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.
Lanzhou Zhuangyuan Pasture Co., Ltd.*
(a joint stock limited liability company incorporated in the People’s Republic of China)
(Stock Code: 1533)
UPDATE ANNOUNCEMENT
OFFER DOCUMENT IN RELATION TO
1. THE 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
2. PROPOSED VOLUNTARY WITHDRAWAL OF LISTING OF
THE H SHARES OF LANZHOU ZHUANGYUAN PASTURE CO., LTD.*
ON THE STOCK EXCHANGE OF HONG KONG LIMITED
Reference is made to (i) the announcement in accordance with Rule 3.5 of Takeovers Code issued
by Lanzhou Zhuangyuan Pasture Co., Ltd.* (the “Company”)
dated 25 April 2022 in relation to the conditional cash offer by Elstone Securities Limited on
behalf of the Company to buy-back all the issued H shares of the Company (the “Share Buy-back
Offer”) and the proposed voluntary withdrawal of listing of the H shares of the Company on The
Stock Exchange of Hong Kong Limited (the “Voluntary Withdrawal of Listing”); (ii) the offer
document issued by the Company dated 6 June 2022 (the “Offer Document”) in respect of the
Share Buy-back Offer and Voluntary Withdrawal of Listing; (iii) the notices of each of the 2022
second extraordinary general meeting (“EGM”), the 2022 second A Shareholders class meeting (“A
Shareholders Class Meeting”) and 2022 second H Shareholders class meeting (“H Shareholders
Class Meeting”) issued on 6 June 2022 (collectively, the “Meeting Notices”); and (iv) the proxy
forms of each of the EGM, A Shareholders Class Meeting and H Shareholders Class Meeting
(collectively, the “Proxy Forms”). Unless otherwise defined, capitalised terms used herein shall
have the same meanings as those defined in the Offer Document.
–1–
It was the Company’s original intention to convene (a) the annual general meeting (“AGM”), 2022
first A Shareholders class meeting, and 2022 first H Shareholders class meeting for approving the
resolutions to be proposed at the AGM, and (b) the EGM, A Shareholders Class Meeting, and H
Shareholders Class Meeting for approving the Share Buy-back Offer and the Voluntary Withdrawal
of Listing on the same date (i.e. 29 June 2022).
In order to streamline the logistics for the online vote-counting services for A Shareholders in
respect to the resolutions for approving the Share Buy-back Offer and the Voluntary Withdrawal
of Listing, a Board meeting was convened on 7 June 2022 where it was resolved that (i) the
resolutions contained at the Meeting Notices will be proposed at the respective AGM, 2022 first A
Shareholders class meeting, and 2022 first H Shareholders class meeting for approval on 29 June
2022; and (ii) the EGM, A Shareholders Class Meeting and H Shareholders Class Meeting will be
cancelled.
In order to reflect the cancellation of the EGM, A Shareholders Class Meeting and H Shareholders
Class Meeting, the Company wishes to clarify that the Offer Document should read as follows:
Cancellation of the EGM
(i) the definition of “EGM” shall be read as follows:
“AGM” the annual general meeting for 2021 or any adjourned meeting to
be held by the Company at 26th Floor, Block B, Shanghui Building
of Gansu Province, No. 601, Yanyuan Road, Chengguan District,
Lanzhou City, Gansu Province, the PRC at 2:00 p.m. on Wednesday,
29 June 2022
(ii) all relevant references to “EGM” under the Offer Document shall be read as “AGM”.
Cancellation of the A Shareholders Class Meeting
(i) the definition of “A Shareholders Class Meeting” shall be read as follows:
“A Shareholders the class meeting of A Shareholders or any adjourned meeting to be
Class Meeting” held at 2:30 p.m. on Wednesday, 29 June 2022 at 26th Floor, Block
B, Shanghui Building of Gansu Province, No. 601, Yanyuan Road,
Chengguan District, Lanzhou City, Gansu Province, the PRC or
immediately after the conclusion of the AGM or any adjournment
thereof (whichever is the later)
–2–
Cancellation of the H Shareholders Class Meeting
(i) the definition of “H Shareholders Class Meeting” shall be read as follows:
“H Shareholders the class meeting of H Shareholders or any adjourned meeting to
Class Meeting” be held at 2:45 p.m. on Wednesday, 29 June 2022 at 26th Floor,
Block B, Shanghui Building of Gansu Province, No. 601, Yanyuan
Road, Chengguan District, Lanzhou City, Gansu Province, the PRC
or immediately after the conclusion of the A Shareholders Class
Meeting or any adjournment thereof (whichever is the later)
Save as stated above and the updates to the expected timetable set out below, all other information
in the Offer Document remains unchanged and the Company will issue the notices and proxy
forms in respect of each of the AGM, 2022 first A Shareholders class meeting, and 2022 first H
Shareholders class meeting incorporating the relevant resolutions for approval of the Share Buy-
back Offer and Voluntary Withdrawal of Listing.
EXPECTED TIMETABLE
Set out below is the expected timetable of the Share Buy-back Offer. The timetable set out below
is indicative only and may be subject to changes. Any changes to the timetable below will be
announced by the Company. Unless otherwise expressly stated, all time and date references
contained in this announcement refer to Hong Kong date and time.
Event Time and Date
Despatch date of the Offer Document and
commencement of the acceptance period (Note 1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .6 June 2022
Latest time for lodging forms of proxy in respect of:
AGM (Note 2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2:00 p.m. on 28 June 2022
A Shareholders Class Meeting (Note 2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .24 June 2022
H Shareholders Class Meeting (Note 2) . . . . . . . . . . . . . . . . . . . . . . . . 2:45 p.m. on 28 June 2022
AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2:00 p.m. on 29 June 2022
A Shareholders Class Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2:30 p.m. on 29 June 2022
(or immediately after the conclusion or
adjournment of the AGM)
H Shareholders Class Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2:45 p.m. on 29 June 2022
(or immediately after the conclusion or adjournment of
the A Shareholders Class Meeting)
–3–
Event Time and Date
Date of announcement of the results of the AGM,
H Shareholders Class Meeting and
A Shareholders Class Meeting on the website of
HKEX and the Company (http://www.lzzhuangyuan.com) . . . . . . . . . . After trading hours on
29 June 2022
Reopening of the H share register of members . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .30 June 2022
First Closing Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21 July 2022
Latest time for acceptance of the Share Buy-back Offer
on the First Closing Date (Note 3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4:00 p.m. on 21 July 2022
Announcement of the results of the Share Buy-back Offer
on the First Closing Date (Note 4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . .By 7:00 p.m. on 21 July 2022
Latest date for posting of remittances for
the amounts due under the Share Buy-back Offer
in respect of valid acceptances received
at or before the latest time for acceptances of
the Share Buy-back Offer on the First Closing Date
(assuming the Share Buy-back Offer has become
unconditional in all respects on the First Closing Date) (Note 5) . . . . . . . . . . . . . . . . .1 August 2022
Latest time for the Share Buy-back Offer to become or
be declared unconditional as to acceptances
(if not already unconditional). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7:00 p.m. on 5 August 2022
Last day of trading in the H Shares on the Stock Exchange,
assuming the Voluntary Withdrawal of Listing is approved. . . . . . . . . . . . . . . . . .15 August 2022
Final Closing Date (assuming the Share Buy-back Offer
has become unconditional in all respects
on the First Closing Date) (Note 6) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .18 August 2022
–4–
Event Time and Date
Latest time for the Share Buy-back Offer remaining opened
for acceptance on the Final Closing Date and
the closing of the Share Buy-back Offer (Note 6) . . . . . . . . . . . . . . . . . 4:00 p.m. on 18 August 2022
Announcement of the results of the Share Buy-back Offer
on the Final Closing Date. . . . . . . . . . . . . . . . . . . . . . . . . . . . Before 7:00 pm on 18 August 2022
Latest date for posting of remittances for the amounts
due under the Share Buy-back Offer in respect of
valid acceptances received at or before the latest time for
acceptances of the Share Buy-back Offer
on the Final Closing Date (assuming the Share Buy-back Offer
has become unconditional in all respects on the First Closing Date). . . . . . . . . . .29 August 2022
Withdrawal of listing of the H Shares from
the Stock Exchange becoming effective. . . . . . . . . . . . . . . . . . . . . . 9:00 a.m. on 30 August 2022
Notes:
1. The Share Buy-back Offer is made on 6 June 2022, the date of posting of the Offer Document, and is capable
of being accepted on and from this date until the Final Closing Date (assuming the Share Buy-back Offer has
become unconditional in all respects on the First Closing Date).
2. For H Shareholders, the proxy forms shall be provided to the Company’s Share Registrar, Union Registrars
Limited at Suites 3301-04, 33/F., Two Chinachem Exchange Square, 338 King ’s Road, North Point, Hong
Kong, whereas for A Shareholders, the proxy forms shall be provided to the Company instead. Completion and
return of a proxy form for the AGM and/or the H Shareholders Class Meeting will not preclude an Independent
H Shareholder from attending the AGM and/or the H Shareholders Class Meeting and, as the case may be,
voting in person if he/she/it so wishes and if such Independent H Shareholder has notified the Company not less
than 24 hours in writing before the time appointed for any adjournment of the AGM and the H Shareholders
Class Meeting. In such event, the returned proxy form will be deemed to have been revoked.
3. The procedures for acceptance and settlement of the Share Buy-back Offer and related information are set out
in Appendix I to the Offer Document and in the Form of Acceptance. Acceptances of the Share Buy-back Offer
should be received by the Share Registrar, Union Registrars Limited at Suites 3301-04, 33/F., Two Chinachem
Exchange Square, 338 King’s Road, North Point, Hong Kong, as soon as possible and in any event by no
later than 4:00 p.m. on 21 July 2022 or such later time(s) and/or date(s) as the Company may determine and
announce, with the consent of the Executive, in accordance with the Takeovers Code.
4. The Company will issue an announcement on the Company’s and Stock Exchange’s website by 7:00 p.m. on
the First Closing Date stating the results of the Share Buy-back Offer and the Voluntary Withdrawal of Listing
and whether the Share Buy-back Offer has been revised or extended, have expired or have become or been
declared unconditional.
–5–
5. Remittances in respect of the cash consideration under the Share Buy-back Offer will be posted to the accepting
Independent H Shareholders by ordinary post at their own risk as soon as possible but in any event within seven
(7) Business Days following the later of the date of receipt by the Share Registrar, of duly completed Form of
Acceptance and the relevant documents, or on the date the Share Buy-back Offer and Voluntary Withdrawal of
Listing become or are declared unconditional.
6. In compliance with the note to Rule 2.2 and Rule 15.3 of the Takeovers Code, the Share Buy-back Offer will
remain open for acceptance for 28 days which is a longer period than normally required by Rule 15.3 of the
Takeovers Code after it has been declared unconditional in all respects. At least 14 days’ notice in writing must
be given before the Share Buy-back Offer is closed to the H Shareholders who have not yet accepted the Share
Buy-back Offer. Hence, the latest time to receive acceptances under the Share Buy-back Offer will be 4:00 p.m.
on 18 August 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.
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 is included in the
Offer Document despatched to the Shareholders on 6 June 2022.
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.
–6–
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 AGM
(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, 7 June 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 purpose only
–7–
