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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)
Continuing connected transactions –
(1) Raw milk purchase agreement;
(2) Silage and oat grass purchase agreement; and
(3) Dairy products sales agreement
Continuous connected transactions refer to the meeting of the board of directors held by the company on December 30, 2021, at which the board of directors passed a resolution on Approving the forecast of daily connected transactions in 2022 and agreed to propose to (I) Tianmu dairy; (II) Nongken Jinchang; And (III) the respective transactions of Gansu Agricultural Reclamation group. On January 18, 2022, the company announced that it would enter into: (I) raw milk purchase agreement for the year ended December 31, 2022; (II) silage and oat grass purchase agreement; And (III) dairy products sales agreement.
Meaning of Listing Rules (1) raw milk purchase agreement
As at the date of this announcement, Gansu Nongken assets has an interest in 37931665 A shares, accounting for about 19.2% of the total A shares and (I) the total number of issued A-Shares respectively; And (II) 16.3% of the total number of issued A-Shares and H shares. Tianmu dairy is a fellow subsidiary of the holding company of Gansu Agricultural Reclamation assets. Therefore, according to Chapter 14A of the listing rules, Tianmu dairy is the contact person of the company’s connected persons. The transactions to be conducted under the raw milk purchase agreement constitute the continuous connected transactions of the company in accordance with Chapter 14A of the listing rules.
Since the applicable percentage rate of one or more of the relevant annual caps of the raw milk purchase agreement exceeds 5%, according to Chapter 14A of the listing rules, the continuous connected transactions to be carried out under the raw milk purchase agreement must comply with the reporting, announcement and approval requirements of independent shareholders.
A copy containing (including) (I) details of the raw milk purchase agreement; (II) recommendation letter of the Independent Board Committee; (III) letter of opinion from the independent financial adviser to the independent board committee and independent shareholders; And (IV) the Circular of the notice of the extraordinary general meeting will be sent to the shareholders on or before February 11, 2022 in accordance with the listing rules. (2) Silage and oat grass purchase agreement
Nongken Jinchang is a wholly-owned subsidiary of Gansu Nongken group. Gansu Nongken group is the controlling shareholder and has interests in 68826365 A shares, accounting for (I) the total number of issued A-Shares respectively; And (II) 34.9% and 29.62% of the total number of issued A-Shares and H shares. Therefore, according to Chapter 14A of the listing rules, Nongken Jinchang is the contact person of the company’s connected persons. According to Chapter 14A of the listing rules, the transactions proposed under the silage and oat grass Purchase Agreement constitute the continuous connected transactions of the company.
Since the applicable percentage rate of the relevant annual upper limit of the silage and oat grass purchase agreement exceeds 0.1% but is less than 5%, according to Chapter 14A of the listing rules, the continuous connected transactions proposed under the silage and oat grass purchase agreement must comply with the reporting, announcement and annual audit requirements, However, it is exempted from the circular (including independent financial opinions) and the approval requirements of independent shareholders. (3) Dairy sales agreement
Gansu Nongken group is the controlling shareholder and has interests in 68826365 A shares, accounting for (I) the total number of issued A-Shares respectively; And (II) 34.9% and 29.62% of the total number of issued A-Shares and H shares. Therefore, according to Chapter 14A of the listing rules, Gansu Nongken group is a connected person of the company. According to Chapter 14A of the listing rules, the transactions proposed under the dairy products sales agreement constitute the continuous connected transactions of the company.
Since the applicable percentage rate of the relevant annual upper limit of the dairy sales agreement exceeds 0.1% but is less than 5%, according to Chapter 14A of the listing rules, the continuous connected transactions proposed under the dairy sales agreement must comply with the reporting, announcement and annual audit requirements, but are exempted from the requirements of the circular (including independent financial opinions) and the approval of independent shareholders.
We refer to the meeting of the board of directors held by the company on December 30, 2021, at which the board of directors passed a resolution on Approving the forecast of daily connected transactions in 2022 and agreed to propose to (I) Tianmu dairy; (II) Nongken Jinchang; And (III) the respective transactions of Gansu Agricultural Reclamation group. (1) raw milk purchase agreement; (2) Silage and oat grass purchase agreement; And (3) main terms of the dairy products sales agreement: (1) raw milk purchase agreement
Date: January 18, 2022
Contracting parties: (1) the company (for itself and on behalf of its subsidiaries); and
(2) Tianmu dairy
Term: from January 18, 2022 to December 31, 2022.
Prerequisite: obtain the approval of independent shareholders at the extraordinary general meeting
Subject matter: the raw milk purchase agreement is a general agreement regulating the group’s purchase of raw milk from Tianmu dairy. According to the raw milk purchase agreement, the group agreed to purchase raw milk from Tianmu dairy, and Tianmu dairy agreed to sell raw milk to the group.
The group and Tianmu dairy will enter into a separate purchase order for each purchase, which will specify the price and quantity of each purchase, provided that the terms of the order are consistent with the raw milk purchase agreement.
Pricing policy: the price of raw milk shall be based on the current market price determined according to the following: (I) comparing the prices obtained from at least three independent third-party suppliers of the same or similar products in the same period; And (II) after considering the raw milk supply in the industry, regularly evaluate the market price charged by other industry participants in Gansu Province and Ningxia for long-term raw milk supply.
As a general principle, the terms of each purchase order (including price and payment terms) will be agreed by the group and Tianmu dairy after fair negotiation in accordance with the general commercial terms, and the terms provided to the group will not be inferior to those provided to the group by an independent third party for the same or similar products.
Payment terms: as set out in the purchase order between the group and Tianmu dairy. The final purchase amount of each month shall be calculated on or before the 15th day of the following month. Tianmu dairy shall issue an invoice containing the final amount to the group five days before the payment date. If the invoice is not provided in time, the amount of the invoice provided is incorrect or unconfirmed, the payment time will be delayed, and the resulting losses shall be borne by Tianmu dairy. If the payment date is a holiday, the payment date will be postponed accordingly.
Historical amount for the year ended December 31, 2021, the historical amount paid by the group to Tianmu dairy for the purchase of raw milk is as follows:
RMB thousand (Unaudited) for the year ended December 31, 2021 The annual cap and determination basis of historical transaction amount 133610 the following table sets out the proposed annual cap of the price payable by the group to Tianmu dairy for the purchase of raw milk for the year ended 31 December 2022:
The annual ceiling of RMB 200000 for the year ended December 31, 2022. In determining the annual ceiling, the directors have considered as a whole: (a) the historical amount of raw milk procurement; (b) The current market price of raw milk; And (c) the group’s expected market demand for raw milk during the period of the raw milk purchase agreement for the year ended December 31, 2022. The reasons and benefits of the transaction under the raw milk purchase agreement are as set out in the company’s announcement on (including) non-public offering of A-Shares dated December 22, 2020. Gansu Nongken assets subscribed 37931665 A shares, accounting for 19.1% and 16.2% of the total issued A-Shares and the total issued A-Shares and H shares respectively. Therefore, Gansu Agricultural Reclamation assets become the main shareholder. As a major shareholder, Gansu Nongken assets has given priority to meeting the group’s demand for high-quality raw milk. According to the announcement of the company dated May 15, 2020, due to the completion of the reconstruction and expansion project of the company’s daily processing of 600 tons of liquid milk, the production capacity of the group’s dairy products has increased and the demand for raw milk has increased accordingly. Nevertheless, the group’s main source of raw milk did not provide sufficient supply. Therefore, taking into account the group’s future business plan, the group aims to purchase raw milk from Tianmu dairy, a relatively large-scale and more experienced raw milk supplier. Therefore, the supply of raw milk will be more stable and the quality will be more guaranteed. The company believes that the group purchases raw milk from Tianmu dairy in the daily and general business process of the group according to the business needs of the group. Based on the above, the directors (excluding the independent non-executive directors who will express their opinions in the circular) believe that the raw milk purchase agreement and the transactions to be carried out under it (including the annual cap) are entered into in the daily and general business process of the group according to the general commercial terms determined by the parties through fair negotiation, and the terms and annual cap are fair and reasonable, The conclusion of the raw milk purchase agreement is in the overall interests of the company and independent shareholders. (2) Silage and oat grass purchase agreement
Date: January 18, 2022
Contracting parties: (1) the company (for itself and on behalf of its subsidiaries); and
(2) Nongken Jinchang
Term: from January 18, 2022 to December 31, 2022.
Subject matter: the silage and oat grass purchase agreement is a general agreement regulating the group’s purchase of silage and oat grass from Nongken Jinchang. According to the silage and oat grass purchase agreement, the group agrees to purchase silage and oat grass from Nongken Jinchang, and Nongken Jinchang agrees to sell silage and oat grass to the group when required by the group and according to the harvest time (in terms of silage, it depends on the composition of silage).
Purchase of materials (enter into relevant purchase orders), which will specify the price and quantity of each purchase
