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)
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THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION If you are in doubt as to any aspect of this circular or as to the action to be taken, you should consult your licensed securities dealer, bank manager, solicitor, professional accountant or other professional advisers. 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 the transferee or to the bank, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser or the 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) PROPOSED NON-PUBLIC ISSUANCE OF A SHARES UNDER SPECIFIC MANDATE, NOTICE OF THE 2020 FIRST EXTRAORDINARY GENERAL MEETING, NOTICE OF A SHAREHOLDERS’ CLASS MEETING AND NOTICE OF H SHAREHOLDERS’ CLASS MEETING A letter from the Board is set out on pages 4 to 22 of this circular. The Company will convene the EGM, A Shareholders’ Class Meeting and H Shareholders’ Class Meeting at 2:30 p.m. on Friday, 17 January 2020 at 26th Floor, Block B, Shanghui Building of Gansu Province, No. 601, Yanyuan Road, Chengguan District, Lanzhou City, Gansu Province, the PRC. Notice of EGM, 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 EGM, 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 EGM, 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 EGM, A Shareholders’ Class Meeting and H Shareholders’ Class Meeting or at any other adjourned meeting should you so wish. * For identification purpose only 31 December 2019 TABLE OF CONTENTS Page DEFINITIONS .......................................................... 1 LETTER FROM THE BOARD 1 INTRODUCTION .................................................... 4 2 PROPOSED NON-PUBLIC ISSUANCE OF A SHARES UNDER SPECIFIC MANDATE ....................................................... 5 3 FEASIBILITY REPORT ON THE USE OF PROCEEDS RAISED FROM THE NON-PUBLIC ISSUANCE OF A SHARES BY THE COMPANY ............... 16 4 REPORT ON THE USE OF PROCEEDS PREVIOUSLY RAISED ................ 17 5 REMEDIAL MEASURE OF THE DILUTION OF IMMEDIATE RETURN RESULTING FROM THE NON-PUBLIC ISSUANCE OF A SHARES AND RISK WARNING ....................................................... 17 6 ANNOUNCEMENT ON THE UNDERTAKINGS GIVEN BY THE CONTROLLING SHAREHOLDERS, THE DE FACTO CONTROLLER, THE DIRECTORS AND SENIOR MANAGEMENT IN RELATION TO THE REMEDIAL MEASURES ADOPTED FOR THE DILUTION OF IMMEDIATE RETURNS BY THE NON-PUBLIC ISSUANCE OF A SHARES BEING IMPLEMENTED APPROPRIATELY .................................................. 18 7 SHAREHOLDER RETURN PLAN FOR THE FORTHCOMING THREE YEARS (2020-2022) ....................................................... 18 8 AUTHORIZATION TO THE BOARD TO DEAL WITH THE RELEVANT MATTERS RELATING TO THE NON-PUBLIC ISSUANCE WITH FULL DISCRETION AT THE GENERAL MEETING ........................................... 19 9 AMENDMENTS TO THE RULES OF PROCEDURES FOR GENERAL MEETINGS . 21 10 THE EGM AND CLASS MEETINGS ..................................... 21 11 VOTING BY POLL AT EGM AND CLASS MEETINGS ....................... 22 12 RECOMMENDATION ................................................ 22 13 FURTHER INFORMATION ............................................ 22 APPENDIX I — PROPOSED REPORT ON THE USE OF PROCEEDS PREVIOUSLY RAISED ............................... I-1 APPENDIX II — PROPOSED FEASIBILITY REPORT ON THE USE OF PROCEEDS RAISED FROM THE NON-PUBLIC ISSUANCE OF A SHARES ...................................... II-1 APPENDIX III — PROPOSED REMEDIAL MEASURES OF DILUTION OF CURRENT RETURNS AND RISK WARNING ............. III-1 —i— TABLE OF CONTENTS Page APPENDIX IV — ANNOUNCEMENT ON THE UNDERTAKINGS GIVEN BY THE CONTROLLING SHAREHOLDERS, THE DE FACTO CONTROLLER, THE DIRECTORS AND SENIOR MANAGEMENT IN RELATION TO THE REMEDIAL MEASURES ADOPTED FOR THE DILUTION OF IMMEDIATE RETURNS BY THE NON-PUBLIC ISSUANCE OF A SHARES BEING IMPLEMENTED APPROPRIATELY .IV-1 APPENDIX V — SHAREHOLDER RETURN PLAN FOR THE FORTHCOMING THREE YEARS (2020-2022) ........................... V-1 APPENDIX VI — ANNOUNCEMENT ON ENGAGING THE SPECIFIC AUDIT AGENCY FOR THE NON-PUBLIC ISSUANCE OF A SHARES ........................................... VI-1 APPENDIX VII — AMENDMENTS TO THE RULES OF PROCEDURES FOR GENERAL MEETINGS ............................... VII-1 NOTICE OF THE 2020 FIRST EXTRAORDINARY GENERAL MEETING ........................... N-1 NOTICE OF A SHAREHOLDERS’ CLASS MEETING .......................... N-5 NOTICE OF H SHAREHOLDERS’ CLASS MEETING .......................... N-8 —ii— DEFINITIONS In this circular, unless context otherwise requires, the following expressions have the following meanings: “A Share(s)” the domestic-listed ordinary shares in the share capital of the Company with a nominal value of RMB1.00 each, which have been 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 2:45 p.m. on Friday, 17 January 2020 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 EGM or any adjournment thereof (whichever is the later) “Administrative Measures for the Administrative Measures for the Issuance of Securities by Issuance” Listed Companies “Articles of Association” the articles of association of the Company, as amended from time to time “Board” the board of directors of the Company “Board Meeting” the board meeting of the Company convened on Thursday, 5 December 2019 “Class Meetings” A Shareholders’ Class Meeting and H Shareholders’ Class Meeting “Company” Lanzhou Zhuangyuan Pasture Co., Ltd.* (蘭州莊園牧場股份 有限公司), a joint stock company established in the People’s Republic of China with limited liability and the H Shares of which have been listed on the main board of the Hong Kong Stock Exchange (Stock Code: 1533) and the A Shares of which have been listed on the Shenzhen Stock Exchange (Stock Code:002910) “Company Law” the Company Law of the People’s Republic of China “CSRC” China Securities Regulatory Commission “Director(s)” the director(s) of the Company * For identification purpose only —1— DEFINITIONS “EGM” or “Extraordinary the 2020 first extraordinary general meeting or any adjourned General Meeting” meeting to be held at 2:30 p.m. on Friday, 17 January 2020 at 26th Floor, Block B, Shanghui Building of Gansu Province, No. 601, Yanyuan Road, Chengguan District, Lanzhou City, Gansu Province, the PRC “H Shareholders’ Class Meeting” the class meeting of H Shareholders or any adjourned meeting to be held at 3:00 p.m. on Friday, 17 January 2020 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 Share(s)” overseas-listed foreign share(s) in the share capital of the company, with a nominal value of RMB1.00 each, which are listed on the Main Board of the Stock Exchange “H Shareholders” holders of H Shares “Hong Kong” the Hong Kong Special Administrative Region of the People’s Republic of China “HK dollars” Hong Kong dollars, the lawful currency of Hong Kong “Hong Kong Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited (as amended from time to time) “Hong Kong Stock Exchange” The Stock Exchange of Hong Kong Limited “Implementation Rules” the Implementation Rules for the Non-public Issuance of Stocks by Listed Companies “Latest Practicable Date” 31 December 2019, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained herein “Non-public Issuance” the proposed non-public issuance of not more than 38,000,000 or “Issuance” new A Shares by the Company “Notice of A Shareholders’ Class the notice convening the A Shareholders’ Class Meeting Meeting” “Notice of EGM” the notice convening the EGM “Notice of H Shareholders’ Class the notice convening the H Shareholders’ Class Meeting Meeting” —2— DEFINITIONS “PRC” the People’s Republic of China, for the purpose of this circular, excluding Hong Kong, the Macau Special Administrative Region of the People’s Republic of China and Taiwan “Regulation Questions