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 appears for information purposes only and does not constitute an invitation or
offer to acquire, purchase or subscribe for securities of the Company.
Lanzhou Zhuangyuan Pasture Co., Ltd.*
(a joint stock limited liability company incorporated in the People’s Republic of China)
(Stock Code: 1533)
VOLUNTARY ANNOUNCEMENT IN RELATION TO
1. 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
Financial Adviser to the Company
Independent Financial Adviser to the Independent H Shareholders
Reference is made to (i) the offer document (the “Offer Document”) dated 6 June 2022; (ii) the
update announcement dated 7 June 2022 (the “Update Announcement”); (iii) the notices of the
AGM, the A Shareholders Class Meeting and the H Shareholders Class Meeting dated 8 June
2022; and (iv) the circular dated 8 June 2022 (the “Circular”) of the Company. Unless otherwise
defined, terms used herein shall have the same meanings as those defined in the Circular and the
Offer Document.
–1–
In order to further explain the acceptance procedures of the Share Buy-back Offer based on the
information published in the Offer Document, the Company intends to send a bilingual leaflet in
English and Chinese to the H Shareholders, with its contents set out as follows:
“Dear H Shareholders,
As stated in the offer document dated 6 June 2022 published by the Company on the website of
the Stock Exchange, the Company made a conditional offer to buy-back all issued H Shares at
the Offer Price of HK$10.89 per H Share. Resolutions in respect of the Share Buy-Back Offer
and the Voluntary Withdrawal of Listing will be proposed at the AGM and the H Shareholders
Class Meeting of the Company on 29 June 2022, and the latest time for acceptance of the
Share Buy-back Offer on the First Closing Date is 4:00 p.m. on 21 July 2022. In order to allow
H Shareholders to gain a better understanding of the procedures regarding the voting and the
acceptance of the Share Buy-back Offer, we set out below a brief summary of the steps for your
reference:
FOR H SHAREHOLDERS WHO HOLD H SHARES IN THEIR OWN NAME:
If you are a H Shareholder holding H Shares that are registered in your own name (i.e. holding one
or more paper share certificates that bear your own name),
a) To vote at the AGM and the H Shareholders Class Meeting, you are requested to complete
the form of proxy in accordance with the instructions printed thereon and return it 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, as soon as possible and
not less than 24 hours before the time of the holding of the AGM and the H Shareholders
Class Meeting (i.e. before 2:00 p.m. on 28 June 2022 for AGM and before 2:45 p.m. on 28
June 2022 for the H Shareholders Class Meeting). Completion and return of the form of
proxy shall not preclude you from attending and voting in person at the AGM and the H
Shareholders Class Meeting or any adjournment if you so wish.
b) To accept the Share Buy-back Offer, you are encouraged to send the duly completed and
signed Form of Acceptance together with the relevant share certificate(s) and/or transfer
receipt(s) and/or other document(s) of title (and/or any satisfactory indemnity or indemnities
required in respect thereof), by post or by hand, as soon as possible and before 4:00 p.m. on
21 July 2022 (being the First Closing Date) 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.
–2–
FOR H SHAREHOLDERS WHO DO NOT HOLD H SHARES IN THEIR OWN
NAME:
If your H Share(s) has/have been lodged with your licensed securities dealer (i.e. broker) or other
registered dealer in securities or custodian bank through CCASS,
a) To vote at the AGM and/or the H Shareholders Class Meeting or attend in person, you should
instruct your licensed securities dealer (or other registered dealer in securities or custodian
bank) to give instructions to HKSCC Nominees Limited on your behalf on or before the
deadline set by HKSCC Nominees Limited. In order to meet the deadline set by HKSCC
Nominees Limited, you should check with your licensed securities dealer (or other registered
dealer in securities or custodian bank) for the timing on the processing of your instruction,
and submit your instruction to your licensed securities dealer (or other registered dealer in
securities or custodian bank) as required by them.
b) To accept the Share Buy-back Offer, please provide instructions to your nominee agents of
your intentions as soon as possible and before the internal deadline set by your nominee
agents, which can be several days prior to the First Closing Date.
HOTLINE AND ENQUIRY EMAIL:
The Company ’ s proxy agent, Orient Capital Pty Limited, may be reached by phone at
+852 3953 7250 (between 9:00 a.m. and 6:00 p.m. on Monday to Friday, excluding public
holidays in Hong Kong) or by email to ir@lzzhuangyuan.com during the Offer Period to answer
any questions which any H Shareholders may have concerning administrative or procedural
matters, such as dates, documentation and procedures relating to the Share Buy-back Offer and the
Voluntary Withdrawal of Listing.
For the avoidance of doubt, the above hotline or email account will not (i) provide any information
not available in the public domain nor any advice on the merits or risks of the Share Buy-back
Offer and the Voluntary Withdrawal of Listing or (ii) give any financial or legal advice. If you
are in doubt as to any aspect of the Offer Document or action to be taken, you should consult
a licensed securities dealer or registered institution in securities, a bank manager, solicitor,
professional accountant or other professional adviser.
EXPECTED TIMETABLE
The expected timetable sets out below, as reproduced from the Update Announcement, is indicative
only and may be subject to changes. Any changes to the timetable will be announced by the
Company. Unless otherwise expressly stated, all times and dates contained in this announcement
refer to Hong Kong local time and dates.
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
–3–
Event Time and Date
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)
Date of announcement of the results of the AGM,
H Shareholders Class Meeting and A Shareholders
Class Meeting on the website of the Stock Exchange
and the Company (http://www.lzzhuangyuan.com) . . . . . . . After trading hours on 29 June 2022
Reopening of the H shares 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 . . . . . . . . . . . . . . . . . . . . . . . . . By 7:00 p.m. 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 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 Share 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 the 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.
You are strongly advised to consider carefully the information in the letter from the Board, the
recommendation and the advice from Independent Financial Adviser contained in the Offer
Document, and the information set out in the Offer Document before making the decision as to
acceptance of the Share Buy-back Offer and voting at the AGM and H Shareholders Class Meeting
in respect of the Share Buy-back Offer and the Voluntary Withdrawal of Listing.
The directors of the Company jointly and severally accept full responsibility for the accuracy of
information contained in this document and confirm, having made all reasonable inquiries, that
to the best of their knowledge, opinions expressed in this document have been arrived at after due
and careful consideration and there are no other facts not contained in this document, the omission
of which would make any statement in this document misleading.”
H
2022 6 6
H 10.89 H 2022 6 29
H
2022 7 21 H
H H
H
a) H
338 2 33 3301-04 H
24 2022 6 28
H 2022 6 28
H
–6–
b) 2022 7 21
338
2 33 3301-04
H H
H
a) H
b)
Orient Capital Pty Limited +852 3953 7250
ir@lzzhuangyuan.com H
(i)
(ii)
1 . . . . . . . . . . . . . . . . . . . . . . . . 2022 6 6
2
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2022 6 28
–7–
A 2
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2022 6 24
H 2
. . . . . . . . . . . . . . . . . . . . . . . . . . . 2022 6 28
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2022 6 29
A . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2022 6 29
H . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2022 6 29
A
(http://www.lzzhuangyuan.com)
H
. . . . . . . . . . . . . . . . . . . . . . . . . . 2022 6 29
H . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2022 6 30
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2022 7 21
3
. . . . . . . . . 2022 7 21
4
. . . . . . . . . . . 2022 7 21
5
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2022 8 1
. . . . . . . . . . . . . . . . . . 2022 8 5
H . . . . . . . . . . . . . . . 2022 8 15
6
. . . . . . . . . . . . . . . . . . . 2022 8 18
6
. . . . . . . . . . . . . . . . . . . . . 2022 8 18
. . . . . . . . . . . . . . . . 2022 8 18
–8–
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2022 8 29
H . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2022 8 30
1. 2022 6 6
2. H
338 2 33 3301-04 A
H H
H 24 H
H
3.
2022 7 21
338 2 33 3301-04
4.
5.
(7)
H
6. 2.2 15.3 28
15.3
H 14
2022 8 18
H
–9–
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.
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
Lanzhou, the PRC, 27 June 2022
– 10 –
As at the date of this announcement, 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.
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
– 11 –
