庄园牧场：H股公告（英文）2022-08-04
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. UNCONDITIONAL 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. VOLUNTARY WITHDRAWAL OF LISTING OF
THE H SHARES OF LANZHOU ZHUANGYUAN PASTURE CO., LTD.*
ON THE STOCK EXCHANGE OF HONG KONG LIMITED; AND
3. LAST DAY OF TRADING
Financial Adviser to the Company
Elstone Capital Limited
Independent Financial Adviser to the Independent H Shareholders
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References are made to (i) the offer document of the Company dated 6 June 2022 (the “Offer
Document”); (ii) the update announcement of the Company dated 7 June 2022 (the “Update
Announcement”); (iii) the voluntary announcements of the Company dated 27 June 2022 and 4
July 2022; (iv) 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; and (v)
the announcement of the Company dated 21 July 2022 in relation to the Share Buy-back Offer
having become unconditional in all respects. Unless otherwise defined, capitalized terms used
herein shall have the same meanings as those defined in the Offer Document and the Update
Announcement.
WITHDRAWAL OF LISTING OF THE H SHARES AND LAST DAY OF TRADING
The Stock Exchange has approved the withdrawal of listing of the H Shares from the Stock
Exchange pursuant to Rule 6.15 of the Listing Rules. The last day of trading in the H Shares on
the Stock Exchange will be on Monday, 15 August 2022 and the listing of the H Shares on the
Stock Exchange will be withdrawn with effect from 9:00 a.m. on Tuesday, 30 August 2022. H
Shareholders will be notified by way of an announcement of results of the Share Buy-back Offer
on Thursday, 18 August 2022, being the Final Closing Date.
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
Last day of trading in the H Shares
on the Stock Exchange . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .15 August 2022
Final Closing Date (Note 1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 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 1) . . . . . . . . . . . . . 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
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Note:
1. 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.
* 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.
The copy of this announcement will be posted to the Independent H Shareholders.
By Order of the Board
Lanzhou Zhuangyuan Pasture Co., Ltd.*
Yao Gexian
Chairman
Lanzhou, the PRC, 3 August 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
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