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    2319   KYG210961051

CHINA MENGNIU DAIRY COMPANY LIMITED

(2319)
  Report
Delayed Hong Kong Stock Exchange  -  04:08 2022-09-28 am EDT
31.85 HKD   -1.09%
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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 PROPOSED TRANSACTIONS - POLL RESULTS OF THE EXTRAORDINARY GENERAL MEETING OF YASHILI HELD ON AUGUST 16, 2022 AND UPDATE ON THE SCHEME PRE-CONDITIONS AND THE SCHEME CONDITION

08/16/2022 | 07:24am 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

POLL RESULTS OF THE EXTRAORDINARY GENERAL

MEETING HELD ON AUGUST 16, 2022

AND

UPDATE ON THE SCHEME PRE-CONDITIONS AND THE

SCHEME CONDITION

Financial Adviser to the Offeror and Mengniu

The Hongkong and Shanghai Banking Corporation Limited

- 1 -

References are made to (i) the announcement dated May 6, 2022 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 "Joint Announcement"), the announcement jointly issued by Mengniu, the Offeror and Yashili dated May 27, 2022 in relation to the extension of time for despatch of the Scheme Document, and the announcements dated June 27, 2022 and July 27, 2022 jointly issued by Mengniu, the Offeror and Yashili in relation to updates on the Privatization Proposal; and (ii) the circular dated July 29, 2022 issued by Yashili in relation to 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 Special Deals Circular and the Joint Announcement.

POLL RESULTS OF THE EGM

At the EGM of Yashili held at 11/F, East Tower, Poly Development Plaza, 832 Yuejiang Road Central, Haizhu District, Guangzhou City, Guangdong Province, the PRC on Tuesday, August 16, 2022 at 10:00 a.m., the voting on the proposed resolutions as set out in the notice of the EGM dated July 29, 2022 was taken by poll. The poll results are as follows:

Ordinary Resolutions

Number of Votes (%)

For

Against

1.

"THAT the Chilled Business JVs Acquisition

711,062,709

0

(which constitutes a special deal) pursuant to

(100.00%)

(0.00%)

the Chilled Business SPA, the transactions

contemplated thereunder, and all actions taken or

to be taken by the Company and/or its subsidiaries

pursuant to or incidental to the Chilled Business

SPA, be and are hereby approved; and any one

director of the Company or any two directors of

the Company, if the affixation of the common seal

is necessary, be and is/are hereby authorized for

and on behalf of the Company to do all such things

and exercise all powers which he/they consider(s)

necessary, desirable or expedient in connection

with, or to implement or give effect to, the Chilled

Business SPA and the transactions contemplated

thereunder, including, without limitation, the

execution, amendment, supplement, delivery,

waiver, submission and implementation of any

further documents or agreements."

- 2 -

Ordinary Resolutions

Number of Votes (%)

For

Against

2.

"THAT the Dumex China Disposal (which

711,062,709

0

constitutes a major and connected transaction

(100.00%)

(0.00%)

of the Company under the Listing Rules and a

special deal) pursuant to the Dumex China SPA,

the transactions contemplated thereunder, and all

actions taken or to be taken by the Company and/

or its subsidiaries pursuant to or incidental to the

Dumex China SPA, be and are hereby approved;

and any one director of the Company or any two

directors of the Company, if the affixation of the

common seal is necessary, be and is/are hereby

authorized for and on behalf of the Company to do

all such things and exercise all powers which he/

they consider(s) necessary, desirable or expedient

in connection with, or to implement or give effect

to, the Dumex China SPA and the transactions

contemplated thereunder, including, without

limitation, the execution, amendment, supplement,

delivery, waiver, submission and implementation of

any further documents or agreements."

3.

"THAT the 25% Yashili Acquisition (which

711,062,709

0

constitutes a special deal) pursuant to the 25%

(100.00%)

(0.00%)

Yashili Acquisition SPA, the transactions

contemplated thereunder, and all actions taken or

to be taken by the Company and/or its subsidiaries

pursuant to or incidental to the 25% Yashili

Acquisition SPA, be and are hereby approved;

and any one director of the Company or any two

directors of the Company, if the affixation of the

common seal is necessary, be and is/are hereby

authorized for and on behalf of the Company to do

all such things and exercise all powers which he/

they consider(s) necessary, desirable or expedient

in connection with, or to implement or give effect

to, the 25% Yashili Acquisition SPA and the

transactions contemplated thereunder, including,

without limitation, the execution, amendment,

supplement, delivery, waiver, submission and

implementation of any further documents or

agreements."

- 3 -

As a majority of the votes were cast in favor of each of the resolutions numbered 1 to 3, all resolutions were duly passed as ordinary resolutions.

As at the date of the EGM, the total number of Shares of Yashili was 4,745,560,296 Shares. As disclosed in the Special Deals Circular, Mengniu International and Danone Nutrition, substantial shareholders of Yashili holding 2,422,117,713 and 1,186,390,074 Shares respectively (representing approximately 51.04% and 25.00% of Shares respectively), were required to, and did, abstain from voting on all of the resolutions above at the EGM in accordance with the Listing Rules and the Takeovers Code. Members of the HSBC Group which are required to abstain from voting have abstained from voting at the EGM on the above resolutions. The total number of Shares entitling the Independent Shareholders to attend and vote for or against the resolutions above at the EGM was 1,137,032,509 Shares, representing approximately 23.96% of Shares, which included the Shares owned by exempt principal traders within the HSBC Group, who did not exercise the voting rights attached to the Shares held by them in respect of the resolutions above at the EGM, in accordance with the requirements of Rule 35.4 of the Takeovers Code. Save as disclosed above, no other shareholder of Yashili was required under the Listing Rules and the Takeovers Code to abstain from voting at the EGM.

No shareholder of Yashili was entitled to attend and abstain from voting in favor of the resolutions at the EGM as set out in Rule 13.40 of the Listing Rules, nor did any shareholder of Yashili state their intention in the Special Deals Circular to vote against the resolutions at the EGM.

The attendance of Yashili Directors at the EGM is as follows:

(a). The EGM was chaired by Mr. Lee Kong Wai Conway, an independent non-executive director of Yashili, who attended the EGM in person;

(b). Mr. Yan Zhiyuan and Mr. Gu Peiji (alias Philip Gu) attended the EGM in person; and

(c). all other members of the Yashili Board attended the EGM by electronic means.

Yashili's branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, acted as the scrutineer for the poll at the EGM.

FULFILLMENT OF THE SCHEME PRE-CONDITIONS

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, conditional upon the Scheme Pre-Conditions having been satisfied on or before the Pre-Conditions Long Stop Date.

- 4 -

On August 11, 2022, the Executive has conditionally granted its consent to each of the Proposed Transactions (i.e. the Chilled Business JVs Acquisition, the Dumex China Disposal, and the 25% Yashili Acquisition), subject to each of the Proposed Transactions being approved by a vote of the independent shareholders of Yashili at a special general meeting of Yashili.

As approval by the Independent Shareholders in respect of each of the Proposed Transactions has been obtained at the EGM, Scheme Pre-Conditions (a) and (c) have been fulfilled. As of the date of this announcement, the remaining Scheme Pre-Condition (b) of completion of the 25% Yashili Acquisition has not been fulfilled. Mengniu and Danone will continue to work towards satisfaction of the remaining Scheme Pre-Condition (b).

Further announcement(s) in relation to the status of the Privatization Proposal and the Scheme will be made in accordance with the Listing Rules and the Takeovers Code.

AMENDMENT TO THE SCHEME CONDITION

With reference to Scheme Condition (a), the Companies (Amendment) Act, 2021 (the "Amendment Act") was gazetted in the Cayman Islands on December 16, 2021. Pursuant to the Amendment Act, a new section 86(2A) of the Companies Act will apply to members' schemes (for instance the Scheme) and will provide that:

"If seventy-five per cent in value of the members or class of members, as the case may be, present and voting either in person or by proxy at the meeting, agree to any compromise or arrangement, the compromise or arrangement shall, if sanctioned by the Court, be binding on all the members or class of members, as the case may be, and also on the company or, where a company is in the course of being wound up, on the liquidator and contributories of the company."

Pursuant to the Companies (Amendment) Act, 2021 (Commencement) Order, 2022 gazetted in the Cayman Islands on July 29, 2022, the Amendment Act shall come into effect on August 31, 2022, including the new section 86(2A) of the Companies Act in the form described above. Accordingly, the Scheme will only require the approval of not less than 75% in value of the Scheme Shareholders present and voting either in person or by proxy at the Court Meeting which is to be held after August 31, 2022. The approval of a majority in number of the Scheme Shareholders present and voting either in person or by proxy at the Court Meeting, which is to be held after August 31, 2022, as stated in Scheme Condition (a) in the Joint Announcement will no longer be required.

- 5 -

This is an excerpt of the original content. To continue reading it, access the original document here.

Disclaimer

China Mengniu Dairy Company Limited published this content on 16 August 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 16 August 2022 11:23:11 UTC.


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