Yantai North Andre Juice Co. Ltd. — Proxy Solicitation & Information Statement 2012

Oct 10, 2012

烟台北方安德利果汁股份有限公司 Yantai North Andre Juice Co., Ltd.[*]

(a joint stock limited company incorporated in the People’s Republic of China)

(Stock Code: 02218)

FORM OF PROXY FOR USE AT THE SPECIAL GENERAL MEETING

No. of shares to which this form of proxy relates [(Note][1)] Type of shares (Domestic Shares or H Shares) to which this form of proxy relates [(Note][2)]

==> picture [57 x 56] intentionally omitted <==

I/We [(Note][3)]

of

being the shareholder of Yantai North Andre Juice Co., Ltd. (the “ Company ”), HEREBY APPOINT THE CHAIRMAN OF THE SGM* [(Note][4)] or

of

as my/our proxy to attend, act and vote for me/us at the special general meeting of the Company (the “ SGM ”) and any adjournment to be held at 2nd Floor, No. 18 Andre Avenue, Muping Economic Development Zone, Yantai City, Shandong Province, the PRC at 10:00 a.m. on Monday, 26 November 2012, for the purpose of considering, and if thought fit, passing the resolutions set out in the notice of the SGM and at such SGM to vote for me/us and in my/our name(s) in respect of the resolutions as indicated below.

Ordinary Resolution For (Note 5) Against (Note 5) Abstain (Note 5) 1. To consider and approve the continuing connected transactions under the Product Purchase Framework Agreement as amended by the Supplemental Agreement and proposed revised annual caps for each of the three years ending 2014, details of which are set out in the Circular. Special Resolution For (Note 5) Against (Note 5) Abstain (Note 5) 2. To consider and approve the resolution in relation to the amendments to the Articles of Association, details of which are set out in the Circular.

The above resolutions are set out in the Notice of Special General Meeting contained in the circular (the “ Circular ”) in relation to the SGM of the Company dated 10 October 2012. You shall refer to the Circular in relation to the SGM before appointing a proxy. Unless otherwise defined herein, the terms used herein shall have the same meanings as defined in the Circular.

Date:

2012 Shareholder’s signature [(Note][6)]

Notes:

1. Please insert the number of shares registered in your name(s). If no number is inserted, this form of proxy will be deemed to relate to all the shares in the Company registered in your name(s).

2. Please also insert the type of shares (Domestic Shares or H Shares) to which this form of proxy relates.

3. Full name(s) and address(es) to be inserted in BLOCK CAPITALS as shown in the register of members of the Company.

4. If any proxy other than the Chairman is preferred, strike out the “ THE CHAIRMAN OF THE SGM or” and insert the name and address of the proxy desired in the space provided. ANY ALTERATIONS MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON(S) WHO SIGN(S) IT.

5. IMPORTANT: IF YOU WISH TO VOTE FOR ANY RESOLUTION, TICK IN THE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST ANY RESOLUTION, TICK IN THE BOX MARKED “AGAINST”. IF YOU WISH TO ABSTAIN FROM VOTING ON ANY RESOLUTION, TICK IN THE BOX MARKED “ABSTAIN”, AND YOUR VOTES WILL BE COUNTED FOR THE PURPOSE OF CALCULATING THE RESULT OF THAT RESOLUTION. Failure to tick the box will entitle your proxy to cast your vote at his discretion. Your proxy will also be entitled to vote at his discretion on any resolutions properly put to the SGM other than those referred to in the notice convening the SGM.

6. Any member entitled to attend and vote at the SGM is entitled to appoint another person as his proxy to attend and vote instead of him. A proxy needs not be a member. A member who is the holder of two or more shares may appoint more than one proxy to represent him and vote on his behalf at the SGM.

7. To be valid, for Domestic Shareholders, this form of proxy and the power of attorney or other authority (if any) under which it is signed, or a notarially certified copy of such power of attorney, shall be deposited at the registered office of the Company, at No. 18 Andre Avenue, Muping Economic Development Zone, Yantai City, Shandong Province, the PRC no less than 24 hours before the time appointed for the SGM or adjourned meeting. In order to be valid, for the H Shareholders, the above documents must be delivered to the Company’s H Shares Registrar at Tricor Tengis Limited at 26/F, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong not less than 24 hours before the time appointed for holding the SGM or adjourned meeting.

8. In the case of joint registered holders of any share, any one of such persons may vote at the SGM, either personally or by proxy, in respect of such shares as if he was solely entitled thereto; but if more than one of such joint holders be present at the SGM, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holder(s), and for this purpose seniority shall be determined by the order in which the names stand in the register of member in respect of the joint holding.

9. Completion and return of the form of proxy will not preclude you from attending and voting at the SGM if you wish to do so. A proxy attending the SGM must present his proof of identity.

* For identification purpose only