Lanzhou Zhuangyuan Pasture Co., Ltd.* 蘭州莊園牧場股份有限公司
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THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser. If you have sold or transferred all your shares in Lanzhou Zhuangyuan Pasture Co., Ltd.*, you should at once hand this circular and the accompanying form of proxy to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee. Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, 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 circular. Lanzhou Zhuangyuan Pasture Co., Ltd.* 蘭州莊園牧場股份有限公司 (A joint stock limited liability company incorporated in the People’s Republic of China) (Stock Code: 1533) TO CONSIDER THE RESOLUTION IN RELATION TO THE REPORT OF BOARD OF DIRECTORS FOR 2020, TO CONSIDER THE RESOLUTION IN RELATION TO THE REPORT OF INDEPENDENT DIRECTORS FOR 2020, TO CONSIDER THE RESOLUTION IN RELATION TO THE REPORT OF THE SUPERVISORY COMMITTEE FOR 2020, TO CONSIDER THE RESOLUTION IN RELATION TO THE ANNUAL REPORT AND ITS HIGHLIGHTS OF THE COMPANY FOR 2020, TO CONSIDER THE RESOLUTION IN RELATION TO THE REPORT OF INTERNAL CONTROL SELF-EVALUATION AND THE SELF-INSPECTION TABLE FOR THE IMPLEMENTATION OF THE INTERNAL CONTROL RULES FOR 2020, TO CONSIDER THE RESOLUTION IN RELATION TO THE PROFIT DISTRIBUTION PLAN FOR 2020, TO CONSIDER THE RESOLUTION IN RELATION TO THE SPECIAL REPORT ON THE DEPOSIT AND ACTUAL USE OF 2020 PROCEEDS RAISED OF THE COMPANY, TO CONSIDER THE RESOLUTION IN RELATION TO THE SPECIAL REPORT OF THE OCCUPATION OF NON-OPERATING CAPITAL AND THE TRANSACTION OF OTHER RELATED FUNDS FOR 2020 OF LANZHOU ZHUANGYUAN PASTURE CO., LTD., TO CONSIDER THE RESOLUTION IN RELATION TO THE FINAL FINANCIAL REPORT FOR 2020 OF THE COMPANY, TO CONSIDER THE RESOLUTION IN RELATION TO THE FINANCIAL BUDGET FOR 2021 OF THE COMPANY, TO CONSIDER THE RESOLUTION IN RELATION TO THE APPLICATION TO BANKS OF THE LIMITS OF COMPOSITE CREDIT FACILITIES FOR 2021, TO CONSIDER THE RESOLUTION IN RELATION TO THE PROJECTION OF THE GUARANTEE LIMIT OF THE COMPANY AND ITS HOLDING SUBSIDIARIES FOR 2021, TO CONSIDER THE RESOLUTION IN RELATION TO THE PURCHASE OF LIABILITY INSURANCE FOR DIRECTORS, SUPERVISORS AND SENIOR MANAGEMENT, TO CONSIDER THE RESOLUTION IN RELATION TO THE REAPPOINTMENT OF THE AUDITOR OF THE COMPANY FOR 2021, TO CONSIDER THE RESOLUTION IN RELATION TO THE ELECTION OF NON-INDEPENDENT DIRECTORS FOR THE FOURTH SESSION OF THE BOARD, TO CONSIDER THE RESOLUTION IN RELATION TO THE ELECTION OF INDEPENDENT DIRECTORS FOR THE FOURTH SESSION OF THE BOARD, TO CONSIDER THE RESOLUTION IN RELATION TO THE ELECTION OF NON-EMPLOYEE REPRESENTATIVE SUPERVISORS FOR THE FOURTH SESSION OF THE SUPERVISORY COMMITTEE, NOTICE OF AGM, NOTICE OF A SHAREHOLDERS’ CLASS MEETING AND NOTICE OF H SHAREHOLDERS’ CLASS MEETING The Company will convene the AGM, A Shareholders’ Class Meeting and H Shareholders’ Class Meeting at 2:30 p.m. on Tuesday, 29 June 2021 at 26th Floor, Block B, Shanghui Building of Gansu Province, No. 601, Yanyuan Road, Chengguan District, Lanzhou City, Gansu Province, the PRC. Notice of AGM, Notice of A Shareholders’ Class Meeting and Notice of H Shareholders’ Class Meeting are set out in this circular. If you intend to appoint a proxy to attend the AGM, A Shareholders’ Class Meeting and H Shareholders’ Class Meeting, you are required to complete and return the accompanying form of proxy in accordance with the instructions printed thereon. For holders of H Shares, the form of proxy should be returned to Union Registrars Limited and for holders of A Shares, the form of proxy should be returned to the Company’s head office in the PRC not less than 24 hours before the time fixed for holding the AGM, A Shareholders’ Class Meeting and H Shareholders’ Class Meeting or any adjourned meeting thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the AGM, A Shareholders’ Class Meeting and H Shareholders’ Class Meeting or at any other adjourned meeting should you so wish. * For identification purpose only 30 May 2021 CONTENTS Page DEFINITIONS .......................................................... 1 LETTER FROM THE BOARD ............................................. 3 APPENDIX I — RESOLUTION IN RELATION TO THE SPECIAL REPORT ON THE DEPOSIT AND ACTUAL USE OF 2020 PROCEEDS RAISED OF THE COMPANY .......................... I-1 APPENDIX II — BIOGRAPHICAL DETAILS OF NON-INDEPENDENT DIRECTORS UNDER THE RESOLUTION IN RELATION TO THE ELECTION OF NON-INDEPENDENT DIRECTORS FOR THE FOURTH SESSION OF THE BOARD ........... II-1 BIOGRAPHICAL DETAILS OF INDEPENDENT DIRECTORS UNDER THE RESOLUTION IN RELATION TO THE ELECTION OF INDEPENDENT DIRECTORS FOR THE FOURTH SESSION OF THE BOARD ................... II-6 BIOGRAPHICAL DETAILS OF THE NON-EMPLOYEE REPRESENTATIVE SUPERVISORS UNDER THE RESOLUTION IN RELATION TO THE ELECTION OF NON-EMPLOYEE REPRESENTATIVE SUPERVISORS FOR THE FOURTH SESSION OF THE SUPERVISORY COMMITTEE ...................................... II-10 NOTICE OF AGM ...................................................... N-1 NOTICE OF A SHAREHOLDERS’ CLASS MEETING .......................... N-6 NOTICE OF H SHAREHOLDERS’ CLASS MEETING .......................... N-8 —i— DEFINITIONS In this circular, unless the context otherwise requires, the following expressions shall have the following meanings: “AGM” the annual general meeting for 2020 or any adjourned meeting to be held by the Company at 26th Floor, Block B, Shanghui Building of Gansu Province, No. 601, Yanyuan Road, Chengguan District, Lanzhou City, Gansu Province, the PRC at 2:30 p.m. on Tuesday, 29 June 2021 “Articles” or the Articles of Association of the Company (as amended, “Articles of Association” modified or otherwise supplemented from time to time) “A Shares” Renminbi-denominated ordinary share(s) of the Company of RMB1.00 each, all of which are issued in the PRC, subscribed in Renminbi and listed on the Shenzhen Stock Exchange (stock code: 002910) “A Shareholders’ Class Meeting” the class meeting of A Shareholders or any adjourned meeting to be held at 3:00 p.m. on Tuesday, 29 June, 2021 at 26th Floor, Block B, Shanghui Building of Gansu Province, No. 601, Yanyuan Road, Chengguan District, Lanzhou City, Gansu Province, the PRC or immediately after the conclusion of the AGM or any adjournment thereof (whichever is the later) “A Share Offering” the Company’s initial public offering of 46,840,000 A Shares listed on the Shenzhen Stock Exchange, which has been completed on 31 October 2017 “Board of Directors” or “Board” the board of directors of the Company “Company” Lanzhou Zhuangyuan Pasture Co., Ltd.* (蘭州莊園牧場股份 有限公司), a joint stock limited company incorporated in the PRC, whose H Shares are listed on the Hong Kong Stock Exchange “Director(s)” director(s) of the Company “Executive Director(s)” executive director(s) of the Company “Group” the Company and its subsidiaries * For identification purpose only —1— DEFINITIONS “H Shareholders’ Class Meeting” the class meeting of H Shareholders or any adjourned meeting to be held at 3:30 p.m. on Tuesday, 29 June, 2021 at 26th Floor, Block B, Shanghui Building of Gansu Province, No. 601, Yanyuan Road, Chengguan District, Lanzhou City, Gansu Province, the PRC or immediately after the conclusion of the A Shareholders’ Class Meeting or any adjournment thereof (whichever is the later) “H Shares” overseas listed foreign shares in the Company’s share capital with a nominal value of RMB1.00 each, which are subscribed for and traded in Hong Kong dollars and listed on the Hong Kong Stock Exchange “Hong Kong” or “HK” the Hong Kong Special Administrative Region of the People’s Republic of China “Hong Kong Stock Exchange” The Stock Exchange of Hong Kong Limited “Independent Non-executive independent non-executive director(s) of the Company Director(s)” or “Independent Director(s)” “Latest Practicable Date” 27 May 2021, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained herein “Listing Rules” the Rules Governing the Listing of Securities on the Hong Kong Stock Exchange “Non-executive Director(s)” non-executive director(s) of the Company “Notice of AGM” the notice convening the AGM “Notice of A Shareholders’ Class the notice convening the A Shareholders’ Class Meeting Meeting” “Notice of H Shareholders’ Class the notice convening the H Shareholders’ Class Meeting Meeting” “PRC” or “China” the People’s Republic of China “Renminbi” or “RMB” Renminbi, the lawful currency of the PRC “Shareholder(s)” holder(s) of shares “Shares” shares in the share capital of the Company, with a nominal value of RMB1.00 each, comprising the Company’s A Shares and H Shares “Supervisor(s)” supervisor(s) of the Company “Supervisory Committee” the board of supervisors of the Company —2— LETTER FROM THE BOARD Lanzhou Zhuangyuan Pasture Co., Ltd.* 蘭州莊園牧場股份有限公司 (A joint stock limited liability company incorporated in the People’s Republic of China) (Stock Code: 1533) Executive Directors: Registered office in the PRC: Mr. Ma Hongfu Sanjiaocheng Village Mr. Wang Guofu Sanjiaocheng Town Ms. Zhang Qianyu Yuzhong County Non-executive Director: Lanzhou, Gansu Mr. Yap Kean Chong PRC Independent Non-executive Directors: Principal place of business and Ms. Liu Zhijun head office in the PRC: Mr. Zhao Xinmin 25th-26th Floors, Block B Mr. Wong Cho Hang Stanley Shanghui Building of Gansu Province No. 601, Yanyuan Road Chengguan District Lanzhou City, Gansu Province PRC Principal place of business in Hong Kong: Unit 2703, 27/F Shui On Centre Nos.