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.
This announcement is not for release, publication or distribution in or into any jurisdiction where
to do so would constitute a violation of the relevant laws of such jurisdiction.
Lanzhou Zhuangyuan Pasture Co., Ltd.*
(a joint stock limited liability company incorporated in the People’s Republic of China)
(Stock Code: 1533)
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;
2. PROPOSED VOLUNTARY WITHDRAWAL OF LISTING OF
THE H SHARES OF LANZHOU ZHUANGYUAN PASTURE CO., LTD.*
ON THE STOCK EXCHANGE OF HONG KONG LIMITED;
3. RESULTS OF THE SHARE BUY-BACK OFFER
AS AT THE FIRST CLOSING DATE: SHARE BUY-BACK OFFER HAVING
BECOME UNCONDITIONAL IN ALL RESPECTS;
AND
4. SHARE BUY-BACK OFFER TO REMAIN OPEN FOR ACCEPTANCES
Financial Adviser to the Company
Elstone Capital Limited
Independent Financial Adviser to the Independent H Shareholders
–1–
References are made to (i) the offer document (the “Offer Document”) of Lanzhou Zhuangyuan
Pasture Co., Ltd.* (the “ Company ” ) dated 6 June 2022; (ii) the update announcement (the
“Update Announcement”) of the Company dated 7 June 2022; (iii) the voluntary announcements
of the Company dated 27 June 2022 and 4 July 2022; and (iv) the poll results announcement (the
“Poll Results Announcement”) of the Company dated 29 June 2022 in relation to, among other
things, the Share Buy-back Offer and the Voluntary Withdrawal of Listing. Unless otherwise
defined, capitalized terms used herein shall have the same meanings as those defined in the Offer
Document and the Update Announcement.
RESULTS OF THE SHARE BUY-BACK OFFER AS AT THE FIRST CLOSING
DATE: SHARE BUY-BACK OFFER HAVING BECOME UNCONDITIONAL IN
ALL RESPECTS
Pursuant to the Poll Results Announcement, conditions (a), (b), (c) and (e) of the Share Buy-
back Offer and the Voluntary Withdrawal of Listing as set out in the Offer Document have been
fulfilled. As at the date of this announcement, conditions (f) and (g) have been fulfilled.
As at the date of this announcement, 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.
Accordingly, all H Shareholders are considered as Independent H Shareholders in respect of the
Share Buy-back Offer and the Voluntary Withdrawal of Listing.
As at 4:00 p.m. on the date of this announcement (i.e. the First Closing Date), valid acceptances of
the Share Buy-back Offer had been received in respect of 33,718,100 H Shares which represents
approximately 95.98% of the H Shares held by the Independent H Shareholders (being the total
number of H Shares in issue) and 14.51% the total issued share capital of the Company. As valid
acceptances of the Share Buy-back Offer, amounting to at least 90% of the H Shares held by the
Independent H Shareholders, have been received by the Company, condition (d) as to acceptances
of the Share Buy-back Offer has therefore been fulfilled. Accordingly, all the conditions of the
Share Buy-back Offer have now been fulfilled. As at the date of this announcement, the Share
Buy-back Offer and the Voluntary Withdrawal of Listing have become unconditional in all
respects.
Immediately before commencement of the Offer Period, the Company, the Directors and the
parties acting in concert with any of them, held 116,118,265 A Shares in total, representing
approximately 58.87% of the total number of A Shares in issue and approximately 49.97% of the
total issued share capital of the Company. Save for the aforesaid, the Company, the Directors and
the parties acting in concert with any of them did not hold, own, control or have direction over any
Shares or any other relevant securities (as defined in Note 4 to Rule 22 of the Takeovers Code).
–2–
During the Offer Period and up to the date of this announcement:
(a) save for the H Shares to be acquired under the Share Buy-back Offer, none of the Company,
the Directors and the parties acting in concert with any of them has acquired or agreed to
acquire any H Shares or the rights over H Shares; and
(b) none of the Company, the Directors and the parties acting in concert with any of them has
borrowed or lent any relevant securities (as defined in Note 4 to Rule 22 of the Takeovers
Code) of the Company.
SHARE BUY-BACK OFFER TO REMAIN OPEN FOR ACCEPTANCES
In compliance with Note (i) 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.
In compliance with Note (ii) to Rule 2.2 of the Takeovers Code, at least 14 days’ notice in writing
will be given before the Share Buy-back Offer is closed to the H Shareholders who have not
accepted the Share Buy-back Offer and the Independent H Shareholders will be reminded that
if they do not accept the Share Buy-back Offer 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. The latest time to receive acceptances under the
Share Buy-back Offer will be 4:00 p.m. on 18 August 2022.
Independent H Shareholders are advised to refer to the Offer Document and the Form of
Acceptance for details of acceptance procedures if they wish to accept the Share Buy-back Offer.
H Shareholders will be notified by way of an announcement of results of the Share Buy-back
Offer on 18 August 2022, being the Final Closing Date.
SETTLEMENT OF THE SHARE BUY-BACK OFFER
Pursuant to Rule 20.1 of the Takeovers Code, settlement in cash in respect of acceptances of
the Share Buy-back Offer will be made within seven (7) Business Days (as defined under the
Takeovers Code) following the later of the date on which the Share Buy-back Offer has become
or is declared unconditional and the date on which the H Shares are tendered for acceptance of
the Share Buy-back Offer. Relevant documents of title must 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, to render each acceptance of the Share Buy-back Offer complete
and valid. Remittances in respect of the H Shares tendered for acceptance and taken up by the
Company under the Share Buy-back Offer (after, if applicable, deducting the seller’s ad valorem
stamp duty arising therefrom) will be posted to the H Shareholders by ordinary post at their own
risk.
–3–
EXPECTED TIMETABLE
The expected timetable, as reproduced from the Offer Document, is set out below which is
indicative only and may be subject to changes. Any changes to the timetable will be announced
by the Company as soon as possible. Unless otherwise expressly stated, all references to dates and
times contained in this announcement refer to Hong Kong dates and times.
Event Time and Date
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 (Note 1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 August 2022
Last day of trading in the H Shares on the Stock Exchange . . . . . . . . . . . . . . . . . . .15 August 2022
Final Closing Date (Note 2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18 August 2022
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 2) . . . . . . . . . . . . . 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. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .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. 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.
2. 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.
–4–
* As the Share Buy-back Offer has become unconditional in all respects, such offer will be open for acceptance
for 28 days until the Final Closing Date, and Independent H Shareholders will be able to accept such offer by
the Final Closing Date (or the corresponding internal deadline set by your nominee agents if your H Share(s)
has/have been lodged with your licensed securities dealer or other registered dealer in securities or custodian
bank through CCASS).
NO RIGHT OF COMPULSORY ACQUISITION
The Company has no rights under the laws of the PRC and the Articles of Association of the
Company to compulsorily acquire the H Shares that are not tendered for acceptance pursuant to
the Share Buy-back Offer. Accordingly, Independent H Shareholders are reminded that if
they do not accept the Share Buy-back Offer 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.
Independent H Shareholders are reminded that the Share Buyback Offer will remain open for
acceptance until 4:00 p.m. on 18 August 2022.
VOLUNTARY WITHDRAWAL OF LISTING OF THE H SHARES
The Company has made an application to the Stock Exchange for, and the Stock Exchange has
approved, the Voluntary Withdrawal of Listing of the H Shares in accordance with Rule 6.15(2)
of the Listing Rules, subject to the Share Buy-back Offer becoming unconditional in all respects.
As at the date of this announcement, the Share Buy-back Offer has become unconditional in all
respects. The withdrawal of listing of the H Shares on the Stock Exchange will be effective from
9:00 a.m. on Tuesday, 30 August 2022.
–5–
WARNING
H Shareholders and potential investors of the Company are advised to 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.
By Order of the Board
Lanzhou Zhuangyuan Pasture Co., Ltd.*
Yao Gexian
Chairman
Lanzhou, the PRC, 21 July 2022
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
–6–
