China Modern Dairy Sends Composite Document for Mandatory Conditional Cash Offer to Acquire Remaining Shares of China Shengmu Organic Milk

Bulletin Express
06/30

China Modern Dairy Holdings Ltd. (CMD) and China Shengmu Organic Milk Limited (CSM) have jointly despatched the composite offer document on 30 June 2026, formally launching CMD’s mandatory conditional cash offer—executed through CLSA Limited—to purchase all CSM shares not already held by CMD or its affiliate Start Great Holdings Limited. CITIC Securities (Hong Kong) acts as exclusive financial adviser to CMD, while an independent financial adviser has been appointed for CSM’s board committee.

Key timetable (Hong Kong time): • Offer opens for acceptance: 30 June 2026. • First Closing Date and latest time for initial acceptances: 4:00 p.m., 21 July 2026. • Results announcement for First Closing Date: by 7:00 p.m., 21 July 2026. • Latest date for payment of consideration for shares accepted by the First Closing Date: 30 July 2026. • Final Closing Date (if the offer becomes or is declared unconditional on the First Closing Date): 4 August 2026, with results announced the same evening. • Ultimate deadline for the offer to become or be declared unconditional as to acceptances: 7:00 p.m., 31 August 2026.

Procedural highlights: 1. The offer is conditional; acceptances are irrevocable except under circumstances specified in the Takeovers Code. 2. If the offer becomes unconditional before the First Closing Date, it will remain open for at least an additional 14 days. 3. Remittances for accepted shares will be posted within seven business days after the later of (i) the offer becoming unconditional in all respects and (ii) receipt of valid acceptances. 4. The timetable is subject to change; any revisions—such as extensions due to severe weather—will be announced jointly by the companies.

Shareholders are urged to review the composite document and independent advice before deciding on acceptance and to observe all dealing restrictions under the Hong Kong Takeovers Code.

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