YANTAI NORTH ANDRE JUICE CO.,LTD. Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, 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 announcement.
烟台北方安德利果汁股份有限公司
Yantai North Andre Juice Co., Ltd.*ANDRE
(a joint stock limited company incorporated in the People's Republic of China)
(Stock code : 02218)Reference is made to the announcement of the Company dated 17 September 2012 in relation to, among other things, the continuing connected transactions under the 2012 Pectin Product Purchase Framework Agreement and the annual caps for the two years ended 31 December 2014 and the year ending 31 December 2015.
On the date of this announcement, the Company has entered into the 2015 Pectin Product Purchase Framework Agreement with Andre Pectin, which will take effect and renew the transactions contemplated under the 2012 Pectin Product Purchase Framework Agreement on 1 January 2016.
Reference is made to the announcement of the Company dated 26 August 2013 in respect of the continuing connected transactions under the Construction and Installation Services Framework Agreement and the annual caps for the two years ended on 31 December 2014 and the year ending 31 December 2015.
On the date of this announcement, the Company has entered into the 2015 Construction and Installation Services Framework Agreement with Xinping Company, which will take effect and renew the transactions contemplated under the Construction and Installation Services Framework Agreement on 1 January 2016.
Andre Group is a substantial shareholder holding 74,658,540 domestic shares of the Company, representing 19.60% of the total issued share capital of the Company as at the date of this announcement. Andre Group is therefore a connected person of the Company and since Andre Group has a 47.37% equity interest in Andre Pectin, Andre Pectin is an associate of Andre Group and is also a connected person of the Company under the Listing Rules. Therefore, the transactions contemplated under the 2015 Pectin Product Purchase Framework Agreement entered into between the Company and Andre Pectin constitute continuing connected transactions of the Company under the Listing Rules.
As at the date of this announcement, Xinping Company is wholly owned by Ms. Zhang Shaoxia, the wife of Mr. Wang An who is an executive Director. Under the Listing Rules, Xinping Company is an associate of Mr. Wang An and thus is a connected person of the Company. Therefore, the transactions contemplated under the 2015 Construction and Installation Services Framework Agreement entered into between the Company and Xinping Company constitute continuing connected transactions of the Company under the Listing Rules.
Since the applicable percentage ratios for the highest proposed annual cap for each of the three years ending 31 December 2018 for the continuing connected transactions under each of the 2015 Pectin Product Purchase Framework Agreement and the 2015 Construction and Installation Services Framework Agreement are more than 0.1% but less than 5%, in accordance with Chapter 14A of the Listing Rules, the continuing connected transactions under each of the 2015 Pectin Product Purchase Framework Agreement and the 2015 Construction and Installation Services Framework Agreement are only subject to the reporting and announcement requirements under Chapter 14A of the Listing Rules and are exempted from the independent shareholders' approval requirement.
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RENEWAL OF 2012 PECTIN PRODUCT PURCHASE FRAMEWORK AGREEMENT
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Background
Reference is made to the announcement of the Company dated 17 September 2012 in relation to, among other things, the continuing connected transactions under the 2012 Pectin Product Purchase Framework Agreement and the annual caps for the two years ended 31 December 2014 and the year ending 31 December 2015.
On the date of this announcement, the Company has entered into the 2015 Pectin Product Purchase Framework Agreement with Andre Pectin, which will take effect and renew the transactions contemplated under the 2012 Pectin Product Purchase Framework Agreement on 1 January 2016.
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2015 Pectin Product Purchase Framework Agreement Date
29 September 2015
Parties Andre Pectin (as purchaser); and
The Company (as supplier)
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Historical Figures
The historical amounts for the continuing connected transactions conducted under the 2012 Pectin Product Purchase Framework Agreement for the two years ended 31 December 2014 and the period between 1 January 2015 to 31 August 2015, as well as the respective annual caps for each of the three years ended or ending 31 December 2015, are set out below:
Historical figures Annual CapsFor the year
For the year
For the period
between 1 January 2015 to
For the year
For the year
For the year
ended 2013
ended 2014
31 August 2015
ended 2013
ended 2014
ending 2015
(RMB)
(RMB)
(RMB)
(RMB)
(RMB)
(RMB)
Revenue
Pomace products sold by the Group to Andre Pecin
17,461,012
22,032,869
15,772,875
22,000,000
25,000,000
28,000,000
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Proposed Annual Caps and Basis for the Proposed Annual Caps
The annual caps under the 2015 Pectin Product Purchase Framework Agreement for each of the three years ending 31 December 2018 are as follows:
Proposed annual caps for the relevant period For the For the For the year ending year ending year ending 2016 2017 2018(RMB) (RMB) (RMB)
Revenue
Pomace and juice products to be sold
by the Group to Andre Pectin 28,000,000 30,000,000 32,000,000
The annual caps for the continuing connected transactions conducted under the 2015 Pectin Product Purchase Framework Agreement have been determined based on the following factors: the estimated amounts of transactions involved with reference to historical transaction volume, the estimated potential growth of the Group, the expected economic growth of the PRC and the increase of the demand by Andre Pectin on the Company's products. The Directors (including independent non- executive Directors) consider that the proposed annual caps are fair and reasonable.
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RENEWAL OF CONSTRUCTION AND INSTALLATION SERVICES FRAMEWORK AGREEMENT
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Background
Reference is made to the announcement of the Company dated 26 August 2013 in respect of the continuing connected transactions under the Construction and Installation Services Framework Agreement and the annual caps for the two years ended on 31 December 2014 and the year ending 31 December 2015.
On the date of this announcement, the Company has entered into the 2015 Construction and Installation Services Framework Agreement with Xinping Company, which will take effect and renew the transactions contemplated under the Construction and Installation Services Framework Agreement on 1 January 2016.
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2015 Construction And Installation Services Framework Agreement Date
29 September 2015
Parties the Company; and
Xinping Company
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Historical Figures
The historical amounts for the continuing connected transactions conducted under the Construction and Installation Services Framework Agreement for the two years ended 31 December 2014 and the period between 1 January 2015 to 31 August 2015, as well as the respective annual caps for each of the three years ended or ending 31 December 2015, are set out below:
Historical figures Annual CapsFor the period
between
For the year
For the year
1 January 2015 to
For the year
For the year
For the year
ended 2013
ended 2014
31 August 2015
ended 2013
ended 2014
ending 2015
(RMB)
(RMB)
(RMB)
(RMB)
(RMB)
(RMB)
Service fees paid by the Group
108,500
3,644
734,027
10,000,000
10,000,000
10,000,000
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Proposed Annual Caps and Basis for the Proposed Annual Caps
The annual caps under the 2015 Construction and Installation Services Framework Agreement for each of the three years ending 31 December 2018 are as follows:
Proposed annual caps for the relevant period For the year For the year For the year ending 2016 ending 2017 ending 2018 (RMB) (RMB) (RMB)Service fees payable by the Group under the 2015 Construction and
Installation Services Framework Agreement 10,000,000 10,000,000 10,000,000
The annual caps for the continuing connected transactions conducted under the 2015 Construction and Installation Services Framework Agreement have been determined based on the following factors: (i)as the Group intends to continue to establish and upgrade the production lines for pear juice concentrate and various juice concentrates and construct new buildings for the future business development of the Group, the needs for services for installation for various kinds of constructions and indoor and outdoor decoration will substantially increase; and (ii) the historical transaction volume. The Directors (including independent non-executive Directors) consider that the proposed annual caps are fair and reasonable.
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REASONS FOR THE CONTINUING CONNECTED TRANSACTIONS
Due to the long-term business relationship between the Group and Andre Pectin, the Company considers that it is beneficial to enter into the 2015 Pectin Product Purchase Framework Agreement as these transactions will continue to facilitate the operation and growth of the Group's business.
Xinping Company has been engaged in services relating to construction and installation for a long time and has certain advantages in technology and efficiency in the field. Through the relevant services provided by Xinping Company before, it has been very familiar with the processing facilities and requirements of the Group. The entering into of the 2015 Construction and Installation Services Framework Agreement will continue to help the Group to reduce costs, raise the efficiency and more easily control quality of services compared with engaging with other service providers.
The Directors (including independent non-executive Directors) consider that the 2015 Pectin Product Purchase Framework Agreement, the 2015 Construction and Installation Services Framework Agreement and the continuing connected transactions contemplated thereunder are entered into on normal commercial terms or better and 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.
Mr. Wang An has abstained from voting on the Board resolution approving the 2015 Pectin Product Purchase Framework Agreement since he is the controlling shareholder of Andre Pectin. He has also abstained from voting on the Board resolution approving the 2015 Construction and Services Framework Agreement since Xinping Company is wholly owned by Ms. Zhang Shaoxia, the wife of Mr. Wang An. Save as mentioned above, no other Director has a material interest in the transactions and hence no other Director has abstained from voting on these board resolutions.
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LISTING RULES IMPLICATIONS
Andre Group is a substantial shareholder holding 74,658,540 domestic shares of the Company, representing 19.60% of the total issued share capital of the Company as at the date of this announcement. Andre Group is therefore a connected person of the Company and since Andre Group has a 47.37% equity interest in Andre Pectin, Andre Pectin is an associate of Andre Group and is also a connected person of the Company under the Listing Rules. Therefore, the transactions contemplated under the 2015 Pectin Product Purchase Framework Agreement entered into between the Company and Andre Pectin constitute continuing connected transactions of the Company under the Listing Rules.
As at the date of this announcement, Xinping Company is wholly owned by Ms. Zhang Shaoxia, the wife of Mr. Wang An who is an executive Director. Under the Listing Rules, Xinping Company is an associate of Mr. Wang An and thus is a connected person of the Company. Therefore, the transactions contemplated under the 2015 Construction and Installation Services Framework Agreement entered into between the Company and Xinping Company constitute continuing connected transactions of the Company under the Listing Rules.
Since the applicable percentage ratios for the highest proposed annual cap for each of the three years ending 31 December 2018 for the continuing connected transactions under each of the 2015 Pectin Product Purchase Framework Agreement and the 2015 Construction and Installation Services Framework Agreement are more than 0.1% but less than 5%, in accordance with Chapter 14A of the Listing Rules, the continuing connected transactions under each of the 2015 Pectin Product Purchase Framework Agreement and the 2015 Construction and Installation Services Framework Agreement are only subject to the reporting and announcement requirements under Chapter 14A of the Listing Rules and are exempted from the independent shareholders' approval requirement.
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GENERAL INFORMATION
The Company is principally engaged in the businesses of (i) production and sales of various virgin pulp juice and fruit and vegetable juice; (ii) processing and sales of iron packaging products; (iii) biological and comprehensive utilization of pomace; and (iv) wholesale and import and export of various virgin pulp juice, fruit and vegetable juice and fruit pulps.
Andre Pectin is principally engaged in the businesses of manufacturing and sale of pectin.
Xinping Company is principally engaged in the businesses of construction, the fabrication and installation of aluminium alloy and plastic-steel doors and windows as well as the glass curtain walls and indoor and outdoor decoration.
- DEFINITIONS
Pursuant to the 2015 Pectin Product Purchase Framework Agreement, Andre Pectin has agreed to purchase pomace and juice products from the Group, including but not limited to apple pomace, pear pomace and cloudy apple juice.
The Group agreed to sell its products to Andre Pectin in first priority in the event that 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 Andre Pectin on terms less favourable than those offered to third parties for any transactions relating to the sales of products between the Group and Andre Pectin.
The Group and Andre Pectin agreed that the entering into of the 2015 Pectin Product Purchase Framework Agreement would not affect the selection of trading partners and conduct of transactions with third parties. Andre Pectin 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 2015 Pectin Product Purchase Framework Agreement.
In respect of all transactions contemplated under the 2015 Pectin Product Purchase Framework Agreement for the sales of products, both parties may, within the scope of the 2015 Pectin 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 2015 Pectin Product Purchase Framework Agreement.
The term of the 2015 Pectin Product Purchase Framework Agreement shall commence on 1 January 2016 and expire on 31 December 2018. Such term can be extended or renewed provided that the relevant parties agree to such extension or renewal and the requirements under the relevant laws, regulations and the listing rules of the stock exchange on where the relevant parties' shares are listed are complied with.
Pricing PolicyPrices of products to be supplied by the Company shall be determined according to (i) the Market Price (as defined below); and (ii) the Historical Price (as defined below), whichever is higher.
'Market Price' shall 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.
'Historical Price' shall be the average price of all transactions of similar products with independent third parties conducted within the preceding three months as recorded on a transaction record sheet which shall be monitored and maintained by the sales department of the Company.
Upon receipt of a sales order of the products, the sales department of the Company and its designated persons will ascertain the pricing offered by other independent third parties, generally by way of, obtaining quotations for a comparable volume and similar products from at least two independent third parties via emails, fax or phone and tenders by publishing tender notice via various media resources (for instance, the local newspapers), and take average of such quotations as the Market Price. They will also refer to the Historical Price as recorded on the updated transaction record sheet. Then they will take the higher of the Market Price and the Historical Price as selling price of the relevant sales order. The selling price of each major category of products will be reviewed upon receipt of a sales order of such products and be approved by the head of the sales department of the Company.
Accordingly, the Directors believe that the above methods and procedures can ensure that the relevant continuing connected transactions will be conducted in accordance with the terms (including pricing policy) provided under the 2015 Product Purchase Framework Agreement and such transactions will be conducted on normal commercial terms and in the interest of the Company and Shareholders as a whole.
Pursuant to the 2015 Construction and Installation Services Framework Agreement, Xinping Company has agreed to provide services for installation for various kinds of constructions and indoor and outdoor decoration to the Group for the three financial years ending 31 December 2018.
Xinping Company agreed to provide the relevant services to the Group in first priority in the event that the terms are the same as those of third parties (including but not limited to quantity, price and quality).
Xinping Company agreed not to provide the relevant services on terms less favourable than those offered to third parties for any transactions relating to the provision of the relevant services between the Group and Xinping Company.
The Group and Xinping Company agreed that the entering into of the 2015 Construction and Installation Services Framework Agreement would not affect the selection of trading partners and conduct of transactions with third parties. The Group is entitled to receive the relevant services from any third parties if a third party can provide the same or similar services at a more favourable price than the price available under the 2015 Construction and Installation Services Framework Agreement.
In respect of all transactions contemplated under the 2015 Construction and Installation Services Framework Agreement for the provision of services, both parties may, within the scope of the 2015 Construction and Installation Services Framework Agreement, enter into specific services provision agreement, provided that the terms of the specific services provision agreement shall not contravene those of the 2015 Construction and Installation Services Framework Agreement.
The term of the 2015 Construction and Installation Services Framework Agreement shall commence on 1 January 2016 and expire on 31 December 2018. Such term can be extended or renewed, provided that the relevant parties agree to such extension or renewal and the requirements under the relevant laws, regulations and the listing rules of the stock exchange on where the relevant parties' shares are listed are complied with.
Prices of services to be provided to the Company shall be determined according to the Market Price.
'Market Price' shall 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 provision of the same type of services at the providing places or its nearby regions; or (2) the prevailing price being charged by independent third parties under ordinary course of business for the provision of the same type of services in the PRC.
Upon receipt of quotation of the services, the equipment department of the Company and its designated persons will ascertain the pricing offered by other independent third parties, generally by way of, obtaining quotations for a comparable volume and similar services from at least two independent third parties via emails, fax or phone or tenders by publishing tender notice via various media resources (for instance, the local newspapers), and take average of such quotations as the Market Price. The service price of each service will be reviewed and be approved by the head of the equipment department of the Company.
Accordingly, the Directors believe that the above methods and procedures can ensure that the relevant continuing connected transactions will be conducted in accordance with the terms (including pricing policy) provided under the 2015 Construction and Installation Services Framework Agreement and such transactions will be conducted on normal commercial terms and in the interest of the Company and Shareholders as a whole.
Unless the context otherwise requires, the terms used in this announcement shall have the following meanings:
'2012 Pectin Product Purchase Framework Agreement'
a framework agreement dated 17 September 2012 entered into between the Company and Andre Pectin for the sale of pomace products to Andre Pectin
'2015 Construction and Installation Services Framework Agreement'
the construction and installation services framework agreement dated 29 September 2015 entered into between the Company and Xinping Company, pursuant to which Xinping Company has agreed to provide services for installation for various kinds of constructions and indoor and outdoor decoration to the Group for the three financial years ending 31 December 2018
'2015 Pectin Product Purchase Framework Agreement'
a framework agreement dated 29 September 2015 entered into between the Company and Andre Pectin for the sale of pomace and juice products to Andre Pectin
'Andre Group' Shandong Andre Group Co., Ltd.*（山東安德利集團有限公司）, a limited liability company incorporated in the PRC and owned as to 90% by Mr. Wang An, a Director
'Andre Pectin' Yantai Andre Pectin Co., Ltd（.
烟台安德利果胶股份有限公司）, a
joint stock company incorporated in the PRC with limited liability
'associate(s)' has the meaning ascribed to it under the Listing Rules
'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
'connected person(s)' has the same meaning ascribed to this term under the Listing Rules
'Construction and Installation Services Framework Agreement'
the construction and installation services framework agreement dated 26 August 2013 entered into between the Company and Xinping Company, pursuant to which Xinping Company has agreed to provide services for installation for various kinds of constructions and indoor and outdoor decoration to the Group for the three financial years ending 31 December 2015
'Directors' the directors of the Company
'Group' the Company and its subsidiaries
'Listing Rules' the Rules Governing the Listing of Securities on the Stock Exchange
'PRC' the People's Republic of China
'RMB' Renminbi, the lawful currency of the PRC
'Shareholders' holders of shares of the Company
'Stock Exchange' The Stock Exchange of Hong Kong Limited
'Xinping Company' Yantai Xinping Jianan Engineering Co., Ltd.（烟台新平建安工程
有限公司）, a limited liability company incorporated in the PRC
'%' percentage
Yantai, the PRC, 29 September 2015
By order of the Board
Yantai North Andre Juice Co., Ltd.* Wang AnChairman
As at the date hereof, the Board comprises:
Mr. Wang An (Executive Director)
Mr. Zhang Hui (Executive Director)
Mr. Wang Yan Hui (Executive Director)
Mr. Liu Tsung-Yi (Non-executive Director)
Mr. Gong Fan (Independent non-executive Director)
Mr. Chow Kam Hung (Independent non-executive Director)
Mr. Li Tong Ning (Independent non-executive Director)
* For identification purpose only
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