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庄园牧场:H股公告(英文)-2022年第二次临时股东大会通告2022-06-06  

                        Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited
take no responsibility for the contents of this notice, 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 notice.




                  Lanzhou Zhuangyuan Pasture Co., Ltd.*

             (a joint stock limited liability company incorporated in the People’s Republic of China)
                                             (Stock Code: 1533)

                          NOTICE OF THE 2022 SECOND
                       EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that the 2022 second extraordinary general meeting (the “EGM”)
of Lanzhou Zhuangyuan Pasture Co., Ltd.* (the “Company”) will be held at 3:00 p.m. on 29
June 2022 at Multimedia Conference Room, 26th Floor, Block B, Shanghui Building of Gansu
Province, No. 601, Yanyuan Road, Chengguan District, Lanzhou City, Gansu Province, the PRC
for the purposes of considering and, if thought fit, passing the following resolution:

Save as defined otherwise, capitalised terms defined in the offer document dated 6 June 2022
issued by the Company shall have the same meanings when used herein.

                                              RESOLUTION

1.    THAT the Share Buy-back Offer and the Voluntary Withdrawal of Listing pursuant to the
      Takeovers Code, the Share Buy-backs Code and the Listing Rules be approved.

2.    THAT any director of the Company is hereby authorized to take whatever action necessary
      and deemed appropriate, including but without limitation to give, make, sign, execute, seal,
      deliver the documents and all such letters, notices, instructions and other documents with
      or without amendments (whether of a like nature or not), for the purpose of giving effect to,
      consuming, or completing or procuring the completion of the Share Buy-back Offer and the
      Voluntary Withdrawal of Listing.

                                                                       By order of the Board
                                                              Lanzhou Zhuangyuan Pasture Co., Ltd. *
                                                                           Yao Gexian
                                                                            Chairman

Lanzhou, 6 June 2022



                                                      –1–
Notes:

1.       ELIGIBILITY FOR ATTENDING THE EGM

         The Shareholders whose names appear on the register of members of the Company on the close of business
         on 27 May 2022 and 23 June 2022 are entitled to attend and vote at the EGM for H Shareholders and A
         Shareholders, respectively. Shareholders of the Company who wish to attend the EGM but have not registered
         the transfer documents are required to deposit the transfer documents together with the relevant share
         certificates at the Share Registrar of the Company in Hong Kong, Union Registrars Limited, at Suites 3301-04,
         33/F, Two Chinachem Exchange Square, 338 King’s Road, North Point, Hong Kong (for H Shareholders) or
         the head office of the Company in the PRC at 26th Floor, Block B, Shanghui Building of Gansu Province, No.
         601, Yanyuan Road, Chengguan District, Lanzhou City, Gansu Province, the PRC (for A Shareholders), by no
         later than 4:00 p.m. on 27 May 2022 and 3:00 p.m. on 23 June 2022 for registration for H Shareholders and A
         Shareholders, respectively.

2.       PROXY

         Shareholders entitled to attend and vote at the EGM may appoint one or more proxies to attend and vote in
         their stand. A proxy need not be a Shareholder of the Company.

         The instrument appointing a proxy must be in writing under the hand of a Shareholder or his attorney duly
         authorised in writing. If the Shareholder is a corporate body and appoints a person other than its legal
         representative, the proxy form must be either executed under its common seal or under the hand of its legal
         representative or duly authorised attorney(s). If the proxy form is signed by an attorney of the Shareholder, the
         power of attorney authorising that attorney to sign or other authorisation document must be notarised.

         For Shareholders, the proxy form together with the power of attorney or other authorisation document (if any)
         or the relevant authorisation document (if any)must be lodged at the Share Registrar of the Company in Hong
         Kong, Union Registrars Limited, at Suites 3301-04, 33/F, Two Chinachem Exchange Square, 338 King’s Road,
         North Point, Hong Kong (for H Shareholders) or the head office of the Company in the PRC at 26th Floor,
         Block B, Shanghui Building of Gansu Province, No. 601, Yanyuan Road, Chengguan District, Lanzhou City,
         Gansu Province, the PRC (for A Shareholders), in person or by post not less than 24 hours before the time fixed
         for holding the EGM (i.e. by no later than 3:00 p.m. on 28 June 2022) or any adjournment thereof or not less
         than 24 hours before the time appointed for taking the poll (as the case may be). Shareholders can still attend
         and vote at the EGM upon completion and return of the proxy form.

3.       ADDRESS AND TELEPHONE NUMBER OF THE CONTACT PERSON WHO HANDLES THE
         MEETING AFFAIRS

         Name:         Ms. Pan Lai

         Address:      26th Floor, Block B, Shanghui Building of Gansu Province, No. 601, Yanyuan Road, Chengguan
                       District, Lanzhou City, Gansu Province, the PRC

         Telephone:    +86-0931-8753001

         Fax No.:      +86-0931-8699582




                                                          –2–
4.    PROCEDURES FOR VOTING AT THE EGM

      Any vote of Shareholders at the EGM must be taken by poll.

5.    OTHER BUSINESS

      Shareholders (in person or by proxy) attending the EGM are responsible for their own transportation and
      accommodation expenses. Shareholders or their proxies attending the EGM shall produce their identity
      documents.


As at the date of this notice, the Board of the Company comprises 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.

* For identification purposes only




                                                     –3–