2025 年 11 月 3 日 就中國聖牧有機奶業有限公司的股份的交易披露 註： 中信証券股份有限公司是與要約人有關連的第(5)類別聯繫人。 交易是為本身帳戶進行的。 交易披露 執行人員接獲依據香港《公司收購及合併守則》規則 22 作出以下的證券交易的披露： | 交易方 | 日期 | | | | 有關證券的 | 產品說明 | 交易性質 | 與衍生工具有關 | | 到期日或清結日 | | 參考價 | | 已支付／已收 | 交易後數額（包括 | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | | | | | 說明 | | | 的參照證券數目 | | | | | | 取的總金額 | 與其訂有協議或 | | | | | | | | | | | | | | | | | | 達成諒解的任何 | | | | | | | | | | | | | | | | | | 人士的證券） | | | 中信証券股份 | 2025 | 年 10 | 月 | 31 日 | ...

完 註： 交易披露 2025 年 11 月 3 日 可能強制全面要約 就中國聖牧有機奶業有限公司的股份的交易披露 執行人員接獲依據香港《公司收購及合併守則》規則 22 作出以下的證券交易的披露： | 交易方 | 日期 | | | 有關證券的 | 交易性質 | 買入／賣出 | 涉及的股份 | 已支付／已收取 | 已支付或已收 | | 已支付或已收 | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | | | | 說明 | | | 總數 | 的總金額 | 取的最高價 | 取的最低價 | | | | | | | | | | | | （H） | （L） | | | 中信証券股份 | 2025 | 年 10 | 月 31 | Delta 1 產品 | 將因客戶主動發出且由客戶需求帶動的交易而產生 | 賣出 | 663,000 | $222,105.0000 | $0.3350 | $0.3350 | | | 有限公司 | 日 | | | | 的自營交易持倉清結／平倉／解除。我確認，這已於 | | | | | | | ...

股份發行人及根據《上市規則》第十九B章上市的香港預託證券發行人的證券變動月報表 截至月份: 2025年10月31日 狀態: 新提交 致：香港交易及結算所有限公司 公司名稱: 中國聖牧有機奶業有限公司 呈交日期: 2025年11月3日 I. 法定/註冊股本變動 | 1. 股份分類 | 普通股 | 股份類別 | 不適用 | | | 於香港聯交所上市 (註1) | | 是 | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | 證券代號 (如上市) | 01432 | 說明 | | | | | | | | | | | 法定/註冊股份數目 | | | 面值 | | | 法定/註冊股本 | | | 上月底結存 | | | 30,000,000,000 | HKD | | 0.00001 | HKD | | 300,000 | | 增加 / 減少 (-) | | | | | | | HKD | | | | 本月底結存 | | | 30,000,000,000 | HKD | | 0.00001 | HKD | | 300,000 | 本月底法 ...

Investment Rating - The report provides a positive outlook for the Hong Kong food and beverage sector, indicating potential investment opportunities in resilient companies within the industry [2][9]. Core Insights - The report outlines six phases of the Hang Seng Consumer Staples Index, highlighting the cyclical nature of the industry and the impact of external factors such as economic conditions and policy changes on consumer demand [3][4][28]. - The analysis emphasizes the importance of identifying resilient stocks in the food and beverage sector, particularly in the upstream farming and downstream dairy product industries, as they are expected to benefit from market dynamics and policy support [6][7][53]. Summary by Sections Phase Review of the Hang Seng Consumer Staples Index - Phase 1: Downward trend due to slowing GDP and reduced consumer demand, leading to a decline in the index [3]. - Phase 2: Strong recovery driven by global economic recovery and improved earnings of leading consumer staples companies [3]. - Phase 3: Period of volatility influenced by trade tensions and tightening global liquidity [3]. - Phase 4: Rapid increase in the index due to the rigid demand for essential consumption during the pandemic [3]. - Phase 5: Continuous decline influenced by repeated pandemic disruptions and rising raw material costs [4]. - Phase 6: Valuation recovery initiated by domestic consumption policies and inflow of long-term capital [4][28]. Investment Opportunities in the Food and Beverage Sector - Upstream farming opportunities are highlighted, with a focus on the dairy and beef sectors, where prices are expected to stabilize and rise due to supply constraints and recovering demand [6][44]. - Downstream dairy product opportunities are supported by recent policies aimed at boosting demand and improving market competition, which will benefit leading companies in the sector [7][53]. Investment Recommendations - Companies such as Yurun Agriculture (09858.HK) and Modern Farming (01117.HK) are recommended for their strong cash flow and potential to benefit from the anticipated recovery in raw milk prices [9][57]. - The report suggests that policy support will create upward momentum for companies like Mengniu Dairy (02319.HK) and H&H International Holdings (01112.HK), which are positioned to capitalize on market opportunities [10][57]. - The potential for industry restructuring and the emergence of leading companies is noted, particularly in the coconut water segment, with recommendations for IFBH (06603.HK) [11][58].

Core Viewpoint - Modern Dairy announced the acquisition of approximately 1.28% equity in China Shengmu for HKD 37.52 million, which will increase its shareholding to over 30%, triggering a mandatory offer to acquire the remaining shares at HKD 0.35 per share, with a total potential cost of approximately HKD 2.016 billion [1] Group 1: Acquisition Details - The acquisition will elevate Modern Dairy's and its concerted parties' (Mengniu) shareholding from 29.99% to over 30% [1] - Modern Dairy plans to acquire the remaining shares of China Shengmu at a price of HKD 0.35 per share, with a maximum total price of about HKD 2.016 billion [1] Group 2: Operational Impact - The combined annual raw milk production post-acquisition is expected to exceed 4 million tons, positioning the company among the top global livestock farming enterprises [1] - The scale advantage from the acquisition will enhance bargaining power in the procurement of bulk materials like feed, effectively reducing unit costs and solidifying cost leadership [1] Group 3: Product Line Enhancement - The proportion of specialty milk (including organic milk) in Modern Dairy's product mix is projected to increase from 8% to over 20% following the integration of China Shengmu, thereby strengthening its high-end product line [1]

Core Viewpoint - China Shengmu (01432) saw a significant stock price increase of nearly 10% following announcements from Modern Dairy and China Shengmu regarding shareholding changes and potential cash offers [1] Group 1: Stock Performance - China Shengmu's stock opened nearly 10% higher and was reported at 0.335 HKD, with a trading volume of 1.7723 million HKD [1] Group 2: Shareholding Changes - Modern Dairy announced an investment of 37.52 million HKD to increase its stake in China Shengmu by 1.28% [1] - Mengniu Dairy (02319) granted voting rights of its 24.9% stake in China Shengmu to Modern Dairy [1] Group 3: Potential Cash Offer - Modern Dairy proposed a conditional cash offer for China Shengmu at a price of 0.35 HKD per share, representing a 14.75% premium over the previous closing price of 0.305 HKD [1] - The total cost of the offer could reach approximately 2.02 billion HKD [1] Group 4: Strategic Implications - The merger is expected to leverage economies of scale to reduce procurement costs, with a combined herd size exceeding 610,000 heads [1] - The expanded scale will allow Modern Dairy to benefit from production advantages, securing better prices for bulk materials like feed, thereby enhancing competitiveness and reducing unit costs [1]

Core Viewpoint - China Shengmu (01432) shares opened nearly 10% higher, reflecting positive market sentiment following the announcement of a stake acquisition by Modern Dairy (01117) [1] Group 1: Company Actions - Modern Dairy announced an investment of HKD 37.52 million to increase its stake in China Shengmu by 1.28% [1] - Modern Dairy has been granted voting rights for 24.9% of China Shengmu's shares previously held by Mengniu Dairy (02319) [1] - Modern Dairy intends to make a conditional cash offer for China Shengmu at HKD 0.35 per share, representing a 14.75% premium over the previous closing price of HKD 0.305 [1] Group 2: Financial Implications - The total cost of the offer from Modern Dairy could reach approximately HKD 2.02 billion [1] - The merger will result in a combined herd size exceeding 610,000 heads, allowing for economies of scale in procurement [1] - The increased scale is expected to enhance purchasing power for bulk materials like feed, leading to lower unit costs and improved competitiveness [1]

Group 1 - Modern Dairy Holdings has conditionally agreed to purchase 107.2 million shares of China Shengmu from shareholders for a total cash consideration of HKD 37.52 million, representing approximately 1.28% of China Shengmu's total issued share capital as of the announcement date [1] - Following the completion of the share purchase agreements, Modern Dairy Holdings and its concert parties will hold approximately 30% or more of China Shengmu's total issued share capital, triggering an obligation to make a mandatory offer for all outstanding shares at HKD 0.35 per share, a premium of about 14.75% over the last closing price of HKD 0.305 [2] - The merger will result in a combined herd size of over 610,000 heads, allowing Modern Dairy Holdings to leverage economies of scale in procurement of bulk materials like feed, thereby reducing unit costs and enhancing market competitiveness [3] Group 2 - The acquisition and subsequent offer are expected to strengthen Modern Dairy Holdings' market position in the raw milk supply sector, enhancing its overall risk resilience and competitive edge [3]

Group 1 - Modern Dairy Holdings and China Shengmu announced a share purchase agreement for the sale of 107.2 million shares of China Shengmu, representing approximately 1.28% of its total issued share capital, for a total cash consideration of HKD 37.52 million [1] - Start Great irrevocably granted Modern Dairy Holdings the proxy to exercise voting rights for 2,086,942,512 shares of China Shengmu, which is about 24.90% of its total issued share capital [1] - Following the completion of the share purchase agreements, Modern Dairy Holdings and its concert parties will hold 30% or more of China Shengmu's total issued share capital, triggering a mandatory offer for all outstanding shares at a price of HKD 0.35 per share, which is a premium of approximately 14.75% over the last closing price of HKD 0.305 [2] Group 2 - Modern Dairy Holdings intends to maintain the listing status of China Shengmu on the Stock Exchange after the offer concludes [3] - Modern Dairy Holdings is a leading dairy farming operator and raw milk producer in China, focusing on supplying high-quality raw milk to dairy product manufacturers [3]

Group 1 - The core agreement involves Modern Dairy Holdings agreeing to purchase 107.2 million shares of China Shengmu from selling shareholders for a total cash consideration of HKD 37.52 million, representing approximately 1.28% of China Shengmu's total issued share capital as of the announcement date [1] - Following the completion of the share purchase agreements, Modern Dairy Holdings and its concert parties will hold approximately 30% or more of China Shengmu's total issued share capital, triggering a mandatory offer for all outstanding shares not already owned [2] - The acquisition will enhance the scale of Modern Dairy Holdings and China Shengmu's combined herd size to over 610,000 heads, allowing for economies of scale and improved purchasing power for raw materials, thereby reducing unit costs and strengthening market competitiveness [3] Group 2 - The mandatory offer price for the shares will be HKD 0.35 per share, which is a premium of approximately 14.75% over the last closing price of HKD 0.305 [2] - Approximately 576.1 million shares of China Shengmu will be subject to the mandatory offer, with a maximum consideration payable by Modern Dairy Holdings estimated at around HKD 2.0163 billion [2] - The consolidation of operations is expected to solidify Modern Dairy Holdings' leading position in the raw milk supply market and enhance its overall risk resilience [3]