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DISCLOSEABLE TRANSACTION SUBSCRIPTION OF FINANCIAL PRODUCT

2024-06-25 00:00:00

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.China Feihe Limited中国飞鹤有限公司 (Incorporated in the Cayman Islands with limited liability) (Stock Code: 6186) DISCLOSEABLE TRANSACTION SUBSCRIPTION OF FINANCIAL PRODUCT SUBSCRIPTION OF FINANCIAL PRODUCT We refer to the announcements of the Company (i) dated 19 April 2023 in relation to among other things the subscription of certain wealth management and structured deposit financial products of Construction Bank by the Group; and (ii) dated 8 December 2023 27 December 2023 and 13 March 2024 in relation to the subscription of certain wealth management andstructured deposit financial products of Construction Bank by the Group (the “Subscriptionof Construction Bank Financial Products”).The Board announces that on 25 June 2024 Feihe HLJ a wholly-owned subsidiary of the Company subscribed for financial product offered by Construction Bank with an amount of RMB300 million using its idle funds (the “Subscription of Jiaxin No. 72”). The key terms of the Subscription of Jiaxin No. 72 are set out in the table below: Principal Expected Amount Annual Subscription Subscribed Return Rate Maturity Date Product Name (in RMB) % Date Type of Product Investment Scope 25 June 2024 Jianxin Wealth Management 300000000 2.90% 1 July 2025 Non-principal Fixed income Institutional Exclusive Jiaxin guaranteed with assets Fixed Income Closed-Ended floating return Product 2024 No. 72 (建信理财机构专享嘉鑫固收类 封闭式产品2024年第72期) As at the date of this announcement the aggregated outstanding principal amount of the Group’s wealth management and structured deposit financial products subscribed from Construction Bank was RMB2605400000.– 1 –BASIS OF DETERMINATION FOR THE CONSIDERATION The Directors confirmed that the consideration of the Subscription of Jiaxin No. 72 was determined on the basis of commercial terms negotiated at arm’s length between the Group and Construction Bank having considered (i) the current available surplus cash of the Group for treasury management purpose; and (ii) the expected investment return and terms of the relevant product.REASONS FOR AND BENEFITS OF THE SUBSCRIPTION OF JIAXIN NO. 72 Using temporary idle funds reasonably and effectively will enhance the capital gain of the Company which is consistent with the core objectives of the Company to ensure capital safety and liquidity and meet the capital needs of the Group’s daily operations and dividend payment etc. The risk associated with the Subscription of Jiaxin No. 72 is low while the Company can enjoy a relatively higher return from investments in the Subscription of Jiaxin No. 72 than current savings or time deposits generally offered by commercial banks in the PRC.The Directors considered that the terms and the transaction contemplated under the agreement in respect of the Subscription of Jiaxin No. 72 are fair and reasonable on normal commercial terms and are in the interests of the Company and its Shareholders as a whole.The Group has implemented adequate and appropriate internal control procedures to ensure the Subscription of Jiaxin No. 72 would not affect the working capital or the operations of the Group and that such investment would be conducted on the principle of protecting the interests of the Company and its Shareholders as a whole.GENERAL INFORMATION ON THE PARTIES Information on the Group The Company is an exempted company incorporated in the Cayman Islands with limited liability on 26 October 2012 whose shares are listed on the Main Board of the Stock Exchange. The Group is primarily engaged in the production and sale of dairy products and raw milk and sale of nutritional supplements.Information on Construction Bank Construction Bank is a joint stock limited company incorporated in the PRC whose H shares and A shares are listed on the Stock Exchange (stock code: 939) and Shanghai Stock Exchange (stock code: 601939) respectively. The principal businesses of Construction Bank include provision of corporate and personal banking services treasury business asset management trustee finance leasing investment banking insurance and other financial services.As at the date of this announcement to the best knowledge and belief of the Directors and having made all reasonable enquiries Construction Bank and its ultimate substantial beneficial owners as publicly disclosed by Construction Bank are independent third parties of the Company and its connected persons.– 2 –LISTING RULES IMPLICATIONS As (i) the Subscription of Construction Bank Financial Products and the Subscription of Jiaxin No. 72 are made between the Group and Construction Bank and (ii) when making the Subscription of Jiaxin No. 72 some of the wealth management and structured deposit financial products subscribed under the Subscription of Construction Bank Financial Products remain outstanding pursuant to Rule 14.22 of the Listing Rules such transactions shall be aggregated. As the highest applicable percentage ratio (as defined under Rule 14.07 of the Listing Rules) on an aggregate basis in respect of the Subscription of Construction Bank Financial Products and the Subscription of Jiaxin No. 72 exceeds 5% but is less than 25% such transactions constitute discloseable transactions of the Company for the purpose of the Listing Rules and are subject to the notification and announcement requirements but are exempt from the shareholders’ approval requirement under Chapter 14 of the Listing Rules.DEFINITIONS In this announcement the following expressions have the meanings set out below unless the context requires otherwise: “Board” the board of directors of the Company “Company” China Feihe Limited an exempted company incorporated in the Cayman Islands with limited liability on 26 October 2012 “connected person” has the meaning ascribed thereto in the Listing Rules “Construction Bank” China Construction Bank Corporation (中国建设银行股份有限公司)“Construction Bank the wealth management and structured deposit financial productsFinancial Products” issued by Construction Bank and subscribed by the Company which were disclosed in the announcements of the Company dated 19 April 2023 8 December 2023 27 December 2023 and 13 March 2024 “Director(s)” director(s) of the Company “Feihe HLJ” Heilongjiang Feihe Dairy Co. Limited* (黑龙江飞鹤乳业有限公司) a company established in the PRC on 21 August 1996 and a wholly- owned subsidiary of the Company as at the date of this announcement “Group” the Company and its subsidiaries“independent third an individual(s) or a company(ies) who or which to the bestparty(ies)” knowledge and belief of the Directors and having made all reasonable enquiries is(are) not a connected person of the Company within the meaning of the Listing Rules – 3 –“Listing Rules” the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited “PRC” the People’s Republic of China excluding for the purposes of this announcement the Hong Kong Special Administrative Region of the PRC the Macau Special Administrative Region of the PRC and Taiwan “RMB” Renminbi the lawful currency of the PRC “Shareholder(s)” shareholder(s) of the Company “Stock Exchange” The Stock Exchange of Hong Kong Limited “%” Per cent By Order of the Board China Feihe Limited LENG Youbin Chairman Beijing China 25 June 2024 As at the date of this announcement our executive directors are Mr. LENG Youbin Mr. LIU Hua Mr. CAI Fangliang and Ms. Judy Fong-Yee TU; our non-executive directors are Mr.GAO Yu Mr. Kingsley Kwok King CHAN and Mr. CHEUNG Kwok Wah; and our independent non-executive directors are Ms. LIU Jinping Mr. SONG Jianwu Mr. FAN Yonghong and Mr.Jacques Maurice LAFORGE.* For identification purposes only –4–