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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.
Lanzhou Zhuangyuan Pasture Co., Ltd.*
蘭州莊園牧場股份有限公司
(Ajoint stock limited liability company incorporated in the People’s Republic of China)
(Stock code: 1533)
(1)ANNOUNCEMENT PURSUANT TO RULE 3.7 OFTHE TAKEOVERS CODE,
RULE 13.09 OFTHE LISTING RULES
AND
INSIDE INFORMATION PROVISIONS UNDER PART XIVAOF
THE SECURITIESAND FUTURES ORDINANCE
(2) RESUMPTION OFTRADING IN THE H SHARES OF
LANZHOU ZHUANGYUAN PASTURE CO., LTD.*
This announcement is made by Lanzhou Zhuangyuan Pasture Co., Ltd.*（蘭州莊園牧場股份有限
公司）(the “Company”) pursuant to Rule 13.09(1) of the Rules Governing the Listing of Securities
on The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) (the “Listing Rules”),
Rule 3.7 of The Code on Takeovers and Mergers (the “Takeovers Code”) issued by the Securities
and Futures Commission of Hong Kong and the Inside Information Provisions (as defined under the
Listing Rules) under Part XIVA of the Securities and Futures Ordinance (Chapter 571 of the Laws
of Hong Kong).
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A board meeting was held on 17 December 2021, whereby the board (the “Board”) of directors
(the “Directors”) of the Company has resolved, among other matters, to approve the preliminary
proposal of a possible repurchase of all the issued H shares in the share capital of the Company (the
“H Shares”) by way of a voluntary cash offer (the “Possible Share Buy-back”) and to authorise
the Directors to carry out the relevant planning and preliminary preparation works. The Possible
Share Buy-back will be subject to relevant regulatory conditions in the People’s Republic of China
(“PRC”, for the purposes of this announcement, excluding Hong Kong Special Administrative
Region of the PRC (“Hong Kong”), Macau SpecialAdministrative Region of the PRC and Taiwan)
and Hong Kong. In order for the Company to transfer its funds for, amongst others, financing the
Possible Share Buy-back and the payment of professional fees and other expenses to its account(s)
in Hong Kong, the Company will apply for the required registration with the relevant PRC authority
and provide certain required information of the Possible Share Buy-back to such authority.As at the
date of this announcement, the Company is in the course of preparing the required information for
the registration.
The Possible Share Buy-back, which may or may not proceed, will be subject to, among others,
the completion and/or obtaining of the registration(s), approval(s) and filing procedures with the
relevant regulatory authorities in the PRC and compliance with the applicable requirements under
the Listing Rules, the Takeovers Code and the Code on Share Buy-backs issued by the Securities
and Futures Commission of Hong Kong, including but not limited to the obtaining of approvals of
shareholders of the Company (the “Shareholders”). If the Possible Share Buy-back proceeds and
becomes unconditional, the Company intends to apply to the Stock Exchange for the withdrawal of
listing of the H Shares from the Stock Exchange, subject to the Possible Share Buy-back becoming
unconditional in all respects (the “Possible Withdrawal of H-Share Listing”).
As at the date of this announcement, taking into account, among others, (i) the low trading volume
and limited liquidity of the H Shares has rendered it difficult for H Shareholders to execute
substantial disposals without adversely affecting the price of the H Shares, and rendered it difficult
for the Company to obtain offshore financing effectively, and (ii) the Possible Withdrawal of H-Share
Listing being expected to enable the Company to save cost and expenses associated with regulatory
compliance, the Directors believe that the Possible Share Buy-back Offer and the Possible
Withdrawal of H-Share Listing will be beneficial to the Company and the Shareholders as a whole.
SECURITIES OF THE COMPANY
In compliance with Rule 3.8 of the Takeovers Code, as at the date of this announcement, the Company
has a total issued share capital of 35,130,000 H Shares and 197,251,032 A shares. Save for the
abovementioned shares, the Company has no other relevant securities (as de
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