Lanzhou Zhuangyuan Pasture Co., Ltd.* 蘭州莊園牧場股份有限公司 Lanzho 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 u Zhuangyua n P astu r e Co. , L td . * Lanzhou Zhuangyuan Pasture Co., Ltd.* 蘭州莊園牧場股份有限公司 Sole Sponsor Sole Global Coordinator Joint Bookrunners * For identication purposes only IMPORTANT IMPORTANT: If you are in any doubt about any of the contents of this prospectus, you should obtain independent professional advice. 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) GLOBAL OFFERING Number of Offer Shares under Global 35,130,000 H Shares (subject to the Offering: Over-allotment Option) Number of Hong Kong Public Offer Shares: 3,513,000 H Shares (subject to adjustment) Number of International Offer Shares: 31,617,000 H Shares (subject to adjustment and the Over-allotment Option) Maximum Offer Price: HK$7.83 per H Share (plus brokerage of 1.0%, SFC transaction levy of 0.0027% and Hong Kong Stock Exchange trading fee of 0.005% (payable in full in Hong Kong dollars on application, subject to refund)) Nominal value: RMB1.00 per H Share Stock code: 1533 Sole Sponsor Sole Global Coordinator Joint Bookrunners Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited and Hong Kong Securities Clearing Company Limited take no responsibility for the contents of this prospectus, 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 prospectus. A copy of this prospectus, having attached thereto the documents specified in the paragraph headed “Documents Delivered to the Registrar of Companies in Hong Kong and Available for Inspection” in Appendix VII to this prospectus, has been registered by the Registrar of Companies in Hong Kong as required by Section 342C of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Chapter 32 of the Laws of Hong Kong). The Securities and Futures Commission of Hong Kong and the Registrar of Companies in Hong Kong take no responsibility as to the contents of this prospectus or any other documents referred to above. We expect to determine the Offer Price by agreement with the Sole Global Coordinator (for itself and on behalf of the Underwriters), on the Price Determination Date. The Price Determination Date is expected to be on or around Thursday, 8 October 2015 and, in any event, not later than Monday, 12 October 2015. The Offer Price will be not more than HK$7.83 and is currently expected to be not less than HK$4.98 unless otherwise announced. Applicants for the Hong Kong Public Offer Shares are required to pay, on application, the maximum Offer Price of HK$7.83 for each Hong Kong Public Offer Share together with 1% brokerage, 0.0027% SFC transaction levy and 0.005% Hong Kong Stock Exchange trading fee, subject to refund if the Offer Price as finally determined should be lower than HK$7.83. The Sole Global Coordinator (for itself and on behalf of the Underwriters) with the consent of our Company, may reduce the number of Hong Kong Public Offer Shares being offered under the Global Offering and/or the indicative Offer Price range that is stated in this prospectus (which is HK$4.98 to HK$7.83 per Offer Share) at any time on or prior to the morning of the last day for the lodging of applications under the Hong Kong Public Offering. In such a case, a notice of the reduction in the indicative Offer Price range and/or the number of Offer Shares will be published in The Standard (in English) and the Hong Kong Economic Times (in Chinese) and on the website of the Hong Kong Stock Exchange at www.hkexnews.hk and our website at http://www.lzzhuangyuan.com not later than the morning of the day which is the last day for lodging applications under the Hong Kong Public Offering. Further details are set out in the sections headed “Structure and Conditions of the Global Offering” and “How to Apply for Hong Kong Public Offer Shares”. If, for whatever reason, we and the Sole Global Coordinator (for itself and on behalf of the Underwriters) are not able to agree on the Offer Price, the Global Offering will not proceed and will lapse immediately. Our Company is incorporated, and our operations are located, in the PRC. Potential investors should be aware of the differences in the legal, economic and financial systems between the PRC and Hong Kong and that there are different risk factors relating to investments in PRC-incorporated companies. Potential investors should also be aware that the regulatory framework in the PRC is different from the regulatory framework in Hong Kong and should take into consideration the different market nature of our H Shares. Such differences and risk factors are set out in the sections headed “Risk Factors”, “Appendix III – Taxation and Foreign Exchange”, “Appendix V – Summary of Principal PRC and Hong Kong Legal and Regulatory Provisions” and “Appendix IV – Summary of Articles of Association” in this prospectus. The obligations of the Hong Kong Underwriters under the Hong Kong Underwriting Agreement to subscribe for, and to procure applicants for the subscription for, Hong Kong Public Offer Shares are subject to termination by the Sole Global Coordinator (for itself and on behalf of the Hong Kong Underwriters) if certain grounds arise prior to 8:00 a.m. (Hong Kong time) on the day that trading in the H Shares commences on the Hong Kong Stock Exchange. Such grounds are set out in the section headed “Underwriting” in this prospectus. It is important that you refer to that section for further details. The Offer Shares have not been and will not be registered under the U.S. Securities Act or any state securities law in the United States and may not be offered, sold, pledged or transferred within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws. The Offer Shares are being offered and sold outside the United Sates in reliance on Regulation S under the U.S. Securities Act and the applicable laws of each jurisdiction where those offers and sales occur. * For identification purposes only 30 September 2015 EXPECTED TIMETABLE (1) Latest time to complete electronic applications under the White Form eIPO service through the designated website www.eipo.com.hk(4) .........................................11:30 a.m. on Thursday, 8 October 2015 Application lists open(2) ...............................................11:45 a.m. on Thursday, 8 October 2015 Latest time for lodging WHITE and YELLOW Application Forms and giving electronic application instructions to HKSCC(3) .....................12:00 noon on Thursday, 8 October 2015 Latest time to complete payment of White Form eIPO applications effecting internet banking transfer(s) or PPS payment transfer(s) ...............12:00 noon on Thursday, 8 October 2015 Application lists close(2) ..............................................12:00 noon on Thursday, 8 October 2015 Expected Price Determination Date(5) ....................................12:00 noon on Thursday, 8 October 2015 (i) Announcement of the Offer Price, the indication of the levels of interest in the International Offering, the results of applications in respect of the Hong Kong Public Offering and the results and basis of allotment under the Hong Kong Public Offering (with successful applicants’ identification document numbers, where applicable) to be published in The Standard (in English) and the Hong Kong Economic Times (in Chinese) on or before ......Wednesday, 14 October 2015 (ii) Results of allocations in the Hong Kong Public Offering (with successful applicants’ identification document numbers, where appropriate) to be available through a variety of channels as described in the section headed “How to Apply for the Hong Kong Public Offer Shares – Publication of Results” in this prospectus from ............Wednesday, 14 October 2015 (iii) A full announcement of the Hong Kong Public Offering containing (i) and (ii) above to be published on the website of the Hong Kong Stock Exchange at www.hkexnews.hk and the Company’s website at http://www.lzzhuangyuan.com ......Wednesday, 14 October 2015 Results of applications for the Hong Kong Public Offering will be available at www.iporesults.com.hk, with a “Search by ID” function from ..............................Wednesday, 14 October 2015 Despatch of H Share certificates in respect of wholly or partially successful applications pursuant to the Hong Kong Public Offering on or before(6) .................Wednesday, 14 October 2015 –i– EXPECTED TIMETABLE (1) Despatch of White Form e-Refund payment instructions/refund cheques in respect of wholly successful (if applicable) or wholly or partially unsuccessful applications pursuant to the Hong Kong Public Offering on or before(7) .................Wednesday, 14 October 2015 Dealings in H Shares on the Hong Kong Stock Exchange to commence on .........................................Thursday, 15 October 2015 (1) All times refer to Hong Kong local time, except otherwise stated. Details of the structure of the Global Offering, including its conditions, are set out in the section headed “Structure and Conditions of the Global Offering” in this prospectus. (2) If there is a “black” rainstorm warning or a tropical cyclone warning signal number eight or above in force in Hong Kong at any time between 9:00 a.m. and 12:00 noon on Thursday, 8 October 2015, the application lists will not open or close on that day. Further information is set out in the section headed “How to apply for Hong Kong Public Offer Shares – Effect of Bad Weather Conditions on the Opening of the Application Lists” in this prospectus.