Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take
no responsibility for the contents of this announcement, make no representation as to its accuracy
or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising
from or in reliance upon the whole or any part of the contents of this announcement.
This announcement is for information purposes only and does not constitute an invitation or offer
to acquire, purchase or subscribe for securities of Lanzhou Zhuangyuan Pasture Co., Ltd.*, nor is
it a solicitation of any vote or approval in any jurisdiction. This announcement is not for release,
publication or distribution into any jurisdiction where to do so would constitute a violation of the
relevant laws of such jurisdiction.
Lanzhou Zhuangyuan Pasture Co., Ltd.*
(a joint stock limited liability company incorporated in the People’s Republic of China)
(Stock Code: 1533)
ANNOUNCEMENT
(1) CONDITIONAL CASH OFFER BY ELSTONE SECURITIES
ON BEHALF OF
LANZHOU ZHUANGYUAN PASTURE CO., LTD.*
TO BUY-BACK ALL THE ISSUED H SHARES
AT HK$10.89 PER H SHARE;
(2) PROPOSED VOLUNTARY WITHDRAWAL OF LISTING OF
THE H SHARES OF LANZHOU ZHUANGYUAN PASTURE CO., LTD.*
ON THE STOCK EXCHANGE OF HONG KONG LIMITED; AND
(3) RESUMPTION OF TRADING
Financial Adviser to the Company
Elstone Capital Limited
Independent Financial Adviser to the Independent H Shareholders
–1–
INTRODUCTION
Reference is made to the announcements dated 17 December 2021, 13 January 2022, 11
February 2022, 11 March 2022 and 11 April 2022 made pursuant to Rule 3.7 of the Takeovers
Code in relation to the possible Share Buy-back Offer and the Voluntary Withdrawal of Listing.
A board meeting of the Company was held on 25 April 2022, whereby the Board resolved,
among other matters, that subject to compliance with the Takeovers Code, the Share Buy-backs
Code and the Listing Rules, the Share Buy-back Offer shall be made to buy-back all H Shares
in issue. All H Shares repurchased will be cancelled. If the Share Buy-back Offer becomes
unconditional in all respects, the Company will make an application for the listing of the H
Shares to be withdrawn from the Stock Exchange in accordance with Rule 6.15 of the Listing
Rules.
The Company will not make an offer for the A Shares and it is the Company ’s intention to
maintain the listing of the A Shares on the Shenzhen Stock Exchange. As advised by the PRC
legal advisers to the Company, the Company is not required to make a comparable offer for the
A Shares pursuant to the PRC laws and regulations.
TERMS OF THE SHARE BUY-BACK OFFER
The Offer Shares
As at the date of this announcement, save for the 35,130,000 H Shares (representing
approximately 15.12% of the total issued share capital of the Company) and 197,251,032 A
Shares (representing approximately 84.88% of the total issued share capital of the Company)
in issue, the Company has no outstanding securities, options, warrants or derivatives which are
convertible into or which may confer any rights to the holder(s) thereof to subscribe for, convert
or exchange into Shares, or other relevant securities (as defined in Note 4 to Rule 22 of the
Takeovers Code).
All the 35,130,000 H Shares in issue will be subject to the Share Buy-back Offer.
Offer Price
Elstone Securities, on behalf of the Company, will make the Share Buy-back Offer on the
following basis:
For each Offer Share . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . HK$10.89 in cash
The Company will not increase the Offer Price as set out above. Shareholders and potential
investors should be aware that, following the making of this statement, the Company will
not be allowed to increase the Offer Price and the Company does not reserve the right to
increase the Offer Price.
–2–
Value of the Share Buy-back Offer
As at the date of this announcement, the Company has 35,130,000 H Shares in issue. The Share
Buy-back Offer will be extended to all H Shareholders in accordance with the Takeovers Code.
Based on the Offer Price of HK$10.89 per Offer Share, and assuming that the Share Buy-
back Offer is accepted in full, the value of the Share Buy-back Offer will be approximately
HK$382.57 million.
Financial resources available to the Company
The Company intends to finance the consideration for the full acceptance of the Share Buy-back
Offer of HK$382.57 million by its internal cash resources.
Elstone Capital, being the financial adviser to the Company in respect of the Share Buy-back
Offer and the Voluntary Withdrawal of Listing, is satisfied that sufficient financial resources are
available to the Company to satisfy the consideration for the full acceptance of the Share Buy-
back Offer.
Irrevocable Undertakings
As at the date of this announcement, other than the Irrevocable Undertakings given by each of
the IU Shareholders as described in the section headed “Irrevocable Undertakings”, neither the
Company nor any of its concert parties has received any irrevocable commitment in relation to
the acceptance of the Share Buy-back Offer and the voting at the H Shareholders Class Meeting,
the A Shareholders Class Meeting and/or the EGM.
INTENTION OF THE COMPANY
The Company intends to buy-back all H Shares and withdraw the listing of its H Shares from
the Stock Exchange pursuant to the Share Buy-back Offer. The Company intends to maintain
the listing status of the A Shares on the Main Board of the Shenzhen Stock Exchange.
It is the intention of the Company that, after the delisting of the H Shares, (i) the Group will
continue to carry on its current business, which principally comprises dairy farming business and
the production and sales of raw milk and dairy products; (ii) the Company will not introduce any
major changes to the business of the Group (including any redeployment of fixed assets of the
Group) in the foreseeable future; and (iii) the Company will not make any significant changes to
the continued employment of the employees of the Group as a result of the implementation of
the Share Buy-back Offer or the Voluntary Withdrawal of Listing.
–3–
APPOINTMENT OF INDEPENDENT FINANCIAL ADVISER
The Company has appointed Veda Capital Limited as the Independent Financial Adviser to
advise the Independent H Shareholders in connection with the Share Buy-back Offer and the
Voluntary Withdrawal of Listing.
Pursuant to Rule 3.3 of the Share Buy-backs Code, as no Directors will be considered as
independent in respect of the Share Buy-back Offer and the Voluntary Withdrawal of Listing, no
independent board committee will be formed for the purpose of the Share Buy-back Offer and
the Voluntary Withdrawal of Listing.
DESPATCH OF THE OFFER DOCUMENT
The Offer Document (accompanied with the form of acceptance), containing, among other
things, (i) the terms and conditions of the Share Buy-back Offer and the Voluntary Withdrawal
of Listing; (ii) the expected timetable of the Share Buy-back Offer and the Voluntary Withdrawal
of Listing; and (iii) a letter of advice from the Independent Financial Adviser to the Independent
H Shareholders in connection with the Share Buy-back Offer and the Voluntary Withdrawal of
Listing, will be despatched to the Shareholders within twenty-one (21) days of the date of this
announcement or such later date as the Executive may approve.
Further announcement(s) regarding the despatch of the Offer Document will be made by the
Company as and when appropriate.
RESUMPTION OF TRADING
At the request of the Company, trading in the H Shares on the Stock Exchange was suspended
with effect from 9:00 a.m. on 25 April 2022 pending the release of this announcement.
Application has been made for the resumption of trading in the H Shares with effect from
9:00 a.m. on 26 April 2022.
WARNING
H Shareholders and potential investors of the Company should note that the Share Buy-
back Offer is subject to the satisfaction of the Conditions in all respects. Accordingly,
the Share Buy-back Offer may or may not become unconditional. H Shareholders and
potential investors of the Company should therefore exercise caution when dealing in the
securities of the Company. Persons who are in doubt as to the action they should take
should consult their licensed securities dealers or registered institutions in securities, bank
managers, solicitors, professional accountants or other professional advisers.
–4–
The Directors make no recommendation as to the fairness or reasonableness of the Share
Buy-back Offer and the Voluntary Withdrawal of Listing or as to the acceptance of the
Share Buy-back Offer in this announcement, and strongly recommend the Independent
H Shareholders not to form a view on the Share Buy-back Offer and the Voluntary
Withdrawal of Listing, unless and until they have received and read the letter from the
Independent Financial Adviser containing its advice to the Independent H Shareholders in
respect of the Share Buy-back Offer and the Voluntary Withdrawal of Listing, which will
be included in the Offer Document to be despatched to the Shareholders.
Independent H Shareholders are reminded that if they do not accept the Share Buy-back
Offer, and if the Share Buy-back Offer subsequently becomes unconditional in all respects
and the H Shares are delisted from the Stock Exchange, this will result in the Independent
H Shareholders holding unlisted H Shares and the liquidity of the H Shares may be
severely reduced. In addition, the Company will no longer be subject to the requirements
under the Listing Rules and may or may not continue to be subject to the Takeovers Code
(depending on whether it remains as a public company in Hong Kong under the Takeovers
Code) after the completion of the Share Buy-back Offer, and the rights of Independent H
Shareholders to certain information of the Company will be reduced.
Shareholders should also note that if they do not agree to the terms of the Share Buy-back
Offer, they can vote against the Share Buy-back Offer and the Voluntary Withdrawal of
Listing at the H Shareholders Class Meeting, A Shareholders Class Meeting and/or the
EGM (as the case may be). If more than 10% of the votes attaching to all the H Shares
held by the Independent H Shareholders are voted against the Share Buy-back Offer and
the Voluntary Withdrawal of Listing at the H Shareholders Class Meeting, the Share Buy-
back Offer would lapse and the H Shares would remain listed on the Stock Exchange.
INTRODUCTION
Reference is made to the announcements dated 17 December 2021, 13 January 2022, 11 February
2022, 11 March 2022 and 11 April 2022 made pursuant to Rule 3.7 of the Takeovers Code in
relation to the possible Share Buy-back Offer and the Voluntary Withdrawal of Listing.
A board meeting of the Company was held on 25 April 2022, whereby the Board resolved, among
other matters, that subject to compliance with the Takeovers Code, the Share Buy-backs Code and
the Listing Rules, the Share Buy-back Offer shall be made to buy-back all H Shares in issue. All
H Shares repurchased will be cancelled. If the Share Buy-back Offer becomes unconditional in all
respects, the Company will make an application for the listing of the H Shares to be withdrawn
from the Stock Exchange in accordance with Rule 6.15 of the Listing Rules.
The Company will not make an offer for the A Shares and it is the Company ’ s intention to
maintain the listing of the A Shares on the Shenzhen Stock Exchange. As advised by the PRC
legal advisers to the Company, the Company is not required to make a comparable offer for the A
Shares pursuant to the PRC laws and regulations.
–5–
TERMS OF THE SHARE BUY-BACK OFFER
The Offer Shares
As at the date of this announcement, save for the 35,130,000 H Shares (representing approximately
15.12% of the total issued share capital of the Company) and 197,251,032 A Shares (representing
approximately 84.88% of the total issued share capital of the Company) in issue, the Company
has no outstanding securities, options, warrants or derivatives which are convertible into or which
may confer any rights to the holder(s) thereof to subscribe for, convert or exchange into Shares, or
other relevant securities (as defined in Note 4 to Rule 22 of the Takeovers Code). For details of the
shareholding structure of the Company, please see the section headed “Shareholding structure of
the Company” in this announcement.
All the 35,130,000 H Shares in issue will be subject to the Share Buy-back Offer.
Under the terms of the Share Buy-back Offer, subject to the Share Buy-back Offer becoming
unconditional in all respects, the Offer Shares to be acquired shall be fully paid and free from all
Encumbrances, together with all rights attached or accrued thereto on or after the closing date of
the Share Buy-back Offer, including the right to receive in full all dividends and other distributions
declared, if any, the record date of which falls on or after the closing date of the Share Buy-back
Offer.
As disclosed in the annual results announcement of the Company dated 30 March 2022, the Board
has recommended the payment of a final cash dividend of RMB4.70 cents per Share (including
tax) for the year ended 31 December 2021 to Shareholders whose names appear on the Final
Dividend Record Date. Accordingly, if the Final Dividend Record Date is before the closing date
of the Share Buy-back Offer, H Shareholders who accept the Share Buy-back Offer and whose
names appear on the register of members on the Final Dividend Record Date shall be entitled to
(i) the final cash dividend (if approved by Shareholders at the annual general meeting) and (ii) the
cash consideration of HK$10.89 per H Share under the Share Buy-back Offer.
The Company confirms that as at the date of this announcement, save for the final cash dividend
for the year ended 31 December 2021, (i) it has not declared any dividend which is not yet
paid and (ii) it does not have any intention to declare or pay any future dividend or make other
distributions prior to and including the closing date of the Share Buy-back Offer.
Offer Price
Elstone Securities, on behalf of the Company, will make the Share Buy-back Offer on the
following basis:
For each Offer Share . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . HK$10.89 in cash
The Company will not increase the Offer Price as set out above. Shareholders and potential
investors should be aware that, following the making of this statement, the Company will
not be allowed to increase the Offer Price and the Company does not reserve the right to
increase the Offer Price.
–6–
Comparison of value
The Offer Price of HK$10.89 represents:
(a) a premium of approximately 11.69% over the closing price of HK$9.75 per H Share as
quoted on the Stock Exchange on 22 April 2022, being the last trading day prior to the
publication of this announcement;
(b) a premium of approximately 25.17% over the closing price of HK$8.70 per H Share as
quoted on the Stock Exchange on 17 December 2021, being the Last Trading Day;
(c) a premium of approximately 43.10% over the average of the closing prices of the H Shares
as quoted on the Stock Exchange for the five consecutive trading days up to and including
the Last Trading Day of HK$7.61 per H Share;
(d) a premium of approximately 47.36% over the average of the closing prices of the H Shares
as quoted on the Stock Exchange for the ten consecutive trading days up to and including the
Last Trading Day of HK$7.39 per H Share;
(e) a premium of approximately 43.48% over the average of the closing prices of the H Shares
as quoted on the Stock Exchange for the 30 consecutive trading days up to and including the
Last Trading Day of HK$7.59 per H Share;
(f) a premium of approximately 54.25% over the average of the closing prices of the H Shares
as quoted on the Stock Exchange for the 60 consecutive trading days up to and including the
Last Trading Day of HK$7.06 per H Share;
(g) a premium of approximately 58.75% over the average of the closing prices of the H Shares
as quoted on the Stock Exchange for the 90 consecutive trading days up to and including the
Last Trading Day of HK$6.86 per H Share; and
(h) a premium of approximately 26.48% over the audited consolidated net asset value of
approximately RMB7.06 (equivalent to approximately HK$8.61) per Share (based on (i)
the audited consolidated net asset value as stated in the annual results announcement of
the Company for the year ended 31 December 2021 published on 30 March 2022; (ii)
232,381,032 Shares in issue as at the date of this announcement; and (iii) the Exchange
Rate).
–7–
Highest and lowest H Share prices
During the six-month period immediately preceding 17 December 2021 (being the commencement
date of the Offer Period under the Takeovers Code) up to and including the last trading day prior to
publication of this announcement, the highest and lowest closing prices of the H Shares as quoted
on the Stock Exchange was HK$10.06 per H Share on 11 March 2022 and HK$5.94 per H Share
on 27 July 2021, respectively.
Value of the Share Buy-back Offer
As at the date of this announcement, the Company has 35,130,000 H Shares in issue. The Share
Buy-back Offer will be extended to all H Shareholders in accordance with the Takeovers Code.
Based on the Offer Price of HK$10.89 per Offer Share, and assuming that the Share Buy-back
Offer is accepted in full, the value of the Share Buy-back Offer will be approximately HK$382.57
million.
Financial resources available to the Company
The Company intends to finance the consideration for the full acceptance of the Share Buy-back
Offer of HK$382.57 million by its internal cash resources.
Elstone Capital, being the financial adviser to the Company in respect of the Share Buy-back Offer
and the Voluntary Withdrawal of Listing, is satisfied that sufficient financial resources are available
to the Company to satisfy the consideration for the full acceptance of the Share Buy-back Offer.
Conditions of the Share Buy-back Offer and the Voluntary Withdrawal of Listing
The Share Buy-back Offer and the Voluntary Withdrawal of Listing will be subject to the following
Conditions being fulfilled:
(a) the passing of the resolution to be proposed at the H Shareholders Class Meeting for
approving the Share Buy-back Offer and the Voluntary Withdrawal of Listing, provided that:
(i) the resolution is approved (by way of poll) by at least 75% of the votes attaching to all
the H Shares held by the Independent H Shareholders that are voted either in person or
by proxy at the H Shareholders Class Meeting; and
(ii) the number of votes cast (by way of poll) by the Independent H Shareholders present
and voting either in person or by proxy at the H Shareholders Class Meeting against
the resolution is not more than 10% of the votes attaching to all the H Shares held by
the Independent H Shareholders;
–8–
(b) the passing of the resolution to be proposed at the A Shareholders Class Meeting for
approving the Share Buy-back Offer and the Voluntary Withdrawal of Listing, provided that
the resolution must be approved (by way of poll) by more than two-thirds (2/3) of the votes
attaching to all the A Shares held by the A Shareholders that are voted either in person or by
proxy at the A Shareholders Class Meeting;
(c) the passing of the resolution to be proposed at the EGM for approving the Share Buy-back
Offer and the Voluntary Withdrawal of Listing, provided that the resolution must be approved
(by way of poll) by more than two-thirds (2/3) of the votes attaching to all the Shares held
by the Shareholders that are voted either in person or by proxy at the EGM;
(d) minimum valid acceptances of the Share Buy-back Offer being received (and not, where
permitted, withdrawn) by 4:00 p.m. on the First Closing Date (or such later time and date as
the Company may, subject to the Takeovers Code, decide) amounting to at least 90% of the
H Shares held by the Independent H Shareholders;
(e) the granting by the Executive of (i) the waiver for the Company from strict compliance with
the requirement to compulsorily acquire H Shares that are not tendered for acceptance under
the Share Buy-back Offer under Rule 2.2(c) of the Takeovers Code and (ii) the waiver for the
Company’s obligation to make a comparable offer to the A Shareholders under Rule 14 of
the Takeovers Code;
(f) the registration with SAFE in relation to the Share Buy-back Offer remains in full force and
effect; and
(g) the compliance by the Company with the Listing Rules, the Takeovers Code, the Share Buy-
backs Code, the statutory laws of Hong Kong and the PRC applicable to the Share Buy-
back Offer and the Voluntary Withdrawal of Listing. As at the date of this announcement,
the Directors are not aware of any non-compliance by the Company with the Listing Rules,
the Takeovers Code, the Share Buy-backs Code and any statutory laws of Hong Kong and
the PRC that are applicable to the Share Buy-back Offer and the Voluntary Withdrawal of
Listing.
None of the above Conditions is waivable and as at the date of this announcement, to the exception
of Condition (f) above to the extent that such registration has been completed, none of the other
Conditions has been fulfilled.
–9–
Pursuant to Note 2 to Rule 30.1 of the Takeovers Code, the Company should not invoke any of
the Conditions (other than Condition (d) above) so as to cause the Share Buy-back Offer to lapse
unless the circumstances which give rise to the right to invoke any such Condition are of material
significance to the Company in the context of the Share Buy-back Offer.
Pursuant to Rule 15.5 of the Takeovers Code, the latest time at which the Company can declare
the Share Buy-back Offer unconditional as to acceptances is 7:00 p.m. on the 60th day after the
posting of the Offer Document (or such later date to which the Executive may consent). If any of
the Conditions is not satisfied by such time, the Share Buy-back Offer will lapse.
H Shareholders and potential investors of the Company should note that the Share Buy-
back Offer is subject to the satisfaction of the Conditions in all respects. Accordingly, the
Share Buy-back Offer may or may not become unconditional. H Shareholders and potential
investors of the Company should therefore exercise caution when dealing in the securities of
the Company. Persons who are in doubt as to the action they should take should consult their
licensed securities dealers or registered institutions in securities, bank managers, solicitors,
professional accountants or other professional advisers.
Irrevocable Undertakings
Pursuant to the Irrevocable Undertakings, each of Mr. Hu Keliang, Mr. Wang Wei and Venko
Limited (being a company wholly owned by Mr. Wang Wei) (collectively, the “IU Shareholders”)
has irrevocably and unconditionally undertaken to the Company that, amongst others, he/it:
(a) will accept or procure the acceptance of the Share Buy-back Offer in respect of all the H
Shares held or controlled, or to be acquired, by him/it;
(b) will exercise or procure the exercise of all voting rights attached to the Shares held, or to be
acquired, by him/it at the H Shareholders Class Meeting, the A Shareholders Class Meeting
and the EGM (as the case may be) in favour of all the resolutions which are necessary to
implement otherwise related to the Share Buy-back and the Voluntary Withdrawal of Listing;
and
(c) will not sell, transfer, impose any encumbrance over, or grant to any third party any rights
attaching to the Shares held, or to be acquired, by him/it (other than the acceptance of the
Share Buy-back Offer).
As at the date of this announcement, the IU Shareholders are interested in 8,773,500 H Shares in
total (representing approximately 24.97% of the total number of H Shares in issue) and do not
hold any interests in A Shares, among which Mr. Hu Keliang directly owns 4,837,500 H Shares
(representing approximately 13.77% of the total number of H Shares in issue) and Mr. Wang Wei
are interested in 3,936,000 H Shares (representing approximately 11.20% of the total number of
H Shares in issue) comprising 1,640,000 H Shares held in his personal capacity and 2,296,000 H
Shares held by his wholly owned company, Venko Limited.
The obligations and commitments of the IU Shareholders under the Irrevocable Undertakings shall
terminate only if the Share Buy-back Offer is withdrawn or lapsed.
– 10 –
Effect of accepting the Share Buy-back Offer
Subject to the Share Buy-back Offer becoming unconditional, by accepting the Share Buy-back
Offer, the relevant H Shareholder will be deemed to warrant that all Offer Shares to be sold by
such person under the Share Buy-back Offer are fully paid and free from all Encumbrances and
together with all rights and benefits attaching thereto as at the closing date of the Share Buy-back
Offer or subsequently becoming attached to them, including but not limited to the right to receive
all dividends, distributions and any return of capital, if any, which may be paid, made or declared
or agreed to be made or paid thereon or in respect thereof on or after the closing date of the Share
Buy-back Offer.
Acceptance of the Share Buy-back Offer will be irrevocable and will not be capable of being
withdrawn, except in compliance with Rule 17 of the Takeovers Code, which provides that an
acceptor of the Share Buy-back Offer shall be entitled to withdraw its/his/her acceptance after
twenty-one (21) days from the First Closing Date, if the Share Buy-back Offer has not by then
become unconditional as to acceptances.
The Directors make no recommendation as to the fairness or reasonableness of the Share
Buy-back Offer and the Voluntary Withdrawal of Listing or as to the acceptance of the
Share Buy-back Offer in this announcement, and strongly recommend the Independent H
Shareholders not to form a view on the Share Buy-back Offer and the Voluntary Withdrawal
of Listing, unless and until they have received and read the letter from the Independent
Financial Adviser containing its advice to the Independent H Shareholders in respect of the
Share Buy-back Offer and the Voluntary Withdrawal of Listing, which will be included in
the Offer Document to be despatched to the Shareholders.
Closing date of the Share Buy-back Offer
The Share Buy-back Offer will initially be open for acceptances for forty-five (45) days from the
date of the Offer Document. Once all Conditions have been satisfied, the Share Buy-back Offer
will be declared unconditional in all respects and the Share Buy-back Offer shall remain open
for acceptance for at least 28 days in compliance with the note to Rule 2.2 and Rule 15.3 of the
Takeovers Code before the Share Buy-back Offer is closed in order to allow sufficient time for
those H Shareholders who have not initially accepted the Share Buy-back Offer to accept the
Share Buy-back Offer or to process the transfer of their H Shares.
– 11 –
Settlement
Subject to the Share Buy-back Offer having become, or having been declared, unconditional in
all respects, payment in cash in respect of acceptances of the Share Buy-back Offer will be made
as soon as possible but in any event, within seven (7) business days (being a day on which the
Stock Exchange is open for the transaction of business) following the later of the date on which
(i) the Share Buy-back Offer becomes, or are declared unconditional in all respects, and (ii) the
duly completed acceptances of the Share Buy-back Offer and the relevant documents of title of
the Offer Shares in respect of such acceptances are received by or for the Company to render each
such acceptance complete and valid.
No fractions of a cent (HK$) will be payable, and the amount of the consideration payable to a H
Shareholder who accepts the Share Buy-back Offer will be rounded up to the nearest cent (HK$).
Hong Kong stamp duty
The seller’s Hong Kong ad valorem stamp duty arising in connection with acceptances of the
Share Buy-back Offer will be payable by the relevant H Shareholders at a rate of 0.13% of
the higher of (i) the market value of the Offer Shares; or (ii) the consideration payable by the
Company in respect of the relevant acceptances of the Share Buy-back Offer, and will be deducted
from the amount payable by the Company to the relevant H Shareholders on acceptance of the
Share Buy-back Offer.
The Company will arrange for payment of the seller’s Hong Kong ad valorem stamp duty on
behalf of the relevant H Shareholders accepting the Share Buy-back Offer and will pay the buyer’s
Hong Kong ad valorem stamp duty in connection with the acceptance of the Share Buy-back Offer
and the transfer of the Offer Shares.
Taxation advice
H Shareholders are recommended to consult their own professional advisers if they are in any
doubt as to the taxation implications of accepting or rejecting the Share Buy-back Offer. None of
the Company, the Directors, parties acting in concert with any of them, Elstone Capital, Elstone
Securities and their respective ultimate beneficial owners, directors, officers, agents or associates
or any other person involved in the Share Buy-back Offer accepts responsibility for any taxation
effects on, or liabilities of, any persons as a result of their acceptance or rejection of the Share
Buy-back Offer.
– 12 –
Overseas H Shareholders
The Company intends to make the Share Buy-back Offer available to all H Shareholders, including
the Overseas H Shareholders. However, the Share Buy-back Offer is in respect of securities of a
company incorporated in the PRC and is subject to the procedural and disclosure requirements
of Hong Kong which may be different from other jurisdictions. The availability of the Share
Buy-back Offer to any Overseas H Shareholders may be affected by the applicable laws and
regulations of their relevant jurisdictions of residence. Overseas H Shareholders’ participation in
the Share Buy-back Offer may be subject to, and may be limited by, the laws and regulations of
their respective jurisdictions in connection with their participation in the Share Buy-back Offer.
Overseas H Shareholders and beneficial owners of the H Shares who are citizens, residents or
nationals of a jurisdiction outside Hong Kong should observe any applicable legal or regulatory
requirements and, where necessary, seek their own legal advice in respect of the Share Buy-back
Offer.
It is the responsibility of the Overseas H Shareholders and overseas beneficial owners of the H
Shares who wish to accept the Share Buy-back Offer to satisfy themselves as to the full observance
of the laws and regulations of the relevant jurisdictions in connection with the acceptance of the
Share Buy-back Offer (including the obtaining of any governmental or other consent which may
be required or the compliance with other necessary formalities and the payment of any transfer
or other taxes due in respect of such jurisdictions). Acceptance by any Overseas H Shareholders
and overseas beneficial owners of the H Shares will be deemed to constitute a representation
and warranty from such Overseas H Shareholders or overseas beneficial owners of the H Shares,
as applicable, to the Company that the local laws and requirements have been complied with.
Overseas H Shareholders and overseas beneficial owners of the H Shares should consult their
professional advisers if in doubt.
– 13 –
SHAREHOLDING STRUCTURE OF THE COMPANY
The shareholding table below sets forth the shareholding structure of the Company (i) as at the
date of this announcement; and (ii) immediately upon completion of the Share Buy-back Offer,
based on public information available to the Company as at the date of this announcement and
assuming that the Share Buy-back Offer is accepted in full and there will be no other change to
the shareholding of the Company from the date of this announcement up to the completion of the
Share Buy-back Offer:
As at the date of Upon completion of
this announcement the Share Buy-back Offer
Approximate %
of the relevant Approximate % Approximate %
class of share in the total in the total
capital of share capital of share capital of
Class of Shares No. of Shares the Company the Company No. of Shares the Company
(%) (%) (%)
Independent H Shareholders
Substantial Shareholders of
the H Shares
Mr. Hu Keliang H Shares 4,837,500 13.77 2.08 – –
Mr. Wang Wei (Note 1) H Shares 3,936,000 11.20 1.69 – –
Mr. Ren Qifeng (Note 2) H Shares 3,523,000 10.03 1.52 – –
Ms. Zhang Fenmei H Shares 3,419,000 9.73 1.47 – –
Other Independent
H Shareholders H Shares 19,414,500 55.27 8.36 – –
Sub-total H Shares 35,130,000 100.00 15.12 – –
Directors, supervisor of
the Company and
other parties acting in concert
with the Company
Directors
Mr. Ma Hongfu (Note 3) A Shares 47,197,400 23.93 20.31 47,197,400 23.93
Ms. Zhang Qianyu A Shares 75,600 0.04 0.03 75,600 0.04
Supervisor of the Company
Mr. Wang Xuefeng A Shares 18,900 0.01 0.01 18,900 0.01
Other parties acting in concert
with the Company
Gansu Nongken Group (Note 4) A Shares 68,826,365 34.89 29.62 68,826,365 34.89
116,118,265 58.87 49.97 116,118,265 58.87
Other A Shareholders A Shares 81,132,767 41.13 34.91 81,132,767 41.13
Sub-total A Shares 197,251,032 100.00 84.88 197,251,032 100.00
Total 232,381,032 N/A 100.00 197,251,032 100.00
– 14 –
Notes:
1. According to information available to the Company, (i) Mr. Wang Wei directly owns 1,640,000 H Shares and (ii)
Venko Limited, the entire issued share capital of which is beneficially owned by Mr. Wang Wei, directly owns
2,296,000 H Shares. Mr. Wang Wei therefore controls the exercise of the voting rights over 3,936,000 H Shares.
2. According to public information available to the Company, Technoart Investments Limited, the entire issued
share capital of which is beneficially owned by Mr. Ren Qifeng, directly owns 3,523,000 H Shares. Mr. Ren
Qifeng therefore controls the exercise of the voting rights over 3,523,000 H Shares.
3. Mr. Ma Hongfu directly owns 32,197,400 A Shares and Shanghai Fuhan, 39.44% of the equity interests of
which is held by Mr. Ma Hongfu, directly owns 15,000,000 A Shares. Mr. Ma Hongfu therefore controls the
exercise of the voting rights over 47,197,400 A Shares.
4. Gansu Nongken Asset and Lanzhou Zhuangyuan Investment, both being companies wholly owned by Gansu
Nongken Group, directly owns 37,931,665 A Shares and 30,894,700 A Shares, respectively. Gansu Nongken
Group therefore controls the exercise of the voting rights over 68,826,365 A Shares.
5. Mr. Hu Keliang, Mr. Wang Wei and Venko Limited are the IU Shareholders.
As at the date of this announcement, save as disclosed in the shareholding table above, the
Company has no outstanding securities, options, warrants or derivatives which are convertible into
or which may confer any rights to the holder(s) thereof to subscribe for, convert or exchange into
Shares, or other relevant securities (as defined in Note 4 to Rule 22 of the Takeovers Code).
Interest in the Company of the Concert Parties
As shown in the shareholding table above, as at the date of this announcement, (i) Mr. Ma Hongfu
and Ms. Zhang Qianyu, being Directors, holds or controls the voting rights over 47,197,400 A
Shares and 75,600 A Shares, respectively; (ii) Mr. Wang Xuefeng, a supervisor of the Company,
holds 18,900 A Shares; and (iii) Gansu Nongken Group controls the voting rights over 68,826,365
A Shares, which aggregate to 116,118,265 A Shares, representing approximately 58.87% of the
total number of A Shares in issue and approximately 49.97% of the total issued share capital of
the Company. Save for these 116,118,265 A Shares, the Company, the Directors and parties acting
in concert with any of them do not hold, own, control or have direction over any Shares or voting
rights of the Company or any other relevant securities (as defined in Note 4 to Rule 22 of the
Takeovers Code).
– 15 –
REASONS FOR THE SHARE BUY-BACK OFFER
The Board believes that the Share Buy-back Offer and the Voluntary Withdrawal of Listing is in
the interest of the Company and the Shareholders as a whole on the following bases:
(a) the Share Buy-back Offer is expected to provide an exit opportunity for H Shareholders to
realise their investment in the Company at the Offer Price, which represents a premium over
the market price of the H Share, without discount on the lack of liquidity in the trading of
the H Shares;
(b) the Company’s earnings per Share is expected to increase upon the cancellation of the H
Shares repurchased pursuant to the Share Buy-back Offer; and
(c) given the relatively low trading volume of the H Shares, the Company believes that its ability
to raise funds from the public equity market in Hong Kong is currently limited and any
significant improvement in this regard in the foreseeable future is unlikely. Consequently,
the Company considers that the costs and management resources associated with the
maintenance of the listing of its H Shares on the Stock Exchange, which are needed in order
to access the public equity capital market in Hong Kong, may no longer be warranted.
INTENTION OF THE COMPANY
The Company intends to buy-back all H Shares and withdraw the listing of its H Shares from
the Stock Exchange pursuant to the Share Buy-back Offer. The Company intends to maintain the
listing status of the A Shares on the Main Board of the Shenzhen Stock Exchange.
It is the intention of the Company that, after the delisting of the H Shares, (i) the Group will
continue to carry on its current business, which principally comprises the dairy farming business,
the production and sales of raw milk and dairy products; (ii) the Company will not introduce any
major changes to the business of the Group (including any redeployment of fixed assets of the
Group) in the foreseeable future; and (iii) the Company will not make any significant changes to
the continued employment of the employees of the Group as a result of the implementation of the
Share Buy-back Offer or the Voluntary Withdrawal of Listing.
Withdrawal of listing of the H Shares
Upon the Share Buy-back Offer becoming unconditional, the Company will make an application
for the listing of the H Shares to be withdrawn from the Stock Exchange in accordance with Rule
6.15 of the Listing Rules.
H Shareholders will be notified by way of an announcement of the last day of dealings in the H
Shares and the date on which the withdrawal of the listing of the H Shares on the Stock Exchange
will become effective.
– 16 –
No right of compulsory acquisition
The Company has no rights under the laws of the PRC and the articles of association of
the Company to compulsorily acquire the H Shares that are not tendered for acceptance
pursuant to the Share Buy-back Offer. Accordingly, Independent H Shareholders are
reminded that if they do not accept the Share Buy-back Offer, and if the Share Buy-back
Offer subsequently becomes unconditional in all respects and the H Shares are delisted from
the Stock Exchange, this will result in the Independent H Shareholders holding unlisted H
Shares and the liquidity of the H Shares may be severely reduced. In addition, the Company
will no longer be subject to the requirements under the Listing Rules and may or may not
continue to be subject to the Takeovers Code (depending on whether it remains as a public
company in Hong Kong under the Takeovers Code) after the completion of the Share Buy-
back Offer, and the rights of Independent H Shareholders to certain information of the
Company will be reduced.
Shareholders should also note that if they do not agree to the terms of the Share Buy-back
Offer, they can vote against the Share Buy-back Offer and the Voluntary Withdrawal of
Listing at the H Shareholders Class Meeting, A Shareholders Class Meeting and/or the EGM
(as the case may be). If more than 10% of the votes attaching to all the H Shares held by the
Independent H Shareholders are voted against the Share Buy-back Offer and the Voluntary
Withdrawal of Listing at the H Shareholders Class Meeting, the Share Buy-back Offer
would lapse and the H Shares would remain listed on the Stock Exchange.
The Company has applied to the Executive for a waiver from the requirements under Rule 2.2(c)
of the Takeovers Code.
INFORMATION ON THE COMPANY
The Company was incorporated in the PRC with limited liability in April 2000, and was converted
into a joint stock company in April 2011. The Company’s H Shares were listed on the Main Board
of the Stock Exchange in October 2015, and its A Shares were listed on the Main Board of the
Shenzhen Stock Exchange in October 2017. The Group is principally engaged in the production,
processing and sales of raw milk and dairy products, and dairy farming business.
– 17 –
Set out below is a summary of the audited consolidated financial results of the Group for the
financial years ended 31 December 2020 and 2021:
For the financial year
ended/as at 31 December
2020 2021
RMB’000 RMB’000
(audited) (audited)
Operating income 739,821 1,021,432
Profit before tax 12,361 55,128
Income tax expenses 1,907 1,594
Profit for the year attributable to equity Shareholders 10,453 53,533
Net assets 1,591,834 1,640,693
Other Arrangements
The Company confirms that, as at the date of this announcement:
(i) save as disclosed in the paragraph headed “Shareholding structure of the Company” in this
announcement, none of the Company, the Directors and their respective concert parties
owns, holds or has control or direction over any voting rights or rights over the Shares or
convertible securities, warrants, options or derivatives of the Company, and there is no
outstanding derivative in respect of the securities in the Company which is owned, controlled
or directed by, or has been entered into by the Company, the Directors or any of their
respective concert parties;
(ii) save for the Irrevocable Undertakings, there is no arrangement (whether by way of option,
indemnity or otherwise) of any kind referred to in Note 8 to Rule 22 of the Takeovers Code
in relation to the Shares which might be material to the Share Buy-back Offer;
(iii) save for the Irrevocable Undertakings, the Company or any of its concert parties have not
received any irrevocable commitment to accept or reject the Share Buy-back Offer, or to vote
in favour of the resolutions at the H Shareholders’ Class Meeting, the A Shareholders’ Class
Meeting and/or the EGM;
(iv) there is no agreement or arrangement to which the Company is a party which relates to
circumstances in which it may or may not invoke or seek to invoke a pre-condition or a
condition to the Share Buy-back Offer;
(v) there are no relevant securities (as defined in Note 4 to Rule 22 of the Takeovers Code) in
the Company which the Company, any of the Directors or any of their respective concert
parties has borrowed or lent;
– 18 –
(vi) save for the consideration for the Share Buy-back Offer, there is no other consideration,
compensation or benefits in whatever form provided (or to be provided) by the Company or
any of its concert parties to any Shareholder in connection with the Share Buy-back Offer;
(vii) there is no understanding, arrangement or agreement which constitutes a special deal (as
defined under Rule 25 of the Takeovers Code) between:
(A) (a) the Company or any of its concert parties on one hand and (b) the Shareholders on
the other hand; and
(B) (a) the Company, its subsidiaries or associated companies on one hand and (b) the
Shareholders on the other hand.
DISCLOSURE OF DEALINGS
Associates (as defined under the Takeovers Code) of the Company are hereby reminded to disclose
their dealings in the relevant securities of the Company under Rule 22 of the Takeovers Code
during the Offer Period.
In accordance with Rule 3.8 of the Takeovers Code, reproduced below is the full text of Note 11 to
Rule 22 of the Takeovers Code:
“Responsibilities of stockbrokers, banks and other intermediaries
Stockbrokers, banks and others who deal in relevant securities on behalf of clients have a general
duty to ensure, so far as they are able, that those clients are aware of the disclosure obligations
attaching to associates of an offeror or the offeree company and other persons under Rule 22 and
that those clients are willing to comply with them. Principal traders and dealers who deal directly
with investors should, in appropriate cases, likewise draw attention to the relevant Rules. However,
this does not apply when the total value of dealings (excluding stamp duty and commission) in any
relevant security undertaken for a client during any 7 day period is less than $1 million.
This dispensation does not alter the obligation of principals, associates and other persons
themselves to initiate disclosure of their own dealings, whatever total value is involved.
Intermediaries are expected to co-operate with the Executive in its dealings enquiries. Therefore,
those who deal in relevant securities should appreciate that stockbrokers and other intermediaries
will supply the Executive with relevant information as to those dealings, including identities of
clients, as part of that co-operation.”
– 19 –
Dealing and interest in the Company’s securities
The Company, the Directors and parties acting in concert with any of them had not dealt in
any Shares or any options, warrants, derivatives or securities convertible into Shares or other
derivatives in respect of securities in the Company during the six-month period immediately prior
to the commencement of the Offer Period.
APPOINTMENT OF INDEPENDENT FINANCIAL ADVISER
The Company has appointed Veda Capital Limited as the Independent Financial Adviser to advise
the Independent H Shareholders in connection with the Share Buy-back Offer and the Voluntary
Withdrawal of Listing.
Pursuant to Rule 3.3 of the Share Buy-backs Code, as no Directors will be considered as
independent in respect of the Share Buy-back Offer and the Voluntary Withdrawal of Listing, no
independent board committee will be formed for the purpose of the Share Buy-back Offer and the
Voluntary Withdrawal of Listing.
DESPATCH OF THE OFFER DOCUMENT
The Offer Document (accompanied with the form of acceptance), containing, among other
things, (i) the terms and conditions of the Share Buy-back Offer and the Voluntary Withdrawal
of Listing; (ii) the expected timetable of the Share Buy-back Offer and the Voluntary Withdrawal
of Listing; and (iii) a letter of advice from the Independent Financial Adviser to the Independent
H Shareholders in connection with the Share Buy-back Offer and the Voluntary Withdrawal of
Listing, will be despatched to the Shareholders within twenty-one (21) days of the date of this
announcement or such later date as the Executive may approve.
Further announcement(s) regarding the despatch of the Offer Document will be made by the
Company as and when appropriate.
RESUMPTION OF TRADING
At the request of the Company, trading in the H Shares on the Stock Exchange was suspended with
effect from 9:00 a.m. on 25 April 2022 pending the release of this announcement. Application has
been made for the resumption of trading in the H Shares with effect from 9:00 a.m. on 26 April
2022.
– 20 –
WARNING
H Shareholders and potential investors of the Company should note that the Share Buy-
back Offer is subject to the satisfaction of the Conditions in all respects. Accordingly, the
Share Buy-back Offer may or may not become unconditional. H Shareholders and potential
investors of the Company should therefore exercise caution when dealing in the securities of
the Company. Persons who are in doubt as to the action they should take should consult their
licensed securities dealers or registered institutions in securities, bank managers, solicitors,
professional accountants or other professional advisers.
The Directors make no recommendation as to the fairness or reasonableness of the Share
Buy-back Offer and the Voluntary Withdrawal of Listing or as to the acceptance of the
Share Buy-back Offer in this announcement, and strongly recommend the Independent H
Shareholders not to form a view on the Share Buy-back Offer and the Voluntary Withdrawal
of Listing, unless and until they have received and read the letter from the Independent
Financial Adviser containing its advice to the Independent H Shareholders in respect of the
Share Buy-back Offer and the Voluntary Withdrawal of Listing, which will be included in
the Offer Document to be despatched to the Shareholders.
Independent H Shareholders are reminded that if they do not accept the Share Buy-back
Offer, and if the Share Buy-back Offer subsequently becomes unconditional in all respects
and the H Shares are delisted from the Stock Exchange, this will result in the Independent
H Shareholders holding unlisted H Shares and the liquidity of the H Shares may be severely
reduced. In addition, the Company will no longer be subject to the requirements under the
Listing Rules and may or may not continue to be subject to the Takeovers Code (depending
on whether it remains as a public company in Hong Kong under the Takeovers Code) after
the completion of the Share Buy-back Offer, and the rights of Independent H Shareholders
to certain information of the Company will be reduced.
Shareholders should also note that if they do not agree to the terms of the Share Buy-back
Offer, they can vote against the Share Buy-back Offer and the Voluntary Withdrawal of
Listing at the H Shareholders Class Meeting, A Shareholders Class Meeting and/or the EGM
(as the case may be). If more than 10% of the votes attaching to all the H Shares held by the
Independent H Shareholders are voted against the Share Buy-back Offer and the Voluntary
Withdrawal of Listing at the H Shareholders Class Meeting, the Share Buy-back Offer
would lapse and the H Shares would remain listed on the Stock Exchange.
– 21 –
DEFINITIONS
In this announcement, the following expressions have the meanings set out below unless the
context requires otherwise:
“A Share(s)” the ordinary shares in the share capital of the Company with a
nominal value of RMB1.00 each, which are traded in RMB and listed
on the Main Board of the Shenzhen Stock Exchange (stock code:
002910)
“A Shareholder(s)” holder(s) of A Share(s)
“A Shareholders the special general meeting of the A Shareholders to be convened,
Class Meeting” and any adjournment thereof, for the purpose of approving the Share
Buy-back Offer and Voluntary Withdrawal of Listing
“acting in concert” has the meaning ascribed thereto in the Takeovers Code, and “concert
parties” shall be construed accordingly
“associates” has the same meaning ascribed to it under the Listing Rules or the
Takeovers Code (as the case may be)
“Board” the board of Directors
“Company” Lanzhou Zhuangyuan Pasture Co., Ltd.* (
), a joint stock company incorporated in the PRC with limited
liability, whose (i) H Shares are listed and traded on the Main Board
of the Stock Exchange (stock code: 1533) and (ii) A Shares are listed
and traded on the Main Board of the Shenzhen Stock Exchange (stock
code: 002910)
“Conditions” the conditions of the Share Buy-back Offer, as set out under the sub-
paragraph headed “Conditions of the Share Buy-back Offer and the
Voluntary Withdrawal of Listing” of this announcement
“Director(s)” director(s) of the Company
“EGM” the extraordinary general meeting of the Company to be convened for
the purpose of, among other things, considering and approving the
Share Buy-back Offer and the Voluntary Withdrawal of Listing
– 22 –
“Elstone Capital” Elstone Capital Limited, a licensed corporation under the SFO,
licensed to carry out Type 6 (advising on corporate finance) regulated
activities under the SFO. Elstone Capital is the financial adviser
to the Company in respect of the Share Buy-back Offer and the
Voluntary Withdrawal of Listing
“Elstone Securities” Elstone Securities Limited, a licensed corporation under the SFO,
licensed to carry out Type 1 (dealing in securities) and Type 4
(advising on securities) regulated activities under the SFO
“Encumbrance” a charge, debenture, mortgage, pledge, deed of trust, lien, option,
equity rights, power of sale, hypothecation, claim, retention of title,
right of pre-emption, right of first refusal, or other third party right or
security interest of any kind or an agreement or obligation to create
any of the above
“Exchange Rate” the exchange rate of RMB1.00 to HK$1.22
“Executive” the Executive Director of the Corporate Finance Division of the SFC
or any delegate of the Executive Director
“Final Dividend the record date to be specified in the Company’ s circular for the
Record Date” annual general meeting such that holders of A Shares and H Shares
whose names appear on the Company’s register of members on such
a date shall be entitled to receive the final cash dividend
“First Closing Date” the date to be stated in the Offer Document as the first closing date
of the Share Buy-back Offer, being the 45th day after the date of the
despatch of the Offer Document
“Gansu Nongken Asset” Gansu Nongken Asset Operation Company Limited* (
), a company established in the PRC that is wholly
owned by Gansu Nongken Group
“Gansu Nongken Group” Gansu Nongken Group Limited Liability Company* (
), a company established in the PRC and wholly
owns the entire share capital of Gansu Nongken Asset and Lanzhou
Zhuangyuan Investment
“Group” the Company and its subsidiaries
– 23 –
“H Share(s)” overseas-listed foreign share(s) in the share capital of the Company
with a nominal value of RMB1.00 each, which are traded in Hong
Kong dollars and listed on the Stock Exchange
“H Shareholder(s)” holder(s) of H Shares
“H Shareholders the special general meeting of the H Shareholders to be convened,
Class Meeting” and any adjournment thereof, for the purpose of approving the Share
Buy-back Offer and Voluntary Withdrawal of Listing
“HK$” Hong Kong dollars, the lawful currency of Hong Kong
“Hong Kong” the Hong Kong Special Administrative Region of the PRC
“Independent Financial Veda Capital Limited, a licensed corporation under the SFO, licensed
Adviser” to carry out Type 6 (advising on corporate finance) regulated activity
under the SFO. Veda Capital Limited is the independent financial
adviser appointed to advise the Independent H Shareholders in
respect of the Share Buy-back Offer and the Voluntary Withdrawal of
Listing
“Independent H Shareholders other than (i) the Directors and parties acting in
H Shareholders” concert with any of the Directors and the Company and (ii) any H
Shareholder who has a material interest in the Share Buy-back Offer
and the Voluntary Withdrawal of Listing that is different from the
interests of all other H Shareholders (as stipulated under Rule 3.2 of
the Share Buy-backs Code)
“Irrevocable the deeds of irrevocable undertaking given by each of the IU
Undertakings” Shareholders in favour of the Company and entered into on 22 April
2022 or 23 April 2022
“IU Shareholder(s)” Mr. Hu Keliang, Mr. Wang Wei and Venko Limited
“Lanzhou Zhuangyuan Lanzhou Zhuangyuan Investment Co., Ltd.* (
Investment” ), a company established in the PRC that is wholly owned by
Gansu Nongken Group
“Last Trading Day” 17 December 2021, being the last trading day prior to the
commencement of the Offer Period
“Listing Rules” the Rules Governing the Listing of Securities on The Stock Exchange
of Hong Kong Limited
– 24 –
“Offer Document” the offer document to be despatched by the Company to the
Shareholders in accordance with the Takeovers Code and the Share
Buy-back Code in respect of the Share Buy-back Offer and the
Voluntary Withdrawal of Listing
“Offer Period” has the meaning ascribed to it under the Takeovers Code and has
commenced from 17 December 2021, being the date of the first
announcement made pursuant to Rule 3.7 of the Takeovers Code
“Offer Price” HK$10.89, being the price at which the Share Buy-back Offer will be
made
“Offer Share(s)” all the H Share(s) in issue, other than any H Shares already owned
or agreed to be acquired by the Company, the Directors and their
respective concert parties
“Overseas H Shareholders” H Shareholder(s) whose address(es), as shown on the register of
members of the Company, is/are outside Hong Kong
“PRC” the People ’ s Republic of China, which for the purpose of
this announcement, excludes Hong Kong, the Macau Special
Administrative Region of the PRC and Taiwan
“RMB” Renminbi, the lawful currency of the PRC
“SAFE” the local bureau of the State Administration of Foreign Exchange
“SFC” the Securities and Futures Commission of Hong Kong
“SFO” the Securities and Futures Ordinance (Chapter 571 of the Laws of
Hong Kong)
“Shanghai Fuhan” Shanghai Fuhan Business Consulting Co., Ltd.* (
), a company established in the PRC and 39.44% of the
equity interests of which is held by Mr. Ma Hongfu, a Director
“Share(s)” H Shares and A Shares
“Share Buy-backs Code” the Code on Share Buy-backs
“Share Buy-back Offer” the share buy-back offer to be made by Elstone Securities, on behalf
of the Company, to buy-back H Shares not already owned or agreed
to be acquired by the Company, the Directors and their respective
concert parties in accordance with the Takeovers Code
– 25 –
“Shareholder(s)” holder(s) of Share(s)
“Stock Exchange” The Stock Exchange of Hong Kong Limited
“Takeovers Code” the Code on Takeovers and Mergers
“Voluntary Withdrawal the proposed conditional voluntary withdrawal of listing of the H
of Listing” Shares from the Stock Exchange
“%” per cent.
By order of the Board
Lanzhou Zhuangyuan Pasture Co., Ltd.*
Yao Gexian
Chairman of the Board
Lanzhou, the PRC, 25 April 2022
As at the date of this announcement, the non-independent directors of the Company are Mr. Yao
Gexian, Mr. Lian Enzhong, Mr. Zhang Yu, Mr. Yang Yi, Mr. Ma Hongfu and Ms. Zhang Qianyu;
and the independent directors of the Company are Mr. Wang Haipeng, Mr. Zhang Yubao and Mr.
Sun Jian.
All the directors of the Company jointly and severally accept full responsibility for the accuracy
of information contained in this announcement and confirm, having made all reasonable inquiries,
that to the best of their knowledge, opinions expressed in this announcement have been arrived at
after due and careful consideration and there are no other facts not contained in this announcement,
the omission of which would make any statement in this announcement misleading.
For the purpose of this announcement, conversion of RMB into HK$ is based on the Exchange
Rate. The Exchange Rate is used for illustration purposes only and should not be taken as a
representation that the HK$ amount could actually be converted into RMB at that rate, or at all.
* For identification purpose only
– 26 –
