairy products Mengniu Saibei Dairy Co., Ltd. (i) (iii) (i) (iii) 29 August 2007 RMB67,121,418 67,121,418 26% 69.03% Manufacture and sale of dairy products China Mengniu Dairy Company Limited Annual Report 2010

Notes to Financial Statements (Continued) 19. Investments in Subsidiaries (CONTINUED) 19. Name Date of incorporation/ establishment* Issued share capital Percentage of equity interest attributable to the Company Principal activities * Direct Indirect Mengniu Dairy (Qiqihaer) Co., Ltd. (i) (ii) (i) (ii) 23 November 2007 RMB55,500,000 55,500,000 26% 69.03% Manufacture and sale of dairy products Mengniu Dairy (Qingyuan) Co., Ltd. (i) (ii) (i) (ii) 25 September 2009 RMB40,000,000 40,000,000 93.29% Manufacture and sale of dairy products Mengniu Suqian Dairy Co., Ltd. (i) (ii) (i) (ii) 16 September 2010 RMB50,000,000 50,000,000 93.29% Manufacture and sale of dairy products Mengniu Dairy (Tianjin) Co., Ltd. (i) (ii) (i) (ii) 9 July 2010 RMB134,000,000 134,000,000 93.29% Manufacture and sale of dairy products Mengniu Dairy (Yinchuan) Co., Ltd. (i) (ii) (i) (ii) 27 July 2010 RMB50,000,000 50,000,000 93.29% Manufacture and sale of dairy products Inner Mongolia Hehe Investment Co., Ltd. (i) (ii) (i) (ii) 29 November 2010 RMB200,000,000 200,000,000 93.29% Investment holding Shijiazhuang Junlebao Dairy Co., Ltd. (i)(ii)(iv)(v) (i)(ii)(iv)(v) 21 April 2000 RMB52,351,700 52,351,700 47.58% Manufacture and sale of dairy products Shijiazhuang Yongsheng Dairy Co., Ltd. (i)(ii)(iv)(v) (i)(ii)(iv)(v) 25 September 2007 RMB80,000,000 80,000,000 47.58% Manufacture and sale of dairy products Baoding Junlebao Dairy Co., Ltd. (i)(ii)(iv)(v) (i)(ii)(iv)(v) 25 August 2003 RMB32,540,000 32,540,000 24.26% Manufacture and sale of dairy products

Notes to Financial Statements (Continued) 146-147 19. Investments in Subsidiaries (CONTINUED) 19. Name Date of incorporation/ establishment* Issued share capital Percentage of equity interest attributable to the Company Principal activities * Direct Indirect Luquan Hongqi Dairy 30 July 1996 RMB9,650,000 24.26% Manufacture and sale of Co., Ltd. (i)(ii)(iv)(v) 9,650,000 dairy products (i)(ii)(iv)(v) Jiangsu Junlebao Dairy 8 March 2004 RMB20,617,300 24.26% Manufacture and sale of Co., Ltd. (i)(ii)(iv)(v) 20,617,300 dairy products (i)(ii)(iv)(v) Xuzhou Junlebao Guorun Dairy 20 June 2008 RMB10,000,000 24.26% Manufacture and sale of Co., Ltd. (i)(ii)(iv)(v) 10,000,000 dairy products (i)(ii)(iv)(v) * Except for China Dairy Holdings and China Dairy (Mauritius) Limited, which were incorporated in the Cayman Islands and Mauritius, respectively, all subsidiaries were incorporated in the PRC. * China Dairy Holdings China Dairy (Mauritius) Limited (i) Not audited by Ernst & Young Hong Kong or another member (i) firm of the Ernst & Young global network. (ii) The subsidiaries are registered as companies with limited liability (ii) under the PRC law. (iii) The subsidiaries are registered as Sino-foreign equity joint (iii) ventures under the PRC law. (iv) Since more than 50% of the equity interest of the subsidiaries was held by either Inner Mongolia Mengniu Dairy (Group) Company Limited ( Mengniu ) or Inner Mongolia Hehe Investment Co., Ltd. ( Hehe ) in which the Company held a 93.29% equity interest, the Company had control over the subsidiaries even with less than 50% of equity interest held indirectly as at the end of reporting period. (iv) 93.29% (v) During the year, the Group acquired a 51% equity interest in (v) 51% Junlebao. Further details of the acquisition are included in note 43 43 to the financial statements. China Mengniu Dairy Company Limited Annual Report 2010

Notes to Financial Statements (Continued) 20. Investments in Associates 20. Group 2010 2009 RMB 000 RMB 000 Share of net assets 113,857 67,383 Details of the Group s associates at 31 December 2010 are set out below: Place of incorporation/ Percentage of equity Particulars of registration and interest attributable to Name issued shares held operations the Group (indirect) Principal activities 2010 2009 Xinjiang Tianxue Food Co., Ltd. (i) Registered capital Mainland China 23% 23% Trading of dairy products (i) Fuzhou Mengxin Trading Co., Ltd. (i) Registered capital Mainland China 43% 43% Trading of dairy products (i) Shijiazhuang Mengniu Ice Cream Sales Registered capital Mainland China 37% 37% Trading of dairy products Co., Ltd. (i) (i) Tianjin Mengniu Ice Cream Sales Registered capital Mainland China 37% 37% Trading of dairy products Co., Ltd. (i) (i) Guangzhou Mengniu Dairy Trading Registered capital Mainland China 37% 37% Trading of dairy products Co., Ltd. (i) (i) Wuhan Mengniu Dairy Co., Ltd. (i) Registered capital Mainland China 26% 26% Trading of dairy products (i)

Notes to Financial Statements (Continued) 148-149 20. Investments in Associates (CONTINUED) 20. Place of incorporation/ Percentage of equity Particulars of registration and interest attributable to Name issued shares held operations the Group (indirect) Principal activities 2010 2009 Guilin Mengniu Dairy Sales Co., Ltd. (i) Registered capital Mainland China 37% 37% Trading of dairy products (i) Tianjin Mengniu Dairy Sales Co., Ltd. (i) Registered capital Mainland China 37% 37% Trading of dairy products (i) Wenzhou Mengniu Dairy Co., Ltd. (i) Registered capital Mainland China 37% 37% Trading of dairy products (i) Heilongjiang Mengniu Dairy Sales Co., Ltd. (i) Registered capital Mainland China 42% 42% Trading of dairy products (i) Chengdu Mengniu Dairy Sales Co., Ltd. (i) Registered capital Mainland China 34% 34% Trading of dairy products (i) Nanjing Mengniu Dairy Sales Co., Ltd. (i) Registered capital Mainland China 42% 42% Trading of dairy products (i) Jinan Mengniu Dairy Sales Co., Ltd. (i) Registered capital Mainland China 46% 42% Trading of dairy products (i) Taiyuan Mengniu Dairy Co., Ltd. (i) Registered capital Mainland China 46% 37% Trading of dairy products (i) Nanchang Mengniu Dairy Sales Co., Ltd. (i) Registered capital Mainland China 42% 42% Trading of dairy products (i) Chongqing Mengniu Dairy Sales Co., Ltd. (i) Registered capital Mainland China 46% 37% Trading of dairy products (i) Hefei Mengniu Dairy Sales Co., Ltd. (i) Registered capital Mainland China 39% 39% Trading of dairy products (i) China Mengniu Dairy Company Limited Annual Report 2010

Notes to Financial Statements (Continued) 20. Investments in Associates (CONTINUED) 20. Place of incorporation/ Percentage of equity Particulars of registration and interest attributable to Name issued shares held operations the Group (indirect) Principal activities 2010 2009 Shijiazhuang Jinmengyuan Trading Registered capital Mainland China 37% 37% Trading of dairy products Co., Ltd. (i) (i) Beijing Mengniu Technical Development Registered capital Mainland China 19% 19% Technology development Co., Ltd. (i) (ii) (i) (ii) Wulumuqi Mengniu Dairy Sales Co., Ltd. (i) Registered capital Mainland China 37% 37% Trading of dairy products (i) Kunming Deluxe Commercial Trading Registered capital Mainland China 42% 42% Trading of dairy products Co., Ltd. (i) (i) Changsha Mengniu Dairy Co., Ltd. (i) Registered capital Mainland China 37% 37% Trading of dairy products (i) Xi an Mengniu Dairy Sales Co., Ltd. (i) Registered capital Mainland China 43% 43% Trading of dairy products (i) Changchun Mengniu Dairy Sales Co., Ltd. (i) Registered capital Mainland China 46% 42% Trading of dairy products (i) Xuzhou Mengniu Dairy Sales Co., Ltd. (i) Registered capital Mainland China 37% 37% Trading of dairy products (i) Foshan Mengniu Dairy Sales Co., Ltd. (i) Registered capital Mainland China 46% 46% Trading of dairy products (i) Guiyang Mengniu Dairy Trading Co., Ltd. (i) Registered capital Mainland China 37% 42% Trading of dairy products (i)

Notes to Financial Statements (Continued) 150-151 20. Investments in Associates (CONTINUED) 20. Place of incorporation/ Percentage of equity Particulars of registration and interest attributable to Name issued shares held operations the Group (indirect) Principal activities 2010 2009 Shengyang Mengniu Dairy Sales Registered capital Mainland China 19% 19% Trading of dairy products Co., Ltd. (i) (ii) (i) (ii) Xiangfan Mengniu Dairy Sales Co., Ltd. (i) Registered capital Mainland China 46% 46% Trading of dairy products (i) Hangzhou Mengniu Dairy Trading Co., Ltd. (i) Registered capital Mainland China 42% 42% Trading of dairy products (i) Suzhou Mengniu Dairy Sales Co., Ltd. (i) Registered capital Mainland China 42% 42% Trading of dairy products (i) Guangzhou Mengniu Dairy Sales Co., Ltd. (i) Registered capital Mainland China 29% 29% Trading of dairy products (i) Shanghai Mengniu Food Sales Co., Ltd. (i) Registered capital Mainland China 42% 42% Trading of dairy products (i) Hohhot Menglai Trading Co., Ltd. (i) Registered capital Mainland China 42% 42% Trading of dairy products (i) Cangzhou Mengniu Dairy Sales Co., Ltd. (i) Registered capital Mainland China 42% 42% Trading of dairy products (i) Changsha Mengniu Frealth Dairy Sales Registered capital Mainland China 42% 42% Trading of dairy products Co., Ltd. (i) (i) Changsha Mengniu Ice Cream Sales Registered capital Mainland China 42% 42% Trading of dairy products Co., Ltd. (i) (i) China Mengniu Dairy Company Limited Annual Report 2010

Notes to Financial Statements (Continued) 20. Investments in Associates (CONTINUED) 20. Place of incorporation/ Percentage of equity Particulars of registration and interest attributable to Name issued shares held operations the Group (indirect) Principal activities 2010 2009 Wuhan Mengniu Hongtai Sales Co., Ltd. (i) Registered capital Mainland China 42% 42% Trading of dairy products (i) Nanjing Wanjiahao Mengniu Ice Cream Registered capital Mainland China 42% 42% Trading of dairy products Sales Co., Ltd. (i) (i) Hefei Mengniu Ice Cream Sales Co., Ltd. (i) Registered capital Mainland China 42% 42% Trading of dairy products (i) Nanjing Mengniu Low Temperature Dairy Registered capital Mainland China 42% 42% Trading of dairy products Products Sales Co., Ltd. (i) (i) Changsha Mengniu Low Temperature Dairy Registered capital Mainland China 37% 37% Trading of dairy products Products Sales Co., Ltd. (i) (i) Guangzhou Mengniu Low Temperature Registered capital Mainland China 42% 42% Trading of dairy products Dairy Sales Co., Ltd. (i) (i) Jinhua Mengniu Ice Cream Sales Co., Ltd. (i) Registered capital Mainland China 42% 42% Trading of dairy products (i) Dalian Mengniu Ice Cream Sales Co., Ltd. (i) Registered capital Mainland China 42% 42% Trading of dairy products (i) Nanchang Mengniu Ice Cream Registered capital Mainland China 42% 42% Trading of dairy products Sales Co., Ltd. (i) (i)

Notes to Financial Statements (Continued) 152-153 20. Investments in Associates (CONTINUED) 20. Place of incorporation/ Percentage of equity Particulars of registration and interest attributable to Name issued shares held operations the Group (indirect) Principal activities 2010 2009 Hengyang Mengniu Ice Cream Registered capital Mainland China 42% Trading of dairy products Sales Co., Ltd. (i) (i) Taiyuan Mengniu Low Temperature Registered capital Mainland China 42% 42% Trading of dairy products Dairy Sales Co., Ltd. (i) (i) Xi an Mengniu Low Temperature Dairy Registered capital Mainland China 42% 42% Trading of dairy products Sales Co., Ltd. (i) (i) Zhanjiang Mengniu Dairy Sales Co., Ltd. (i) Registered capital Mainland China 42% 42% Trading of dairy products (i) Dezhou Mengniu Dairy Sales Co., Ltd. (i) Registered capital Mainland China 42% 42% Trading of dairy products (i) Zhaoqing Mengniu Dairy Sales Co., Ltd. (i) Registered capital Mainland China 29% 29% Trading of dairy products (i) Liuzhou Mengniu Dairy Sales Co., Ltd. (i) Registered capital Mainland China 33% 33% Trading of dairy products (i) Quanzhou Mengniu Hongtai Sales Co., Ltd. (i) Registered capital Mainland China 23% 23% Trading of dairy products (i) Harbin Mengniu Frozen Food Sales Co., Ltd. (i) Registered capital Mainland China 42% 42% Trading of dairy products (i) Harbin Mengniu Trading Co., Ltd. (i) Registered capital Mainland China 37% 37% Trading of dairy products (i) China Mengniu Dairy Company Limited Annual Report 2010

Notes to Financial Statements (Continued) 20. Investments in Associates (CONTINUED) 20. Place of incorporation/ Percentage of equity Particulars of registration and interest attributable to Name issued shares held operations the Group (indirect) Principal activities 2010 2009 Jiaxing Mengniu Dairy Sales Co., Ltd. (i) Registered capital Mainland China 46% 46% Trading of dairy products (i) Hengshui Guangyuanjuxing Trading Co., Ltd. (i) Registered capital Mainland China 46% 46% Trading of dairy products (i) Kunming Mengniu Sales Co., Ltd. (i) Registered capital Mainland China 42% 42% Trading of dairy products (i) Inner Mongolia Mengniu Saikexing Registered capital Mainland China 28% 28% Cultivation and sale of Reproductive Biotechnology Co., Ltd (Former name: Inner Mongolia Breeding BiotechCo., Ltd. (i) (note 44) cattle embryos (i) ( 44) Xianyang Mengniu Sales Co., Ltd. (i) Registered capital Mainland China 42% Trading of dairy products (i) Wuhan Mengniu Frealth Dairy Sales Co., Ltd. (i) Registered capital Mainland China 37% Trading of dairy products (i) Tianjin Mengniu Trading Co., Ltd. (i) Registered capital Mainland China 45% Trading of dairy products (i) Shenzhen Mengniu Trading Co., Ltd. (i) Registered capital Mainland China 37% Trading of dairy products (i)

Notes to Financial Statements (Continued) 154-155 20. Investments in Associates (CONTINUED) 20. Place of incorporation/ Percentage of equity Particulars of registration and interest attributable to Name issued shares held operations the Group (indirect) Principal activities 2010 2009 Changzhou Mengniu Dairy Sales Co., Ltd. (i) Registered capital Mainland China 42% Trading of dairy products (i) Shijiazhuang Junlebao Leshi Dairy Registered capital Mainland China 11% Manufacture and sale of Co., Ltd. (i)(ii) (i)(ii) dairy products (i) Not audited by Ernst & Young Hong Kong or another member firm of the Ernst & Young global network. (i) (ii) Since more than 20% of the equity interest of the associates was held by either Mengniu or Junlebao, the Company had significant influence over the associates even with less than 20% of equity interest held indirectly as at the end of the reporting period. (ii) 20% 20% China Mengniu Dairy Company Limited Annual Report 2010

Notes to Financial Statements (Continued) 20. Investments in Associates (CONTINUED) The following table illustrates the summarised financial information of the Group s associates extracted from their unaudited management accounts: 20. 2010 2009 RMB 000 RMB 000 Share of the associates assets and liabilities: Current assets 318,014 318,464 Non-current assets 46,866 26,331 Current liabilities (248,710) (276,380) Non-current liabilities (2,313) (1,032) Net assets 113,857 67,383 Share of the associates revenues and profits and losses: Revenues 1,884,221 1,619,942 Profits and losses 40,438 19,522 During the year, the unrecognised share of the associates losses amounted to RMB15,305,000 (2009: RMB10,076,000). As at 31 December 2010, the accumulated unrecognised share of the associates losses amounted to RMB34,081,000 (2009: RMB19,421,000). 21. Investments in a Jointly-Controlled Entity Details of the Company s jointly-controlled entity are set out below: 15,305,00010,076,000 34,081,000 19,421,000 21. Name Particulars of issued shares held Place of establishment and operations Percentage of equity interest attributable to the Group (indirect) 2010 2009 Principal activities Mengniu Arla (Inner Mongolia) Dairy Products Co. Ltd. (i) Registered capital Mainland China 46.65% 46.65% Manufacture and sale of dairy products (i) Not audited by Ernst & Young Hong Kong or another member firm of the Ernst & Young global network. (i)

Notes to Financial Statements (Continued) 156-157 21. Investments in A Jointly-Controlled Entity (CONTINUED) The share of the assets, liabilities, income and expenses of the jointlycontrolled entity at 31 December 2010 and for the year then ended, which is included in the consolidated financial statements, is as follows: 21. 2010 2009 RMB 000 RMB 000 Share of the assets and liabilities: Current assets 123,715 75,160 Non-current assets 207,711 225,164 Current liabilities (238,475) (191,410) Net assets 92,951 108,914 Share of the revenue and loss: Revenue 195,371 258,599 Cost of sales and operating expenses (211,334) (264,958) Loss (15,963) (6,359) 22. Available-for-sale Investments 22. Group 2010 2009 Notes RMB 000 RMB 000 Listed equity investments, at fair value: Hong Kong (a) 114,831 Unlisted equity investments, at fair value (a) 171,461 Unlisted equity investments, at cost (b) 15,389 17,409 186,850 17,409 301,681 17,409 China Mengniu Dairy Company Limited Annual Report 2010

Notes to Financial Statements (Continued) 22. Available-for-sale Investments (CONTINUED) 22. Company 2010 2009 RMB 000 RMB 000 Listed equity investments, at fair value: Hong Kong 114,831 Notes: (a) The holding company of an unlisted company, in which the Group held a 2.32% equity interest at the cost of RMB12,000,000 as at 31 December 2010, was listed during the year. Accordingly, the fair value of the unlisted equity investment has been estimated by reference to the quoted market share price of its holding company, taking into account the liquidity factors. In addition, the Company invested cash of approximately HK$151,512,000 (equivalent to RMB128,926,000) into the aforementioned holding company, representing a 1.08% equity interest in the holding company as at 31 December 2010. (a) 12,000,000 2.32% 151,512,000 128,926,000 1.08% Changes in fair value of the Group s available-for-sale investments recognised in other comprehensive income amounted to RMB105,501,000, net of tax of RMB39,865,000. 105,501,000 39,865,000 The above investments consist of investments in equity securities which were designated as available-for-sale financial assets and have no fixed maturity date or coupon rate. (b) As at 31 December 2010, certain unlisted equity investments with a carrying amount of RMB15,389,000 (2009: RMB17,409,000) were stated at cost less impairment because the range of reasonable fair value estimates is so significant that the directors are of opinion that their fair value cannot be measured reliably. The Group does not intend to dispose of them in the near future. (b) 15,389,00017,409,000

Notes to Financial Statements (Continued) 158-159 23. Deferred Tax The movements in the deferred tax assets and liabilities during the year are as follows: 23. Deferred tax assets: Group 2010 2009 RMB 000 RMB 000 At 1 January 131,741 186,881 Deferred tax debited to the consolidated income statement during the year (note 9) 9 (50,681) (55,140) Gross deferred tax assets at 31 December 81,060 131,741 Deferred tax liabilities: Group 2010 2009 RMB 000 RMB 000 At 1 January Deferred tax credited to the consolidated statement of comprehensive income arising from fair value changes of available-for-sale investments during the year (note 22(a)) 22(a) 39,865 Gross deferred tax liabilities at 31 December 39,865 China Mengniu Dairy Company Limited Annual Report 2010

Notes to Financial Statements (Continued) 23. Deferred Tax (CONTINUED) Deferred income tax assets at 31 December 2010 related to the following: 23. Consolidated statement of financial position Consolidated income statement 2010 2009 2010 2009 RMB 000 RMB 000 RMB 000 RMB 000 Tax losses available for offsetting against future taxable profits 56,565 91,878 (35,313) (59,011) Write-down of inventories to net realisable value 103 131 (28) (26,861) Un-invoiced accruals 16,925 (16,925) 7,925 Deferred income 24,392 22,807 1,585 22,807 Deferred tax assets 81,060 131,741 Deferred income tax expense (note 9) 9 (50,681) (55,140) Management expects it is probable that taxable profit will be available against which the above tax losses and deductible temporary differences can be utilised in the coming years.

Notes to Financial Statements (Continued) 160-161 23. Deferred Tax (CONTINUED) Deferred tax assets have not been recognised in respect of the following items: 23. Group 2010 2009 RMB 000 RMB 000 Tax losses arising in Mainland China (i) (i) 102,212 205,373 Tax credits related to purchases of domestic equipment (ii) (ii) 56,819 105,684 Deductible temporary differences 172,576 143,272 331,607 454,329 (i) Tax losses can be carried forward for a maximum of five years to offset the future taxable profit. (i) (ii) Tax credits can be carried forward for five to seven years to offset the tax payables if the future year tax exceeded the base year tax. (ii) Pursuant to the New Tax Law, a 10% withholding tax is levied on dividends declared to foreign investors from the foreign investment enterprises established in Mainland China. The requirement is effective from 1 January 2008 and applies to earnings after 31 December 2007. A lower withholding tax rate may be applied if there is a tax treaty between China and the jurisdiction of the foreign investors. For the Group, the applicable rate is 5% or 10%. The Group is therefore liable for withholding taxes on dividends distributed by those subsidiaries established in Mainland China in respect of earnings generated from 1 January 2008. 10% 5% 10% At 31 December 2010, no deferred tax liabilities (2009: Nil) have been recognised for the withholding taxes that would be payable on the unremitted earnings by Mengniu and other subsidiaries located in Mainland China whose equity interests were directly held by the Company as the directors of the Company represented that there was no plan to distribute the earnings generated in 2009 and 2010. China Mengniu Dairy Company Limited Annual Report 2010

Notes to Financial Statements (Continued) 23. Deferred Tax (CONTINUED) At 31 December 2010, there were no significant unrecognised deferred tax liabilities (2009: Nil) for taxes that would be payable on the unremitted earnings of certain of Mengniu s subsidiaries and associates, as Mengniu has no liability to additional tax should such amount be remitted. 23. There are no income tax consequences attaching to the payment of dividends by the Company to its shareholders. Except for the amount disclosed above, the Group and the Company did not have any material unrecognised deferred tax liabilities or deferred tax assets at 31 December 2010 (2009: Nil). 24. Other Financial Assets Other financial assets represented entrusted loans to certain dairy farmers via banks. A maturity analysis of the entrusted loans of the Group is as follows: 24. Group 2010 2009 RMB 000 RMB 000 Within 1 year 17,888 10,222 1 to 2 years 31,507 11,399 2 to 3 years 29,188 3,870 Over 3 years 11,059 5,599 Total entrusted loans 89,642 31,090 Less: Amount due within one year included in current assets under other receivables (note 29) 29 (17,888) (10,222) 71,754 20,868 The annual interest rates of the entrusted loans varied from 5.76% to 8.16% (2009: 5.76% to 8.02%). 5.76% 8.16% 5.76% 8.02%

Notes to Financial Statements (Continued) 162-163 25. Inventories 25. Group 2010 2009 RMB 000 RMB 000 Raw materials 880,156 507,721 Finished goods 296,267 207,176 Total inventories at the lower of cost and net realisable value 1,176,423 714,897 The amount of write-down of inventories recognised as an expense was RMB865,000 (2009: RMB1,033,000) which was recognised in other operating expenses (note 5). 865,000 1,033,000 5 26. Bills Receivable An aged analysis of the bills receivable as at the end of the reporting period, based on the invoice date, is as follows: 26. Group 2010 2009 RMB 000 RMB 000 Within 3 months 3 19,439 51,949 4 to 6 months 4 6 1,100 500 20,539 52,449 As at 31 December 2010, no bills receivable (2009: RMB41,036,000) were factored with recourse to financial institutions. In 2009, the corresponding amount was recorded as short term bank loans (note 34). 41,036,000 34 No bills receivable due from associates (2009: RMB5,683,000) are included in the above balances. 5,683,000 China Mengniu Dairy Company Limited Annual Report 2010

Notes to Financial Statements (Continued) 27. Trade Receivables 27. Group 2010 2009 RMB 000 RMB 000 Trade receivables 556,422 529,805 Impairment (1,489) (2,502) 554,933 527,303 The Group normally allows a credit period of not more than 30 days to its customers which is extendable in certain circumstances. The Group closely monitors overdue balances. In view of the aforementioned and the fact that the Group s trade receivables relate to a large number of diversified customers, there is no significant concentration of credit risk. The trade receivables are non-interest-bearing. 30 An aged analysis of the trade receivables of the Group, net of provision for doubtful debts, based on the invoice date, is as follows: Group 2010 2009 RMB 000 RMB 000 Within 3 months 3 444,546 471,122 4 to 6 months 4 6 101,423 46,112 7 to 12 months 7 12 8,205 7,243 Over 1 year 1 759 2,826 554,933 527,303

Notes to Financial Statements (Continued) 164-165 27. Trade Receivables (CONTINUED) The movements in the provision for impairment of trade receivables are as follows: 27. Group 2010 2009 RMB 000 RMB 000 At 1 January 2,502 1,744 Impairment losses recognised 1,264 2,100 Impairment losses reversed (2,277) (1,342) At 31 December 1,489 2,502 The aged analysis of the trade receivables that are not considered to be impaired is as follows: Group 2010 2009 RMB 000 RMB 000 Neither past due nor impaired 533,314 504,804 Past due but not impaired Within 3 months 3 3,081 Over 3 months 3 3,579 539,974 504,804 China Mengniu Dairy Company Limited Annual Report 2010

Notes to Financial Statements (Continued) 27. Trade Receivables (CONTINUED) Receivables that were neither past due nor impaired relate to a large number of diversified customers for whom there was no recent history of default. 27. Receivables that were past due but not impaired relate to a number of independent customers that have a good track record with the Group. Based on past experience, the directors of the Company are of the opinion that no provision for impairment is necessary in respect of these balances as there has not been a significant change in credit quality and the balances are still considered fully recoverable. The Group does not hold any collateral or other credit enhancements over these balances. The amounts due from associates of approximately RMB276,844,000 (2009: RMB280,354,000) and an amount due from a jointly-controlled entity of approximately RMB155,000 (2009: RMB4,248,000) are included in the above balances. These balances are unsecured, noninterest-bearing and are repayable on credit terms similar to those offered to other major customers of the Group. 276,844,000 280,354,000 155,0004,248,000 28. Prepayments and Deposits 28. Group 2010 2009 RMB 000 RMB 000 Deposits 6,844 2,674 Prepayments 834,496 253,047 Value-added tax recoverable 75,518 Corporate income tax recoverable 14,965 8,850 Land use rights current (note 14) 14 10,480 8,056 942,303 272,627 The amount due from an associate of approximately RMB1,951,000 (2009: RMB2,676,000) and an amount due from a jointly-controlled entity of approximately RMB54,000,000 (2009: Nil) are included in the above balances. 1,951,0002,676,000 54,000,000

Notes to Financial Statements (Continued) 166-167 29. Other Receivables The balance of other receivables can be analysed as follows: 29. Group 2010 2009 RMB 000 RMB 000 Dividends receivable 393 3,198 Other financial assets (note 24) 24 17,888 10,222 Others 151,616 52,782 Total 169,897 66,202 Company 2010 2009 RMB 000 RMB 000 Due from subsidiaries 36,843 1,436,930 Others 106 94 Total 36,949 1,437,024 The loan to a subsidiary included in other receivables above is unsecured, interest-bearing and repayable within one year. The carrying amount of the loan to a subsidiary approximates to its fair value. China Mengniu Dairy Company Limited Annual Report 2010

Notes to Financial Statements (Continued) 30. Cash and Bank Balances and Pledged Deposits 30. Group 2010 2009 RMB 000 RMB 000 Cash and cash equivalents 3,775,255 3,986,624 Pledged deposits 102,399 230,968 Time deposits with original maturity of more than three months 2,922,558 2,163,397 6,800,212 6,380,989 Less: Deposits pledged for banking facilities (note 32 and 34) 32 34 (102,399) (230,968) Cash and bank balances 6,697,813 6,150,021 Company 2010 2009 RMB 000 RMB 000 Cash and bank balances 599,995 2,354,922 Cash at banks earns interest at the prevailing market interest rates. The bank balances and pledged deposits are deposited with creditworthy banks with no recent history of default. Cash and bank balances amounting to approximately RMB5,101,754,000 (2009: RMB3,626,788,000) were denominated in Renminbi, which is not freely convertible in the international foreign exchange market and whose exchange rate is determined by the People s Bank of China. 5,101,754,000 3,626,788,000

Notes to Financial Statements (Continued) 168-169 31. Trade Payables An aged analysis of the trade payables of the Group, based on the invoice date, is as follows: 31. Group 2010 2009 RMB 000 RMB 000 Within 3 months 3 1,994,978 1,463,848 4 to 6 months 4 6 51,315 63,708 7 to 12 months 7 12 13,909 2,868 Over 1 year 1 991 942 2,061,193 1,531,366 The amount due to an associate of approximately RMB28,955,000 (2009: RMB2,000) is included in the above balances. The balance is unsecured, non-interest-bearing and repayable on demand. 28,955,0002,000 The Group s trade payables are unsecured and non-interest-bearing. 32. Bills Payable An aged analysis of the bills payable of the Group, based on the invoice date, is as follows: 32. Group 2010 2009 RMB 000 RMB 000 Within 3 months 3 493,824 712,105 4 to 6 months 4 6 993,478 96,304 1,487,302 808,409 Except for an aggregate balance of approximately RMB539,490,000 (2009: RMB612,301,000) secured by the pledge of certain of the Group s deposits amounting to approximately RMB94,839,000 (2009: RMB142,190,000) (note 30), bills payable are unsecured. The above balances are non-interest-bearing. 539,490,000 612,301,000 94,839,000 142,190,000 30 China Mengniu Dairy Company Limited Annual Report 2010

Notes to Financial Statements (Continued) 33. Accruals and Customers Deposits 33. Group 2010 2009 RMB 000 RMB 000 Advances from customers 666,841 373,939 Salary and welfare payables 213,301 185,352 880,142 559,291 The amounts due to associates of approximately RMB86,931,000 (2009: RMB88,087,000) are included in the above balances. The balances are unsecured, non-interest-bearing and are repayable on demand. 86,931,00088,087,000 34. Interest-Bearing Bank Loans 34. Group 2010 2009 Maturity Fixed rate Floating rate Maturity Fixed rate Floating rate RMB 000 RMB 000 RMB 000 RMB 000 Short term bank loans, secured 2011 118,686 2010 126,170 Short term bank loans, unsecured 2011 152,100 280,000 2010 197,423 Long term bank loans, unsecured 2012 150,000 2011-2012 350,000 270,786 430,000 323,593 350,000

Notes to Financial Statements (Continued) 170-171 34. Interest-Bearing Bank Loans (CONTINUED) At 31 December 2010, short term bank loans of approximately RMB93,686,000 were secured by certain land use rights (note 14), property, plant and equipment (note 12(b)) and pledged deposits (note 30) of the Group. A short term bank loan of approximately RMB25,000,000 was secured by certain assets of an associate. At 31 December 2009, short term bank loans of approximately RMB126,170,000 were secured by certain bills receivable (note 26) and pledged deposits (note 30) of the Group. 34. 93,686,000 14 12(b) 30 25,000,000 126,170,000 26 30 During the year, the annual interest rates of the short term bank loans and the long term bank loans varied from 2.05% to 9.36% and 4.86% to 5.04% (2009: varied from 1.19% to 6.93% and from 4.86% to 7.25%), respectively. As at 31 December 2010, except for a short term bank loan of US$4,219,000 equivalent to approximately RMB27,866,000 (2009: US$19,412,000) denominated in United States dollars, all the Group s interest-bearing bank loans were denominated in RMB. 2.05% 9.36% 4.86% 5.04% 1.19% 6.93% 4.86% 7.25% 4,219,000 27,866,000 19,412,000 The repayment schedule of the bank loans is as follows: Group 2010 2009 RMB 000 RMB 000 Within 1 year 1 550,786 323,593 1 to 2 years 1 2 150,000 200,000 2 to 5 years 2 5 150,000 Total interest-bearing bank loans 700,786 673,593 Less: Amount due within one year included in current liabilities (550,786) (323,593) 150,000 350,000 China Mengniu Dairy Company Limited Annual Report 2010

Notes to Financial Statements (Continued) 35. Other Loans 35. Group 2010 2009 RMB 000 RMB 000 Short term loans 140,018 106,947 Except for other loans amounting to RMB2,646,000 which were interest-bearing and were secured by certain property, plant and equipment (note 12(b)), all other loans are unsecured, interest-free, and with no repayment terms. Other loans were all granted by local government authorities in the PRC for the purpose of supporting the Group s establishment of production plants in various locations in the PRC. 2,646,000 12(b) 36. Long Term Payables The Group s long term payables represent the amortised costs of the outstanding instalments payable for the purchase of production equipment. The effective interest rate used for the amortisation is the prevailing market interest rate. The balances are repayable as follows: 36. Group 2010 2009 RMB 000 RMB 000 Within 1 year 1 43,932 83,237 1 to 2 years 1 2 8,560 37,773 2 to 5 years 2 5 5,542 12,106 Over 5 years 5 Total long term payables 58,034 133,116 Less: Amount due within one year included in current liabilities under other payables (43,932) (83,237) 14,102 49,879 Certain long term payables are secured by the Group s property, plant and equipment (note 12(b)). 12(b)

Notes to Financial Statements (Continued) 172-173 37. Deferred Income Various local government authorities have granted certain property, plant and equipment to the Group for nil consideration and provided finance to the Group to purchase certain property, plant and equipment by way of a cash donation. Both the property, plant and equipment and grants are recorded initially at fair value. The grants received are regarded as deferred income, which is amortised to match the depreciation charge of the property, plant and equipment granted or purchased in accordance with their estimated useful lives. Movements of the balances during the year are as follows: 37. Group 2010 2009 RMB 000 RMB 000 At beginning of year 243,775 196,128 Received during the year 12,213 61,442 Amortisation during the year (14,857) (13,795) At end of year 241,131 243,775 Current portion 15,082 13,162 Non-current portion 226,049 230,613 241,131 243,775 China Mengniu Dairy Company Limited Annual Report 2010

Notes to Financial Statements (Continued) 38. Other Financial Liabilities 38. Group 2010 2009 Notes RMB 000 RMB 000 Contingent consideration (note 43) 43 87,101 Present value of redemption amount for potential acquisition of puttable noncontrolling interests (a) 332,926 420,027 Note: (a) According to the equity purchase agreement entered into among the Group, Junlebao and the non-controlling shareholders of Junlebao, the Group granted a put option to the non-controlling shareholders under which the non-controlling shareholders have the right to sell, and the Group has an obligation to buy the 49% equity interest in Junlebao after 2016. At 31 December 2010, the Group derecognised the carrying amount of non-controlling interests of RMB197,299,000 and recognised a financial liability at the present value of the amount payable upon exercise of the option of RMB332,926,000, and accounted for the difference of RMB135,627,000 into equity. (a) 49% 197,299,000 332,926,000 135,627,000 39. Share Capital 39. 2010 2009 RMB 000 RMB 000 Authorised: 3,000,000,000 ordinary shares of HK$0.1 each 3,000,000,000 0.1 319,235 319,235

Notes to Financial Statements (Continued) 174-175 39. Share Capital (CONTINUED) 39. Number of ordinary shares Notes 000 RMB 000 At 1 January 2010 1,737,192 178,611 Shares issued under the equity-settled share option scheme (b) 796 68 At 31 December 2010 1,737,988 178,679 Number of ordinary shares Notes 000 RMB 000 At 1 January 2009 1,561,640 163,137 Issue of shares (a) 173,800 15,320 Shares issued under the equity-settled share option scheme (b) 1,752 154 At 31 December 2009 1,737,192 178,611 (a) On 5 July 2009, the Company completed the placing of (a) 173,800,000 new shares of the Company with a par value of 17.60 15.50 HK$0.10 each at the placing price of HK$17.60 (equivalent to 173,800,000 0.10 RMB15.50) per share, resulting in proceeds, net of share issue expenses, of approximately HK$3,058,000,000 (equivalent 3,058,000,000 to approximately RMB2,694,483,000). The placing gave rise 2,694,483,000 to a share premium of HK$3,040,620,000 (equivalent to 3,040,620,000 approximately RMB2,679,163,000), being the excess of the gross 2,679,163,000 proceeds less share issue expenses over the par value of the new shares issued of HK$17,380,000 (equivalent to approximately 17,380,000 RMB15,320,000). Details of the subscription of new shares were 15,320,000 disclosed in the Company s announcement dated 6 July 2009. (b) Details of the Company s share option scheme and the share (b) options issued under the scheme are included in note 42 to the 42 financial statements. China Mengniu Dairy Company Limited Annual Report 2010

Notes to Financial Statements (Continued) 40. Reserves (A) Group Movements in the other reserves of the Group during the year are as follows: 40. (A) Share Contributed Statutory premium surplus reserves Currency translation differences Availablefor-sale investment revaluation reserve Share option reserve Other reserve Total RMB 000 RMB 000 RMB 000 RMB 000 RMB 000 RMB 000 RMB 000 RMB 000 Note (a) Note (b) Note 22 Note 42 (a) (b) 22 42 At 1 January 2009 2,897,558 232,020 768,829 (137,446) 176,963 3,937,924 Issue of shares (note 39) 39 2,679,163 2,679,163 Transfer to statutory reserves 184,588 184,588 Shares issued under equity-settled share option arrangements (note 42) 42 20,515 20,515 Currency translation differences (4,535) (4,535) Equity-settled share option arrangements (note 42) 42 284,646 284,646 At 1 January 2010 5,597,236 232,020 953,417 (141,981) 461,609 7,102,301 Transfer to statutory reserves 236,378 236,378 Shares issued under equity-settled share option arrangements (note 42) 42 13,343 13,343 Currency translation differences (150,885) (150,885) Equity-settled share option arrangements (note 42) 42 366,183 366,183 Transfer of share option reserve upon exercise of share options 15,991 (15,991) Change in fair value of available-for-sale investments, net of tax 97,476 97,476 Derecognition of puttable non-controlling interests (note 38) 38 (135,627) (135,627) At 31 December 2010 5,626,570 232,020 1,189,795 (292,866) 97,476 811,801 (135,627) 7,529,169

Notes to Financial Statements (Continued) 176-177 40. Reserves (CONTINUED) (B) Company Movements in the reserves of the Company during the year are as follows: 40. (B) Share premium Contributed surplus Currency translation differences Availablefor-sale investment revaluation reserve Retained earnings Share option reserve Total RMB 000 RMB 000 RMB 000 RMB 000 RMB 000 RMB 000 RMB 000 Note (a) Note 22 Note 42 (a) 22 42 At 1 January 2009 5,246,611 387,574 (422,178) 121,869 176,963 5,510,839 Profit for the year (note (d)) (d) 54,175 54,175 Issue of shares (note 39) 39 2,679,163 2,679,163 Shares issued under equity-settled share option arrangements (note 42) 42 20,515 20,515 Equity-settled share option arrangements (note 42) 42 284,646 284,646 Currency translation differences (12,279) (12,279) At 1 January 2010 7,946,289 387,574 (434,457) 176,044 461,609 8,537,059 Profit for the year (note (d)) (d) 266,954 266,954 Shares issued under equity-settled share option arrangements (note 42) 42 13,343 13,343 Equity-settled share option arrangements (note 42) 42 366,183 366,183 Transfer of share option reserve upon exercise of share options 15,991 (15,991) Final 2009 dividend declared (245,445) (245,445) Change in fair value of available-for-sale investments, net of tax (14,095) (14,095) Currency translation differences (297,271) (297,271) At 31 December 2010 7,975,623 387,574 (731,728) (14,095) 197,553 811,801 8,626,728 China Mengniu Dairy Company Limited Annual Report 2010

Notes to Financial Statements (Continued) 40. Reserves (CONTINUED) (B) Company (CONTINUED) Notes: 40. (B) (a) Contributed surplus The balance of the contributed surplus of the Group represents the difference between the nominal value of the share capital of the subsidiaries acquired pursuant to the group reorganisation over the nominal value of the shares of the Company issued in exchange therefore, and the excess of the amount of capital injected by the minority shareholder over its additional interest in the subsidiary s net assets attributable to the Company s owners was recorded as contributed surplus of the Group. (a) The contributed surplus of the Company represents the difference between the then combined net assets value of the subsidiaries acquired pursuant to the group reorganisation over the nominal value of the shares of the Company issued in exchange therefor. (b) Statutory reserves In accordance with the relevant PRC laws and regulations, the PRC domestic companies are required to transfer 10% of their profit after income tax, as determined under the PRC accounting standards and financial regulations, to the statutory common reserve. Subject to certain restrictions as set out in the relevant PRC laws and regulations, the statutory common reserve may be used to offset against the accumulated losses, if any. (b) 10% (c) Distributable reserves Under the Companies Law (2004 Revision) of the Cayman Islands, the share premium and contributed surplus of the Company are distributable to shareholders, provided that immediately following such distributions, the Company is able to pay off its debts as and when they fall due in the ordinary course of business. (c) (d) The profit attributable to owners of the Company for the year ended 31 December 2010 dealt with in the financial statements of the Company was RMB266,954,000 (2009: RMB54,175,000), including the dividend income from subsidiaries amounting to approximately RMB252,314,000 (2009: RMB53,097,000). (d) 266,954,000 54,175,000 252,314,000 53,097,000 41. Major Non-Cash Transactions The Group had no material non-cash transactions other than those detailed elsewhere in these financial statements. 41.

Notes to Financial Statements (Continued) 178-179 42. Share-Based Payment Plan The Company operates a share option scheme (the Scheme ) for the purpose of providing incentives and rewards to eligible participants who contribute to the success of the Group s operations. Eligible participants of the Scheme include the Company s directors, including independent non-executive directors, other employees of the Group, suppliers of goods or services to the Group, customers and any person or entity that provides research, development or technological support to the Group. The Scheme became effective on 28 June 2005 and, unless otherwise cancelled or amended, will remain in force for 10 years from that date. 42. The maximum number of shares in respect of share options currently permitted to be granted under the Scheme is an amount equivalent, upon their exercise, to 10% of the total number of shares of the Company in issue as at the date of approval and adoption of the Scheme provided that the Group may at any time seek approval from its shareholders to refresh the limit to 10% of the shares in issue as at the date of approval by the shareholders in general meeting where such limit is refreshed. The maximum number of shares issuable under share options to each eligible participant in the Scheme within any 12-month period is limited to 1% of the total shares of the Company in issue at any time. Any further grant of share options in excess of these limits is subject to shareholders approval in a general meeting. 10% 10% 1% Share options granted to a director, chief executive or substantial shareholder of the Company, or to any of their associates, are subject to approval in advance by the independent non-executive directors. In addition, any share options granted to a substantial shareholder or an independent non-executive director of the Company, or to any of their associates, in excess of 0.1% of the shares of the Company in issue at any time or with an aggregate value (based on the closing price of the Company s shares at the date of grant) in excess of HK$5,000,000, within any 12-month period, are subject to shareholders approval in advance in a general meeting. 0.1% 5,000,000 The offer of a grant of share options may be accepted within 20 business days from the date of offer, upon payment of a consideration of HK$1 in total by the grantee. The exercise period of the share options granted is determinable by the directors, and commences after a certain vesting period and ends on a date which is not later than six years from the date of offer of the share options or the expiry date of the Scheme, if earlier. 20 1 China Mengniu Dairy Company Limited Annual Report 2010

Notes to Financial Statements (Continued) 42. Share-Based Payment Plan (CONTINUED) The exercise price of share options is determinable by the directors, but may not be less than the highest of (i) The Stock Exchange of Hong Kong Limited (the Stock Exchange ) closing price of the Company s shares on the offer date of the share options; (ii) the average Stock Exchange closing price of the Company s shares for the five business days immediately preceding the offer date; and (iii) the nominal value of the shares. 42. (i) (ii) (iii) Share options do not confer rights on the holders to dividends or to vote at shareholders meetings. Particulars of share options Date of grant Exercise period of share options (both dates inclusive) Exercise price per share option (note d) d (HK$) 26 October 2006 26 October 2007 to 25 October 2012 (note a) 13.40 a 9 November 2007 9 November 2009 to 8 November 2013 (note b) 32.24 b 18 August 2008 18 August 2010 to 17 August 2014 (note b) 22.03 b 23 November 2009 23 November 2011 to 22 November 2015 (note c) 24.40 c 6 December 2010 6 December 2012 to 5 December 2016 (note d) 22.80 d

Notes to Financial Statements (Continued) 180-181 42. Share-Based Payment Plan (CONTINUED) Particulars of share options (CONTINUED) (a) The share options will be vested in four equal batches with 25% of the share options granted vesting on the first, second, third and fourth anniversaries of the date of grant. In addition, the share options will only be vested if and when the pre-set performance targets of the Group, the division of the grantee and the grantee are achieved. Unless all of these targets are met, the share options will lapse. 42. (a) 25% (b) The share options will be vested in two equal batches with 50% of the share options granted vesting on the second and third anniversaries of the date of grant. In addition, the share options will only be vested if and when the pre-set performance targets of the Group, the division of the grantee and the grantee are achieved. Unless all of these targets are met, the share options will lapse. (b) 50% (c) The share options will be vested in three batches with 20%, 40% and 40% of the share options granted vesting on, respectively, the second, third and fourth anniversaries of the date of the grant. In addition, the share options will only be vested if and when the pre-set performance targets of the Group, the division of the grantee and the grantee are achieved. Unless all of these targets are met, the share options will lapse. (c) 20% 40% 40% Out of the 89,025,000 share options granted, in aggregate, 20,116,500 share options are granted in exchange for and replacement of the outstanding share options previously granted on 9 November 2007 to better achieve the objectives of the Share Option Scheme (the Replacement ). 89,025,000 20,116,500 (d) The share options will be vested in three batches with 20%, 40% and 40% of the share options granted vesting on, respectively, the second, third and fourth anniversaries of the date of the grant. In addition, the share options will only be vested if and when the pre-set performance targets of the Group, the division of the grantee and the grantee are achieved. Unless all of these targets are met, the share options will lapse. (d) 20% 40% 40% (e) The exercise price per share option was the average closing share price for the five business days immediately preceding the grant date or the closing price of the share on the grant date. (e) China Mengniu Dairy Company Limited Annual Report 2010

Notes to Financial Statements (Continued) 42. Share-Based Payment Plan (CONTINUED) Movements of share options 2010 42. Date of grant As at 1 January 2010 Granted during the year Exercised during the year Lapsed during the year Replaced during the year As at 31 December 2010 26 October 2006 2,020,669 (206,056) (56,971) 1,757,642 18 August 2008 74,989,000 (589,759) (1,273,961) 73,125,280 23 November 2009 89,025,000 (2,487,000) 86,538,000 6 December 2010 4,470,000 4,470,000 Total 166,034,669 4,470,000 (795,815) (3,817,932) 165,890,922 2009 Date of grant As at 1 January 2009 Granted during the year Exercised during the year Lapsed during the year Replaced during the year As at 31 December 2009 26 October 2006 5,452,401 (1,751,613) (1,680,119) 2,020,669 9 November 2007 43,132,000 (23,015,500) (20,116,500)* 18 August 2008 79,118,000 (4,129,000) 74,989,000 23 November 2009 89,025,000 89,025,000 Total 127,702,401 89,025,000 (1,751,613) (28,824,619) (20,116,500) 166,034,669 * The incremental fair value granted as a result of the Replacement was estimated to be RMB68,666,000 in total, using the same measurement method as described below. * 68,666,000

Notes to Financial Statements (Continued) 182-183 42. Share-Based Payment Plan (CONTINUED) Movements of share options (CONTINUED) The average fair value of the share options granted during the year was estimated to be RMB6.21 each (2009: RMB7.87) at the grant date, using a binomial model, taking into account the terms and conditions upon which the instruments were granted. The contractual life of each option granted is six years. There are no cash settlement alternatives. The Group recognised an expense of RMB366,183,000 (note 6 and note 7) during the year ended 31 December 2010 (2009: RMB284,646,000). 42. 6.21 7.87 366,183,0006 7 284,646,000 Subsequent to the end of reporting period, out of the total outstanding share options of 165,890,922 (2009: 166,034,669) units as at 31 December 2010, 5,324,300 (2009: Nil) share options had lapsed due to the unfulfilment of vesting conditions. 165,890,922166,034,669 5,324,300 The following table lists the inputs to the model used: 2010 2009 Dividend yield (%) % 0.7 1.0 Expected volatility (%) % 34 43 Risk-free interest rate (%) % 1.7 1.3-1.7 Expected life of options (years) 6 6 Spot price (HK$ per share) 22.8 24.4 Exercise price (HK$ per share) 22.8 24.4 In light of the lack of a historical exercise record, the expected life of the options is based on the results of empirical studies performed in the United States and is not necessarily indicative of exercise patterns that may occur. The expected volatility reflects the assumption that the historical volatility is indicative of future trends, which may also not necessarily be the actual outcome. The spot price is the closing price of the Company s shares at the grant date. The exercise price is the closing price of the share on the grant date. The 795,815 units of share option (2009: 1,751,613) exercised during the year resulted in the issue of 795,815 (2009: 1,751,613) ordinary shares of the Company and new share capital of RMB68,000 (2009: RMB154,000) and share premium of RMB13,343,000 (2009: RMB20,515,000), as further detailed in note 39 to the financial statements. The weighted average share price at the date of exercise for these options was HK$23.80 (2009: HK$21.93). 795,8151,751,613 795,815 1,751,613 68,000 154,000 13,343,000 20,515,000 39 23.80 21.93 China Mengniu Dairy Company Limited Annual Report 2010

Notes to Financial Statements (Continued) 42. Share-Based Payment Plan (CONTINUED) Movements of share options (CONTINUED) At the end of the reporting period, the Company had 37,979,422 (2009: 571,919) vested share options outstanding under the Scheme. The exercise in full of the remaining share options would, under the present capital structure of the Company, result in the issue of 37,979,422 (2009: 571,919) additional ordinary shares of the Company and additional share capital of RMB3,232,000 (2009: RMB50,000) and share premium of RMB695,823,000 (2009: RMB6,691,000) (before issue expenses). 42. 37,979,422 571,919 37,979,422 571,919 3,232,00050,000 695,823,000 6,691,000 43. Business Combination On 30 November 2010, the Group acquired a 51% interest in Junlebao from independent third parties. Junlebao is mainly engaged in the production and distribution of yogurt products. The acquisition was made as part of the Group s strategy to expand its market share of yogurt products in the PRC. The purchase consideration for the acquisition was in the form of cash, with RMB369,200,000 paid at the acquisition date and the remaining RMB100,000,000 as a contingent consideration, which is to be paid in 2014 if certain operating results criteria can be achieved by Junlebao over the three years subsequent to the acquisition date. 43. 51% 369,200,000 100,000,000 The Group has elected to measure the non-controlling interest in Junlebao at the non-controlling interests proportionate share of Junlebao s identifiable net asset.

Notes to Financial Statements (Continued) 184-185 43. Business Combination (CONTINUED) The fair values of the identifiable assets and liabilities of Junlebao as at the date of acquisition were as follows: 43. Fair value recognised on acquisition RMB 000 Assets Property, plant and equipment 317,035 Construction in progress 27,188 Land use rights 43,850 Other intangible assets 184,476 Interests in associates 13,875 Available-for-sale investments 13,000 Cash and bank balances 101,001 Pledged deposits 10,000 Bills receivable 6,247 Trade receivables 29,877 Prepayments and deposits 24,526 Other receivables 94,883 Inventories 50,497 916,455 Liabilities Trade payables (135,472) Bills payable (20,000) Accruals and customers deposits (38,184) Other payables (74,346) Interest-bearing bank loans and other borrowings (202,996) Income tax payable (18,139) Long term payables (2,761) (491,898) Total identifiable net assets at fair value 424,557 Non-controlling interests proportionate share of identifiable net assets (221,287) Goodwill arising on acquisition 252,470 Purchase consideration 455,740 China Mengniu Dairy Company Limited Annual Report 2010

Notes to Financial Statements (Continued) 43. Business Combination (CONTINUED) The fair values of the trade receivables and other receivables as at the date of acquisition amounted to RMB29,877,000 and RMB94,883,000, respectively. The gross contractual of trade receivables and other receivables were amounted to RMB29,905,000 and RMB95,198,000, respectively. 43. 29,877,000 94,883,000 29,905,000 95,198,000 The Group incurred transaction costs of RMB1,156,000 for this acquisition. These transaction costs have been expensed and are included in administrative expenses in the consolidated income statement. 1,156,000 The goodwill of RMB252,470,000 represents the value of expected synergies arising from the acquisition. None of the goodwill recognised is expected to be deductible for income tax purposes. 252,470,000 The fair value of the contingent consideration of RMB100,000,000 was recognised at RMB86,540,000 as at the acquisition date and then remeasured to RMB87,101,000 as at 31 December 2010. This was classified as other financial liabilities (note 38). 100,000,000 86,540,000 87,101,000 38 An analysis of the cash flows in respect of the acquisition of a subsidiary is as follows: RMB 000 Cash consideration 369,200 Cash and bank balances acquired (101,001) Net outflow of cash and cash equivalents included in cash flows from investing activities Transaction costs of the acquisition included in cash flows from operating activities 268,199 1,156 269,355 Since its acquisition, Junlebao contributed RMB119,541,000 to the Group s turnover and RMB4,089,000 to the consolidated profit for the year ended 31 December 2010. 119,541,000 4,089,000 Had the combination taken place at the beginning of the year, the revenue and the profit of the Group for the year would have been RMB31,505,889,000 and RMB1,374,404,000, respectively. 31,505,889,000 1,374,404,000

Notes to Financial Statements (Continued) 186-187 44. Deemed Disposal of a Subsidiary On 30 April 2009, Inner Mongolia Mengniu Fanyu Biotechnology Co., Ltd. (hereafter Fanyu ), an indirectly owned subsidiary of the Company, issued additional shares of RMB40,000,000 to its existing and new shareholders, included in which was RMB5,200,000 in cash injected by Mengniu. The transaction resulted in the dilution of Mengniu s interest in Fanyu from 65% to 30%. As a consequence, Fanyu became an associate of the Company since then. 44. 40,000,000 5,200,000 65%30% 2010 2009 RMB 000 RMB 000 Net assets disposed of: Property, plant and equipment 10,673 Cash and bank balances 1,088 Trade receivables 9,448 Prepayments and other receivables 2,689 Inventories 5,461 Other intangible assets 7,773 Trade payables (208) Accruals and other payables (13,829) Non-controlling interests (8,083) 15,012 Cash consideration paid 5,200 Initial recognition of an associate (19,139) Loss on deemed disposal of a subsidiary 1,073 An analysis of the net outflow of cash and cash equivalents in respect of the deemed disposal of a subsidiary is as follows: 2010 2009 RMB 000 RMB 000 Cash consideration paid 5,200 Cash and bank balances disposed of 1,088 Net cash flows used in respect of deemed disposal of a subsidiary 6,288 China Mengniu Dairy Company Limited Annual Report 2010

Notes to Financial Statements (Continued) 45. Commitments (a) Capital commitments The Group had the following outstanding capital commitments in respect of the purchase and construction of property, plant and equipment as at the end of reporting period: 45. (a) Group 2010 2009 RMB 000 RMB 000 Contracted, but not provided for 527,900 204,510 Subsequent to the reporting date, the board of directors approved the capital expenditure (not contracted for) amounting to approximately RMB1,919,820,000 (2009: RMB1,968,250,000), out of which approximately RMB5,850,000 (2009: Nil) was related to the Group s share of capital expenditure of a jointly-controlled entity. 1,919,820,000 1,968,250,000 5,850,000 2009 (b) Operating lease commitments At the end of the reporting period, the Group had total future minimum lease payments under non-cancellable operating leases in respect of buildings and certain production equipment as follows: (b) Group 2010 2009 RMB 000 RMB 000 Within one year 1 65,475 19,952 In the second to fifth years, inclusive 2 5 239,844 64,856 Over five years 5 32,120 15,697 337,439 100,505 The Company did not have any significant commitments at the end of reporting period.

Notes to Financial Statements (Continued) 188-189 46. Contingent Liabilities The Group is contingently liable in respect of loan guarantees granted to certain banks in favour of certain suppliers of raw milk (the suppliers ). The amount of guarantees granted as at 31 December 2010 was approximately RMB2,500,000 (2009: RMB29,214,000). All of the above guarantees are cross-guaranteed and secured by assets owned by these suppliers who are independent third parties. Securities under these counter-guarantees included property, dairy cattle and other assets owned by the Suppliers. 46. 2,500,000 29,214,000 Save as the above and the disclosure in note 43 and 47(l) (n), the Group did not have any significant contingent liabilities at the end of reporting period. 43 47(l)(n) The Company did not have any significant contingent liabilities at the end of reporting period. China Mengniu Dairy Company Limited Annual Report 2010

Notes to Financial Statements (Continued) 47. Related Party Transactions In addition to the transactions and balances which are disclosed elsewhere in these financial statements, the Group had the following significant transactions with its associates, a jointly-controlled entity and other related parties. 47. Group 2010 2009 Notes RMB 000 RMB 000 (a) (b) (c) (d) (e) (f) (g) (h) (i) (j) (k) (l) (m) (n) Sales of liquid milk products to associates Sales of ice cream products to associates Sales of other dairy products to associates Sales of raw materials to a jointly-controlled entity Sales of raw materials to affiliates of a major shareholder of the Company Purchase of other dairy products from a jointly-controlled entity Purchase of raw materials from a jointly-controlled entity Purchase of ice cream products from an associate Purchase of liquid milk products from an associate Purchase of raw materials from affiliates of a major shareholder of the Company Sales of property, plant and equipment to a jointly-controlled entity Provision of guarantees to a jointly-controlled entity Provision of guarantees by a partner of a jointly-controlled entity Provision of guarantees to an associate (a) (i) 4,856,436 4,045,738 (b) (i) 546,971 519,337 (c) (i) 25,141 10,951 (d) (ii) 45,059 46,345 (e) (i) 257 (f) (i) (19) (g) (ii) (236,563) (h) (i) (66,251) (67,423) (i) (i) (14,217) (j) (i) (110,963) (k) 579 (l) 70,635 1,385 (m) 67,104 (n) 19,500

Notes to Financial Statements (Continued) 190-191 47. Related Party Transactions (CONTINUED) Notes: 47. (i) The considerations were determined with reference to the then prevailing market prices/rates and the prices charged to third parties. (i) (ii) These transactions were conducted at cost, which approximated to the prevailing market price of the materials. (ii) (iii) Except for (e) and (j), the above transactions did not constitute connected transactions as defined in the Listing Rules. (iii) (e) (j) (iv) Key management compensation is detailed in note 7 to the financial statements. (iv) 7 48. Financial Instruments by Category The carrying amounts of each of the categories of financial instruments as at the end of reporting period are as follows: 48. Financial assets Loans and receivables Group 2010 2009 Availablefor-salfor-sale Available- financial Loans and financial assets Total receivables assets Total RMB 000 RMB 000 RMB 000 RMB 000 RMB 000 RMB 000 Available-for-sale investments 301,681 301,681 17,409 17,409 Bills receivable 20,539 20,539 52,449 52,449 Trade receivables 554,933 554,933 527,303 527,303 Other receivables 169,897 169,897 66,202 66,202 Other financial assets 71,754 71,754 20,868 20,868 Pledged deposits 102,399 102,399 230,968 230,968 Cash and bank balances 6,697,813 6,697,813 6,150,021 6,150,021 7,617,335 301,681 7,919,016 7,047,811 17,409 7,065,220 China Mengniu Dairy Company Limited Annual Report 2010

Notes to Financial Statements (Continued) 48. Financial Instruments by Category (CONTINUED) Financial liabilities 48. Group 2010 2009 Financial liabilities Financial liabilities at amortised cost at amortised cost RMB 000 RMB 000 Trade payables 2,061,193 1,531,366 Bills payable 1,487,302 808,409 Other payables 1,061,253 1,211,172 Interest-bearing bank loans 700,786 673,593 Other loans 140,018 106,947 Long term payables 14,102 49,879 Other financial liabilities 420,027 5,884,681 4,381,366

Notes to Financial Statements (Continued) 192-193 48. Financial Instruments by Category (CONTINUED) The carrying amounts of each of the categories of financial instruments as at the end of reporting period are as follows: 48. Financial assets Company 2010 2009 Loans and Loans and receivables receivables RMB 000 RMB 000 Loan to a subsidiary included in interests in subsidiaries (note 19) 19 777,835 804,847 Loans to a subsidiary (note 18) 18 2,680,430 Financial assets included in prepayments, deposits and other receivables 36,949 1,437,024 Cash and cash equivalents 599,995 2,354,922 Available-for-sale investments 114,831 4,210,040 4,596,793 Financial liabilities Company 2010 2009 Financial liabilities Financial liabilities at amortised cost at amortised cost RMB 000 RMB 000 Financial liabilities included in accruals and other payables 1,544 2,516 China Mengniu Dairy Company Limited Annual Report 2010

Notes to Financial Statements (Continued) 49. Fair Values and Fair Value Hierarchy Fair value The fair values of the financial assets and liabilities are included at the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale. 49. The following methods and assumptions were used to estimate the fair values: Cash and cash equivalents, the current portion of pledged deposits, trade receivables, trade and bills payables, financial assets included in prepayments, deposits and other receivables, financial liabilities included in other payables and accruals, current interest bearing bank loans, other loans, approximate to their carrying amounts largely due to the short term maturities of these instruments. The fair values of other financial assets, loans to a subsidiary, noncurrent portion of interest-bearing bank loans and long term payables and other financial liabilities have been calculated by discounting the expected future cash flows using rates currently available for instruments on similar terms, credit risk and remaining maturities. The fair values of listed equity investments are based on quoted market prices. The fair values of unlisted available-for-sale equity investments have been estimated using a valuation technique based on assumptions that are not supported by observable market prices or rates. The directors believe that the estimated fair values resulting from the valuation technique, which are recorded in the consolidated statement of financial position, and the related changes in fair values, which are recorded in other comprehensive income, are reasonable, and that they were the most appropriate values at the end of the reporting period.

Notes to Financial Statements (Continued) 194-195 49. Fair Value and Fair Value Hierarchy (CONTINUED) Fair value hierarchy The Group uses the following hierarchy for determining and disclosing the fair value of financial instruments: 49. Level 1: fair values measured based on quoted prices (unadjusted) in active markets for identical assets or liabilities Level 2: fair values measured based on valuation techniques for which all inputs which have a significant effect on the recorded fair value are observable, either directly or indirectly Level 3: fair values measured based on valuation techniques for which any inputs which have a significant effect on the recorded fair value are not based on observable market data (unobservable inputs) Assets measured at fair value: Group 2010 Level 1 Level 3 Total RMB 000 RMB 000 RMB 000 Available-for-sale investments at fair value 114,831 171,461 286,292 Company 2010 Level 1 Level 3 Total RMB 000 RMB 000 RMB 000 Available-for-sale investments at fair value 114,831 114,831 China Mengniu Dairy Company Limited Annual Report 2010

Notes to Financial Statements (Continued) 49. Fair Value and Fair Value Hierarchy (CONTINUED) Fair value hierarchy (CONTINUED) Assets measured at fair value: (CONTINUED) The movements in fair value measurements in Level 3 during the year are as follows: 49. 2010 RMB 000 Available-for-sale investments unlisted At 1 January Reclassification from available-for-sale investments at cost 12,000 Total gains recognised in other comprehensive income 159,461 At 31 December 171,461 The Group and the Company did not have any financial assets or financial liabilities measured at fair value as at 31 December 2009. 50. Financial Risk Management Objectives and Policies Capital management The primary objectives of the Group s capital management are to safeguard the Group s ability to continue as a going concern and to maintain healthy capital ratios in order to support its business and maximise shareholders value. 50. The Group manages its capital structure and makes adjustments to it in light of changes in economic conditions. To maintain or adjust the capital structure, the Group may adjust the dividend payment to shareholders, return capital to shareholders or issue new shares. No changes were made in the objectives, policies or processes for managing capital during the years ended 31 December 2010 and 31 December 2009.

Notes to Financial Statements (Continued) 196-197 50. Financial Risk Management Objectives and Policies 50. (CONTINUED) Capital management (CONTINUED) The Group monitors capital using a gearing ratio, which is net debt divided by the total capital plus net debt. The Group s policy is to maintain the gearing ratio between 20% and 50% normally. Net debt includes interest-bearing bank loans and other loans, trade, bills and other payables, accruals and customers deposits, long term payables, other financial liabilities, less cash and bank balances, and excludes discontinued operations. Capital represents equity attributable to owners of the Company. The gearing ratios as at the ends of reporting periods were as follows: 20% 50% Group 2010 2009 RMB 000 RMB 000 Interest-bearing bank loans 700,786 673,593 Trade and bills payables 3,548,495 2,339,775 Accruals and customers deposits 880,142 559,291 Other payables 1,061,253 1,211,172 Other loans 140,018 106,947 Long term payables 14,102 49,879 Other financial liabilities 420,027 Less: Cash and bank balances (6,697,813) (6,150,021) Net debt/(cash) 67,010 (1,209,364) Equity attributable to owners of the Company 9,758,064 8,575,678 Capital and net debt 9,825,074 7,366,314 Gearing ratio 0.68% N/A Financial risk management The Group s principal financial instruments comprise cash and cash equivalents, trade receivables and payables, other receivables and payables, balances with related parties, interest-bearing bank loans, other loans and long term payables. China Mengniu Dairy Company Limited Annual Report 2010

Notes to Financial Statements (Continued) 50. Financial Risk Management Objectives and Policies 50. (CONTINUED) Financial risk management (CONTINUED) The main risks arising from the Group s financial instruments are interest rate risk, foreign currency risk, credit risk and liquidity risk. The board of directors and senior management meet periodically to analyse and formulate measures to manage the Group s exposure to these risks. Generally, the Group adopts reasonably prudent strategies on its risk management. As the Group s exposure to these risks is kept to a minimum, the Group has not used any derivatives and other instruments for hedging purposes. The Group does not hold or issue derivative financial instruments for trading purposes. The board of directors reviews and agrees policies for managing each of these risks and they are summarised below: (i) Interest rate risk (i) The Group s exposure to the risk of changes in market interest rates relates primarily to the Group s borrowings with floating interest rates. The Group closely monitors its interest rate risk by performing periodic reviews and evaluations of its debt portfolio and gearing ratio. The interest rates and terms of repayment 34 of the bank loans of the Group are disclosed in note 34 to the financial statements. In the opinion of the directors, the Group has no significant interest rate risk and has not used any interest rate swaps to hedge its exposure to interest rate risk.

Notes to Financial Statements (Continued) 198-199 50. Financial Risk Management Objectives and Policies 50. (CONTINUED) Financial risk management (CONTINUED) (i) Interest rate risk (CONTINUED) The following table demonstrates the sensitivity to a reasonably possible change in interest rates, with all other variables held constant, of the Group s profit before tax (through the impact on floating rate borrowings): (i) Group Increase/ (decrease) in basis points Increase/ (decrease) in profit before tax RMB 000 2010 RMB 50 (2,032) RMB (50) 2,032 United States dollar 50 (119) United States dollar (50) 119 2009 RMB 50 (2,418) RMB (50) 2,418 United States dollar 50 (183) United States dollar (50) 183 China Mengniu Dairy Company Limited Annual Report 2010

Notes to Financial Statements (Continued) 50. Financial Risk Management Objectives and Policies 50. (CONTINUED) Financial risk management (CONTINUED) (ii) Foreign currency risk The Group s businesses are principally located in Mainland China and substantially all transactions are conducted in RMB, except for the purchases of imported machinery and equipment and sales of dairy products to Hong Kong and Macau. As at 31 December 2010, substantially all of the Group s assets and liabilities were denominated in RMB except the cash and bank balances of approximately RMB67,366,000 (2009: RMB72,165,000) and RMB1,631,092,000 (2009: RMB2,682,036,000) which were denominated in United States dollars and Hong Kong dollars, respectively, the interestbearing bank loans of approximately RMB27,866,000 (2009: RMB132,931,000) and long term payables of approximately RMB49,208,000 (2009: RMB128,574,000) which were denominated in United States dollars, and long term payables of approximately RMB8,125,000 (2009: Nil) which was denominated in Japanese yen. The fluctuation of the exchange rates of RMB against foreign currencies could affect the Group s results of operations. However, in the opinion of the directors, the foreign currency risk exposure is under management s control. (ii) 67,366,000 72,165,000 1,631,092,000 2,682,036,000 27,866,000 132,931,000 49,208,000 128,574,000 8,125,000 The following table demonstrates the sensitivity to a reasonably possible change in the RMB exchange rate as compared to United States dollars, Hong Kong dollars and Japanese yen with all other variables held constant, of the Group s profit before tax (due to changes in the fair value of monetary assets and liabilities) and equity: Increase/ (decrease) in RMB rate Increase/ (decrease) in profit before tax Increase/ (decrease) in equity % RMB 000 RMB 000 2010 5 60,593 (224,790) (5) (60,593) 224,790 2009 5 21,244 (140,825) (5) (21,244) 140,825

Notes to Financial Statements (Continued) 200-201 50. Financial Risk Management Objectives and Policies 50. (CONTINUED) Financial risk management (CONTINUED) (iii) Credit risk The cash and bank balances, as well as the pledged deposits, of the Group are mainly deposited with state-owned commercial banks in Mainland China. (iii) The majority of the Group s sales are conducted on a cash basis. The Group has implemented policies to ensure that sales of products are made to distributors, who wish to trade on credit terms, with an appropriate credit history which is subject to periodic reviews. Receivable balances are monitored on an ongoing basis and the Group s exposure to bad debts is not significant. The credit risk of the Group s other financial assets, which comprise deposits and other receivables, arises from default of the counterparty, with a maximum exposure equal to the carrying amounts of these assets. In addition, the Group s guarantees of the bank loans borrowed by certain suppliers of raw milk amounting to RMB2,500,000 (2009: RMB29,214,000) (note 46) represent the Group s other exposure to credit risk. RMB2,500,000 (2009: RMB29,214,000) of the above guarantees are cross-guaranteed and secured by assets owned by these suppliers. 2,500,000 29,214,000 46 2,500,000 29,214,000 Except for the above, the Group has no significant concentration of credit risk, with exposure spread over a number of counterparties. Further quantitative data in respect of the Group s exposure to credit risk arising from trade receivables are disclosed in note 27 to the financial statements. 27 China Mengniu Dairy Company Limited Annual Report 2010

Notes to Financial Statements (Continued) 50. Financial Risk Management Objectives and Policies 50. (CONTINUED) Financial risk management (CONTINUED) (iv) Liquidity risk The Group closely monitors its liquidity risk by performing periodic reviews and evaluations of its liquidity with regard to the industry characteristics, market conditions, business strategies and changes in the Group s state of affairs and adjusting the current and non-current portions of the Group s debt portfolio on a proper and timely basis. In addition, the Group aims to ensure a continuity of funds and flexibility through the use of various means of financing and by keeping committed credit lines available. (iv) The table below summarises the maturity profile of the Group s financial liabilities at 31 December 2010 based on contractual undiscounted payments. 2010 On Less than 1 to More than demand 1 year 5 years 5 years Total RMB 000 RMB 000 RMB 000 RMB 000 RMB 000 Interest-bearing bank loans 550,786 150,000 700,786 Other loans 140,018 140,018 Trade and bills payables 3,548,495 3,548,495 Other payables, excluding current potion of long term payables 1,017,321 1,017,321 Long term payables 45,545 15,517 61,062 Other financial liabilities 100,000 850,363 950,363 Loan guarantees given to banks 2,500 2,500

Notes to Financial Statements (Continued) 202-203 50. Financial Risk Management Objectives and Policies 50. (CONTINUED) Financial risk management (CONTINUED) (iv) Liquidity risk (CONTINUED) (iv) 2009 On Less than 1 to More than demand 1 year 5 years 5 years Total RMB 000 RMB 000 RMB 000 RMB 000 RMB 000 Interest-bearing bank loans 323,593 381,680 705,273 Other loans 106,947 106,947 Trade and bills payables 2,339,775 2,339,775 Other payables, excluding current potion of long term payables 1,127,935 1,127,935 Long term payables 88,766 53,119 141,885 Loan guarantees given to banks 22,022 7,192 29,214 51. Approval of the Financial Statements The financial statements were approved and authorised for issue by the board of directors on 31 March 2011. 51. China Mengniu Dairy Company Limited Annual Report 2010

Financial Summary The following is a summary of the audited financial statements of China Mengniu Dairy Company Limited (the Company ) and its subsidiaries for the respective years. Results Year ended 2010 2009 2008 2007 2006 RMB 000 RMB 000 RMB 000 RMB 000 RMB 000 Revenue 30,265,415 25,710,460 23,864,975 21,318,062 16,246,368 Profit/(loss) before tax 1,538,102 1,346,346 (1,089,275) 1,130,310 942,320 Income tax income/(expense) (182,185) (126,240) 161,454 (21,658) (76,032) Profit/(loss) for the year from continuing operations 1,355,917 1,220,106 (927,821) 1,108,652 866,288 Profit for the year from a discontinued operation 3,357 Profit/(loss) for the year 1,355,917 1,220,106 (924,464) 1,108,652 866,288 Attributable to: Owners of the Company 1,237,273 1,115,799 (948,600) 935,786 727,352 Non-controlling/minority interests 118,644 104,307 24,136 172,866 138,936 Proposed dividend 278,078 245,465 187,535 149,718 Earnings per share attributable to ordinary owners of the Company (RMB) (note (i)) For profit/(loss) for the year (i) Basic 0.712 0.681 (0.639) 0.664 0.532 Diluted 0.711 N/A N/A 0.664 0.532 Assets, Liabilities and Equity At 31 December 2010 2009 2008 2007 2006 RMB 000 RMB 000 RMB 000 RMB 000 RMB 000 Total assets 17,305,841 14,096,126 11,315,275 9,681,279 7,763,678 Total liabilities 7,088,332 5,184,432 6,577,304 3,846,575 4,130,998 Equity attributable to owners of the Company 9,758,064 8,575,678 4,464,616 5,111,629 2,998,864 Non-controlling/minority interests 459,445 336,016 273,355 723,075 633,816 Note: (i) Calculation basis for the earnings per share attributable to ordinary owners of the Company is set out in note 11 to the consolidated financial statements. (i) 11

Concept, design and printing: ione Financial Press Limited. Website: www.ione.com.hk : www.ione.com.hk