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    2319   KYG210961051

CHINA MENGNIU DAIRY COMPANY LIMITED

(2319)
  Report
Delayed Hong Kong Stock Exchange  -  04:08 2022-10-07 am EDT
32.00 HKD   -1.99%
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China Mengniu Dairy : Announcements and Notices - JOINT ANNOUNCEMENT - (1) PRE-CONDITIONAL PRIVATIZATION OF YASHILI BY STAR FUTURE INVESTMENT COMPANY LIMITED BY WAY OF A SCHEME OF ARRANGEMENT (UNDER SECTION 86 OF THE COMPANIES ACT) AND PROPOSED WITHDRAWAL OF LISTING OF YASHILI AND (2) THE DISPOSAL OF DANONE SHANGHAI''S ENTIRE INTEREST IN THE CHILLED BUSINESS JVs TO INNER MONGOLIA MENGNIU, THE DISPOSAL OF DUMEX CHINA BY YASHILI GUANGDONG TO DANONE APAC AND THE DISPOSAL OF DANONE NUTRITION''S ENTIRE INTERESTS

07/27/2022 | 10:54am EDT

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, subscribe for or otherwise deal in the securities of Mengniu, the Offeror or Yashili nor is it a solicitation of any vote or approval in any jurisdiction. This announcement is not for release, publication or distribution in or into any jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction.

CHINA MENGNIU DAIRY COMPANY LIMITED

中 國 蒙 牛 乳 業 有 限 公 司*

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 2319)

Star Future Investment Company Limited

星萊投資有限公司

(Incorporated in Hong Kong with limited liability)

JOINT ANNOUNCEMENT

  1. PRE-CONDITIONALPRIVATIZATION OF YASHILI BY STAR FUTURE INVESTMENT COMPANY LIMITED BY WAY OF A SCHEME OF ARRANGEMENT (UNDER SECTION 86 OF THE

COMPANIES ACT) AND PROPOSED WITHDRAWAL OF LISTING

OF YASHILI

AND

  1. THE DISPOSAL OF DANONE SHANGHAI'S ENTIRE INTEREST IN THE CHILLED BUSINESS JVs TO INNER MONGOLIA MENGNIU, THE DISPOSAL OF DUMEX CHINA BY YASHILI GUANGDONG TO
    DANONE APAC AND THE DISPOSAL OF DANONE NUTRITION'S
    ENTIRE INTERESTS IN YASHILI TO MENGNIU

MONTHLY UPDATE

Financial Adviser to the Offeror and Mengniu

The Hongkong and Shanghai Banking Corporation Limited

- 1 -

References are made to the announcement dated May 6, 2022 (the "Joint Announcement") jointly issued by China Mengniu Dairy Company Limited ("Mengniu"), Star Future Investment Company Limited (the "Offeror") and Yashili International Holdings Ltd ("Yashili"), in relation to, among other things, the Proposed Transactions and the Privatization Proposal, the announcement dated May 27, 2022 jointly issued by Mengniu, the Offeror and Yashili in relation to the extension of time for despatch of the Scheme Document, the announcement dated June 27, 2022 jointly issued by Mengniu, the Offeror and Yashili in relation to updates on the Privatization Proposal, and the announcement dated June 30, 2022 issued by Yashili in relation to delay in despatch of the circular containing, among other things, details of the Proposed Transactions (the "Special Deals Circular"). Unless otherwise specified, capitalized terms used in this announcement shall have the same meanings as those defined in the Joint Announcement.

As stated in the Joint Announcement, the making of the Privatization Proposal is, and the implementation of the Privatization Proposal and the Scheme will be, subject to the satisfaction of the Scheme Pre-Conditions by the Pre-Conditions Long Stop Date. Since the date of the Joint Announcement, steps have been taken in relation to the fulfilment of the Scheme Pre-Conditions. Yashili and other relevant working parties have been preparing and finalizing the information to be included in the Special Deals Circular. As of the date of this announcement, none of the Scheme Pre-Conditions has been fulfilled.

Further announcement(s) will be made as soon as practicable and when appropriate after the Scheme Pre-Conditions have been satisfied.

- 2 -

WARNING: The respective shareholders and potential investors of Yashili and Mengniu should be aware that the making of the Privatization Proposal is subject to the Scheme Pre-Conditions, and therefore the Privatization Proposal is a possibility only and may or may not be made. The respective shareholders and potential investors of Yashili and Mengniu should therefore exercise caution when dealing in the securities of Yashili and Mengniu. In addition, completion of the Privatization Proposal and the Scheme is subject to the Scheme Pre-Conditions and the Scheme Conditions as set out in the Joint Announcement being satisfied (or, where applicable, waived) and therefore the Privatization Proposal and the Scheme may or may not become unconditional and may or may not be completed. Persons who are in doubt as to the action they should take should consult their stockbroker, bank manager, solicitor or other professional advisers.

By order of the board of directors of

By order of the board of directors of

CHINA MENGNIU DAIRY COMPANY LIMITED

Yashili International Holdings Ltd

中國蒙牛乳業有限公司*

雅士利國際控股有限公司

Jeffrey, Minfang Lu

Yan Zhiyuan

Chief Executive Officer and

Chief Executive Officer and

Executive Director

Executive Director

By order of the board of directors of

Star Future Investment Company Limited

星萊投資有限公司

Kwok Wai Cheong

Director

Hong Kong, July 27, 2022

As at the date of this announcement, the Mengniu Board comprises: Mr. Jeffrey, Minfang Lu, Ms. Wang Yan and Mr. Zhang Ping as executive directors; Mr. Chen Lang, Mr. Wang Xi and Mr. Simon Dominic Stevens as non-executive directors; and Mr. Yih Dieter (alias Yih Lai Tak, Dieter), Mr. Li Michael Hankin and Mr. Ge Jun as independent non-executive directors.

The Mengniu Directors jointly and severally accept full responsibility for the accuracy of the information contained in this announcement (other than that relating to the Yashili Group) and confirm, having made all reasonable inquiries, that to the best of their knowledge, opinions expressed in this announcement (other than those expressed by the Yashili Directors) have been arrived at after due and careful consideration and there are no other facts not contained in this announcement, the omission of which would make any statement in this announcement misleading.

As at the date of this announcement, the board of directors of the Offeror comprises: Mr. Kwok Wai Cheong and Mr. Fung Kwun Sum.

- 3 -

The directors of the Offeror jointly and severally accept full responsibility for the accuracy of the information contained in this announcement (other than that relating to the Mengniu Group, except for that relating to the Offeror) and confirm, having made all reasonable inquiries, that to the best of their knowledge, opinions expressed in this announcement (other than those expressed by the Mengniu Directors and the Yashili Directors) have been arrived at after due and careful consideration and there are no other facts not contained in this announcement, the omission of which would make any statement in this announcement misleading.

As at the date of this announcement, the Yashili Board comprises: Mr. Jeffrey, Minfang Lu (Chairman of Yashili), Mr. Qin Peng, Mr. Zhang Ping and Mr. Gu Peiji (alias Philip Gu) as non-executive directors; Mr. Yan Zhiyuan as executive director; and Mr. Mok Wai Bun Ben, Mr. Cheng Shoutai and Mr. Lee Kong Wai Conway as independent non-executive directors.

The Yashili Directors jointly and severally accept full responsibility for the accuracy of the information contained in this announcement (other than that relating to the Mengniu Group, except for that relating to the Yashili Group) and confirm, having made all reasonable inquiries, that to the best of their knowledge, opinions expressed in this announcement (other than those expressed by the Mengniu Directors and the directors of the Offeror) have been arrived at after due and careful consideration and there are no other facts not contained in this announcement, the omission of which would make any statement in this announcement misleading.

*  For identification purpose only

- 4 -

Disclaimer

China Mengniu Dairy Company Limited published this content on 27 July 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 27 July 2022 14:53:04 UTC.


© Publicnow 2022
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Sales 2022 96 240 M 13 527 M 13 527 M
Net income 2022 6 098 M 857 M 857 M
Net Debt 2022 13 400 M 1 883 M 1 883 M
P/E ratio 2022 19,1x
Yield 2022 1,57%
Capitalization 115 B 16 123 M 16 123 M
EV / Sales 2022 1,33x
EV / Sales 2023 1,17x
Nbr of Employees 44 277
Free-Float 76,8%
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Number of Analysts 28
Last Close Price 29,00 CNY
Average target price 43,65 CNY
Spread / Average Target 50,5%
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Min Fang Lu Chief Executive Officer & Executive Director
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