Unless the context otherwise requires, terms used in this Form of Acceptance shall bear the same meanings as those defined in the offer document dated 6 June 2022 (the “Offer Document”) issued by Lanzhou Zhuangyuan Pasture Co., Ltd.* (the “Company”).
Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited and Hong Kong Securities Clearing Company Limited take no responsibility for the contents of this Form of Acceptance, 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 Form of Acceptance.
FORM OF ACCEPTANCE FOR USE IF YOU WANT TO ACCEPT THE SHARE BUY-BACK OFFER.
Lanzhou Zhuangyuan Pasture Co., Ltd.*
(a joint stock limited liability company incorporated in the People’s Republic of China)
(Stock Code: 1533)
1533
FORM OF CONDITIONAL ACCEPTANCE OF THE SHARE BUY-BACK
OFFER AND TRANSFER OF H SHARE(S) OF RMB1.00 EACH IN THE ISSUED
H SHARE CAPITAL OF LANZHOU ZHUANGYUAN PASTURE CO., LTD.*
H 1.00 H
All parts should be completed in full
Share Registrar and Transfer Office: Union Registrars Limited (the “Share Registrar”)
Suites 3301-04, 33/F., Two Chinachem Exchange Square, 338 King’s Road, North Point, Hong Kong
338 2 33 3301-04
Insert the total number of H F O R T H E C O N S I D E R AT I O N s t a t e d b e l o w t h e “ Tr a n s f e ro r ( s ) ” n a m e d b e l o w h e re b y t r a n s f e r ( s ) t o t h e “ Tr a n s f e re e ” n a m e d b e l o w t h e H S h a re s o f
Shares for which the Share R M B 1 . 0 0 e a c h i n t h e i s s u e d H s h a re c a p i t a l o f t h e C o m p a n y ( t h e “ H S h a re s ” ) s p e c i fi e d b e l ow s u b j e c t t o t h e t e r m s a n d c o n d i t i o n s c o n t a i n e d h e re i n
Buy-back Offer is accepted. and in the accompanying Offer Document.
If no number is inserted or H 1.00 H H
a number in excess of your
Number of H Shares FIGURES WORDS
registered holding of H
H
S h a r e s i s i n s e r t e d , yo u w i l l
b e d e e m e d t o h av e a c c e p t e d H Share certicate number(s)
the Share Buy-back Offer H
in respect of your entire
re g i s t e re d h o l d i n g o f TRANSFEROR(S) name(s) and Family name(s) Company name(s): Forename(s):
H S h a re s . address in full
H Registered address:
(EITHER TYPEWRITTEN OR WRITTEN IN
H BLOCK LETTERS) Telephone number:
H CONSIDERATION HK$10.89 in cash for each H Share
H 10.89
Name: Lanzhou Zhuangyuan Pasture Co., Ltd.*
Registered Address: No. 398 Sanjiaocheng Commune, Sanjiaocheng Village, Chengguan Town, Yuzhong County, Lanzhou City,
TRANSFER TO TRANSFEREE
Gansu Province, the People’s Republic of China
398
Occupation: Corporation
Signed by or for and on behalf of the Transferor(s) in the presence of:
Signature of Witness ALL JOINT
SHAREHOLDERS
Name of Witness MUST SIGN HERE
Address of Witness
Signature(s) of Transferor(s) Company chop, if applicable
Occupation of Witness
Date of Submission of this Form of Acceptance
Do not complete
Signed by or for and on behalf of the Transferee in the presence of:
Signature of Witness
Name of Witness
Address of Witness Signature of Transferee or its duly authorised agent(s)
Occupation of Witness
Date of Transfer
* For identification purpose only
THIS FORM OF ACCEPTANCE IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.
If you are in any doubt as to any aspect of this Form of Acceptance or as to the action to be taken, you should consult your licensed securities dealer or registered
institution in securities, bank manager, solicitor, professional accountant or other professional adviser.
If you have sold or otherwise transferred all your H Shares in the Company, you should at once hand this Form of Acceptance to the purchaser(s) or transferee(s)
or to the bank, stockbroker or to the licensed securities dealer or registered institution in securities or other agent through whom the sale or transfer was effected
for transmission to the purchaser(s) or transferee(s).
The making of the Share Buy-back Offer to persons who are not residents in Hong Kong may be affected by the laws of the relevant overseas jurisdictions. If you
are a citizen, resident or national of a jurisdiction outside of Hong Kong, you should inform yourself about and observe any applicable legal requirements of the
relevant overseas jurisdiction. It is your responsibility if you wish to accept the Share Buy-back Offer to satisfy yourself as to the full observance of the laws of the
relevant jurisdiction in connection therewith, 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 jurisdiction.
HOW TO COMPLETE THIS FORM OF ACCEPTANCE
H Shareholders are advised to read the Offer Document before completing this Form of Acceptance. To accept the Share Buy-back Offer made by Elstone Securities
Limited for and on behalf of the Company to acquire your H Shares at a cash price of HK$10.89 per H Share, you should complete and sign this Form of Acceptance
overleaf and forward this entire form, together with the relevant H share certificate(s) and/or transfer receipt(s) and/or any other document(s) of title (and/or any satisfactory
indemnity or indemnities required in respect thereof), for the whole of your holding of H shares or, if applicable, for not less than the number of the H Shares in respect of
which you intend to accept the Share Buy-back Offer, by post or by hand marked “Lanzhou Zhuangyuan Pasture Co., Ltd. Share Buy-back Offer” on the envelope,
to the Share Registrar, Union Registrars Limited at Suites 3301-04, 33/F., Two Chinachem Exchange Square, 338 King’s Road, North Point, Hong Kong, no
later than 4:00 p.m. on Thursday, 21 July 2022 (being the First Closing Date) or such later time and/or date as the Company may determine and announce in
compliance with the Takeovers Code.
Those H Shareholders who have failed to complete this form or to return the completed form together with the H Share certificates and other documents required before the
time specified above shall be deemed to have rejected the Share Buy-back Offer.
FORM OF CONDITIONAL ACCEPTANCE AND TRANSFER IN RESPECT OF
THE SHARE BUY-BACK OFFER
To: The Company and Elstone Securities Limited
1. My/Our execution of this Form of Acceptance shall be binding on my/our successors and assignees, and shall constitute:
(a) my/our irrevocable acceptance of the Share Buy-back Offer made by Elstone Securities Limited for and on behalf of the Company, as contained in the Offer
Document, for the consideration and on and subject to the terms and conditions therein and herein mentioned, in respect of the number of H Shares specified in
this Form of Acceptance;
(b) my/our irrevocable instruction and authority to each of the Company and/or Elstone Securities Limited or their respective agent(s) to collect from the Company
or the Share Registrar on my/our behalf the share certificate(s) in respect of the H Shares due to be issued to me/us in accordance with, and against delivery of,
the enclosed transfer receipt(s) and/or other document(s) of title (if any) (and/or satisfactory indemnity or indemnities required in respect thereof), which has/have
been duly signed by me/us and to deliver the same to the Share Registrar and to authorise and instruct the Share Registrar to hold such share certificate(s), subject
to the terms and conditions of the Share Buy-back Offer, as if it/they was/were delivered to the Share Registrar together with this Form of Acceptance;
(c) my/our irrevocable instruction and authority to each of the Company and/or Elstone Securities Limited and/or the Share Registrar or their respective agent(s) to
send a cheque crossed “Not negotiable account payee only” drawn in my/our favour for the cash consideration to which I/we shall have become entitled under
the terms of the Share Buy-back Offer (less seller’s ad valorem stamp duty payable by me/us in connection with my/our acceptance of the Share Buy-back Offer)
by post at my/our risk to the person named at the address stated below or, if no name and address is stated below, to me or the first-named of us (in the case of
joint registered H Shareholders) at the registered address shown in the register of members of the Company;
(Note: Insert name and address of the person to whom the cheque is to be sent if different from the registered H Shareholder or the first-named of joint registered
H Shareholders.)
Name: (in BLOCK LETTERS) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Address: (in BLOCK LETTERS) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(d) my/our irrevocable instructions and authority to the Company and/or such person or persons as the Company may direct for the purpose, on my/our behalf, to
make and execute the contract note as required by Section 19(1) of the Stamp Duty Ordinance (Chapter 117 of the laws of Hong Kong) to be made and executed
by me/us as seller(s) of the H Shares to be sold by me/us under the Share Buy-back Offer and to cause the same to be stamped and to cause an endorsement to be
made on the Form of Acceptance in accordance with the provisions of that Ordinance;
(e) my/our irrevocable instructions and authority to the Company and/or such person or persons as the Company may direct to complete, amend and execute any
document on my/our behalf in connection with my/our conditional acceptance of the Share Buy-back Offer including, but without limitation, to insert a date in the
Form of Acceptance or, if I/we or any other person shall have inserted a date, to delete such date and insert another date and to insert, delete, amend or substitute
the transferee in the Form of Acceptance and to do any other act that may be necessary or expedient for the purpose of vesting in the Company and/or such person
or persons as it may direct my/our H Shares;
(f) my/our undertaking to execute such further said documents and to do such acts and things by way of further assurance as may be necessary or desirable to
transfer my/our said H Shares to the Company, or such person or persons as it may direct free from all liens, claims and encumbrances and together with all rights
attaching thereto, including the right to receive all dividends, and/or other distributions, made or paid on the H Shares on or after the date of the Offer Document;
(g) my/our agreement to ratify each and every act or thing which may be done or effected by the Company or their respective agent(s) or such person or persons as
any of them may direct on the exercise of any of the rights contained herein;
2. I/We enclose the relevant H Share certificate(s) and/or transfer receipt(s) and/or any other document(s) of title (and/or any satisfactory indemnity or indemnities
in respect thereof) for the whole/part of my/our holding of H Shares which are to be held by you on the terms and conditions of the Share Buy-back Offer. I/We
understand that no acknowledgment of receipt of the Form of Acceptance, H Share certificate(s) and/or any other document(s) of title will be given.
3. In the event that my/our acceptance is not valid, or is treated as invalid, in accordance with the terms of the Share Buy-back Offer, all instructions, authorizations
and undertakings contained in paragraph 1 above shall cease in which event, I/we authorize and request Elstone Securities Limited and the Share Registrar and/or
such person or persons as any of them may direct to return to me/us my/our H Share certificates(s) and/or transfer receipt(s) and/or other document(s) of title (and/or
satisfactory indemnity or indemnities requested in respect thereof) (if applicable), together with this Form of Acceptance duly cancelled, by ordinary post at my/our
own risk to the person and address stated in paragraph 1(c) above or, if no name or address is stated, to me or the first-named of us (in the case of joint registered H
Shareholders) at the registered address shown in the register of members.
4. I/We hereby warrant and represent to you that, I/we am/are the registered H Shareholder(s) of the number of H Shares specified in this form and I/we have the full
right, power and authority to sell and pass the title and ownership of such H Shares to the Company by way of acceptance of the Share Buy-back Offer free from all
liens, claims and encumbrances and together with all rights attaching to them, including the right to receive all dividends and distributions, if any, declared, paid or
made on or after the date of the Offer Document.
5. It is the responsibility of each of the relevant H Shareholders to satisfy himself/herself/itself as to the full observance of the laws and regulations of the relevant
jurisdiction in connection therewith, including obtaining any governmental, exchange control or otherwise consents, or filing and registration and the payment of any
transfer or other taxes due from such H Shareholder in such relevant jurisdictions.
6. Any acceptance by any H Shareholder will be deemed to constitute a representation and warranty from such H Shareholder to the Company that all applicable local
laws and requirements have been complied with and that the Share Buy-back Offer can be accepted by such H Shareholder lawfully under the laws of the relevant
jurisdiction. H Shareholders should consult their professional advisers if in doubt. I/We warrant to the Company that that I/we shall be responsible for payment of any
transfer or other taxes duties imposed by whatsoever payable in respect of the jurisdiction where my/our address is located as set out in the register of members in
connection with my/our acceptance of the Share Buy-back offer.
7. I/We acknowledge that, save as expressly provided in the Offer Document, all the acceptances, instructions, authorities and undertakings hereby given shall be
irrevocable.
8. I/We acknowledge that my/our H Shares sold to the Company by way of the Share Buy-back Offer will be registered under the name of the Company or its nominees.
H
H H 10.89 H
H
H
338 2 33 3301-04
H H
1.
(a) H
(b)
H
(c)
....................................................................................................
....................................................................................................
(d) H
117 19(1)
(e)
H
(f) H
(g)
2.
3. 1
H
1(c)
H
4.
H H
5. H
H
6. H H H
H
7.
8. H
PERSONAL DATA
Personal Information Collection Statements 3. Transfer of personal data
This personal information collection statement informs you of the policies and practices of The personal data provided in this Form of Acceptance will be kept confidential but the
the Company, Elstone Securities Limited and the Share Registrar and in relation to personal Company and/or Elstone Securities Limited and/or the Share Registrar may, to the extent
data and the Personal Data (Privacy) Ordinance (Chapter 486 of the Laws of Hong Kong) (the necessary for achieving the purposes above or any of them, make such enquiries as they
“Ordinance”). consider necessary to confirm the accuracy of the personal data and, in particular, they
may disclose, obtain, transfer (whether within or outside Hong Kong) such personal data
1. Reasons for the collection of your personal data
to, from or with any and all of the following persons and entities:
To accept the Share Buy-back Offer for your Share(s), you must provide the personal
the Company, Elstone Securities Limited and/or any of their agents, officers and
data requested. Failure to supply the requested data may result in the processing of your
advisers, the Share Registrar and overseas principal Share Registrar (if any);
acceptance being rejected or delayed. It may also prevent or delay the despatch of the
consideration to which you are entitled to under the Share Buy-back Offer. any agents, contractors or third parties service providers who offer administrative,
telecommunications, computer, payment or other services to the Company and/
2. Purposes
or Elstone Securities Limited and/or the Share Registrar in connection with the
The personal data which you provide on this Form of Acceptance may be used, held and/or operation of their business;
stored (by whatever means) for the following purposes:
any regulatory or governmental bodies;
processing your acceptance and verification of compliance with the terms and
any other persons or institutions with which you have or propose to have dealings,
application procedures set out in this Form of Acceptance and the Offer Document;
such as their bankers, solicitors, accountants, licensed securities dealers or registered
registering transfers of the H Share(s) out of your name(s); institutions in securities; and
maintaining or updating the relevant register of the Shareholders; any other persons or institutions whom the Company and/or Elstone Securities
Limited and/or the Share Registrar consider(s) to be necessary or desirable in the
conducting or assisting to conduct signature verifications, and any other verification
circumstances.
or exchange of information;
4. Retention of Personal Data
distributing communications from the Company and/or their respective agents,
officers and advisers, and the Share Registrar; The Company and/or Elstone Securities Limited and/or the Share Registrar will keep
the personal data provided in this form for as long as necessary to fulfil the purposes for
compiling statistical information and the Shareholders profile;
which the personal data were collected. Personal data which is no longer required will be
establishing benefit entitlements of the Shareholders; destroyed or dealt with in accordance with the Ordinance.
making disclosures as required by laws, rules or regulations (whether statutory or 5. Access to and correction of personal data
otherwise);
The Ordinance provides you with rights to ascertain whether the Company and/or Elstone
disclosing relevant information to facilitate claims or entitlements; Securities Limited and/or the Share Registrar hold your personal data, to obtain a copy
of that data, and to correct any data that is incorrect. In accordance with the Ordinance,
any other purpose in connection with the business of the Company, Elstone Securities
the Company and/or Elstone Securities Limited and/or the Share Registrar have the right
Limited and/or the Share Registrar; and
to charge a reasonable fee for the processing of any data access request. All requests for
any other incidental or associated purposes relating to the above and/or to enable the access to data or correction of data or for information regarding policies and practices and
Company and/or Elstone Securities Limited and/or the Share Registrar to discharge the kinds of data held should be addressed to the Company, Elstone Securities Limited or
its obligations to the H Shareholders and/or under applicable regulations, and any the Share Registrar (as the case may be).
other purposes to which the H Shareholders may from time to time agree or be
BY SIGNING THIS FORM OF ACCEPTANCE, YOU AGREE TO ALL OF THE ABOVE.
informed of.
3.
486
1.
2.
H
4.
5.
H
H
