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)
(1) POLL RESULTS OF THE 2021 ANNUAL GENERAL MEETING,
A SHAREHOLDERS’ CLASS MEETING AND
H SHAREHOLDERS’ CLASS MEETING
HELD ON 29 JUNE 2022;
(2) DISTRIBUTION DATE OF FINAL DIVIDEND; AND
(3) APPROVAL OF THE SHARE BUY-BACK OFFER
The board of directors (the “Board”) of Lanzhou Zhuangyuan Pasture Co., Ltd.* (the “Company”)
is pleased to announce that the 2021 annual general meeting of the Company (the “AGM”), the
class meeting of A Shareholders (the “A Shareholders’ Class Meeting”), and the class meeting
of H Shareholders (the “H Shareholders’ Class Meeting” and together with the AGM and the
A Shareholders’ Class Meeting, the “Meetings”) were 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 People’s Republic of China (the “PRC”) on 29 June 2022 and all the
resolutions set out below were duly passed by way of poll. The convening of the Meetings was in
accordance with the Company Law of the PRC and the Articles of Association.
References are made to (i) the notices of the AGM, the A Shareholders’ Class Meeting and the
H Shareholders’ Class Meeting dated 8 June 2022 (collectively referred to as the “Notices”); (ii)
the circular dated 8 June 2022 (the “Circular”); (iii) the offer document (the “Offer Document”)
dated 6 June 2022; and (iv) the update announcement dated 7 June 2022 respectively 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–
As at the date of the AGM, the total number of issued shares of the Company (the “Shares”) is
232,381,032 Shares (comprising 197,251,032 A Shares and 35,130,000 H Shares). No Shareholder
was required under the Listing Rules to abstain from voting on the resolutions. There was no
Share entitling the holder to attend and abstain from voting in favour of the resolutions under Rule
13.40 of the Listing Rules. None of the Shareholders have stated their intention in the Notices, the
Circular or the Offer Document to vote against or to abstain from voting on any of the resolutions.
The Meetings were legally and validly convened in compliance with the requirements of the
Company Law of the PRC and the Articles of Association. The Chairman of the Meetings was Mr.
Yao Gexian, the chairman of the Board.
In compliance with the requirements of the Listing Rules and the Takeovers Code, the Company’s
auditor, WUYIGE Certified Public Accountants LLP was appointed as the scrutineer at the
Meetings for the purpose of vote-taking.
All directors of the Company attended the Meetings.
CONVENING OF THE MEETINGS
AGM
The total number of Shares entitling the holders to attend and vote in respect of the resolutions
at the AGM is 232,381,032 Shares. The total number of Shares with voting rights represented by
the Shareholders attending the AGM in person or by proxy was 142,481,865 Shares, representing
approximately 61.31% of the total number of Shares.
A Shareholders’ Class Meeting
The total number of A Shares entitling the holders to attend and vote on the resolutions at the
A Shareholders’ Class Meeting was 197,251,032 A Shares. The total number of A Shares with
voting rights represented by the Shareholders attending the A Shareholders’ Class Meeting was
117,632,865 A Shares, representing approximately 59.64% of the total number of A Shares.
H Shareholders’ Class Meeting
As at the date of the H Shareholders’ Class Meeting, the Company has 35,130,000 H Shares in
issue, and no H Shares are held by the Company, the Directors and parties acting in concert with
any of them, and hence, all H Shareholders are considered as Independent H Shareholders in
respect of the Share Buy-back Offer.
The total number of H Shares entitling the holders to attend and vote on the resolutions at the
H Shareholders’ Class Meeting was 35,130,000 H Shares. The total number of H Shares with
voting rights represented by the H Shareholders attending the H Shareholders’ Class Meeting was
24,769,000 H Shares, representing approximately 70.51% of the total number of H Shares.
–2–
POLL RESULTS OF THE MEETINGS
Poll Results of the AGM
The poll results in respect of the respective resolutions at the AGM were as follows:
No. of Votes Cast
(approximate % of Total No. of
ORDINARY RESOLUTIONS total number of votes cast) Votes Cast
(%)
For Against Abstain
1. To consider the resolution in relation to 142,379,965 0 101,900 142,481,865
the Report of the Board of Directors for (99.93%) (0%) (0.07%) (100%)
2021
2. To consider the resolution in relation 142,379,965 0 101,900 142,481,865
to the Report of the Supervisory (99.93%) (0%) (0.07%) (100%)
Committee for 2021
3. To consider the resolution in relation to 142,379,965 0 101,900 142,481,865
the Annual Report and Its Highlights of (99.93%) (0%) (0.07%) (100%)
the Company for 2021
4. To consider the resolution in relation 142,379,965 0 101,900 142,481,865
to the Report of Internal Control (99.93%) (0%) (0.07%) (100%)
Evaluation for the Implementation of the
Internal Control Rules for 2021
5. To consider the resolution in relation to 142,392,865 0 89,000 142,481,865
the Preliminary Profit Distribution Plan (99.94%) (0%) (0.06%) (100%)
for 2021
6. To consider the resolution in relation to 142,392,865 0 89,000 142,481,865
the Special Report on the Actual Deposit (99.94%) (0%) (0.06%) (100%)
and Use of 2021 Proceeds Raised of the
Company
7. To consider the resolution in relation to 142,392,865 0 89,000 142,481,865
the Special Report of the Occupation (99.94%) (0%) (0.06%) (100%)
of Non-Operating Capital and the
Transaction of Other Related Funds for
2021
8. To consider the resolution in relation to 142,392,865 0 89,000 142,481,865
the Application to Banks of the Limits (99.94%) (0%) (0.06%) (100%)
of Composite Credit Facilities for 2022
9. To consider the resolution in relation to 142,379,965 0 101,900 142,481,865
the Final Financial Report for 2021 of (99.93%) (0%) (0.07%) (100%)
the Company
–3–
No. of Votes Cast
(approximate % of Total No. of
ORDINARY RESOLUTIONS total number of votes cast) Votes Cast
(%)
For Against Abstain
10. To consider the resolution in relation 142,392,865 0 89,000 142,481,865
to the Remuneration of Directors, (99.94%) (0%) (0.06%) (100%)
Supervisors and Senior Management for
2022
11. To consider the resolution in relation to 142,422,965 0 58,900 142,481,865
the Reappointment of the Auditor of the (99.96%) (0%) (0.04%) (100%)
Company for 2022
12. To consider the resolution in relation to 142,060,865 0 12,900 142,073,765
the Repurchase and Cancellation of All (99.99%) (0%) (0.01%) (100%)
Restricted Shares in the Second Release
of Locked Period under the 2019
Restricted Shares Incentive Scheme
No. of Votes Cast
(approximate % of Total No. of
SPECIAL RESOLUTIONS total number of votes cast) Votes Cast
(%)
For Against Abstain
13. To consider the resolution for approval 142,481,865 0 0 142,481,865
of the Share Buy-back Offer and the (100%) (0%) (0%) (100%)
Voluntary Withdrawal of Listing
14. To c o n s i d e r t h e r e s o l u t i o n f o r 142,481,865 0 0 142,481,865
authorising the Board to procure the (100%) (0%) (0%) (100%)
completion of the Share Buy-back Offer
and the Voluntary Withdrawal of Listing
As more than half of the votes from the Shareholders (including their proxies) attending the AGM
were cast in favour of the ordinary resolutions numbered 1 to 12, these resolutions were duly
passed as ordinary resolutions.
As more than two-thirds (2/3) of the votes from the Shareholders (including their proxies)
attending the AGM were cast in favour of the special resolutions numbered 13 to 14, these
resolutions were duly passed as special resolutions.
–4–
Poll Results of A Shareholders’ Class Meeting
The poll results in respect of the respective resolutions at the A Shareholders’ Class Meeting were
as follows:
No. of Votes Cast
(approximate % of Total No. of
ORDINARY RESOLUTION total number of votes cast) Votes Cast (%)
For Against Abstain
1. To consider the Resolution in relation to 117,543,865 0 89,000 117,632,865
the Preliminary Profit Distribution Plan for (99.92%) (0%) (0.08%) (100%)
2021
No. of Votes Cast
(approximate % of Total No. of
SPECIAL RESOLUTIONS total number of votes cast) Votes Cast (%)
For Against Abstain
2. To consider the resolution for approval 117,632,865 0 0 117,632,865
of the Share Buy-back Offer and the (100%) (0%) (0%) (100%)
Voluntary Withdrawal of Listing
3. To consider the resolution for authorising 117,632,865 0 0 117,632,865
the Board to procure the completion of the (100%) (0%) (0%) (100%)
Share Buy-back Offer and the Voluntary
Withdrawal of Listing
As more than half of the votes from the Shareholders (including their proxies) attending the A
Shareholders ’ Class Meeting were cast in favour of the ordinary resolution numbered 1, this
resolution was duly passed as an ordinary resolution.
As more than two-thirds (2/3) of the votes from the Shareholders (including their proxies)
attending the A Shareholders ’ Class Meeting were cast in favour of the special resolutions
numbered 2 to 3, these resolutions were duly passed as special resolutions.
–5–
Poll Results of H Shareholders’ Class Meeting
The poll results in respect of the respective resolutions at the H Shareholders’ Class Meeting were
as follows:
No. of Votes Cast
(approximate % of Total No. of
ORDINARY RESOLUTION total number of votes cast) Votes Cast
(%)
For Against Abstain
1. To consider the Resolution in relation to 24,769,000 0 0 24,769,000
the Preliminary Profit Distribution Plan (100%) (0%) (0%) (100%)
for 2021
No. of Votes Cast
(approximate % of Total No. of
SPECIAL RESOLUTIONS total number of votes cast) Votes Cast
(%)
For Against Abstain
2. To consider the resolution for approval 24,769,000 0 0 24,769,000
of the Share Buy-back Offer and the (100%) (0%) (0%) (100%)
Voluntary Withdrawal of Listing
3. To c o n s i d e r t h e r e s o l u t i o n f o r 24,769,000 0 0 24,769,000
authorising the Board to procure the (100%) (0%) (0%) (100%)
completion of the Share Buy-back Offer
and the Voluntary Withdrawal of Listing
No. of Votes Cast
(approximate % to
the total number of
H Shares held by
the Independent H
Shareholders)
Against
(i) 0 Shares, being the number of votes cast by the Independent H 0
Shareholders against the special resolution numbered 2 over (ii) (0%)
35,130,000 Shares, being the number of votes attaching to all the H
Shares held by the Independent H Shareholders
(i) 0 Shares, being the number of votes cast by the Independent H 0
Shareholders against the special resolution numbered 3 over (ii) (0%)
35,130,000 Shares, being the number of votes attaching to all the H
Shares held by the Independent H Shareholders
–6–
As more than half of the votes from the H Shareholders (including their proxies) attending the
H Shareholders’ Class Meeting were cast in favour of the ordinary resolution numbered 1, this
resolution was duly passed as an ordinary resolution.
As more than 75% of the votes from the Independent H Shareholders (including their proxies)
attending the H Shareholders’ Class Meeting were cast in favour of and not more than 10% of the
votes attaching to all the H Shares held by the Independent H Shareholders were cast against on
the special resolutions numbered 2 to 3, these resolutions were duly passed as special resolutions.
DISTRIBUTION DATE OF FINAL DIVIDEND
As approved by the shareholders of the Company at the Meetings, the Board is pleased to
announce the following details in respect of the distribution of final dividend for the year ended 31
December 2021 to shareholders of the Company:
The Company will distribute a final cash dividend of RMB4.7 cents per share (tax inclusive) in an
aggregate amount of approximately RMB10,900,000 for the year ended 31 December 2021 before
Wednesday, 31 August 2022 to shareholders whose names appear on the register of members of
the Company on Monday, 11 July 2022. Such dividend will be paid to holders of A shares and
domestic investors investing in H share through Shenzhen-Hong Kong Stock Connect in Renminbi
and to holders of H shares in Hong Kong dollars. The actual amount of H share dividend paid
in Hong Kong dollars is calculated according to the average benchmark exchange rate between
Renminbi and Hong Kong dollars as published by the People’s Bank of China for five business
days prior to the date of the AGM (i.e. RMB0.8535 to HK$1), being a cash dividend of HK5.5
cents per share (tax inclusive).
As mentioned in the notice of AGM and the Circular, in order to determine the holders of Shares
who are entitled to receive the above-mentioned final dividend, the register of members of the
Company will be closed from Wednesday, 6 July 2022 to Monday, 11 July 2022, both days
inclusive. To be eligible to receive the final dividend for the year ended 31 December 2021,
unregistered holders of H shares of the Company shall lodge share transfer documents with the
Company’s H share registrar and transfer office 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
registration not later than 4:00 p.m. on Tuesday, 5 July 2022.
APPROVAL OF THE SHARE BUY-BACK OFFER
Pursuant to the Rule 3.3 of the Share Buy-back Code, as more than 75% of the votes from the
H Shareholders (including their proxies) attending the H Shareholders’ Class Meeting were cast in
favour of and not more than 10% of the votes attaching to all the H Shares held by the Independent
H Shareholders were cast against on the special resolutions numbered 2 to 3, the Share Buy-back
Offer is being approved.
–7–
OUTSTANDING CONDITIONS AND THE FIRST CLOSING DATE
The Independent H Shareholders are reminded that the Share Buy-back Offer remains conditional
on minimum valid acceptances of the Share Buy-back Offer being received (and not, where
permitted, withdrawn) by 4:00 p.m. on the First Closing Date (i.e. 21 July 2022) amounting to at
least 90% of the H Shares held by the Independent H Shareholders.
As at the date of this announcement, conditions (a), (b), (c) and (e) of the Share Buy-back Offer
as described in the Offer Document have been fulfilled. Condition (d) (being the minimum valid
acceptance of the Share Buy-back Offer), together with conditions (f) and (g), remain outstanding.
The Company is not aware of any events that would lead to conditions (f) and (g) not being
fulfilled. All conditions are incapable of being waived.
Pursuant to Rule 15.5 of the Takeovers Code, the latest time on which the Company can declare
the Share Buy-back Offer unconditional as to acceptances is 7:00 p.m. on the 60th day after the
despatch of the Offer Document (i.e. 5 August 2022) (or such later date to which the Executive
may consent). If the condition (d) is not satisfied by such time, the Share Buy-back Offer will
lapse.
The Independent H Shareholders are reminded that unless the Share Buy-back Offer
becomes or is declared unconditional as to acceptance on or before Thursday, 21 July 2022,
or is revised or extended, the latest time and date for acceptance of the Share Buy-back Offer
will be 4:00 p.m. on Thursday, 21 July 2022. The Independent H Shareholders are further
reminded to pay attention to, and to consult (if necessary) a licensed securities dealer or
registered institution in securities, bank manager, solicitor, professional accountant or other
professional adviser to confirm, the deadline for accepting the Share Buy-back Offer, which
might be before 4:00 p.m. on Thursday, 21 July 2022.
The Company will issue an announcement, stating whether the Share Buy-back Offer has been
extended, has expired or has become or been declared unconditional (as to acceptances) by
7:00 p.m. on Thursday, 21 July 2022, being the First Closing Date.
WITHDRAWAL OF LISTING OF THE H SHARES OF THE COMPANY
The Company has made an application to the Stock Exchange for, and the Stock Exchange has
approved, the Voluntary Withdrawal of Listing in accordance with Rule 6.15(2) of the Listing
Rules subject to the Share Buy-back Offer becoming unconditional in all respects. On the
assumption that the Share Buy-back Offer becomes unconditional in all respects on or before
Thursday, 21 July 2022, it is currently expected that the Voluntary Withdrawal of Listing will take
place with effect from 9:00 a.m. on Tuesday, 30 August 2022, subject to the satisfaction of any
conditions for the Voluntary Withdrawal of Listing from the Stock Exchange, and receipt of any
regulatory approvals required for the Voluntary Withdrawal of Listing. H Shareholders will be
notified by way of an announcement of the dates of the last day for dealing in the H Shares and on
which the Voluntary Withdrawal of Listing will become effective.
–8–
OFFER PERIOD
If the Share Buy-back Offer is declared unconditional on the First Closing Date, all H
Shareholders will continue to be able to tender their H Shares for acceptance under the Share Buy-
back Offer for another period of 28 days thereafter to comply with the conditions of the waiver
from the Executive pursuant to Rule 2.2(c) of the Takeovers Code.
WARNING
H Shareholders and potential investors of the Company should note that the Share Buyback
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.
By Order of the Board
Lanzhou Zhuangyuan Pasture Co., Ltd.*
Yao Gexian
Chairman
Lanzhou, the PRC, 29 June 2022
–9–
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
– 10 –
