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庄园牧场:H股公告(英文)-A股类别股东大会通告2022-06-08  

                        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 A SHAREHOLDERS’ CLASS MEETING

NOTICE IS HEREBY GIVEN that the A Shareholders’ Class Meeting of Lanzhou Zhuangyuan
Pasture Co., Ltd.* (the “Company”) will be held at 2:30 p.m. on Wednesday, 29 June 2022 or
immediately after the conclusion of the AGM or any adjournment thereof (whichever is the later)
at 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, approving and
authorizing the following matter:

                                    AS ORDINARY RESOLUTION

To consider and pass the following resolution as an ordinary resolution:

1.    To consider the resolution in relation to the Preliminary Profit Distribution Plan for 2021

                                     AS SPECIAL RESOLUTIONS

To consider and pass the following resolutions as special resolutions:

2.    To consider the resolution for approval of the Share Buy-back Offer and the Voluntary
      Withdrawal of Listing

3.    To consider the resolution for authorising the Board to procure 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, the PRC, 8 June 2022



                                                      –1–
Notes:

1.       A Shareholders whose names appear on the A Share register of members of the Company on Thursday, 23 June
         2022 will be entitled to attend and vote at the A Shareholders’ Class Meeting.

2.       Shareholders may, by completing the form of proxy of the Company, appoint one or more proxies to attend and
         vote at the A Shareholders’ Class Meeting (or any adjournment thereof) on his behalf. A proxy need not be a
         shareholder of the Company.

3.       Shareholders must use the form of proxy of the Company for appointing a proxy and the appointment must
         be in writing. The form of proxy must be signed by the relevant shareholder of the Company or by a person
         duly authorized by the relevant shareholder of the Company in writing. If the form of proxy is signed by the
         person authorized by the relevant shareholder of the Company as aforesaid, the relevant power of attorney
         and other relevant documents of authorization (if any) must be notarized. If a corporate shareholder of the
         Company appoints a person other than its legal representative to attend the A Shareholders’ Class Meeting (or
         any adjournment thereof) on its behalf, the relevant form of proxy must be affixed with the company seal of the
         corporate shareholder of the Company or duly signed by its director or any other person duly authorized by that
         corporate shareholder of the Company as required by the Articles of Association of the Company.

4.       To be valid, the form of proxy and the relevant notarized power of attorney (if any) and other relevant
         documents of authorization (if any) as mentioned in note 3 above must be delivered to the Company’ s
         Department of Securities Affairs (address: 26th Floor, Block B, Shanghui Building of Gansu Province, No.
         601, Yanyuan Road, Chengguan District, Lanzhou City, Gansu Province, the PRC) (contact person: Pan Lai,
         Tel: +86 931 875 3001, Fax: +86 931 875 3001) not less than 24 hours before the time appointed for the A
         Shareholders’ Class Meeting (or any adjournment thereof).

5.       A shareholder of the Company or his proxy should produce proof of identity when attending the A
         Shareholders’ Class Meeting (or any adjournment thereof). If a corporate shareholder’s legal representative
         or any other person duly authorized by such corporate shareholder attends the A Shareholders’ Class Meeting
         (or any adjournment thereof), such legal representative or other person shall produce his proof of identity, and
         proof of designation as legal representative or the valid authorization document (as the case may be).

6.       The A Shareholders’ Class Meeting (or any adjournment thereof) is expected to last less than half a day.
         Shareholders or their proxies who attend the A Shareholders’ Class Meeting (or any adjournment thereof) shall
         bear their own travelling and accommodation expenses.

7.       The Company’s principal place of business in the PRC is situated at:

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

         Tel No.: (86) 931 875 3001
         Fax No.: (86) 931 875 3001

8.       As at the date of this notice, the non-independent directors of the Company are Mr. Yao Gexian, Mr. Ma
         Hongfu, Mr. Zhang Yu, Mr. Yang Yi, Mr. Lian Enzhong and Ms. Zhang Qianyu; and the independent directors
         of the Company are Mr. Wang Haipeng, Mr. Zhang Yubao and Mr. Sun Jian.




                                                          –2–