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

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Yantai North Andre Juice Co., Ltd.* , you should at once hand this circular, the enclosed form(s) of proxy, reply slip(s) for attending the meeting(s) and the 2011 annual report (if applicable) to the purchaser or the transferee or to the bank, licensed dealer in securities or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, 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 circular.

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: 2218)

PROPOSED APPOINTMENT OF EXECUTIVE DIRECTOR; PROPOSED CONTINUING CONNECTED TRANSACTIONS WITH PRESIDENT; PROPOSED SHARE CONSOLIDATION AND CHANGE IN BOARD LOT SIZE; PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION; PROPOSAL FOR GENERAL MANDATES TO ISSUE SHARES AND REPURCHASE OF H SHARES; AND NOTICES OF ANNUAL GENERAL MEETING AND CLASS MEETINGS

INDEPENDENT FINANCIAL ADVISER TO THE INDEPENDENT BOARD COMMITTEE AND THE INDEPENDENT SHAREHOLDERS IN RELATION TO THE PROPOSED CONTINUING CONNECTED TRANSACTIONS

A letter from the Board of the Company is set out on pages 6 to 19 of this circular. A letter from the Independent Board Committee of the Company is set out on page 20 of this circular. A letter from the Independent Financial Adviser is set out on pages 21 to 28 of this circular, which contains its recommendations to the Independent Board Committee and the Independent Shareholders in relation to the proposed continuing connected transactions.

The notices convening the AGM, the Class Meeting for Holders of Domestic Shares and the Class Meeting for Holders of H Shares to be held at 2nd Floor, No. 18 Andre Avenue, Muping Economic Development Zone, Yantai City, Shandong Province, the PRC separately at 10:00 a.m., 11:00 a.m. and 11:30 a.m. on Tuesday, 26 June 2012 are set out on pages 45 to 59 of this circular.

Whether or not you are able to attend such meetings, you are required to complete and sign the enclosed forms of proxy in accordance with the instructions printed thereon. For H Shareholders, the proxy form(s) shall be delivered to the Company’s H Share registrar, Tricor Tengis Limited at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong; and for Domestic Shareholders, the proxy form(s) shall be delivered to the registered office of the Company at No. 18 Andre Avenue, Muping Economic Development Zone, Yantai City, Shandong Province, the PRC as soon as possible but in any event not later than 24 hours before the time appointed for the holding of the relevant meeting(s) or any adjourned meeting(s) (as the case may be). Completion and return of the form(s) of proxy will not preclude you from attending and voting in person at the meeting(s) or any adjourned meeting(s) if you so wish.

If you wish to attend such meetings in person or by proxy, you are required to complete and return the reply slip(s) to the principal place of business of the Company in Hong Kong (for H Shareholders) or to the registered office of the Company (for Domestic Shareholders) on or before Tuesday, 5 June 2012.

For identification purpose only

10 May 2012

		Page
DEFINITIONS	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM	THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
LETTER FROM	THE INDEPENDENT BOARD COMMITTEE . . . . . . . . . . . . . .	20
LETTER FROM	THE INDEPENDENT FINANCIAL ADVISER. . . . . . . . . . . . . . .	21
APPENDIX I	– PROPOSED AMENDMENTS TO
	THE ARTICLES OF ASSOCIATION . . . . . . . . . . . . . . . . . .	29
APPENDIX II	– EXPLANATORY STATEMENT . . . . . . . . . . . . . . . . . . . . . . . .	33
APPENDIX III	– GENERAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . .	39
NOTICE OF ANNUAL GENERAL MEETING. . . . . . . . . . . . . . . . . . . . . . . . . . . . .		45
NOTICE OF CLASS MEETING FOR HOLDERS OF DOMESTIC SHARES . . . .		52
NOTICE OF CLASS MEETING FOR HOLDERS OF H SHARES . . . . . . . . . . . . .		56

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DEFINITIONS

Unless the context otherwise requires, capitalized terms used in this circular shall have the following meanings:

“AGM”
the annual general meeting of the Company 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 Tuesday, 26 June 2012
“Agreed Price”
the price determined on the basis of “reasonable cost plus reasonable profit”. Under the Product Purchase Framework Agreement, “reasonable cost” refers to the actual costs and expenses of the products to be sold as agreed by the Group and President. Unless otherwise determined by the Group and President in accordance with the nature of the selling products, “reasonable profit” under the Product Purchase Framework Agreement equals to “reasonable cost” times “average profit margin in the industry”
“Articles of Association”
the articles of association of the Company
“Board”
the board of directors of the Company
“CCASS”
the Central Clearing and Settlement System established and operated by HKSCC
“Class Meetings”

the Class Meeting for Holders of H Shares and the Class Meeting for Holders of Domestic Shares

“Class Meeting for Holders of Domestic Shares”
the class meeting of the Domestic Shareholders to be held at 2nd Floor, No. 18 Andre Avenue, Muping Economic Development Zone, Yantai City, Shandong Province, the PRC, at 11:00 a.m. on Tuesday, 26 June 2012
“Class Meeting for Holders of H Shares”
the class meeting of the H Shareholders 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

– 1 –

DEFINITIONS

“Company”

Yantai North Andre Juice Co., Ltd.* （烟台北方安德利果汁股份有限公司）, a joint stock company incorporated in the PRC with limited liability and whose H shares were initially listed on the Growth Enterprise Market of the Hong Kong Stock Exchange on 22 April 2003 and have been listed on the Main Board of the Hong Kong Stock Exchange since 19 January 2011 by way of transfer of listing from the Growth Enterprise Market of the Hong Kong Stock Exchange

“Company Law” the Company Law of the People’s Republic of China (as amended from time to time)
“Consolidated Domestic Share(s)” subject to completion of the Share Consolidation, the Domestic Share(s) with a consolidated nominal value of RMB1.00 each in the share capital of the Company
“Consolidated H Share(s)”
“Consolidated Share(s)”
subject to completion of the Share Consolidation, the H Share(s) of with a consolidated nominal value of RMB1.00 each in the share capital of the Company subject to completion of the Share Consolidation, the Consolidated H Share(s) and the Consolidated Domestic Share(s)
“CSRC” the China Securities Regulatory Commission
“Director(s)” the director(s) of the Company
“Domestic Share(s)” the domestic invested share(s) in the share capital of the Company, with a nominal value of RMB0.10 each (before the Share Consolidation), which are held in Renminbi
“Domestic Shareholder(s)” the holder(s) of Domestic Shares
“Group” the Company and its subsidiaries
“H Share(s)” the overseas listed foreign share(s) in the ordinary share capital of the Company with a nominal value of RMB0.10 each (before the Share Consolidation) listed on the Hong Kong Stock Exchange and traded in HK$ (Stock Code: 2218)

“H Shareholder(s)” the holder(s) of H Shares

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DEFINITIONS

“HKSCC” Hong Kong Securities Clearing Company Limited, a wholly-owned subsidiary of Hong Kong Exchange and Clearing Limited
“HK$” Hong Kong Dollars, the lawful currency of Hong Kong SAR
“Hong Kong” Hong Kong Special Administrative Region of the People’s Republic of China
“Hong Kong Listing Rules” The Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (as amended from time to time)
“Hong Kong Stock Exchange” The Stock Exchange of Hong Kong Limited
“Independent Board Committee”
the board committee comprised of independent non-executive Directors, namely Ms. Yu Shou Neng, Ms. Qu Wen, Mr. Gong Fan and Mr. Chow Kam Hung for the purpose of advising the Independent Shareholders on the Product Purchase Framework Agreement (including its annual caps) and connected transactions
“Independent Financial Adviser”
the independent financial adviser to the Independent Board Committee and the Independent Shareholders
“independent non-executive Director(s)”
independent non-executive director(s) of the Company
“Independent Shareholder(s)”
Shareholder(s) other than President, a connected person of the Company, and its associates
“Issue Mandate”
a general and unconditional mandate proposed to be granted to the Directors to exercise all powers of the Company to issue, allot or otherwise deal with additional Shares in the capital of the Company (whether Domestic Shares and/or H Shares) up to a maximum of 20% of the aggregate nominal amount of the Domestic Shares and/or H Shares in issue as at the date of passing the relevant resolution at the AGM
“Latest Practicable Date”
7 May 2012, being the latest practicable date for ascertaining certain information contained in this circular prior to its publication

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DEFINITIONS

“Market Price”
“PRC”
“President”
“Product Purchase Framework Agreement”
“Repurchase Mandate”
“RMB”
“SAFE”
“SASAC”
“Share Consolidation”

the price to be determined in accordance with the following orders: (1) the prevailing price being charged by independent third parties under ordinary course of business for the sales of the same type of products at the selling places or its nearby regions; or (2) the prevailing price being charged by independent third parties under ordinary course of business for the sales of the same type of products in the PRC

the People’s Republic of China, excluding, for the purpose of this circular only, Hong Kong, the Macau Special Administrative Region of the PRC and Taiwan
President Enterprises (China) Investment Co., Ltd., a limited liability company established in the PRC and a substantial shareholder and a connected person of the Company which holds 14.94% equity interests in the Company as at the Latest Practicable Date
the Product Purchase Framework Agreement dated 30 March 2012 entered into between the Company and President, pursuant to which President agreed to purchase and the Company agreed to supply the Company’s products (including, but not limited to, different kinds of juice) for the three financial years ending 31 December 2014
a general and unconditional mandate proposed to be granted to the Directors to exercise all powers of the Company to repurchase H Shares with an aggregate nominal value not exceeding 10% of the aggregate nominal value of H Shares in issue as at the date of passing the relevant resolution at the AGM
the lawful currency of the PRC
the State Administration of Foreign Exchange of the PRC
the State-owned Assets Supervision and Administration Commission of the State Council

the proposed consolidation of every ten (10) issued and unissued (if any) Shares of RMB0.10 each into one (1) Consolidated Share of RMB1.00 each to be approved by the Shareholders at the AGM and the Class Meetings

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	DEFINITIONS
“Shareholder(s)”	the registered holder(s) of shares of the Company
“Share(s)”	the ordinary share(s) of the Company of RMB0.10
	each, including Domestic Share(s) and H Share(s)
“%”	percentage

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LETTER FROM THE BOARD

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: 2218)

Executive Directors: Mr. Wang An Mr. Zhang Hui

Non-executive Director: Mr. Lin Wu-Chung Mr. Liu Tsung-Yi Mr. Jiang Hong Qi

Independent non-executive Directors: Ms. Yu Shou Neng Ms. Qu Wen Mr. Gong Fan Mr. Chow Kam Hung

Registered Office: No. 18 Andre Avenue Muping Economic Development Zone Yantai City Shandong Province the PRC

Principal Place of Business in Hong Kong: Unit 2805, 28/F The Center 99 Queen’s Road C Hong Kong

10 May 2012

To the Shareholders

Dear Sir or Madam,

PROPOSED APPOINTMENT OF EXECUTIVE DIRECTOR; PROPOSED CONTINUING CONNECTED TRANSACTIONS WITH PRESIDENT; PROPOSED SHARE CONSOLIDATION AND CHANGE IN BOARD LOT SIZE; PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION; PROPOSAL FOR GENERAL MANDATES TO ISSUE SHARES AND REPURCHASE OF H SHARES; AND NOTICES OF ANNUAL GENERAL MEETING AND CLASS MEETINGS

1. INTRODUCTION

Reference is made to the announcements of the Company dated 29 March 2012 and 30 March 2012, in relation to, among others (1) proposed appointment of executive Director; (2) proposed continuing connected transactions with President; (3) proposed Share Consolidation and change in board lot size; and (4) proposed amendments to the Articles of Association.

The purpose of this circular is to provide you with further information and the recommendations of the Board in respect of the proposed appointment of executive Director, the proposed continuing connected transactions with President, the proposed Share Consolidation and change in board lot size, the proposed amendments to the Articles of

* For identification purpose only

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LETTER FROM THE BOARD

Association and the proposal for general mandates to issue Shares and repurchase of H Shares to enable you to make an informed decision on whether to vote for or against the proposed resolutions at the AGM, the Class Meeting for Holders of Domestic Shares and the Class Meeting for Holders of H Shares.

2. PROPOSED APPOINTMENT OF EXECUTIVE DIRECTOR

According to the relevant requirements of the Articles of Association, a Director shall be elected by the shareholders’ general meeting and serve a term of office of three years. A Director may tender his resignation prior to the expiry of his term of office. With consideration and approval by the Board, it is therefore proposed that Mr. Wang Yan Hui be appointed as executive Director of the Company, with the term of office commencing from the date following the AGM until the conclusion of the Company’s 2012 AGM to be held in the year of 2013.

The biography of Mr. Wang is as follows:

Mr. Wang Yan Hui （王艷輝）, aged 35, is a postgraduate and a certified public accountant in the PRC. Mr. Wang formerly worked as an accountant in Yantai Yangma North Hotel（烟台養馬島北方大酒店）. Mr. Wang joined the Company in February 2001 and worked as accountant, chief accountant, deputy manager and manager in various subsidiaries of the Company. Currently, Mr. Wang is the financial controller of the Group.

Mr. Wang will receive corresponding remuneration from the Company based on his capacity as executive Director and other positions held within the Group during his tenure of office, including basic salary, bonus, allowance, subsidies, employee welfare and insurances, housing fund and annuity. The Company will disclose the remuneration of Mr. Wang in the annual reports.

Saved as disclosed hereof, Mr. Wang does not hold directorship in any other listed public companies or any other position in any subsidiaries of the Company in the past three years. Mr. Wang does not have any relationship with any other Directors, supervisors, senior management, substantial shareholders or controlling shareholders of the Company. Furthermore, Mr. Wang has no interest in the shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong). Save as disclosed above, there is no other information relating to Mr. Wang’s appointment which is required to be disclosed pursuant to the requirements of Rule 13.51(2) of the Hong Kong Listing Rules, and there are no other matters needed to be brought to the attention of the Shareholders.

3. PROPOSED CONTINUING CONNECTED TRANSACTIONS WITH PRESIDENT

3.1 INTRODUCTION

The Company entered into the Product Purchase Framework Agreement with President on 30 March 2012, whereby President agreed to purchase and the Company agreed to supply the Company’s products (including but not limited to different kinds of juice) for the three financial years ending 31 December 2014.

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LETTER FROM THE BOARD

As at the Latest Practicable Date, President holds 637,460,401 Domestic Shares, representing 14.94% of the total issued share capital of the Company. Under the Hong Kong Listing Rules, President is a substantial shareholder of the Company and thus is a connected person of the Company. Therefore, the transactions contemplated under the Product Purchase Framework Agreement between the Group and President constitute continuing connected transactions of the Company.

3.2 PRODUCT PURCHASE FRAMEWORK AGREEMENT

(1) Date of signing
30 March 2012
(2) Parties

President (as purchaser); and the Company (as supplier)

(3) Product Supply

Products to be supplied by the Group to President shall include but not limited to different kinds of juice, such as apple juice and pear juice.

The Group agreed to sell its products to President in first priority in the event that the purchase terms are the same as those of third parties (including but not limited to quantity, price and quality).

The Group agreed not to sell the products to President on terms less favourable than those offered to third parties for any transactions relating to the sales of products between the Group and President.

The Group and President agreed that the entering into of the Product Purchase Framework Agreement would not affect the selection of trading partners and conduct of transactions with third parties. President is entitled to purchase products from any third parties if a third party can sell the same or similar products at a more favourable price than the price available under the Product Purchase Framework Agreement.

In respect of all transactions contemplated under the Product Purchase Framework Agreement for the sales of products, both parties may, within the scope of the Product Purchase Framework Agreement, enter into specific product supply agreement, provided that the terms of the specific product supply agreement shall not contravene those of the Product Purchase Framework Agreement.

(4) Term

Commencing on 1 January 2012 and expiring on 31 December 2014.

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LETTER FROM THE BOARD

(5) Condition Precedent

The Product Purchase Framework Agreement is conditional upon the resolution regarding the Product Purchase Framework Agreement (including the annual caps) and the transactions contemplated thereunder being approved by the Independent Shareholders at the AGM.

(6) Basis of Pricing

Prices of products to be supplied by the Company shall be determined according to the following principles in orders:

the price prescribed by the PRC government (if any);
where there is no government-prescribed price, the guidance price set by the PRC government (if any);
where there is neither government-prescribed price nor government guidance price, the Market Price (including tender price);
where any of the above prices is unavailable or inapplicable, the Agreed Price.

3.3 HISTORICAL TRANSACTIONS AND AMOUNT

The historical amounts of products supplied by the Group to President are as follows:

	Twelve months	Twelve months	Twelve months
	ended 31	ended 31	ended 31
	December	December	December
	2009	2010	2011
	(RMB million)	(RMB million)	(RMB million)
Revenue
Amount paid to the Group
by President in respect
of the products provided
by the Group	0.49	0.54	0.81

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LETTER FROM THE BOARD

3.4 PROPOSED ANNUAL CAPS

The annual caps under the Product Purchase Framework Agreement for the three financial years ending 31 December 2014 are as follows:

Twelve months Twelve months Twelve months ending 31 ending 31 ending 31 December December December 2012 2013 2014 (RMB million) (RMB million) (RMB million)

Revenue

Amount payable to the

Group by President in respect of the products to be provided by the Group 60 72 86

The Board estimates that the annual caps of product sold to President for the three financial years ending 31 December 2014 will be RMB60,000,000, RMB72,000,000 and RMB86,000,000, respectively, mainly due to the following reasons:

(i) In 2011, President developed a new product (which uses the Company’s pear juice as an ingredient) with promising sales and its demand for the Company’s pear juice has and will significantly increase. It is estimated that the sales volume of the pear juice under the Products Purchase Framework Agreement will be at least over 50 times in the year of 2012 as compared with that in 2011, and there may be further increase by 20% to 26% for the years 2013 and 2014. Consequently, it is estimated that the sales volume of the Company’s products with President will increase significantly in the next thee financial years; and
(ii) It is estimated that the sales price based on the prevailing market prices of the Company’s products will also increase during the three financial years ending 31 December 2014 due to the increase in the costs for the production of the Company’s products, such as the raw materials and labor costs.

3.5 REASONS FOR ENTERING INTO CONTINUING CONNECTED TRANSACTIONS

The demand for the Company’s products (including pear juice concentrate) by President has increased substantially with the development of new products by President with the Company’s products as ingredients, while at the same time, the Company has sufficient production capacity and raw materials for production to satisfy the increase in demand by President. The supply of the Company’s products to President in the PRC will lower the freight costs as well as the exchange risks as compared to sales of the same products overseas. Besides, the supply of the Company’s

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LETTER FROM THE BOARD

products to President can expand the Company’s share in the domestic markets by maintaining close and stable business relationships with certain renowned beverage manufacturers in the PRC and broadening sales channels. Therefore, the Directors are of the opinion that the entering into of the Product Purchase Framework Agreement is beneficial to raising the proportion of domestic sales of the Company’s pear juice products as well as product diversification, which will in turn increase the revenue and profits of the Company. For the same reasons, the Company is of the view that it is in the best interest of the Company and the Shareholders as a whole to give first priority to the purchase by President in the event that the purchase terms are the same as those of third parties.

The Directors consider that the Product Purchase Framework Agreement and the transactions contemplated thereunder are entered into in the usual and ordinary course of business of the Company, and the terms and annual caps of which have been determined after arm’s length negotiation and are fair and reasonable and in the interests of the Company and the Shareholders as a whole. The recommendation from the Independent Board Committee and the advice from the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders in connection with the entering into of the Product Purchase Framework Agreement and the transactions contemplated thereunder is set out on pages 20 to 28 of this circular.

Mr. Lin Wu-Chung and Mr. Liu Tsung-Yi, Directors of the Company, abstained from voting on the board resolution approving the Product Purchase Framework Agreement due to their management positions in President. Save as mentioned above, none of the Directors has material interest in the transactions and hence no other Director abstained from voting on such board resolution.

3.6 HONG KONG LISTING RULES IMPLICATIONS

As an applicable percentage ratio in respect of the annual caps under the Product Purchase Framework Agreement (other than the profit ratio) exceeds 5% and the respective annual caps exceed HK$10,000,000, the transactions contemplated under the Product Purchase Framework Agreement constitute non-exempt continuing connected transactions under Rule 14A.35 of the Hong Kong Listing Rules and are subject to the requirements of reporting, announcement, Independent Shareholders’ approval and annual review under the Hong Kong Listing Rules.

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LETTER FROM THE BOARD

A resolution is included in the AGM to seek the approval of the Independent Shareholders by way of poll for the Product Purchase Framework Agreement (including the annual caps) and the transactions contemplated thereunder. President and its associate(s) (as defined under the Hong Kong Listing Rules) will abstain from voting on the relevant resolution.

3.7 GENERAL INFORMATION

The Company is a joint stock company incorporated in the PRC with limited liability and whose H shares have been listed on the Hong Kong Stock Exchange, initially on the Growth Enterprise Market, since 22 April 2003. The Company has been listed on the Main Board of the Hong Kong Stock Exchange since 19 January 2011 by way of transfer of listing from the Growth Enterprise Market of the Hong Kong Stock Exchange. The Company is principally engaged in the business of manufacturing and sale of apple juice concentrate, pear juice concentrate, apple essence, bio-feedstuff and related products.

President is a limited liability company established under the PRC laws and is principally engaged in the production and sales of beverages, a variety of food that uses flour as raw material, such as instant noodles, dairy products, popsicles, processed meat products, seasoning and food sauces, biscuits and pastries, as well as other food and beverage products. As at the Latest Practicable Date, President holds 637,460,401 Domestic Shares, representing 14.94% of the total issued share capital of the Company.

The Independent Board Committee has been appointed to advise the Independent Shareholders on the terms of the Product Purchase Framework Agreement and the annual caps for the entering into of the continuing connected transactions for the three financial years ending 31 December 2014.

Messis Capital Limited was appointed by the Company as the Independent Financial Adviser to make recommendations to the Independent Board Committee and Independent Shareholders on the entering into of continuing connected transactions and the annual caps.

4. PROPOSED SHARE CONSOLIDATION AND CHANGE IN BOARD LOT SIZE

4.1 INTRODUCTION

The Board proposed to consolidate every ten (10) Shares with a nominal value of RMB0.10 each into one (1) Consolidate Share of a nominal value of RMB1.00 each, and upon the effectiveness of the Share Consolidation, to consolidate the board lot size of H Shares for trading on the Main Board of the Hong Kong Stock Exchange from 5,000 shares (of RMB0.10 each) to 500 Consolidated Shares (of RMB1.00 each).

The registered and issued capital of the Company is RMB426,553,600, comprising 1,760,176,000 H Shares of RMB0.10 each (including 91,490,000 H Shares of RMB0.10 each repurchased by the Company under the general mandate granted by the 2010 AGM, which are pending cancellation) and 2,505,360,000 Domestic Shares of

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LETTER FROM THE BOARD

RMB0.10 each. Upon the Share Consolidation becomes effective and assuming the 91,490,000 H Shares repurchased by the Company have not been cancelled and no further H Shares nor Domestic Shares are issued or repurchased before the AGM, the registered and issued capital of the Company will be RMB426,553,600, comprising 176,017,600 H Shares of RMB1.00 each and 250,536,000 Domestic Shares of RMB1.00 each. Assuming the Share Consolidation becomes effective and assuming the 91,490,000 H Shares repurchased by the Company have been cancelled and no further H Shares nor Domestic Shares are issued or repurchased before the AGM, the registered and issued capital of the Company will be RMB417,404,600, comprising 166,868,600 H Shares of RMB1.00 each and 250,536,000 Domestic Shares of RMB1.00 each.

The Consolidated Shares will rank pari passu in all respects with each other and there will be no change in the relative rights of the Shareholders. Fractional entitlements of the Consolidated Shares will be aggregated and if possible, sold for the benefit of the Company.

As at the Latest Practicable Date, the Company has not issued any options, warrants, convertible notes, derivatives or other securities convertible or exchangeable into Shares.

On 25 October 2007, the Company passed a resolution in relation to a proposed share consolidation, but the proposed share consolidation has not been implemented by the Company. Therefore, the Board proposed the Share Consolidation for approval by Shareholders. Upon obtaining the Shareholders’ approval, the original share consolidation approved by the Shareholders in 2007 will become invalid.

4.2 CONDITIONS PRECEDENT TO THE SHARE CONSOLIDATION

The Share Consolidation is conditional upon, among other things, the following:

(1) the passing of the special resolution at the AGM and Class Meetings to approve the proposed Share Consolidation;
(2) the passing of the relevant Board resolution(s) to approve the implementation of the Share Consolidation pursuant to the authorization granted by the Shareholders by way of a special resolution at the AGM and Class Meetings;
(3) the approval of the Share Consolidation by the Ministry of Commerce of the PRC; and
(4) the Listing Committee of the Hong Kong Stock Exchange granting the listing of, and permission to deal in, the Consolidated H Shares.

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LETTER FROM THE BOARD

4.3 REASONS FOR THE SHARE CONSOLIDATION

The Board believes that the Share Consolidation will increase the nominal value of the Shares and the trading price of the H Shares on the Hong Kong Stock Exchange, and would attract more international institutional investors, thereby extending the Shareholders base. As such, it is in the best interests of the Company and the Shareholders as a whole.

The expected time table of the proposed Share Consolidation is subject to the above conditions. At the current stage, the Company is unable to ascertain the exact date the above conditions would be satisfied. Therefore, the effective date of the proposed Share Consolidation cannot be determined as at the Latest Practicable Date.

4.4 LISTING AND DEALING

Application will be made to the Listing Committee of the Hong Kong Stock Exchange for the listing of, and permission to deal in, the Consolidated H Shares.

Subject to the granting of the listing of, and the permission to deal in, the Consolidated H Shares on the Hong Kong Stock Exchange and the compliance on stock admission required by HKSCC, the Consolidated H Shares will be accepted as eligible securities by HKSCC for deposit, clearance and settlement in the CCASS with effect from the date of commencement of dealings in the Consolidated H Shares or such other date as determined by HKSCC.

4.5 CHANGE IN BOARD LOT SIZE

The Board has also resolved that upon the Share Consolidation coming into effect, the board lot size for trading in the H Shares on the Main Board of the Hong Kong Stock Exchange will be changed from 5,000 H Shares to 500 Consolidated H Shares. The change in the board lot size will not result in any change in the relevant rights of the Shareholders.

All necessary arrangement will be made for the Consolidated H Shares to be admitted into CCASS. All activities under CCASS are subject to the general rules of CCASS and CCASS operational procedures in effect from time to time.

4.6 GENERAL MATTERS

The Share Consolidation is subject to the above conditions. The Board is unable to ascertain the exact date of satisfying the above conditions and therefore the timetable for the Share Consolidation cannot be determined as at the Latest Practicable Date.

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LETTER FROM THE BOARD

Once the details of the arrangement and the expected timetable with regard to the parallel trading arrangements, trading arrangements for odd lot facilities, procedure for free exchange of share certificates for the Consolidated Shares and other matters relating to the Share Consolidation are finalized, the Company will make further announcement as soon as practicable.

5. AMENDMENTS TO THE ARTICLES OF ASSOCIATION

In compliance with the requirements of the Hong Kong Listing Rules and based on the actual situation of the Company, the Board proposes to make certain amendments to the Articles of Association, the proposed amendments by way of special resolution will be submitted to the AGM for Shareholders’ approval. The details of the proposed amendments to the Articles of Association is set out in Appendix I to this circular.

6. GENERAL MANDATE TO ISSUE SHARES

At the 2010 annual general meeting of the Company held on 28 June 2011, a general mandate was granted to the Directors to issue Shares. Such general mandate will lapse at the conclusion of the AGM.

The Company proposed a special resolution at the AGM to grant the Directors the Issue Mandate, details of which are set out in the proposed No. 11 resolution in the notice of AGM. Based on 4,174,046,000 Shares in issue as at the Latest Practicable Date (the above number of shares is calculated by subtracting 91,490,000 H Shares that have been repurchased pending cancellation under the repurchase general mandate granted by the 2010 annual general meeting of the Company from a total of 4,265,536,000 registered and issued Shares of the Company), and assuming that no further H Shares or Domestic Shares are issued or repurchased prior to the AGM, the Class Meeting for Holders of H Shares and the Class Meeting for Holders of Domestic Shares and subject to the passing of the relevant special resolution to approve the Issue Mandate at the AGM, the Directors will be authorized to allot and issue up to a limit of 834,809,200 Shares (comprising 333,737,000 H Shares and 501,072,000 Domestic Shares) under the Issue Mandate.

7. GENERAL MANDATE TO REPURCHASE H SHARES

At the 2010 annual general meeting of the Company held on 28 June 2011, a general mandate was granted to the Directors to repurchase H Shares. Such general mandate will lapse at the conclusion of the AGM.

The Company proposed a special resolution at the AGM, the Class Meeting for Holders of H Shares and the Class Meeting for Holders of Domestic Shares to grant the Directors again the Repurchase Mandate to purchase H Shares in issue with an aggregate nominal value not exceeding 10% of the aggregate nominal value of H Shares in issue as at the date of the passing of such resolution.

The Company Law (to which the Company is subject) provides that a joint stock limited company incorporated in the PRC may not repurchase its shares unless such repurchase is effected for the purpose of (a) reducing its share capital; (b) granting shares as

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LETTER FROM THE BOARD

reward to the staff of the company; (c) in connection with a merger between itself and another entity that holds its shares; or (d) the repurchase is made at the request of its shareholders who disagree with shareholders’ resolutions in connection with merger or division. The Articles of Association provides that subject to the approval of the relevant regulatory authorities of the PRC and compliance with the Articles of Association, share repurchase may be effected by the Company for the purpose of reducing its share capital, in connection with a merger between itself and another entity that holds its shares or in circumstances permitted by law or administrative regulations of the PRC.

The Hong Kong Listing Rules permit shareholders of a PRC joint stock limited company to grant a general mandate to the Directors to repurchase H shares of such company that are listed on the Hong Kong Stock Exchange. Such mandate is required to be given by way of a special resolution passed by shareholders in general meeting and special resolutions passed by holders of domestic shares and overseas listed foreign invested shares in separate class meetings.

As the H Shares are traded on the Hong Kong Stock Exchange in Hong Kong dollars and the price payable by the Company upon any repurchase of H Shares will, therefore, be paid in Hong Kong dollars, the approval of SAFE is required.

In accordance with the relevant requirements of the Articles of Association applicable to capital reduction, the Company will have to notify its creditors of the passing of such special resolution and the reduction to the registered capital of the Company that would occur should the Directors decide to exercise the Repurchase Mandate. Such notification has to be given in writing to the Company’s creditors within 10 days after the passing of such special resolutions and also by way of publication on three occasions of a press announcement within 30 days after the passing of such special resolution. Creditors then have a period of up to 30 days after the Company’s written notification or if no such notification has been received, up to 90 days after the first publication of the press announcement to require the Company to repay amounts due to them or to provide guarantees in respect of such amounts.

Accordingly, approval is being sought from the Shareholders for a general mandate to repurchase H Shares in issue. In accordance with the legal and regulatory requirements described above, the Directors will convene the AGM, the Class Meeting for Holders of H Shares and the Class Meeting for Holders of Domestic Shares. At each of such meetings, a special resolution will be proposed to grant to the Directors a general mandate to purchase H Shares in issue on the Hong Kong Stock Exchange with an aggregate nominal value not exceeding 10% of the aggregate nominal value of H Shares in issue as at the date of the passing of such resolution.

The Repurchase Mandate will be conditional upon:

(a) the special resolution approving the grant of the Repurchase Mandate being approved at each of the AGM, the Class Meeting for Holders of H Shares and the Class Meeting for Holders of Domestic Shares;

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LETTER FROM THE BOARD

(b) the approval of the relevant PRC regulatory authorities as may be required by the laws, rules and regulations of the PRC being obtained by the Company if appropriate; and
(c) the Company not being required by any of its creditors to repay or to provide guarantee in respect of any amount due to any of them (or if the Company is so required by any of its creditors, the Company having, in its absolute discretion, repaid or provided guarantee in respect of such amount using internal resource) pursuant to the notification procedure set out in the relevant article of the Articles of Association.

If the conditions are not fulfilled, the Repurchase Mandate will not be exercisable by the Directors.

The Repurchase Mandate would expire on the earlier of:

(a) the conclusion of the next annual general meeting of the Company following the passing of the relevant special resolution at the AGM, the Class Meeting for Holders of H Shares and the Class Meeting for Holders of Domestic Shares;
(b) the expiration of a 12-month period following the passing of the relevant special resolution at the AGM, the Class Meeting for Holders of H Shares and the Class Meeting for Holders of Domestic Shares; or
(c) the date on which the authority conferred by the relevant special resolution is revoked or varied by a special resolution of the Shareholders at a general meeting or by H Shareholders or Domestic Shareholders at their respective class meetings.

Regarding the Company’s intention to propose a special resolution at the AGM, the Class Meeting for Holders of H Shares and the Class Meeting for Holders of Domestic Shares to grant to the Directors the Repurchase Mandate, details of which are set out in the notices of the AGM, the Class Meeting for Holders of H Shares and the Class Meeting for Holders of Domestic Shares.

An explanatory statement giving certain information regarding the Repurchase Mandate is set out in Appendix II to this circular.

8. ANNUAL GENERAL MEETING, THE CLASS MEETING FOR HOLDERS OF H SHARES AND THE CLASS MEETING FOR HOLDERS OF DOMESTIC SHARES

The relevant form(s) of proxy and reply slip(s) for use at the AGM, the Class Meeting for Holders of H Shares and the Class Meeting for Holders of Domestic Shares are enclosed.

If you wish to attend such meetings by proxy, you are required to complete the enclosed form(s) of proxy in accordance with the instructions printed thereon and return them as soon as possible. For H Shareholders, the proxy form(s) shall be delivered to the Company’s H Share registrar, Tricor Tengis Limited at 26th Floor, Tesbury Centre, 28

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LETTER FROM THE BOARD

Queen’s Road East, Wanchai, Hong Kong. For Domestic Shareholders, the proxy form(s) shall be delivered to the registered office of the Company at No. 18 Andre Avenue, Muping Economic Development Zone, Yantai City, Shandong Province, the PRC, however, in any event not later than 24 hours before the time appointed for the holding of the relevant meeting(s) or any adjourned meeting(s) (as the case may be). Completion and return of the form(s) of proxy will not preclude you from attending and voting in person at the meeting(s) or any adjourned meeting(s) if you so wish.

If you intend to attend the respective meeting(s) in person or by proxy, you are required to complete and return the reply slip(s) to the principal place of business of the Company in Hong Kong (for H Shareholders) or to the registered office of the Company (for Domestic Shareholders) on or before Tuesday, 5 June 2012.

9. VOTING BY WAY OF POLL

In accordance with the provisions of the Hong Kong Listing Rules, any vote of shareholders at a general meeting must be taken by poll. As such, the resolutions set out in the notices convening the AGM, the Class Meeting for Holders of Domestic Shares and the Class Meeting for Holders of H Shares will be voted by poll. Results of the poll voting will be published on the Company’s website at www.andre.com.cn and the website of Hong Kong Exchanges and Clearing Limited at www.hkexnews.hk after the general meeting.

10. RECOMMENDATIONS

The Directors (including independent non-executive Directors) consider that the resolutions set out in the notices of the AGM, the Class Meeting for Holders of Domestic Shares and the Class Meeting for Holders of H Shares are all in the best interests of the Company and the Shareholders as a whole. Accordingly, the Board recommends to vote in favour of all the proposed resolutions.

The Directors also draw your attention to the letter from the Independent Board Committee and a letter from the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders which are set out on pages 20 to 28 of this circular. The Independent Board Committee, having taken into account the advice of the Independent Financial Adviser, considers that the terms of the Product Purchase Framework Agreement are on normal commercial terms, and are fair and reasonable and the entering into the Product Purchase Framework Agreement is in the interests of the Company and the Independent Shareholders as a whole. The Independent Board Committee further considers that each of the annual caps for the three years ending 31 December 2014 in respect of the continuing connected transactions is fair and reasonable so far as the Company and the Independent Shareholders are concerned. Accordingly, the Independent Board Committee recommends the Independent Shareholders to vote in favour of No. 8 ordinary resolution to be proposed at the AGM.

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LETTER FROM THE BOARD

11. ADDITIONAL INFORMATION

Your attention is also drawn to the other information set out in the Appendices of this circular.

By order of the Board Yantai North Andre Juice Co., Ltd.* Wang An Chairman

* For identification purpose only

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LETTER FROM THE INDEPENDENT BOARD COMMITTEE

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: 2218)

10 May 2012

To the Independent Shareholders

Dear Sir or Madam,

CONNECTED TRANSACTION ENTERING INTO THE PRODUCT PURCHASE FRAMEWORK AGREEMENT

We refer to the circular of the Company (the “ Circular ”) dated 10 May 2012 despatched to the Shareholders of which this letter forms a part. Unless the context requires otherwise, terms and expressions defined in the Circular shall have the same meanings in this letter.

We have been appointed to advise the Independent Shareholders on whether the terms of the Product Purchase Framework Agreement (including the annual caps) are fair and reasonable and in the interests of the Company and the Shareholders as a whole. Messis Capital Limited has been appointed to advise the Independent Board Committee and Independent Shareholders in respect of the terms of the Product Purchase Framework Agreement and the transactions contemplated thereunder.

We wish to draw your attention to the letter from the Board set out on pages 6 to 19 of the Circular and the letter from the Independent Financial Adviser set out on pages 21 to 28 of the Circular.

Having considered the advice given by Messis Capital Limited, we are of the opinion that the terms of the Product Purchase Framework Agreement (including the annual caps) are on normal commercial terms and are fair and reasonable and the entering into of the Product Purchase Framework Agreement with President is in the interests of the Company and the Shareholders as a whole. Accordingly, we recommend the Independent Shareholders to vote in favour of such ordinary resolution to be proposed at the AGM.

Yours faithfully,

For and on behalf of the Independent Board Committee Yantai North Andre Juice Co., Ltd.*

Yu Shou Neng Qu Wen Independent Non-executive Director Independent Non-executive Director Gong Fan Chow Kam Hung Independent Non-executive Director Independent Non-executive Director

* For identification purpose only

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

The following is the text of a letter from Messis in connection with the advice to the Independent Board Committee and the Independent Shareholders on the terms of the Product Purchase Framework (including the annual caps) Agreement and the transactions contemplated thereunder, which has been prepared for the purpose of inclusion in this circular:

10 May 2012

To the Independent Board Committee and the Independent Shareholders of the Company

Dear Sirs,

CONTINUING CONNECTED TRANSACTIONS ENTERING INTO THE PRODUCT PURCHASE FRAMEWORK AGREEMENT

INTRODUCTION

We refer to our engagement as the independent financial adviser to advise the Independent Board Committee and the Independent Shareholders in respect of the whether the Product Purchase Framework Agreement (including the annual caps) and the transactions contemplated thereunder are in the interests of the Company and the Shareholders as a whole and fair and reasonable so far as the Independent Shareholders are concerned, details of which are set out in the letter from the Board (the “Board Letter”) contained in the circular of the Company dated 10 May 2012 (the “Circular”) of which this letter forms part. Terms defined in the Circular shall have the same meanings in this letter unless the context of this letter otherwise requires.

As at the date of this announcement, President holds 637,460,401 Domestic Shares of the Company, representing 14.94% of the total issued share capital of the Company. Under the Hong Kong Listing Rules, President is a substantial shareholder of the Company and thus is a connected person of the Company. Therefore, the transactions contemplated under the Product Purchase Framework Agreement between the Group and President constitute continuing connected transactions of the Company.

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

under the Hong Kong Listing Rules and are subject to the requirements of reporting, announcement, independent Shareholders’ approval and annual review under the Hong Kong Listing Rules.

An Independent Board Committee of the Company has been formed to advise the Independent Shareholders on the terms of the Product Purchase Framework Agreement (including the annual caps) and the transactions contemplated thereunder.

In formulating our opinion, we have relied on the accuracy of statements, information, opinions and representations contained in the Circular and the information and representations provided to us by the Company and which the Directors consider to be complete and relevant, and have assumed that the statements made were true, accurate and complete at the time they were made and continue to be true on the date of the Circular. We have assumed that all information, representations and opinions contained or referred to in the Circular and all information, representations and opinions which have been provided by the Company are true at the time they were made and will continue to be true at the date of the despatch of the Circular.

We consider that we have received sufficient information to enable us to reach an informed view and to justify our reliance on the accuracy of the information and representations contained in the Circular and to provide a reasonable basis for our view and recommendation. We have no reason to suspect that any material information has been withheld by the Company or by the Directors. We have not, however, carried out any independent investigation into the business and affairs of the Company. Pursuant to the Listing Rules, we have taken reasonable steps to satisfy ourselves which include the following:

(a) obtained all the information and documents relevant to an assessment of the fairness and reasonableness of the terms of the Product Purchase Framework Agreement and the transactions contemplated thereunder (including the annual caps), including but not limited to, the Board Letter, the Product Purchase Framework Agreement, the announcement of the Company dated 30 March 2012 and the annual report of the Company for the year ended 31 December 2011;
(b) reviewed the reasons and background as well as the terms of the Product Purchase Framework Agreement (including the annual caps) and the transactions contemplated thereunder;
(c) reviewed the fairness and reasonableness of the assumptions and projections relevant to the annual caps; and
(d) confirmed that no third party expert opinion being relevant to the annual caps.

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

PRINCIPAL FACTORS TAKEN INTO ACCOUNT

In arriving at our opinions and recommendations to the Independent Board Committee and the Independent Shareholders in respect of whether the terms of the Product Purchase Framework Agreement (including the annual caps) and the transactions contemplated thereunder are fair and reasonable and are in the interests of the Company and the Shareholders as a whole, we have considered the principal factors and reasons set out below:

I. Background of and reasons for entering into the Product Purchase Framework Agreement

The Board announced that the Company entered into the Product Purchase Framework Agreement with President on 30 March 2012, whereby President agrees to purchase and the Company agrees to supply the Company’s products (including but not limited to different kinds of juice) to regulate the product purchase between the Group and President for the three financial years ending 31 December 2014.

The Company

The Company is a joint stock limited company incorporated in the PRC with limited liability and whose H shares have been listed on the Stock Exchange, initially on the Growth Enterprise Market, since 22 April 2003. The Company has been listed on the Main Board of the Stock Exchange since 19 January 2011 by way of transfer of listing from the Growth Enterprise Market of the Stock Exchange. The Company is principally engaged in the business of manufacturing and sale of apple juice concentrate, pear juice concentrate, apple essence, bio-feedstuff and related products.

President

President is a limited liability company established under the PRC laws and is principally engaged in the production and sales of beverages, a variety of food that uses flour as raw material, such as instant noodles, dairy products, processed meat products, seasoning and food sauces, biscuits and pastries, as well as other food and beverage products. As at the Latest Practicable Date, President holds 637,460,401 domestic shares of the Company, representing 14.94% of the total issued share capital of the Company.

Reasons for the entering into the Product Purchase Framework Agreement

The demand for the Company’s products (including pear juice concentrate) by President has increased substantially with the development of new products by President with the Company’s product as ingredients, while as the same time, the Company has sufficient production capacity and raw materials for production to satisfy the increase in demand by President. The supply of the Company’s products to President in China will lower the freight costs as well as the exchange risks as compared to sales of the same products overseas. Besides, the supply of Company’s products to President can expand the Company’s share in the domestic markets by maintaining close and stable business relationships with certain renowned beverage manufacturers in the PRC and broadening sales channels.

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

The Directors are of the opinion that the entering into of the Product Purchase Framework Agreement is beneficial to raising the proportion of its domestic sales and product diversification, which will in turn increase the revenue and profits of the Company.

Having considered that the entering into the Product Purchase Framework Agreement is in line with the principal business of the Company and will allow the Company to (i) further utilize the production capacity and raw materials for production; (ii) to raise the proportion of its domestic sales; and (iii) to achieve a higher level of product diversification; through increasing the sales of the Company’s products (including but not limited to different kinds of juice) to President, we are of the view that the entering into the Product Purchase Framework Agreement is within the ordinary course of businesses of the Company and in the interests of the Company.

II. Terms of the Product Purchase Framework Agreement

Signing Date

30 March 2012

Parties

President (as purchaser); and

the Company (as supplier)

Product Supply

Products to be supplied by the Group to President shall include but not limited to different kinds of juice, such as apple juice and pear juice.

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

Based on the terms stated above that (i) the Group and President agreed that the entering into of the Product Purchase Framework Agreement would not affect the selection of trading partners and conduct of transactions with third parties; and (ii) the Group agreed to sell its products to President in first priority in the event that the purchase terms are the same as those of third parties; we are of the view that in the event of President being unable to offer the purchase terms same as those terms offered by third parties (including but not limited to quantity, price and quality), the Group is allowed to sell these products to the independent third parties which is fair and reasonable so far as the Independent Shareholders are concerned.

Term

Commencing on 1 January 2012 and expiring on 31 December 2014.

Condition Precedent

Basis of Pricing

Prices of products to be supplied by the Company shall be determined according to the following principles in orders:

the price prescribed by the PRC government (if any);
where there is no government-prescribed price, the guidance price set by the PRC government (if any);
where there is neither government-prescribed price nor government guidance price, the Market Price (including tender price); and
where any of the above prices is unavailable or inapplicable, the Agreed Price.

We are of the view that it is fair and reasonable, so far as the Independent Shareholders are concerned, the prices of products to be supplied by the Company under the Product Purchase Framework Agreement to be determined is according to the price prescribed by the PRC government, the guidance price set by the PRC government, the Market Price (including tender price) or the Agreed Price. The Market Price means either the prevailing price being charged by independent third parties under ordinary course of

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

business for the sales of the same type of products at the selling places or its nearby regions; or the prevailing price being charged by independent third parties under ordinary course of business for the sales of the same type of products in the PRC. The Agreed Price means the price determined on the basis of reasonable cost with reasonable profit.

Historical Figures

The historical amounts of products supplied by the Group to President are as follows:

	Twelve months	Twelve months	Twelve months
	ended	ended	ended
	31 December	31 December	31 December
	2009	2010	2011
	(RMB million)	(RMB million)	(RMB million)
Revenue
Amount paid to the Group by
President in respect of the
products provided by the
Group	0.49	0.54	0.81

Proposed Annual Caps

Set out below are the expected annual caps under the Product Purchase Framework Agreement for each of the three financial years ending 31 December 2014 are as follows:

Twelve months	Twelve months	Twelve months
ending	ending	ending
31 December	31 December	31 December
2012	2013	2014
(RMB million)	(RMB million)	(RMB million)

Revenue

Amount paid to the Group by President in respect of the products provided by the Group 60 72 86

The Board estimates the annual caps of product sold to President for the three financial years ending 31 December 2014 will be RMB60,000,000, RMB72,000,000 and RMB86,000,000 respectively, mainly due to the following reasons:

i. In 2011, President developed a new product (which uses the Company’s pear juice as an ingredient) with promising sales and its demand for the Company’s pear juice has and will significantly increase. It is estimated that the sales volume of the pear juice under the Product Purchase Framework Agreement will be at least over 50 times in the year of 2012 as compared with that in 2011, and there may

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

be further increase by 20% to 26% for the years 2013 and 2014. Consequently, it is estimated that the sales volume of the Company’s products with President will increase significantly in the next three financial years; and

ii. It is estimated that the sales price based on the prevailing market prices of the Company’s products will also increase during the three financial years ending 31 December 2014 due to the increase in the costs for the production of the Company’s products, such as the new materials and labour costs.

We have researched on the market performance of the juice market in China. According to the latest market research the 2011 report of ACNielsen, a global marketing research firm with research teams located in most of the countries worldwide including China, that (i) drinks with low concentration of juice still dominate the Chinese juice drinks market accounting for 77.0% of all juice drinks in 2011; (ii) the general sales of juice drinks grew by 11.2% compared to the corresponding period last year in 2010; and (iii) the President Group’s juice drinks was 8.9 percentage points higher than the market average.

We have also reviewed the 2011 annual report of Uni-President China Holdings Limited and its subsidiaries (the “President Group”). The 2011 annual report of the President Group stated that the sales of the President Group’s juice drinks jumped by 20.1% from last year to a record high, topping RMB3,000 million for the first time in 2011. The remarkable performance was mainly driven by the successful launch of the new Crystal Sugar Pear Drink.

Having considered each of the annual caps above have been determined by reference to (i) the promising sales trend of President’s new products accordingly to the 2011 report of ACNielsen, the 2011 annual report the President Group and the estimation of the Company; (ii) the allowance for the Company to further utilization the production capacity and raw materials; (iii) the benefit of product diversification under the entering into the Product Purchase Framework Agreement; and (iv) the prices of products to be supplied by the Company under the Product Purchase Framework Agreement being fair and reasonable, we consider that the annual caps under the Product Purchase Framework Agreement are in the interest of the Independent Shareholders and the Company as a whole.

In addition to the terms including basis of pricing and the proposed annual caps, we have also reviewed other terms of the Product Purchase Framework Agreement without any extra-ordinary terms, including any less favourable terms to the Company, being noted, we are of the view that the entering into the Product Purchase Framework Agreement is on normal commercial terms.

III. Recommendation

Having considered the factors and reasons as stated above, we are of the view that entering into the Product Purchase Framework Agreement (including the annual caps) and the transactions contemplated thereunder are within the ordinary course of businesses of the Company, on normal commercial terms, in the interests of the Company and the Shareholders as a whole and fair and reasonable so far as the Independent Shareholders are concerned. Accordingly, we recommend the Independent Shareholders and advise the

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

Independent Board Committee to recommend the Independent Shareholders to vote in favour of the ordinary resolution in relation to the Product Purchase Framework Agreement (including the annual caps) and the transactions contemplated thereunder at the AGM.

Yours faithfully, For and on behalf of Messis Capital Limited Michael Leung Executive Director

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PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

Particulars of the proposed amendments to the Articles of Association are set out as follows:

Before amendment

After amendment

Articles Particulars Article 27 When the Company is to buy back shares by an agreement outside a securities exchange, prior approval shall be obtained from the Shareholders’ Meeting in accordance with the procedures provided for in the Company’s Articles of Association. Upon prior approval of the Shareholders’ Meeting obtained in the same manner, the Company may rescind or change contracts concluded in the manner set forth above or waive any of its rights under such contracts. For the purposes of the above paragraph, contracts for the buy-back of shares shall include (but not limited to) agreements whereby buy-back obligations are undertaken and buy-back rights are acquired. The Company may not assign contracts for the buy-back of its own shares or any of its rights thereunder.

Articles Particulars Article 27 Where the Company has the power to purchase for redemption a redeemable share, purchases not made through the market or by tender shall be limited to a maximum price; if purchases are by tender, tenders shall be made available to all shareholders on the same conditions.

When the Company is to buy back shares by an agreement outside a securities exchange, prior approval shall be obtained from the Shareholders’ Meeting in accordance with the procedures provided for in the Company’s Articles of Association. Upon prior approval of the Shareholders’ Meeting obtained in the same manner, the Company may rescind or change contracts concluded in the manner set forth above or waive any of its rights under such contracts.

For the purposes of the above paragraph, contracts for the buy-back of shares shall include (but not limited to) agreements whereby buy-back obligations are undertaken and buy-back rights are acquired.

The Company may not assign contracts for the buy-back of its own shares or any of its rights thereunder.

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PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

Before amendment

After amendment

Articles

Particulars

Articles

Particulars

Article 60 The notice of a Shareholders’ Meeting shall be delivered to the shareholders (whether or not entitled to vote thereat) by specially assigned person or prepaid mail to the recipient’s address shown in the register of shareholders. For holders of domestic shares, the notice of a Shareholders’ Meeting may also be given by public announcement.

Article 60 The notice of a Shareholders’ Meeting shall be delivered to the shareholders (whether or not entitled to vote thereat) by specially assigned person or prepaid mail to the recipient’s address shown in the register of shareholders. For holders of domestic shares, the notice of a Shareholders’ Meeting may also be given by public announcement.

The public announcement referred to in the preceding paragraph shall be published in one or more newspapers or periodicals designated by the State Council authorities in charge of securities during the period between forty-five and fifty days before the meeting is held. Once the announcement is made, all holders of domestic shares shall be deemed to have received the notice of the relevant Shareholders’ Meeting.

The public announcement referred to in the The public announcement referred to in the preceding paragraph shall be published in preceding paragraph shall be published in one or more newspapers or periodicals one or more newspapers or periodicals designated by the State Council authorities designated by the State Council authorities in charge of securities during the period in charge of securities during the period between forty-five and fifty days before the between forty-five and fifty days before the meeting is held. Once the announcement is meeting is held. Once the announcement is made, all holders of domestic shares shall be made, all holders of domestic shares shall be deemed to have received the notice of the deemed to have received the notice of the relevant Shareholders’ Meeting. Such public relevant Shareholders’ Meeting. announcement shall be published in Chinese and English in accordance with Article 184. Article 90 The Company shall establish a board of Article 90 The Company shall establish a board of directors. The board of directors comprises 9 directors. The board of directors comprises 9 directors, of which 2 are executive directors directors, of which 3 are executive directors and 7 are external directors (refer to and 6 are external directors (refer to directors who do not hold any positions in directors who do not hold any positions in the Company). External directors include 3 the Company). External directors include 2 non-executive directors and 4 independent non-executive directors and 4 independent non-executive directors (refer to directors non-executive directors (refer to directors who do not hold any positions in the who do not hold any positions in the Company and are independent from the Company and are independent from the shareholders of the Company). The Board shareholders of the Company). The Board shall include 1 chairman and 1 vice shall include 1 chairman and 1 vice chairman. chairman.

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PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

Before amendment

After amendment

Articles Particulars Articles Particulars Article 95 Board meetings shall be convened by the Article 95 Board meetings shall be convened by the chairman and held at least twice a year. chairman and held at least four times a year. Notice of at least 7 days shall be given of a Notice of at least 14 days shall be given of board meeting to all directors. In case of a board meeting to all directors. In case of urgent matters, extraordinary board meetings urgent matters, extraordinary board meetings shall be held at the requisition of at least shall be held at the requisition of at least two directors or the chairman or the general two directors or the chairman or the general managers of the Company. At least two managers of the Company and shall be independent directors may propose to notified to all directors within reasonable convene a special general meeting. time. At least two independent directors may Independent directors may report directly to propose to convene a special general the members in the general meetings, CSRC meeting. Independent directors may report and other relevant regulatory departments. directly to the members in the general meetings, CSRC and other relevant regulatory departments. Article 96 Notice of meetings and extraordinary Article 96 Notice of meetings and extraordinary meetings of the Board shall be delivered in meetings of the Board shall be delivered in person, by telephone, facsimile, express person, by telephone, facsimile, express delivery service or registered mail. The time delivery service, registered mail, email or limit for delivery of such notice shall be at other forms of electronic communication. least 7 days before the meetings. The first The Company shall set up an audit The first The Company shall set up an audit paragraph of committee comprising at least two members, paragraph of committee comprising at least three Article 122 the majority of which shall be independent Article 122 members who shall be nonexecutive non-executive directors of the Company. If directors. The majority of the committee the committee has only two members, those shall be independent non-executive directors members must be the independent of the Company. non-executive directors of the Company.

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PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

Before amendment

Articles

Particulars

Article 124 The duties of the audit committee shall include:
to review the draft of the Company’s annual reports and accounts, interim reports and quarterly reports, and to make recommendations and suggestions thereof to the Board. In this regard:
- (1) the committee members shall communicate with the Board, other senior management and qualified accountant employed by the Company, and the committee shall meet at least once a year with the Company’s accounting firm;
- (2) the committee shall consider any material items or irregularities reflected or to be reflected in such reports and accounts, and shall give due consideration to any matters raised by the qualified accountant, compliance officer or accounting firm of the Company.
to review and oversee the Company’s financial reporting and internal control procedures.

After amendment

Articles

Particulars

Article 124

The duties of the audit committee shall include:

to review the draft of the Company’s annual reports and accounts, interim reports and other financial reports, and to make recommendations and suggestions thereof to the Board. In this regard:
(1) the committee members shall communicate with the Board, other senior management and qualified accountant employed by the Company, and the committee shall meet at least twice a year with the Company’s accounting firm;
(2) the committee shall consider any material items or irregularities reflected or to be reflected in such reports and accounts, and shall give due consideration to any matters raised by the compliance officer or accounting firm of the Company.
to review and oversee the Company’s financial reporting and internal control procedures.

The term “Growth Enterprise Market” referred to in the existing Articles of Association shall be changed to “Main Board”.

– 32 –

EXPLANATORY STATEMENT

APPENDIX II

This explanatory statement contains all the information required to be given to the Shareholders of the Company pursuant to Rule 10.06 of the Hong Kong Listing Rules in connection with the proposed Repurchase Mandate, which is set out as follows:

(i) Hong Kong Listing Rules

The Hong Kong Listing Rules permit companies with a primary listing on the Hong Kong Stock Exchange to repurchase their securities on the Hong Kong Stock Exchange subject to certain restrictions. Repurchases must be funded out of funds legally available for the purpose and in accordance with the company’s constitutional documents and the applicable laws of the jurisdiction in which the company is incorporated or otherwise established. Any premium payable on a repurchase over the par value of the shares may be effected out of book balance of distributable profits of the Company or proceeds of a new issue of shares made for such purpose.

(ii) Reasons for Repurchase of H Shares

The Directors believe that it is in the best interests of the Company and the Shareholders as a whole to seek a general authority from the Shareholders to enable the Company to repurchase H Shares in the market. Such repurchase may, depending on the market conditions and funding arrangement at the time, lead to an enhancement of the net assets value and/or earnings per Share of the Company and will only be made when the Directors believe that such a repurchase will benefit the Company and the Shareholders.

(iii) Registered Capital

As at the Latest Practicable Date, the registered capital of the Company is RMB426,553,600 comprising 1,760,176,000 H Shares of RMB0.10 each (including 91,490,000 H Shares of RMB0.10 each repurchased by the Company under the general mandate granted by the 2010 AGM and have not been cancelled) and 2,505,360,000 Domestic Shares of RMB0.10 each.

(iv) Exercise of the Repurchase Mandate

Subject to the passing of the special resolution approving the grant of the Repurchase Mandate at each of the AGM, the Class Meeting for Holders of Domestic Shares and the Class Meeting for Holders of H Shares, the Directors will be granted the Repurchase Mandate until the end of the Relevant Period (as defined in the special resolution in each of the notices of AGM, the Class Meeting for Holders of Domestic Shares and the Class Meeting for Holders of H Shares).

Additionally, the exercise of the Repurchase Mandate is subject to the approvals of the relevant PRC regulatory authorities as required by the laws, rules and regulations of the PRC being obtained and the Company not being required by any of its creditors to repay or to provide guarantee in respect of any amount due to any of them (or if the Company is so required by any of its creditors, the Company having, in its absolute discretion, repaid or provided guarantee in respect of such amount using

– 33 –

EXPLANATORY STATEMENT

APPENDIX II

internal resource) pursuant to the notification procedure set out in the relevant article of the Articles of Association. The notification to the creditors will not be issued until the AGM, the Class Meeting for Holders of Domestic Shares and the Class Meeting for Holders of H Shares to be convened have approved the Repurchase Mandate by way of special resolutions.

The exercise in full of the Repurchase Mandate (on the basis of 1,668,686,000 H Shares in issue as at the Latest Practicable Date (the above number of shares is calculated by subtracting 91,490,000 H Shares that have not been cancelled and repurchased under the general mandate granted by the 2010 annual general meeting of the Company from a total of 1,760,176,000 registered and issued H Shares of the Company) and no H Shares will be allotted and issued or repurchased by the Company on or prior to the date of the AGM, the Class Meeting for Holders of Domestic Shares and the Class Meeting for Holders of H Shares) would result in a maximum of 166,868,600 H Shares being repurchased by the Company during the Relevant Period, being the maximum of 10% of the total H Shares in issue as at the date of passing the relevant resolutions at the AGM, the Class Meeting for Holders of Domestic Shares and the Class Meeting for Holders of H Shares.

The Repurchase Mandate would expire on the earlier of:

(a) the conclusion of the next annual general meeting of the Company following the passing of the relevant special resolution at the AGM, the Class Meeting for Holders of Domestic Shares and the Class Meeting for Holders of H Shares;
(b) the expiration of a 12-month period following the passing of the relevant special resolution at the AGM, the Class Meeting for Holders of Domestic Shares and the Class Meeting for Holders of H Shares; or
(c) the date on which the authority conferred by the relevant special resolution is revoked or varied by a special resolution of the Shareholders at a general meeting or by H Shareholders or Domestic Shareholders at their respective class meetings.

(v) Funding of Repurchases

In repurchasing its H Shares, the Company intends to apply funds from the Company’s internal resources legally available for such purpose in accordance with the Articles of Association and the applicable laws, rules and regulations of the PRC.

The Company is empowered by the Articles of Association to purchase its H Shares. Any repurchases by the Company may only be made out of either the funds of the Company that would otherwise be available for dividend or distribution or out of the proceeds of a new issue of shares made for such purpose. Under the PRC laws, H Shares so repurchased will be treated as cancelled and the Company’s registered capital will be reduced by an amount equivalent to the aggregate nominal value of the H

– 34 –

EXPLANATORY STATEMENT

APPENDIX II

Shares so cancelled. The Company may not purchase securities on the Hong Kong Stock Exchange for a consideration other than cash or for settlement otherwise than in accordance with the trading rules of the Hong Kong Stock Exchange from time to time.

Based on the financial position disclosed in the recently published audited accounts for the year ended 31 December 2011, the Directors consider that there will not be any material adverse impact on the working capital or gearing position of the Company in the event that the Repurchase Mandate is to be exercised in full at any time during the proposed repurchase period. The number of H Shares to be repurchased on any occasion and the price and other terms upon which the same are repurchased will be decided by the Directors at the relevant time having regard to the circumstances then prevailing and in the best interests of the Company.

(vi) Status of Repurchased H Shares

The Hong Kong Listing Rules provide that the listing of all the H Shares repurchased by the Company shall automatically be cancelled and the relevant share certificates shall be cancelled and destroyed. Under the PRC laws, the H Shares repurchased by the Company will be cancelled and the Company’s registered capital will be reduced by an amount equivalent to the aggregate nominal value of the H Shares so cancelled.

(vii) H Shares Prices

The highest and lowest prices at which the H Shares have been traded on the Hong Kong Stock Exchange during each of the twelve months preceding the Latest Practicable Date were as follows:

	H Share	prices
	Highest	Lowest
	HK$	HK$
2011
May	0.3900	0.3650
June	0.3900	0.3200
July	0.3800	0.3050
August	0.3700	0.2600
September	0.2800	0.2300
October	0.2490	0.2210
November	0.2700	0.2250
December	0.2500	0.2190
2012
January	0.2750	0.2100
February	0.2950	0.2440
March	0.3300	0.2800
April	0.3700	0.3050

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EXPLANATORY STATEMENT

APPENDIX II

(viii) Substantial Shareholders

As at the Latest Practicable Date, the interests of substantial shareholders of the Company, as defined under the Hong Kong Listing Rules, were as follows:

			Approximate
			percentage of
		Number of	total share
Name of substantial shareholder	Class of Shares	Shares held	capital(Note)
Wang An	Domestic Shares	1,188,105,006	28.46%
	H Shares	17,085,000	0.41%
Donghua Fruit Industry Co., Ltd.	Domestic Shares	657,794,593	15.76%
Uni-President Enterprises Corp.	Domestic Shares	637,460,401	15.27%

Note: In this appendix, total share capital of the Company is based on 4,174,046,000 Shares in issue (the above number of shares is calculated by subtracting 91,490,000 H Shares that have not been cancelled and repurchased under the general mandate granted by the 2010 annual general meeting of the Company from a total of 4,265,536,000 registered and issued Shares of the Company).

(ix) General Information

(a) None of the Directors nor, to the best of their knowledge having made all reasonable enquiries, any of their associates, have any present intention to sell any Shares to the Company or any of its subsidiaries under the Repurchase Mandate if such is approved by the Shareholders of the Company.
(b) The Directors have undertaken to the Hong Kong Stock Exchange that, so far as the same may be applicable, they will exercise the power of the Company to repurchase the H Shares pursuant to the Repurchase Mandate in accordance with the Hong Kong Listing Rules and the applicable laws of PRC.
(c) No connected person (as defined in the Hong Kong Listing Rules) of the Company has notified the Company that he has a present intention to sell H Shares to the Company or its subsidiaries, or has undertaken not to do so, if the Repurchase Mandate is granted and is exercised.

– 36 –

EXPLANATORY STATEMENT

APPENDIX II

(x) Takeovers Code

If on the exercise of the power to repurchase Shares pursuant to the Repurchase Mandate, a shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purposes of Rule 32 of Takeovers Code. As a result, a shareholder or group of shareholders acting in concert could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rules 26 and 32 of the Takeovers Code.

Assuming that the substantial shareholders do not dispose of its Shares, if the Repurchase Mandate was exercised in full, the percentage shareholdings of the substantial shareholders before and after such repurchase would be as follows:

	before	after
Name of substantial shareholder	repurchase	repurchase
Wang An	28.87%	30.08%
Donghua Fruit Industry Co., Ltd.	15.76%	16.42%
Uni-President Enterprises Corp.	15.27%	15.91%

The Company will take appropriate steps when necessary to avoid the exercise of the Repurchase Mandate having the implications for the substantial shareholders under the Takeovers Code.

Assuming that there is no issue of Shares between the Latest Practicable Date and the date of a repurchase, an exercise of the Repurchase Mandate whether in whole or in part will not result in less than the relevant prescribed minimum percentage of the Shares of the Company being held by the public as required by the Hong Kong Stock Exchange. The Directors have no intention to exercise the Repurchase Mandate to an extent which may result in a public shareholding of less that such minimum percentage.

The Directors are not aware of any consequences that may arise under the Takeovers Code and/or any similar applicable law of which the Directors are aware, if any, as a result of any repurchases made under the Repurchase Mandate.

– 37 –

EXPLANATORY STATEMENT

APPENDIX II

(xi) Share Repurchases Made by the Company

The Company purchased on the Hong Kong Stock Exchange 91,490,000 H Shares for a total consideration of HK$29,470,175 during the six months period preceding the Latest Practicable Date. All 91,490,000 H Shares repurchased are still not cancelled. Details of the share repurchased are as follows:

Purchase Date 20 February 2012 21 February 2012 24 February 2012 27 February 2012 28 February 2012 2 April 2012 3 April 2012 5 April 2012 10 April 2012 11 April 2012 12 April 2012 16 April 2012 17 April 2012 18 April 2012 19 April 2012 20 April 2012 23 April 2012 24 April 2012 25 April 2012 26 April 2012 27 April 2012 30 April 2012 2 May 2012 3 May 2012 4 May 2012	Number of shares purchased Price per share Highest price Lowest price 3,225,000 HK$0.255 HK$0.250 18,915,000 HK$0.260 HK$0.250 65,000 HK$0.275 HK$0.275 85,000 HK$0.280 HK$0.280 1,345,000 HK$0.290 HK$0.290 3,630,000 HK$0.300 HK$0.285 2,030,000 HK$0.305 HK$0.300 1,175,000 HK$0.305 HK$0.305 6,030,000 HK$0.305 HK$0.305 260,000 HK$0.305 HK$0.305 1,805,000 HK$0.315 HK$0.315 1,995,000 HK$0.325 HK$0.320 3,710,000 HK$0.325 HK$0.320 2,380,000 HK$0.330 HK$0.330 3,355,000 HK$0.340 HK$0.330 3,285,000 HK$0.350 HK$0.340 2,720,000 HK$0.355 HK$0.350 5,785,000 HK$0.360 HK$0.355 2,125,000 HK$0.360 HK$0.360 4,750,000 HK$0.365 HK$0.360 2,425,000 HK$0.365 HK$0.360 1,600,000 HK$0.370 HK$0.370 4,995,000 HK$0.370 HK$0.365 4,755,000 HK$0.365 HK$0.365 9,045,000 HK$0.365 HK$0.365 91,490,000	Total Consideration HK$ 819,350 HK$ 4,890,000 HK$ 17,875 HK$ 23,800 HK$ 390,050 HK$ 1,053,225 HK$ 611,500 HK$ 358,375 HK$ 1,839,150 HK$ 79,300 HK$ 568,575 HK$ 648,175 HK$ 1,204,250 HK$ 785,400 HK$ 1,139,075 HK$ 1,147,900 HK$ 963,600 HK$ 2,080,100 HK$ 765,000 HK$ 1,733,250 HK$ 885,075 HK$ 592,000 HK$ 1,838,150 HK$ 1,735,575 HK$ 3,301,425
		HK$29,470,175

– 38 –

GENERAL INFORMATION

APPENDIX III

RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Hong Kong Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

DISCLOSURE OF INTERESTS

Directors’, Supervisors’ and Chief Executive’s Interests and Short Positions in the Shares, Underlying Shares and Debentures of the Company

As at the Latest Practicable Date, the interests and short positions of the Directors, supervisors and chief executive of the Company in the shares, underlying shares and debentures of the Company and its associated corporations (within the meaning of Part XV of the Securities and Futures Ordinance (“SFO”)) which were (a) required to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests and short positions which they are taken or deemed to have under such provisions of the SFO); and (b) required to be recorded in the register kept by the Company pursuant to section 352 of the SFO or as otherwise notified to the Company and the Stock Exchange pursuant to the required standard of dealings by the directors of the Company as referred to in Appendix 10 of the Listing Rules were as follows:

					Approximate
					percentage of	Approximate
					Domestic	percentage of
Name of		Number of		Type of	Shares/ H	total share
Directors	Class of Shares	shares held	Capacity	Interest	Shares	capital
Wang An	Domestic Shares	1,188,105,006 (L)	Interest of controlled	Personal	47.42% (L)	27.85% (L)
(Note 1)			corporations (Note 2)
	H Shares	17,085,000 (L)	Interest of controlled	Personal	0.97% (L)	0.40% (L)
			corporations (Note 3)
Liu Tsung-Yi	H Shares	1,954,000 (L)	Beneficial owner	Personal	0.11% (L)	0.045% (L)

Notes: The letter “L” denotes a long position.

(1) As at the Latest Practicable Date, Mr. Wang An, a Director of the Company, controlled (a) 90% interest in China Pingan Investment Holdings Limited, which held 441,519,606 Domestic Shares and 17,085,000 H Shares, representing 10.35% and 0.40% interests in the total issued share capital of the Company, respectively; and (b) 90% interest in Shandong Andre Group Co., Ltd.*（山東安德利集團有限公司）, which held 746,585,400 Domestic Shares, representing 17.50% interest in the total issued share capital of the Company.
(2) Mr. Wang An was deemed to be interested in these Domestic Shares through his interests in China Pingan Investment Holdings Limited and Shandong Andre Group Co., Ltd.*（山東安德利集團有限公司）.

* For identification purpose only

– 39 –

GENERAL INFORMATION

APPENDIX III

(3) The long position in 17,085,000 H Shares was held by China Pingan Investment Holdings Limited. Mr. Wang An was deemed to be interested in these H Shares through his 90% interest in China Pingan Investment Holdings Limited.

At the Latest Practicable Date, none of the Directors, supervisors or chief executive had any interests or short positions in the shares, underlying shares or debentures of the Company or any of its associated corporations (within the meaning of Part XV of the SFO) which are (a) required to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests and short positions which they are taken or deemed to have under such provisions of the SFO); and (b) required to be recorded in the register kept by the Company pursuant to Section 352 of the SFO or as otherwise notified to the Company and the Stock Exchange pursuant to Appendix 10 of the Hong Kong Listing Rules.

Substantial Shareholders’ Interests and Short Positions in the Shares, Underlying Shares and Debentures of the Company

As at the Latest Practicable Date, so far as the Directors are aware, the following persons (other than the Directors, supervisors and chief executive of the Company) had interests and short positions in the shares, underlying shares and debentures of the Company which were discloseable under Divisions 2 and 3 of Part XV of the SFO and recorded in the register kept by the Company pursuant to section 336 of the SFO:

					Approximate
					percentage of	Approximate
					Domestic	percentage of
		Number of		Type of	Shares/ H	total share
Name of shareholders	Class of shares	shares held	Capacity	Interest	Shares	capital
China Pingan	Domestic Shares	441,519,606 (L)	Beneficial owner	Corporate	17.62% (L)	10.35% (L)
Investment Holdings		(Note 1)
Limited
	H Shares	17,085,000 (L)	Beneficial owner	Corporate	0.97% (L)	0.40% (L)
Shandong Andre Group	Domestic Shares	746,585,400 (L)	Beneficial owner	Corporate	29.80% (L)	17.50% (L)
Co., Ltd.*（山東安德利		(Note 2)
集團有限公司）
Donghua Fruit Industry	Domestic Shares	657,794,593 (L)	Beneficial owner	Corporate	26.26% (L)	15.42% (L)
Co., Ltd.		(Note 3)
Uni-President	Domestic Shares	637,460,401 (L)	Interests of	Corporate	25.44% (L)	14.94% (L)
Enterprises Corp.		(Note 4)	controlled
			corporations
			(Note 5)
Atlantis Capital	H Shares	320,000,000 (L)	Beneficial owner	Corporate	18.18% (L)	7.50% (L)
Holdings Limited		(Note 6)
Norges Bank	H Shares	123,360,000 (L)	Beneficial owner	Corporate	7.01% (L)	2.90% (L)
Mitsui & Co., Ltd.	H Shares	213,400,000 (L)	Beneficial owner	Corporate	12.12% (L)	5.00% (L)
		(Note 7)
JP Morgan Chase & Co.	H Shares	123,360,000 (L)	Custodian	Corporate	7.01% (L)	2.90% (L)
			corporation/
		123,360,000 (P)	approved lending		7.01% (P)	2.90% (P)
		(Note 8)	agent

– 40 –

GENERAL INFORMATION

APPENDIX III

					Approximate
					percentage of	Approximate
					Domestic	percentage of
		Number of		Type of	Shares/ H	total share
Name of shareholders	Class of shares	shares held	Capacity	Interest	Shares	capital
HSBC Global Asset	H Shares	102,250,000 (L)	Investment manager	Corporate	5.80% (L)	2.40% (L)
Management (Hong
Kong) Limited
(Formerly known as
HSBC Investments
(Hong Kong)
Limited)

Notes: The letter “L” denotes a long position. The letter “P” denotes interests in a lending pool.

(1) Mr. Wang An, a Director of the Company, was deemed to be interested in these Domestic Shares through his 90% interest in China Pingan Investment Holdings Limited.
(2) Mr. Wang An, a Director of the Company, was deemed to be interested in these Domestic Shares through his 90% interest in Shandong Andre Group Co., Ltd.*（山東安德利集團有限公司）.
(3) The long position in 657,794,593 Domestic Shares was directly held by Donghua Fruit Industry Co., Ltd.. Based on the information provided by Donghua Fruit Industry Co., Ltd., Mr. Zhang Jiaming is deemed to be interested in these 657,794,593 Domestic Shares.
(4) The long position in 637,460,401 Domestic Shares was held by Uni-President China Holdings Ltd., a non wholly-owned subsidiary of Uni-President Enterprises Corp.（統一企業股份有限公司）, through its two wholly-owned subsidiaries, namely, Chengdu President Enterprises Food Co., Ltd.（成都統一企業食品有限公司）, which held 424,183,601 Domestic Shares, and Guangzhou President Enterprises Co., Ltd.（廣州統一企業有限公司）, which held 213,276,800 Domestic Shares.
(5) Pursuant to Part XV of the SFO, Uni-President Enterprises Corp.（統一企業股份有限公司）was deemed to be interested in such 637,460,401 Domestic Shares. The 637,460,401 Domestic Shares were held by a series of controlled corporations of Uni-President Enterprises Corp.（統一企業股份有限公司）, of which 424,183,601 Domestic Shares, representing approximately 9.94% of the total issued share capital of the Company, were held directly by Chengdu President Enterprises Food Co., Ltd.（成都統一企業食品有限公司）and 213,276,800 Domestic Shares, representing approximately 5% of the total issued share capital of the Company, were held directly by Guangzhou President Enterprises Co., Ltd.
（廣州統一企業有限公司）.
(6) According to the public information available on the website of the Stock Exchange, Atlantis Capital Holdings Limited was a 100% controlled corporation of Liu Yang; Liu Yang was deemed to be interested in such 320,000,000 H Shares.
(7) After the capitalization issue of shares by the Company in 2007, the number of H Shares held by Mitsui & Co., Ltd. was adjusted from 97,000,000 H shares to 213,400,000 H shares.
(8) According to the public information available on the website of the Stock Exchange, these H Shares were held directly by JP Morgan Chase Bank N.A., a wholly-owned subsidiary of JP Morgan Chase & Co..

Save as disclosed above, as at the Latest Practicable Date, the Directors were not aware of any other person who had an interest or short position in the shares or underlying shares which would fall to be disclosed to the Company under the provisions of Divisions 2

* For identification purpose only

– 41 –

GENERAL INFORMATION

APPENDIX III

and 3 of Part XV of the SFO, or, who is expected, directly or indirectly, to be interested in 10% or more of the nominal value of any class of share capital carrying rights to vote in all circumstances at general meeting of any other member of the Group.

Wang An, an executive Director, is a director of China Pingan Investment Holdings Limited and Shandong Andre Group Co., Ltd.*, respectively.

Lin Wu-Chung, a non-executive Director, is the president and an executive director of Uni-President Enterprises Corp., which is listed on the Main Board of the Stock Exchange of Hong Kong.

Liu Tsung-Yi, a non-executive Director, is the directors and/or supervisors and/or general manager of the 10 members of Uni-President Enterprises Corp., amongst which Tait Marketing and Distribution Co., Ltd. is a company listed on the Taiwan Gretai Securities Market.

Save as disclosed above, as at the Latest Practicable Date, the Directors were not aware of any Director who is also a director or employee of a company which has an interest or short position in the shares and underlying shares of the Company which would fall to be disclosed to the Company under the provisions of Division 2 and 3 of Part XV of the SFO.

MATERIAL LITIGATION

As at the Latest Practicable Date, the Directors were not aware of any litigation or claim of material importance pending or threatened against any member of the Group.

COMPETING INTEREST

As at the Latest Practicable Date, so far as the Directors were aware, none of the Directors, the management shareholders of the Company, substantial shareholders of the Company and their respective associates had any interest in a business which competed or might compete with the businesses of the Group or had or might have any other conflicts of interest with the Group.

SERVICE CONTRACTS

As at the Latest Practicable Date, none of the Directors or supervisors of the Company had any existing or proposed service contract with any member of the Group (excluding contracts expiring or terminable by the employer within a year without payment of any compensation (other than statutory compensation)).

– 42 –

GENERAL INFORMATION

APPENDIX III

MISCELLANEOUS

(a) The registered office of the Company is at No. 18, Andre Avenue, Muping Economic Development Zone, Yantai City, Shandong Province, the PRC.
(b) The Company’s principal place of business in Hong Kong is at Unit 2805, 28/F, The Center, 99 Queen’s Road C, Hong Kong.
(c) The qualified accountant and the company secretary of the Company is Miss Ng Man Yee, who is a fellow member of the Association of Chartered Certified Accountants, Chartered Accountant of the Institute of Chartered Accountants in England and Wales and Certified Public Accountant of the Hong Kong Institute of Certified Public Accountants.
(d) The compliance officer of the Company is Mr. Zhang Hui who is also an executive Director of the Company.
(e) The English text of this circular and the proxy form shall prevail over their respective Chinese text in the case of inconsistency.

MATERIAL ADVERSE CHANGE

As at the Latest Practicable Date, the Directors were not aware of any material adverse change in the financial or trading position of the Group since 31 December 2011, the date to which the latest published audited consolidated financial statements of the Group were made up.

DIRECTORS’ INTERESTS IN ASSETS AND/OR CONTRACTS AND OTHER INTERESTS

As at the Latest Practicable Date, none of the Directors had any direct or indirect interests in any assets which had been acquired or disposed of by, or leased to, or which were proposed to be acquired or disposed of by, or leased to, the Company or any of its subsidiaries since 31 December 2011, the date of which the latest published accounts of the Group were made up.

No contract or arrangement in which a Director was materially interested and which was significant in relation to the business of the Group subsisted as at the Latest Practicable Date.

– 43 –

GENERAL INFORMATION

APPENDIX III

CONSENT AND QUALIFICATION OF EXPERT

The following is the qualification of the professional adviser who has given the Company opinions and provided advices referred to and contained in this circular:

Name Qualifications Messis Capital Limited A licensed corporation under the SFO to engage in Type 6 regulated activities under the SFO

As at the Latest Practicable Date, the above expert was not beneficially interested in the share capital of any member of the Group and did not have any right (whether legally enforceable or not) to subscribe for or to nominate persons to subscribe for securities in any member of the Group.

As at the Latest Practicable Date, the above expert did not have any direct or indirect interest in any asset which had been, since 31 December 2011, being the date to which the latest audited financial statements of the Group were made up, acquired, or disposed of by, or leased to, or were proposed to be acquired, or disposed of by, or leased to, any member of the Group.

The above expert has given on 10 May 2012 and has not withdrawn its written consent to the issue of this circular with the inclusion of its letter, report and references to its names included in this circular in the form and context in which it is included.

DOCUMENTS AVAILABLE FOR INSPECTION

Copies of the following documents are available for inspection at the principal place of business of the Company in Hong Kong at Unit 2805, 28/F, The Center, 99 Queen’s Road C, Hong Kong during normal business hours from up to the date which is 14 days from the date of this circular:

(a) the Product Purchase Framework Agreement;
(b) the letter of recommendation dated 10 May 2012 from the Independent Board Committee to the Independent Shareholders, the text of which is set out on page 20 of this circular;
(c) the letter of advice dated 10 May 2012 from Messis Capital Limited to the Independent Board Committee and the Independent Shareholders, the text of which is set out on pages 21 to 28 of this circular; and
(d) the written consent of Messis Capital Limited referred to in this Appendix.

– 44 –

NOTICE OF ANNUAL GENERAL MEETING

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: 2218)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the annual general meeting (the “ AGM ”) of Yantai North Andre Juice Co., Ltd.（烟台北方安德利果汁股份有限公司）(the “ Company* ”) will 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 Tuesday, 26 June 2012 to consider and, if though fit, pass the following resolutions (unless otherwise specified, the terms used in this circular shall have the same meanings as defined in the circular dated 10 May 2012):

ORDINARY RESOLUTIONS

To consider and approve the annual report of the Company for the year ended 31 December 2011.
To consider and approve the report of the Board of the Company for the year ended 31 December 2011.
To consider and approve the report of the supervisory committee of the Company for the year ended 31 December 2011.
To consider and approve the profit distribution plan for the year ended 31 December 2011 and authorization to the Board to distribute to the Shareholders of the Company a total cash dividend of RMB21,328,000 (tax inclusive) or cash dividend of RMB0.005 for each share (tax inclusive).
To consider and approve (if appropriate) the resolution in relation to the remuneration of Directors and Supervisors of the Company for the year ended 31 December 2012.
To consider and approve the resolution in relation to re-appointment of KPMG and KPMG Huazhen as the external auditors of the Company for the year ended 31 December 2012 and authorization to the Board to determine their remuneration.
To consider and approve the resolution in relation to appointing Mr. WANG Yan Hui as an executive Director of the Company.
To consider and approve the resolution in relation to entering into the Product Purchase Framework Agreement between the Company and President Enterprises (China) Investment Co., Ltd.

* For identification purpose only

– 45 –

NOTICE OF ANNUAL GENERAL MEETING

SPECIAL RESOLUTIONS

To consider and approve the following resolutions: THAT :
(1) 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;
(2) 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);
(3) the Board be authorized to: (i) determine and implement at its discretion and with full authority the proposed Share Consolidation, including but not limit 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 the application for the acceptance of the Consolidated H Shares as eligible securities by 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 Directors to execute such documents as are in its discretion necessary to effect and complete the proposed Share Consolidation during the Relevant Period.

For the purposes of this resolution, “ Relevant Period ” means the period from the date of passing this resolution until whichever is the earlier of:

(a) the conclusion of the next annual general meeting of the Company following the passing of this resolution; or
(b) the expiry date of the 12-month period following the passing of this resolution; or
(c) the date on which the authority granted to the Board set out in this resolution is revoked or varied by a special resolution of the shareholders of the Company in a general meeting.

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NOTICE OF ANNUAL GENERAL MEETING

To consider and approve the resolution in relation to the amendments to the Articles of Association (Please refer to the circular dated 10 May 2012 for details).
To consider and pass the following resolution: THAT :
(1) the Board be and is hereby granted an unconditional general mandate to issue, allot and/or deal with additional shares in the capital of the Company (whether Domestic Shares or H Shares) and to make or grant offers, agreements and options in respect thereof, subject to the following conditions:
- (a) such mandate shall not extend beyond the Relevant Period save that the Board may during the Relevant Period make or grant offers, agreements or options which might require the exercise of such powers after the end of the Relevant Period;
- (b) the aggregate nominal amount of shares allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) by the Board shall not exceed:
  - i. 20% of the aggregate nominal amount of the Domestic Shares in issue; and/or
  - ii. 20% of the aggregate nominal amount of the H Shares in issue;

in each case as at the date of the passing of this resolution; and

(c) the Board will only exercise its power under such mandate in accordance with the Company Law of the PRC and the Hong Kong Listing Rules or other applicable laws, rules and regulations of other government or regulatory bodies and only if all necessary approvals from the CSRC and/or other relevant PRC government authorities are obtained;
(2) contingent on the Board resolving to issue shares pursuant to paragraph (1) of this resolution, the Board be and is hereby authorized:
(a) to approve, execute and do or procure to be executed and done all such documents, deeds and things as it may consider necessary in connection with the issue of such new shares of the Company, including, without limitation, determining the time and place of issue, making all necessary applications to the relevant authorities, and entering into underwriting agreement(s) (or any other agreements);
(b) to determine the use of proceeds and to make necessary filings and registration with the PRC, Hong Kong and other relevant authorities; and

– 47 –

NOTICE OF ANNUAL GENERAL MEETING

(c) to make such amendments to the Articles of Association of the Company as it may deem appropriate for the increase of the registered capital of the Company and to reflect the new share capital structure of the Company under the intended allotment and issue of the shares of the Company pursuant to the resolution under paragraph (1) of this resolution.

For the purposes of this resolution, “ Relevant Period ” means the period from the date of passing this resolution until whichever is the earlier of:

(a) the conclusion of the next annual general meeting of the Company following the passing of this resolution; or
(b) the expiry date of the 12-month period following the passing of this resolution; or
(c) the date on which the authority granted to the Board set out in this resolution is revoked or varied by a special resolution of the shareholders of the Company in a general meeting.
To consider and pass the following resolution: THAT :
(1) subject to paragraphs (2) and (3) below, the Board be and is hereby granted an unconditional general mandate to repurchase the issued H Shares on Hong Kong Stock Exchange during the Relevant Period, subject to and in accordance with all applicable laws, rules and regulations and/or requirements of the governmental or regulatory body of securities in the PRC, the Hong Kong Stock Exchange or of any other governmental or regulatory body;
(2) the aggregate nominal value of H Shares authorised to be repurchased subject to the approval in paragraph (1) above during the Relevant Period shall not exceed 10% of the aggregate nominal value of the issued H Shares as at the date of the passing of this resolution;
(3) the approval in paragraph (1) above shall be conditional upon:
- (a) the passing of a special resolution with the same terms as the resolution set out in this paragraph (except for this sub-paragraph (3)(a)) at a class meeting for Holders of H Shares and at a class meeting of Holders of Domestic Shares to be convened for such purpose;
- (b) the approval of the relevant PRC regulatory authorities as may be required by the laws, rules and regulations of the PRC being obtained by the Company if appropriate; and

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NOTICE OF ANNUAL GENERAL MEETING

(c) the Company not being required by any of its creditors to repay or to provide guarantee in respect of any amount due to any of them (or if the Company is so required by any of its creditors, the Company having, in its absolute discretion, repaid or provided guarantee in respect of such amount using internal resource) pursuant to the notification procedure set out in the relevant article of the Articles of Association of the Company;
(4) subject to the approval of all relevant PRC regulatory authorities for the repurchase of such H Shares being granted, the Board be and is hereby authorized to:
(a) amend the Articles of Association of the Company as it thinks fit so as to reduce the registered share capital of the Company and to reflect the new capital structure of the Company upon the repurchase of H Shares as contemplated in paragraph (1) above; and
(b) file the amended Articles of Association of the Company with the relevant governmental authorities of the PRC.

For the purposes of this resolution, “ Relevant Period ” means the period from the date of passing this resolution until whichever is the earlier of:

(a) the conclusion of the next annual general meeting of the Company following the passing of this resolution; or
(b) the expiry date of the 12-month period following the passing of this resolution; or
(c) the date on which the authority granted to the Board set out in this resolution is revoked or varied by a special resolution of the shareholders of the Company in a general meeting.

By Order of the Board Yantai North Andre Juice Co., Ltd.* Wang An Chairman

Yantai, the PRC 10 May 2012

As at the date of this notice, the executive Directors of the Company are Messrs. Wang An and Zhang Hui, the non-executive Directors are Messrs. Lin Wu-Chung, Liu Tsung-Yi and Jiang Hong Qi, and the independent non-executive Directors are Ms. Yu Shou Neng, Ms. Qu Wen, Mr. Gong Fan and Mr. Chow Kam Hung.

For identification only

– 49 –

NOTICE OF ANNUAL GENERAL MEETING

Notes:

For the purpose of determining who may attend the AGM to be held on Tuesday, 26 June 2012, the register of H Shareholders of the Company will be closed from Friday, 25 May 2012 to Tuesday, 26 June 2012 (both dates inclusive), during which no transfer of H Shares will be registered. In order to qualify for entitlement to attending and voting in the AGM, all transfers of H Shares accompanied by the relevant share certificates and transfer forms must be lodged with the Company’s H Share registrar, Tricor Tengis Limited for registration not later than 4:30 p.m. on Thursday, 24 May 2012.

For the purpose of determining who may be entitled to receive the final dividend of the Company (subject to approval by the Shareholders at the AGM), the register of H Shareholders of the Company will be closed from Thursday, 5 July 2012 to Tuesday, 10 July 2012 (both dates inclusive), during which no transfer of H Shares will be registered. In order to qualify for entitlement to the final dividend, all transfers of H Shares accompanied by the relevant share certificates and transfer forms must be lodged with the Company’s H Share Registrar, Tricor Tengis Limited for registration not later than 4:30 p.m. on Wednesday, 4 July 2012.

The address of Tricor Tengis Limited is as follows:

26th Floor Tesbury Centre 28 Queen’s Road East, Wanchai Hong Kong Fax: (852) 2810 8185

Pursuant to the Corporate Income Tax Law of the PRC and its implementing regulations (collectively referred to as the “Corporate Income Tax Law”) which took effect on 1 January 2008, the tax rate of the corporate income tax applicable to the income of non-resident enterprise deriving from PRC is 10%. Pursuant to the Corporate Income Tax Law, any Chinese domestic enterprise (including our Company) which pays dividend to a non-resident enterprise shareholder shall withhold corporate income tax at 10% for and pay by the Company on behalf of such shareholder. At the same time, pursuant to the provisions of the “Preferential Policy on Profit Earned by Foreign Investors from Foreign Investment Enterprises” in the Circular of the Ministry of Finance and the State Administration of Taxation Concerning Several Preferential Policies Relevant to Corporate Income Tax, any profit accumulated and not yet distributed before 1 January 2008 by foreign investment enterprise when distributed to non-resident enterprise in or after 2008, will be exempted from corporate income tax. Any dividend distributed to non-resident enterprises from profit accumulated since 2008 will be subject corporate income tax.

In accordance with the Hong Kong Listing Rules, any vote of shareholders at a general meeting must be taken by poll. As such, the resolutions set out in the notice of AGM will be voted by poll. Results of the poll voting will be published on the Company’s website at www.andre.com.cn and the website of Hong Kong Exchanges and Clearing Limited at www.hkexnews.hk after the AGM.
Any shareholder entitled to attend and vote at the AGM convened by the above notice is entitled to appoint one or more proxies to attend and vote instead of him/her. A proxy need not be a shareholder of the Company.
In order to be valid, the instrument appointing a proxy together with the power of attorney or other authority, if any, under which it is signed, or a notarially certified copy of such power of attorney or authority, must be completed and deposited at the Company’s H Share registrar, Tricor Tengis Limited (for H Shareholders) or the registered office of the Company (for Domestic Shareholders), at least 24 hours before the AGM or any adjourned meeting thereof. The Company’s registered office is located at No. 18 Andre Avenue, Muping Economic Development Zone Yantai City, Shandong Province, the PRC (Fax no. (86-535) 421-8858). The Company’s H Share registrar, Tricor Tengis Limited, is located at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong (Fax no. (852) 2810 8185).
Completion and return of a proxy form will not preclude you from attending and voting at the AGM or any adjourned meeting thereof if you so wish.

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NOTICE OF ANNUAL GENERAL MEETING

In case of joint shareholdings, the vote of the senior joint shareholder who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other joint shareholder(s) and for this purpose seniority will be determined by the order in which the names stand in the register of members of the Company in respect of the joint shareholding.
Shareholders who intend to attend the AGM in person or by proxy should return the reply slip for the AGM to the registered office of the Company (for Domestic Shareholders) or the principal place of business of the Company in Hong Kong (for H Shareholders), by hand, by post or by fax on or before Tuesday, 5 June 2012. The Company’s registered office is located at No. 18 Andre Avenue, Muping Economic Development Zone Yantai City, Shandong Province, the PRC (Fax no. (86-535) 421-8858). The principal place of business of the Company in Hong Kong, is located at Unit 2805, 28/F, The Center, 99 Queen’s Road C, Hong Kong (Fax no. (852) 2587 9166).
The AGM is expected to last for about half a day. Shareholders who attend the meeting in person or by proxy shall bear their own travelling and accommodation expenses. Shareholders or their proxies shall produce their identity documents when attending the AGM.

– 51 –

NOTICE OF CLASS MEETING FOR HOLDERS OF DOMESTIC SHARES

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: 2218)

NOTICE OF CLASS MEETING FOR HOLDERS OF DOMESTIC SHARES

NOTICE IS HEREBY GIVEN that a class meeting for the holders of Domestic shares (the “ Class Meeting ”) of Yantai North Andre Juice Co., Ltd.（烟台北方安德利果汁股份有限公司）(the “ Company ”) will be held at 2nd Floor, No. 18 Andre Avenue, Muping Economic Development Zone, Yantai City, Shandong Province, the People’s Republic of China (the “ PRC* ”) at 11:00 a.m. on Tuesday, 26 June 2012 for the purpose of considering and passing the following special resolutions (unless otherwise specified, the terms used in this notice shall have the same meanings as those defined in the circular of the Company dated 10 May 2012):

To consider and pass the following resolutions: THAT :
(1) 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;
(2) 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);
(3) the Board be authorized to: (i) determine and implement at its discretion and with full authority the proposed Share Consolidation, including but not limit 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 the application for the acceptance of the Consolidated H Shares as eligible securities by 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

* For identification purpose only

– 52 –

NOTICE OF CLASS MEETING FOR HOLDERS OF DOMESTIC SHARES

executive Directors to execute such documents as are in its discretion necessary to effect and complete the proposed Share Consolidation during the Relevant Period.

For the purposes of this resolution, “ Relevant Period ” means the period from the date of passing this resolution until whichever is the earlier of:

(a) the conclusion of the next annual general meeting of the Company following the passing of this resolution; or
(b) the expiry date of the 12-month period following the passing of this resolution; or
(c) the date on which the authority granted to the Board set out in this resolution is revoked or varied by a special resolution of the shareholders of the Company in a general meeting.
To consider and pass the following resolution: THAT :
(1) subject to paragraphs (2) and (3) below, the Board be and is hereby granted an unconditional general mandate to repurchase the issued H Shares on the Hong Kong Stock Exchange during the Relevant Period, subject to and in accordance with all applicable laws, rules and regulations and/ or requirements of the governmental or regulatory body of securities in the PRC, the Hong Kong Stock Exchange or of any other governmental or regulatory body;
(2) the aggregate nominal value of H Shares authorised to be repurchased subject to the approval in paragraph (1) above during the Relevant Period shall not exceed 10% of the aggregate nominal value of the issued H Shares as at the date of the passing of this resolution;
(3) the approval in paragraph (1) above shall be conditional upon:
- (a) the passing of a special resolution with the same terms as the resolution set out in this paragraph (except for this sub-paragraph (3)(a)) at the Class Meeting for Holders of Domestic Shares and the Class Meeting for Holders of H Shares of the Company to be convened for such purpose;
- (b) the approval of the relevant PRC regulatory authorities as may be required by the laws, rules and regulations of the PRC being obtained by the Company if appropriate; and
- (c) the Company not being required by any of its creditors to repay or to provide guarantee in respect of any amount due to any of them (or if the Company is so required by any of its creditors, the Company having, in its absolute discretion, repaid or provided guarantee in

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NOTICE OF CLASS MEETING FOR HOLDERS OF DOMESTIC SHARES

respect of such amount using internal resources) pursuant to the notification procedure set out in the relevant article of the Articles of Association of the Company;

(4) subject to the approval of all relevant PRC regulatory authorities for the repurchase of such H Shares being granted, the Board be and is hereby authorised to:
(a) amend the Articles of Association of the Company as it thinks fit so as to reduce the registered share capital of the Company and to reflect the new capital structure of the Company upon the repurchase of H Shares as contemplated in paragraph (1) above; and
(b) file the amended Articles of Association of the Company with the relevant governmental authorities of the PRC.

For the purposes of this resolution, “ Relevant Period ” means the period from the date of passing this resolution until whichever is the earlier of:

(a) the conclusion of the next annual general meeting of the Company following the passing of this resolution; or
(b) the expiry date of the 12-month period following the passing of this resolution; or
(c) the date on which the authority granted to the Board set out in this resolution is revoked or varied by a special resolution of the shareholders of the Company in a general meeting.

By order of the Board Yantai North Andre Juice Co., Ltd.* Wang An Chairman

Yantai, the PRC 10 May 2012

For identification only

– 54 –

NOTICE OF CLASS MEETING FOR HOLDERS OF DOMESTIC SHARES

Notes:

In accordance with the Hong Kong Listing Rules, any vote of shareholders at a general meeting must be taken by poll. As such, the resolutions set out in this notice of Class Meeting will be voted by poll.
Any shareholder entitled to attend and vote at the Class Meeting is entitled to appoint in writing one or more proxies, whether a shareholder or not, to attend and vote on his behalf at the Class Meeting.
To be valid, the form of proxy, and if the form of proxy is signed by a person under a power of attorney or other authority on behalf of the appointor, a notarially certified copy of that power of attorney or other authority, must be delivered to the registered office of the Company at No. 18 Andre Avenue, Muping Economic Development Zone Yantai City, Shandong Province, the PRC, not less than 24 hours before the time for holding the Class Meeting or any adjournment thereof in order for such documents to be valid.
Completion and return of a proxy form will not preclude you from attending and voting at the Class Meeting or any adjourned meeting thereof should you so wish.
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/she 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.
Shareholders who intend to attend the Class Meeting For Holders of Domestic Shares in person or by proxy should return the reply slip for the Class Meeting to the registered office of the Company at No. 18 Andre Avenue, Muping Economic Development Zone Yantai City, Shandong Province, the PRC (Fax no. (86-535) 421-8858) on or before Tuesday, 5 June 2012.
The Class Meeting is expected to last for half a day. Shareholders and their proxies attending the Class Meeting are responsible for their own transportation and accommodation expenses. Shareholders and their proxies attending the Class Meeting must produce their identity documents.

– 55 –

NOTICE OF CLASS MEETING FOR HOLDERS OF H SHARES

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: 2218)

NOTICE OF CLASS MEETING FOR HOLDERS OF H SHARES

NOTICE IS HEREBY GIVEN that the class meeting for the holders of H Shares (the “ Class Meeting ”) of Yantai North Andre Juice Co., Ltd.（烟台北方安德利果汁股份有限公司） (the “ Company* ”) will 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 to consider and and, if though fit, pass the following resolutions (unless otherwise specified, the terms used in this circular shall have the same meanings as defined in the circular dated 10 May 2012):

To consider and pass the following resolution: THAT :
(1) 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;
(2) 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);
(3) the Board be authorized to: (i) determine and implement at its discretion and with full authority the proposed Share Consolidation, including but not limit 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 the application for the acceptance of the Consolidated H Shares as eligible securities by 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 Directors to execute such documents as are in its discretion necessary to effect and complete the proposed Share Consolidation during the Relevant Period.

* For identification purpose only

– 56 –

NOTICE OF CLASS MEETING FOR HOLDERS OF H SHARES

For the purposes of this resolution, “ Relevant Period ” means the period from the date of passing this resolution until whichever is the earlier of:

(a) the conclusion of the next annual general meeting of the Company following the passing of this resolution; or
(b) the expiry date of the 12-month period following the passing of this resolution; or
(c) the date on which the authority granted to the Board set out in this resolution is revoked or varied by a special resolution of the shareholders of the Company in a general meeting.
To consider and pass the following resolution: THAT :
(1) subject to paragraphs (2) and (3) below, the Board be and is hereby granted an unconditional general mandate to repurchase the issued H Shares on the Hong Kong Stock Exchange during the Relevant Period, subject to and in accordance with all applicable laws, rules and regulations and/ or requirements of the governmental or regulatory body of securities in the PRC, the Hong Kong Stock Exchange or of any other governmental or regulatory body;
(2) the aggregate nominal value of H Shares authorised to be repurchased subject to the approval in paragraph (1) above during the Relevant Period shall not exceed 10% of the aggregate nominal value of the issued H Shares as at the date of the passing of this resolution;
(3) the approval in paragraph (1) above shall be conditional upon:
- (a) the passing of a special resolution with the same terms as the resolution set out in this paragraph (except for this sub-paragraph (3)(a)) at the Class Meeting for Holders of Domestic Shares and the Class Meeting for Holders of H Shares of the Company to be convened for such purpose;
- (b) the approval of the relevant PRC regulatory authorities as may be required by the laws, rules and regulations of the PRC being obtained by the Company if appropriate; and
- (c) the Company not being required by any of its creditors to repay or to provide guarantee in respect of any amount due to any of them (or if the Company is so required by any of its creditors, the Company having, in its absolute discretion, repaid or provided guarantee in respect of such amount using internal resources) pursuant to the notification procedure set out in the relevant article of the Articles of Association of the Company;

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NOTICE OF CLASS MEETING FOR HOLDERS OF H SHARES

(4) subject to the approval of all relevant PRC regulatory authorities for the repurchase of such H Shares being granted, the Board be and is hereby authorised to:
(a) amend the Articles of Association of the Company as it thinks fit so as to reduce the registered share capital of the Company and to reflect the new capital structure of the Company upon the repurchase of H Shares as contemplated in paragraph (1) above; and
(b) file the amended Articles of Association of the Company with the relevant governmental authorities of the PRC.

For the purposes of this resolution, “ Relevant Period ” means the period from the date of passing this resolution until whichever is the earliest of:

(a) the conclusion of the next annual general meeting of the Company following the passing of this resolution; or
(b) the expiry date of the 12-month period following the passing of this resolution; or
(c) the date on which the authority granted to the Board set out in this resolution is revoked or varied by a special resolution of the shareholders of the Company in a general meeting.

By order of the Board Yantai North Andre Juice Co., Ltd.* Wang An Chairman

Yantai, the PRC 10 May 2012

For identification only

Notes:

Closure of Register of Members in Determining Shareholders’ Entitlement for Attending the Class Meeting

The register of H Shareholders of the Company will be closed from Friday, 25 May 2012 to Tuesday, 26 June 2012 (both days inclusive) during which period no transfer of H Shares will be registered. Any holder of the H Shares of the Company and whose name appears in the Company’s register of H Shareholders with Tricor Tengis Limited by 4:30 p.m. on Thursday, 24 May 2012 and have completed the registration process, will be entitled to attend and vote at the Class Meeting.

– 58 –

NOTICE OF CLASS MEETING FOR HOLDERS OF H SHARES

The address of Tricor Tengis Limited is as follows:

26th Floor Tesbury Centre 28 Queen’s Road East, Wanchai Hong Kong Fax: (852) 2810 8185

In accordance with the Hong Kong Listing Rules, any vote of shareholders at a general meeting must be taken by poll. As such, the resolutions set out in this notice of Class Meeting will be voted by poll.
Each holder of H Shares entitled to attend the Class Meeting and having voting rights is entitled to appoint in writing one or more proxies, whether a shareholder or not, to attend and vote on his behalf at the Class Meeting.
To be valid, the form of proxy, and if the form of proxy is signed by a person under a power of attorney or other authority on behalf of the appointor, a notarially certified copy of that power of attorney or other authority, must be delivered to the Company’s H Share registrar, Tricor Tengis Limited at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong, not less than 24 hours before the time for holding the Class Meeting or any adjournment thereof in order for such documents to be valid.
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/she 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.
Shareholders, who intend to attend the Class Meeting, must complete and return the reply slip for attending the Class Meeting and return them to the Company’s principal place of business in Hong Kong at Unit 2805, 28/F, The Center, 99 Queen’s Road C, Hong Kong (Fax: (852) 2587-9166) on or before Tuesday, 5 June 2012.
The Class Meeting is expected to last for less than half a day. Shareholders and their proxies attending the Class Meeting are responsible for their own transportation and accommodation expenses. Shareholders and their proxies attending the Class Meeting must produce their identity documents.

– 59 –

AI assistant

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

50453_rns_2012-05-10_55e9de75-5cc8-4c14-a32d-2c61465d2db0.pdf

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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

INDEPENDENT FINANCIAL ADVISER TO THE INDEPENDENT BOARD COMMITTEE AND THE INDEPENDENT SHAREHOLDERS IN RELATION TO THE PROPOSED CONTINUING CONNECTED TRANSACTIONS

CONTENTS

DEFINITIONS

DEFINITIONS

DEFINITIONS

DEFINITIONS

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

1. INTRODUCTION

2. PROPOSED APPOINTMENT OF EXECUTIVE DIRECTOR

3. PROPOSED CONTINUING CONNECTED TRANSACTIONS WITH PRESIDENT

3.1 INTRODUCTION

3.2 PRODUCT PURCHASE FRAMEWORK AGREEMENT

(5) Condition Precedent

3.3 HISTORICAL TRANSACTIONS AND AMOUNT

3.4 PROPOSED ANNUAL CAPS

Revenue

3.5 REASONS FOR ENTERING INTO CONTINUING CONNECTED TRANSACTIONS

LETTER FROM THE BOARD

3.6 HONG KONG LISTING RULES IMPLICATIONS

3.7 GENERAL INFORMATION

4. PROPOSED SHARE CONSOLIDATION AND CHANGE IN BOARD LOT SIZE

4.1 INTRODUCTION

LETTER FROM THE BOARD

4.2 CONDITIONS PRECEDENT TO THE SHARE CONSOLIDATION

4.3 REASONS FOR THE SHARE CONSOLIDATION

4.4 LISTING AND DEALING

4.5 CHANGE IN BOARD LOT SIZE

4.6 GENERAL MATTERS

5. AMENDMENTS TO THE ARTICLES OF ASSOCIATION

6. GENERAL MANDATE TO ISSUE SHARES

7. GENERAL MANDATE TO REPURCHASE H SHARES

LETTER FROM THE BOARD

8. ANNUAL GENERAL MEETING, THE CLASS MEETING FOR HOLDERS OF H SHARES AND THE CLASS MEETING FOR HOLDERS OF DOMESTIC SHARES

9. VOTING BY WAY OF POLL

10. RECOMMENDATIONS

11. ADDITIONAL INFORMATION

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

CONNECTED TRANSACTION ENTERING INTO THE PRODUCT PURCHASE FRAMEWORK AGREEMENT

Yours faithfully,

For and on behalf of the Independent Board Committee Yantai North Andre Juice Co., Ltd.*

CONTINUING CONNECTED TRANSACTIONS ENTERING INTO THE PRODUCT PURCHASE FRAMEWORK AGREEMENT

INTRODUCTION

PRINCIPAL FACTORS TAKEN INTO ACCOUNT

I. Background of and reasons for entering into the Product Purchase Framework Agreement

The Company

President

Reasons for the entering into the Product Purchase Framework Agreement

II. Terms of the Product Purchase Framework Agreement

Signing Date

Parties

Product Supply

Term

Condition Precedent

Basis of Pricing

Historical Figures

Proposed Annual Caps

Revenue

III. Recommendation

Before amendment

After amendment

APPENDIX I

After amendment

Articles

Particulars

Articles

Particulars

APPENDIX I

After amendment

APPENDIX I

Before amendment

Articles

Particulars

After amendment

Articles

Particulars

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