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

May 10, 2012

50453_rns_2012-05-10_0800b046-5a89-41c5-8285-43c092d5898d.pdf

Proxy Solicitation & Information Statement

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

(Stock Code: 2218)

Yantai North Andre Juice Co., Ltd.[*]

FORM OF PROXY FOR USE AT THE CLASS MEETING FOR HOLDERS OF H SHARES

I/We [(Note][1)] of being the registered holder(s) of

H Shares [(Note][2)] of RMB0.10 each in

the capital of Yantai North Andre Juice Co., Ltd. (the “ Company ”), HEREBY APPOINT THE CHAIRMAN OF THE CLASS MEETING* [(Note][3)] or

of

as my/our proxy to attend, act and vote for me/us at the class meeting for the holders of H Shares (the “ Class Meeting ”) and any adjournment to be held at 2nd Floor, No. 18 Andre Avenue, Muping Economic Development Zone, Yantai City, Shandong Province, the PRC at 11:30 a.m. on Tuesday, 26 June 2012, for the purpose of considering, and if thought fit, passing the resolutions set out in the notice convening the Class Meeting and at such Class Meeting to vote for me/us and in my/our name(s) in respect of the resolutions as indicated below.

  • Special Resolutions For [(Note][4)] Against [(Note][4)] Abstain [(Note][4)]

    1. To consider and approve the resolution in relation to the consolidation of Shares and the change of board lot size and authorization to the Board to determine and implement at its discretion and with full authority the proposed Share Consolidation. 1.1 “ THAT , subject to and conditional upon the Company obtaining the approvals from the relevant PRC authorities and the listing committee of the Hong Kong Stock Exchange granting the listing of, and permission to deal in, the Consolidated H Shares, the consolidation of every ten (10) Shares of RMB0.10 each into one (1) Consolidated Share of RMB1.00 each be and is hereby duly approved.”
  • 1.2 “ THAT the change of the registered capital of the Company upon completion of the Share Consolidation from RMB426,553,600 (comprising 1,760,176,000 H Shares of RMB0.10 each and 2,505,360,000 Domestic Shares of RMB0.10 each) to RMB426,553,600 (comprising 176,017,600 Consolidated H Shares and 250,536,000 Consolidated Domestic Shares.”

  • 1.3 “ THAT the Board be authorized to (i) determine and implement at its discretion and with full authority the proposed Share Consolidation, including but not limited to, the specific timing of the Share Consolidation, the issue of the relevant announcements, the application for the listing of, and permission to deal in, the Consolidated H shares and application for the acceptance of the Consolidated H shares as eligible securities by the HKSCC for deposit, clearance and settlement in CCASS; (ii) amend the Articles of Association as a result of the implementation of the Share Consolidation and submit the amended Articles of Association to the relevant authorities of the PRC and Hong Kong for approval, filing or registration; (iii) carry out such procedures, take such other actions and execute such documents as are in its discretion necessary and appropriate to effect and complete the proposed Share Consolidation; and (iv) delegate the power and authorization to any executive Director to execute such documents as are in its discretion necessary to effect and complete the proposed Share Consolidation during the Relevant Period.”

    1. To consider and approve the resolution in relation to the general mandate to be granted to the Board to repurchase H Shares.

The above resolutions are set out in the Notice of Class Meeting for Holders of H Shares contained in the circular in relation to the AGM of the Company dated 10 May 2012. You shall refer to the circular in relation to the AGM before appointing a proxy.

Shareholder’s signature [(Note][5)]

2012

Date:

* For identification purpose only

Notes:

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

  2. 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).

  3. If any proxy other than the Chairman is preferred, strike out the “ THE CHAIRMAN OF THE CLASS MEETING 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.

  4. 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 Class Meeting other than those referred to in the Notice of the Class Meeting.

  5. This form of proxy must be signed by you or your attorney duly authorised in writing or, in the case of a corporation, either under its seal or under the hand of an officer, attorney or other person authorised to sign the same. If this form of proxy is signed by an attorney of the appointer, the power of attorney authorising that attorney to sign, or other document of authorisation must be notarially certified.

  6. Any member entitled to attend and vote at the Class Meeting 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 Class Meeting.

  7. To be valid, 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 delivered to the registrar of H Shares of the Company, at Tricor Tengis Limited at 26/F, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong no less than 24 hours before the time appointed for the Class Meeting or adjourned meeting.

  8. In the case of joint registered holders of any share, any one of such persons may vote at the Class Meeting, 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 Class Meeting, 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 Class Meeting should you wish to do so. A proxy attending the Class Meeting must present his proof of identity.