Log in
E-mail
Password
Show password
Remember
Forgot password ?
Become a member for free
Sign up
Sign up
New member
Sign up for FREE
New customer
Discover our services
Settings
Settings
Dynamic quotes 
OFFON
  1. Homepage
  2. Equities
  3. Hong Kong
  4. Hong Kong Stock Exchange
  5. China Mengniu Dairy Company Limited
  6. News
  7. Summary
    2319   KYG210961051

CHINA MENGNIU DAIRY COMPANY LIMITED

(2319)
  Report
SummaryChartsNewsRatingsCalendarCompanyFinancialsConsensusRevisions 
SummaryMost relevantAll NewsAnalyst Reco.Other languagesPress ReleasesOfficial PublicationsSector newsMarketScreener Strategies

China Mengniu Dairy : Announcements and Notices - NOTICE OF EXTRAORDINARY GENERAL MEETING

09/23/2021 | 06:52am EST

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this notice, 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 notice.

This notice appears for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for any securities of the Company.

This notice is not for distribution, directly or indirectly, in or into the United States. This notice and the information contained in this notice do not constitute or form part of an offer to sell securities in the United States. Securities may not be offered or sold in the United States unless registered pursuant to the U.S. Securities Act of 1933, as amended (the ''Securities Act''), or pursuant to an applicable exemption from such registration requirement. Any public offering of securities to be made in the United States will be made by means of a prospectus that will contain detailed information about the Company and management, as well as financial statements. The securities referred to in this notice have not been and will not be registered under the Securities Act and no public offering of securities will be made in the United States. No money, securities or other consideration is being solicited by this notice or the information contained in this notice and, if sent in response to this notice or the information contained in this notice, will not be accepted.

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)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT an extraordinary general meeting (''EGM'') of China Mengniu Dairy Company Limited (the ''Company'') will be held at 10 : 00 a.m. on Tuesday, October 12, 2021 at A2-C6 Laijin Creative Industry Park, Chaoyang District, Beijing for the purpose of considering and, if thought fit, passing with or without amendments, the following resolution as an ordinary resolution of the Company.

  • For identification purpose only

- 1 -

Unless otherwise defined, capitalised terms used herein shall have the same meanings as ascribed to them in the circular of the Company dated September 24, 2021, a copy of which having been produced to the EGM marked ''A'' and signed by the chairman of the EGM for identification purpose.

ORDINARY RESOLUTION(S)

''THAT:

  1. the proposed Relevant Scheme (including but not limited to the issuance and subscription of the Convertible Bonds, the Loan Guarantee and the Security Deed) be and is hereby approved, confirmed and ratified;
  2. the Placing Agreement dated January 24, 2021 entered into between the Company and the Placing Agent in relation to the placing of the Convertible Bonds in the aggregate principal amount of up to HK$ equivalent of RMB4,000,000,000, a copy of the Placing Agreement having been produced to the EGM marked ''B'' and signed by the chairman of the EGM for identification purpose, and the transactions contemplated thereunder be and are hereby approved, confirmed and ratified;
  3. the terms and conditions of the Convertible Bonds to be executed by the Company in relation to the issue by the Company of the Convertible Bonds under the Specific Mandate (a copy of which has been produced to the EGM marked ''C'' and signed by the chairman of the EGM for identification purpose), subject to completion, which are convertible at an Initial Conversion Price of HK$34.73 per Share (subject to adjustments) be and is hereby approved;
  4. the grant of the Specific Mandate to the Directors to issue the Convertible Bond subject to completion of the Placing and to issue and allot the Conversion Shares to the Notes Issuer be and is hereby approved, confirmed and ratified. The Specific Mandate is in addition to, and shall not prejudice nor revoke any general or specific mandate(s) which has/have been granted or may from time to time be granted to the Directors by the Shareholders prior to the passing of this resolution;
  5. any other documents entered into and/or to be entered into in connection with the Relevant Scheme and the Convertible Bonds, including but not limited to (i) the Facility Agreement, (ii) the Security Deed, (iii) the Loan Guarantee, (iv) the Trust Deed and (v) the Agency Agreement, a copy of which having been produced to the EGM marked ''D'', ''E'', ''F'', ''G'' and ''H'', respectively, and signed by the chairman of the EGM for identification purpose, and the Transactions contemplated thereunder be and are hereby approved, confirmed and ratified;

- 2 -

  1. each of the Directors and the Company Secretary be and is hereby authorised to do all such acts and things and sign, ratify or execute (with or without affixation of seal) all such documents and take all such steps as such Director and/or the Company Secretary in his/her discretion may consider necessary, appropriate, desirable and expedient to implement, give effect to or in connection with the Transactions; and
  2. any and all actions heretofore taken by any Director, officer, the Company Secretary and/or share registrars of the Company, in connection with the foregoing resolutions, be and are hereby ratified, confirmed and approved in all respects.''

By order of the Board

China Mengniu Dairy Company Limited

Kwok Wai Cheong, Chris

Company Secretary

Hong Kong, September 24, 2021

Notes:

  1. Any member entitled to attend and vote at the meeting convened by the above notice is entitled to appoint one or more proxies to attend and vote instead of him. A proxy need not be a member of the Company. All proxies, together with powers of attorney or other authorities, if any, under which they are signed or notarially certified copies thereof, must be deposited with the Company's branch share registrar, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong, not later than 48 hours before the time of the EGM. Completion and delivery of the proxy form will not preclude a member from attending and voting in person at the meeting if he so wishes.
  2. The register of members of the Company will be closed from Thursday, October 7, 2021 to Tuesday, October 12, 2021 both days inclusive, for the purpose of ascertaining shareholders' eligibility to attend and vote at the EGM. In order to be eligible to attend and vote at the EGM, all transfer documents accompanied by the relevant share certificates must be lodged for registration with the Company's share registrar, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong not later than 4 : 30 p.m. on Wednesday, October 6, 2021.
  3. Where there are joint registered holders of any Share, any one of such persons may vote at any meeting, either personally or by proxy, in respect of such Share as if he were solely entitled thereto; but if more than one of such joint holders are present at any meeting personally or by proxy, that the more senior shall alone be entitled to vote in respect of such Share and, for this purpose, seniority shall be determined by the order in which the names of the joint holders stand on the register of the relevant joint holding.
  4. References to time and dates in this notice are to Hong Kong time and dates.

- 3 -

  1. Taking into account of the recent development of the epidemic caused by coronavirus disease 2019 (COVID-19), the Company will implement the following prevention and control measures at the EGM against the epidemic to protect the Shareholders from the risk of infection:
    . Compulsory body temperature checks
    . Mandatory health declaration
    . Wearing of surgical face mask for each attendee
    . No distribution of corporate gift or provision of refreshment
    Details are set out on page 1 of the circular dated September 24, 2021.

The Company reminds all Shareholders that any person who is subject to any quarantine order prescribed by the Hong Kong Government will be denied entry into the EGM venue in order to ensure the health and safety of all attendees at the EGM. Additionally, the Company reminds all Shareholders that physical attendance in person at the EGM is not necessary for the purpose of exercising voting rights and would like to encourage Shareholders to appoint the chairman of the EGM as their proxy to vote on the relevant resolutions at the EGM, instead of attending the EGM in person.

As at the date of this notice, the Board comprises: Mr. Jeffrey, Minfang Lu and Mr. Meng Fanjie as executive directors; Mr. Chen Lang, Mr. Niu Gensheng and Mr. Simon Dominic Stevens as non-executive directors; and Mr. Jiao Shuge (alias Jiao Zhen), Mr. Julian Juul Wolhardt, Mr. Zhang Xiaoya and Mr. Yau Ka Chi as independent non-executive directors.

- 4 -

Disclaimer

China Mengniu Dairy Company Limited published this content on 23 September 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 23 September 2021 10:51:03 UTC.


ę Publicnow 2021
All news about CHINA MENGNIU DAIRY COMPANY LIMITED
11/26CHINA MENGNIU DAIRY : Notice of listing on the stock exchange of hong kong limited - hk$4,..
PU
11/26ANNOUNCEMENTS AND NOTICES - COMPLETI : 40946) under specific mandate by china mengniu dair..
PU
11/23Mengniu Dairy to Issue $624 Million of Hong Kong Dollar Convertible Bonds
MT
11/22CHINA MENGNIU DAIRY : Announcements and Notices - PROPOSED ISSUE OF HK$4,862,600,000.00 3...
PU
11/10Hong Kong Hang Seng Up 0.7% On Beijing Developer Debt-Rule Change
MT
10/28Hong Kong Hang Seng Down 0.3% as Property Issues Slip Again; Earnings Unimpressive
MT
10/25Hong Kong Hang Seng Flat; Property Shares Renew Backtracking
MT
10/12CHINA MENGNIU DAIRY : Announcements and Notices - EXTRAORDINARY GENERAL MEETING HELD ON OC..
PU
09/23CHINA MENGNIU DAIRY : Form of proxy for extraordinary general meeting
PU
09/23CHINA MENGNIU DAIRY : Announcements and Notices - NOTICE OF EXTRAORDINARY GENERAL MEETING
PU
More news
Analyst Recommendations on CHINA MENGNIU DAIRY COMPANY LIMITED
More recommendations
Financials
Sales 2021 88 634 M 13 866 M 13 866 M
Net income 2021 5 222 M 817 M 817 M
Net Debt 2021 8 037 M 1 257 M 1 257 M
P/E ratio 2021 27,6x
Yield 2021 1,00%
Capitalization 145 B 22 631 M 22 633 M
EV / Sales 2021 1,72x
EV / Sales 2022 1,49x
Nbr of Employees 43 397
Free-Float 76,8%
Chart CHINA MENGNIU DAIRY COMPANY LIMITED
Duration : Period :
China Mengniu Dairy Company Limited Technical Analysis Chart | MarketScreener
Full-screen chart
Technical analysis trends CHINA MENGNIU DAIRY COMPANY LIMITED
Short TermMid-TermLong Term
TrendsBearishNeutralNeutral
Income Statement Evolution
Consensus
Sell
Buy
Mean consensus BUY
Number of Analysts 25
Last Close Price 36,60 CNY
Average target price 45,37 CNY
Spread / Average Target 24,0%
EPS Revisions
Managers and Directors
Min Fang Lu Chief Executive Officer & Executive Director
Ping Zhang Chief Financial Officer & Vice President
Lang Chen Chairman
Wei Zu Yu Vice President-Research, Development & Innovation
Julian Juul Wolhardt Independent Non-Executive Director