YANTAI NORTH ANDRE JUICE CO.,LTD. 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.*（烟台北方安德利果 汁股份有限公司）, you should at once hand this circular and the enclosed proxy form and reply slip to the purchaser or transferee or to the bank or licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser or 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.
(a joint stock limited company incorporated in the People's Republic of China)
(Stock Code: 02218)
- DISCLOSEABLE AND CONNECTED TRANSACTION DISPOSAL OF 50% EQUITY INTEREST IN YANTAI TONGLI;
- PROPOSED AMENDMENTS TO ARTICLES OF ASSOCIATION; AND
- NOTICE OF SPECIAL GENERAL MEETING
INDEPENDENT FINANCIAL ADVISER TO THE INDEPENDENT BOARD COMMITTEE AND THE INDEPENDENT SHAREHOLDERS IN RELATION TO
THE DISPOSAL
A letter from the Board is set out on pages 5 to 16 of this circular. A letter from the Independent Board Committee is set out on page 17 of this circular. A letter from the Independent Financial Adviser is set out on pages 18 to 23 of this circular, which contains its recommendations to the Independent Board Committee and the Independent Shareholders in relation to the Disposal.
The notice convening the SGM to 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') on Friday, 11 December 2015 are set out on pages 52 to 53 of this circular.
Whether or not you are able to attend the SGM, you are strongly urged to complete and sign the enclosed form of proxy in accordance with the instructions printed thereon. For holders of H Shares, the form of proxy shall be delivered to the Company's H Share registrar, Tricor Tengis Limited, 22nd Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong; and for holders of Domestic Shares, the form of proxy 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 SGM or any adjourned meeting (as the case may be). Completion and return of the form of proxy will not preclude you from attending and voting in person at the SGM or any adjourned meeting should you so wish.
* For identification purpose only
27 October 2015
Page
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 LETTER FROM THE INDEPENDENT BOARD COMMITTEE 17 LETTER FROM THE INDEPENDENT FINANCIAL ADVISER 18 APPENDIX I - VALUATION REPORT OF YANTAI TONGLI 24 APPENDIX II - GENERAL INFORMATION 44 NOTICE OF SPECIAL GENERAL MEETING 52- i -
Unless the context otherwise requires, capitalized terms used in this circular shall have the following meanings:
'Agreements' the First Equity Transfer Agreement and the Second Equity Transfer Agreement
'Andre Juice' Andre Juice Co., Ltd.（安德利果汁有限公司）, a company incorporated in the British Virgin Islands with limited liability and a wholly-owned subsidiary of the Company
'Articles of Association' the articles of association of the Company, as amended from time to time
'Board' the board of Directors
'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 limited company incorporated in the PRC with limited liability and whose H shares are listed on the Main Board of the Stock Exchange
'Directors' the directors of the Company
'Disposal' the disposal of total 50% equity interest in Yantai Tongli contemplated under the Agreements
'Domestic Shares' the domestic invested shares in the share capital of the
Company, with a nominal value of RMB1.00 each, which are held in Renminbi
'First Equity Transfer Agreement'
the equity transfer agreement entered into between the Company and Pearly Century on 29 September 2015
'Group' the Company and its subsidiaries
'H Shares' the overseas-listed foreign invested shares in the share capital of the Company, with a nominal value of RMB1.00 each, which are held and traded in Hong Kong dollars
'HK$' Hong Kong Dollars, the lawful currency of Hong Kong
'Hong Kong' the Hong Kong Special Administrative Region of the PRC
* For identification purpose only
- 1 -
'Independent Board Committee' a committee of the Board comprising all the
independent non-executive Directors, namely Mr. Gong Fan, Mr. Chow Kam Hung and Mr. Li Tong Ning for the purpose of advising the Independent Shareholders on the Disposal
'Independent Financial Adviser' Alliance Capital Partners Limited, the independent
financial adviser to the Independent Board Committee and the Independent Shareholders
'Independent Shareholder(s)' those Shareholder(s) within the meaning of Chapter
14A of the Listing Rules
'Latest Practicable Date' 23 October 2015, being the latest practicable date for
ascertaining certain information contained in this circular prior to its publication
'Listing Rules' the Rules Governing the Listing of Securities on the Stock Exchange
'Pearly Century' Uni-President Shanghai Pearly Century Co., Ltd.（上海 統一寶麗時代實業有限公司）, a limited liability company incorporated in the PRC
'percentage ratio(s)' has the meaning ascribed to this term under the Listing
Rules
'PET' polyethylene terephthalate
'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
'RMB' Renminbi, the lawful currency of the PRC
'Second Equity Transfer Agreement'
the equity transfer agreement entered into between Andre Juice and Pearly Century on 29 September 2015
'SFO' Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)
'SGM' the special 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 Friday, 11 December 2015
'Shareholder(s)' the shareholder(s) of the Company
- 2 -
|
distributed by
|
