Securities code: 002910 securities abbreviation: Lanzhou Zhuangyuan Pasture Co.Ltd(002910) Announcement No.: 2022-006 Lanzhou Zhuangyuan Pasture Co.Ltd(002910)
Announcement of resolutions of the 10th meeting of the 4th board of directors
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete without false records, misleading statements or major omissions.
1、 Meetings of the board of directors
1. The tenth meeting of the Fourth Board of directors (hereinafter referred to as “the meeting”) of Lanzhou Zhuangyuan Pasture Co.Ltd(002910) (hereinafter referred to as “the company”) agreed by all directors to waive the meeting notice time requirement and issue the meeting notice on site. The meeting was temporarily convened by Mr. Yao Gexian, chairman of the company.
2. The meeting was held on February 11, 2022. The meeting was held by combining on-site voting and communication voting.
3. There were 9 directors who should attend the meeting, and 9 directors and their representatives actually attended and voted. Among them, director Lian Enzhong authorized entrusted director Yang Yi to attend and vote, and directors Yao Gexian, Ma Hongfu, Yang Yi and Zhang Qian participated in the on-site voting; Directors Zhang Yu, Wang Haipeng, Zhang Yubao and Sun Jian attended the meeting by means of communication voting. 4. Mr. Yao Gexian, chairman of the company, presided over the meeting, and members of the board of supervisors attended the meeting as nonvoting delegates.
5. The notice, convening and convening of this meeting comply with the company law of the people’s Republic of China and other laws, administrative regulations, departmental rules, normative documents and the relevant provisions of the Lanzhou Zhuangyuan Pasture Co.Ltd(002910) articles of association.
2、 Deliberations of the board meeting
1. Deliberated and passed the proposal on the progress of the company’s work related to the H-share repurchase and delisting plan
Voting: 9 in favor, 0 against, 0 abstention and 0 withdrawal
After full discussion, the meeting considered and adopted the following resolutions:
In order to complete the H-share repurchase and delisting plan, the total cost that the company needs to pay abroad is estimated to be about HK $
390.00 million, including the indicative total consideration of the H-share repurchase offer with a total amount of approximately HK $382.57 million, representing the lowest offer price of HK $10.89 per H-share, that is, if the H-share repurchase offer is made, the offer price will not be less than HK $10.89 per H-share. The company will register the above estimated amount with the relevant Chinese regulatory authorities.
3、 Documents for future reference
1. Resolution of the 10th meeting of the 4th board of directors of the company.
It is hereby announced.
Lanzhou Zhuangyuan Pasture Co.Ltd(002910) board of directors February 11, 2022
