1st proof (C: \\ \\ users \\ \\ graphic design PC \\ \\ onedrive – origohk. Com. \\ \\ temp backup \\ \\ 220061 lanzhouann \\ \\ c220061clanzhou) (19:13, 11 / 02 / 2022) (E > C) ([]) P.1 the Hong Kong Exchanges and Clearing Limited and the stock exchange of Hong Kong Limited are not responsible for the contents of this announcement, nor make any statement on its accuracy or completeness, and make it clear that, Shall not be liable for any loss arising from or reliance on all or any part of the contents of this notice. This announcement is for reference only and does not constitute an invitation or offer to acquire, purchase or subscribe for the securities of the company.
Lanzhou Zhuangyuan Pasture Co., Ltd.*
Lanzhou Zhuangyuan Pasture Co.Ltd(002910)
(a company limited by shares incorporated in the people’s Republic of China)
(Stock Code: 1533)
Made in accordance with section 3.7 of the takeovers code
Monthly update announcement
This announcement is made by Lanzhou Zhuangyuan Pasture Co.Ltd(002910) (“the company”) in accordance with Article 3.7 of the Hong Kong Code for mergers and acquisitions of Companies promulgated by the Hong Kong Securities and Futures Commission.
Reference is made to (I) the announcement of the company dated December 17, 2021 (the “announcement”), which relates to (including) the preliminary plan to repurchase all issued H shares (“H shares”) in the share capital of the company through a voluntary offer (the “possible share repurchase offer”) and if the possible share repurchase offer becomes unconditional, The voluntary application to revoke the listing status of H shares on the stock exchange of Hong Kong Limited, and (II) the company’s monthly update announcement dated 13 January 2022. Unless the context otherwise requires, the terms used in this announcement shall have the same meaning as those defined in the announcement. Progress of possible share repurchase offer
As stated in the announcement, in order to enable the company to transfer its funds to its account in Hong Kong, including the financing of possible share repurchase offer and the payment of intermediary fees and other expenses, the company will make the necessary registration with the relevant Chinese regulatory authorities and provide them with some required information about possible share repurchase offer (“remittance registration”).
1st proof (C: \\ \\ users \\ \\ graphic design PC \\ \\ onedrive – origohk. Com. \\ \\ temp backup \\ \\ 220061 lanzhouann \\ \\ c220061clanzhou) (19:13 11 / 02 / 2022) (E > C) ([]) p.2 the board of Directors hereby informs shareholders and potential investors that the company has held a board meeting on February 11, 2022, and the board of directors has made resolutions, including, Apply to the relevant Chinese regulatory authorities for the remittance amount of about HK $390.00 million, including the indicative total consideration of the possible share repurchase offer with a total amount of about HK $382.57 million, representing the minimum offer price of HK $10.89 per H share. This does not mean that if the company decides to make a possible share repurchase offer, it will increase the offer price beyond the above amount. For the avoidance of doubt, the above indicative amount is only the amount applied by the company for remittance registration. As of the date of this announcement, the company has not implemented the terms of the possible share repurchase offer. However, if a possible share repurchase offer is made, the offer price will not be less than HK $10.89 per H share. Monthly progress update
According to rule 3.7 of the acquisition code, the company will publish a monthly announcement (including this announcement) setting out the progress of the company’s possible share repurchase offer until the company announces the actual intention of making the offer or decides not to continue the offer according to rule 3.5 of the acquisition code. The company will make further announcements in due course or in accordance with the listing rules and / or the acquisition code, as the case may be.
There is no guarantee that the possible share repurchase offer mentioned in this announcement will be realized or finally completed, and the terms of the possible share repurchase offer need to be further considered by the company and discussed with its financial adviser. Shareholders and public investors should exercise caution when trading the company’s securities.
Accept the order of the board of directors
Lanzhou Zhuangyuan Pasture Co.Ltd(002910)
Chairman of the board of directors
Yao Gexian
Lanzhou, China, on February 11, 2022, on the date of this announcement, 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. The directors of the company are willing to jointly and severally assume full responsibility for the accuracy of the information contained in this announcement, and confirm after making all reasonable inquiries that, to their knowledge, the opinions expressed in this announcement have been made after careful and careful consideration, and there are no other facts omitted in this announcement that are sufficient to mislead any statement contained in this announcement.
