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)
DELAY IN DESPATCH OF THE OFFER DOCUMENT
IN RELATION TO CONDITIONAL CASH OFFER BY
ELSTONE SECURITIES LIMITED ON BEHALF OF
LANZHOU ZHUANGYUAN PASTURE CO., LTD*
TO BUY-BACK ALL THE ISSUED H SHARES
AT HK$10.89 PER H SHARE AND
PROPOSED VOLUNTARY WITHDRAWAL OF
LISTING OF THE H SHARES OF
LANZHOU ZHUANGYUAN PASTURE CO., LTD.*
ON THE STOCK EXCHANGE OF HONG KONG LIMITED
Financial Adviser to the Company
Elstone Capital Limited
Independent Financial Adviser to the Independent H Shareholders
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Reference is made to the announcement issued by Lanzhou Zhuangyuan Pasture Co., Ltd.*
(the “Company”) dated 25 April 2022 (the “Rule 3.5 Announcement”)
in relation to, among others, the conditional cash offer by Elstone Securities Limited on behalf
of the Company to buy-back all the issued H Shares in the Company and the proposed voluntary
withdrawal of listing of the H Shares. Unless otherwise defined, capitalised terms used herein shall
have the same meanings as those defined in the Rule 3.5 Announcement.
DELAY IN DESPATCH OF THE OFFER DOCUMENT
Pursuant to Rule 8.2 of the Takeovers Code, unless the Executive’s consent has been obtained,
the Offer Document containing, among other things, (i) details of the Share Buy-back Offer and
Voluntary Withdrawal of Listing (including the expected timetable and terms and conditions
of the Share Buy-back Offer and Voluntary Withdrawal of Listing); (ii) the letter from Elstone
Securities; (iii) the letter from the Board; (iv) the letter of advice from Veda Capital in relation
to the Share Buy-back Offer and the Voluntary Withdrawal of Listing (the “IFA Letter”); (v) the
unaudited pro forma financial information of the Group; and (vi) the property valuation report (the
“Valuation Report”), is required to be despatched to the Shareholders within 21 days of the Rule
3.5 Announcement, i.e. on or before 16 May 2022.
As additional time is required to prepare and finalise the information for inclusion in the Offer
Document, including but not limited to, the Valuation Report, unaudited pro forma financial
information of the Group and the IFA Letter, an application has been made to the Executive for
consent to extend the latest time for despatching the Offer Document to a date falling on or before
6 June 2022, and the Executive has indicated that it is minded to grant such consent.
Further announcement(s) will be made by the Company when the Offer Document (accompanied
by the form of acceptance) is despatched.
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.
–2–
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.
By order of the Board
Lanzhou Zhuangyuan Pasture Co., Ltd.*
Yao Gexian
Chairman of the Board
Lanzhou, the PRC, 13 May 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 identification purposes only
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