Yantai North Andre Juice Co. Ltd. — Proxy Solicitation & Information Statement 2013

Apr 5, 2013

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

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

(Stock Code: 02218)

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

I/We [(Note][1)]

of

being the registered holder(s) of

Domestic Shares [(Note][2)] of RMB1.00 each in

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

of

as my/our proxy to attend, act and vote for me/us at the class meeting for the holders of Domestic Shares (the “ Class Meeting” ) and any adjournment to be held at 2nd Floor, No. 18 Andre Avenue, Muping Economic Development Zone, Yantai City, Shandong Province, the PRC at 11:00 a.m. on Tuesday, 21 May 2013, for the purpose of considering, and if thought fit, passing the resolutions set out in the notice convening the Class Meeting and at such Class Meeting to vote for me/us and in my/our name(s) in respect of the resolutions as indicated below.

		Special Resolutions	Special Resolutions	Special Resolutions			For (Note 4)	Against (Note 4) Abstain (Note 4)
	1.	To consider and approve	the Issue of A Shares
		(i) Class and nominal	value of new Shares to be issued
		(ii) Proposed stock exchange for listing
		(iii) Number of A Shares to be issued
		(iv) Target subscribers
		(v) Method of issue
		(vi) Basis for determination of the		issue price
		(vii) Distribution plan of accumulated undistributed				profits
		(viii) Use of proceeds
		(ix) Authorisation to the Board
	2.	To consider and approve	the amendments to		the Articles
		Ordinary Resolutions					For (Note 4)	Against (Note 4) Abstain (Note 4)
	3.	To consider and approve	the adoption of the		Rules for Shareholders’
		General Meetings
	4.	To consider and approve the adoption of the Rules for Board
		Meetings
	5.	To consider and approve the adoption of			the Working Rules for
		Independent Directors
	6.	To consider and approve the adoption of the Rules for Connected
		Transactions
	7.	To consider and approve the adoption of			the Rules for External
		Investment Management
	8.	To consider and approve	the adoption of the Rules for Management
		of Raised Funds
	9.	To consider and approve the adoption of			the Plan for Dividend
		Distribution
	10.	To consider and approve	the adoption of the Rules			for Supervisory
		Board Meetings

The above resolutions are set out in the Notice of Class Meeting for Holders of Domestic Shares contained in the circular (the “ Circular ”) of the Company dated 5 April 2013. You shall refer to the Circular before appointing a proxy. Unless otherwise defined herein, the terms used herein shall have the same meanings as defined in the Circular.

• Date: 2013 Shareholder’s signature [(Note][5)] Notes: 1. Full name(s) and address(es) to be inserted in BLOCK CAPITALS as shown in the register of members of the Company. 2. Please insert the number of shares registered in your name(s). If no number is inserted, this form of proxy will be deemed to relate to all the shares in the Company registered in your name(s).

• 1. If any proxy other than the Chairman is preferred, strike out the “ THE CHAIRMAN OF THE CLASS MEETING or” and insert the name and address of the proxy desired in the space provided. ANY ALTERATIONS MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON(S) WHO SIGN(S) IT.
• 1. IMPORTANT: IF YOU WISH TO VOTE FOR ANY RESOLUTION, TICK IN THE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST ANY RESOLUTION, TICK IN THE BOX MARKED “AGAINST”. IF YOU WISH TO ABSTAIN FROM VOTING ON ANY RESOLUTION, TICK IN THE BOX MARKED “ABSTAIN”, AND YOUR VOTES WILL BE COUNTED FOR THE PURPOSE OF CALCULATING THE RESULT OF THAT RESOLUTION. Failure to tick the box will entitle your proxy to cast your vote at his discretion. Your proxy will also be entitled to vote at his discretion on any resolutions properly put to the Class Meeting other than those referred to in the Notice of the Class Meeting.
• 1. This form of proxy must be signed by you or your attorney duly authorised in writing or, in the case of a corporation, either under its seal or under the hand of an officer, attorney or other person authorised to sign the same. If this form of proxy is signed by an attorney of the appointer, the power of attorney authorising that attorney to sign, or other document of authorisation must be notarially certified.
• 1. Any member entitled to attend and vote at the Class Meeting is entitled to appoint another person as his proxy to attend and vote instead of him. A proxy needs not be a member. A member who is the holder of two or more shares may appoint more than one proxy to represent him and vote on his behalf at the Class Meeting.
• 1. To be valid, this form of proxy and the power of attorney or other authority (if any) under which it is signed, or a notarially certified copy of such power of attorney, shall be delivered to the registered office of the Company, at No. 18 Andre Avenue, Muping Economic Development Zone, Yantai City, Shandong Province, the PRC no less than 24 hours before the time appointed for the Class Meeting or adjourned meeting.

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

• Completion and return of the form of proxy will not preclude you from attending and voting at the Class Meeting should you wish to do so. A proxy attending the Class Meeting must present his proof of identity.

• For identification purpose only