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)The Board is pleased to announce that on 29 September 2015, (i) the Company entered into the First Equity Transfer Agreement with Pearly Century, and (ii) Andre Juice, a wholly-owned subsidiary of the Company, entered into the Second Equity Transfer Agreement with Pearly Century. Pursuant to the Agreements, Pearly Century has agreed to acquire from each of the Company and Andre Juice, and each of the Company and Andre Juice has agreed to sell its 25% equity interest in Yantai Tongli.
As the applicable percentage ratios in respect of the Disposal are greater than 5% but less than 25%, the Disposal constitutes a discloseable transaction for the Company under the Listing Rules and is subject to reporting and announcement as required under Chapter 14 of the Listing Rules. In addition, as Pearly Century is a subsidiary of Uni-President Enterprises Corp., a substantial shareholder of the Company, it is therefore a connected person of the Company under the Listing Rules. Accordingly, the Disposal constitutes a non-exempt connected transaction of the Company under the Listing Rules and is subject to reporting, announcement and Independent Shareholders' approval as required under Chapter 14A of the Listing Rules.
The Independent Board Committee has been established to advise the Independent Shareholders and the Independent Financial Adviser has been appointed to advise the Independent Board Committee and the Independent Shareholders, in respect of the Disposal. Each member of the Independent Board Committee does not have any material interest in the Disposal.
A circular containing, among other things, (a) further details of the Disposal; (b) a letter from the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders containing its advice on the Disposal; and (c) the recommendation of the Independent Board Committee to the Independent Shareholders in respect of the Disposal, will be despatched to the Shareholders in accordance with the Listing Rules on or before 21 October 2015.
The Board is pleased to announce that on 29 September 2015, (i) the Company entered into the First Equity Transfer Agreement with Pearly Century, and (ii) Andre Juice, a wholly-owned subsidiary of the Company, entered into the Second Equity Transfer Agreement with Pearly Century. Pursuant to the Agreements, Pearly
Century has agreed to acquire from each of the Company and Andre Juice, and each of the Company and Andre Juice has agreed to sell its 25% equity interest in Yantai Tongli.
The terms of each of the First Equity Transfer Agreement and the Second Transfer Agreement are substantially the same and the principal terms of each agreement are as follows:
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Date 29 September 2015
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Parties
Purchaser: Pearly Century
Vendor: the Company as the vendor of the First Equity Transfer Agreement; and Andre Juice as the vendor of the Second Equity Transfer Agreement
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Assets to be disposed of
Pursuant to the Agreements, Pearly Century has agreed to acquire from each of the Company and Andre Juice, and each of the Company and Andre Juice has agreed to sell its 25% equity interest in Yantai Tongli. Upon Completion, the Company and Andre Juice will cease to have any interest in Yantai Tongli.
- Consideration
Pursuant to the First Equity Transfer Agreement, the consideration for the disposal of 25% equity interest in Yantai Tongli by the Company is RMB29,205,200 (equivalent to approximately HK$36,055,802), which shall be payable by Pearly Century to the Company in lump sum in cash within ten working days after completion of the First Equity Transfer Agreement. Pursuant to the Second Equity Transfer Agreement, the consideration for the disposal of 25% equity interest in Yantai Tongli by Andre Juice is RMB29,205,200 (equivalent to approximately HK$36,055,802), which shall be payable by Pearly Century to Andre Juice in lump sum in cash within ten working days after completion of the procedure for the payment of withholding enterprise income tax for the consideration under the Second Transfer Agreement by Pearly Century. Pearly Century shall conduct such procedure within three working days from completion of the Second Equity Transfer Agreement which shall be completed within thirty working days afterwards.
The Agreements were negotiated and entered into on an arm's length basis and on normal commercial terms. The consideration under the Agreements was determined after arm's length negotiations between Pearly Century and the Company and Andre Juice with reference to the appraised value of net assets of Yantai Tongli as at 31 December 2014 of approximately RMB116,820,723 (equivalent to approximately HK$144,223,115) as shown in the asset valuation report dated 6 July 2015 on Yantai Tongli prepared by an independent and qualified PRC appraiser using the asset-based method.
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Effectiveness
The Agreements shall become effective upon the fulfilments of the following conditions:
the Disposal having obtained the approval from the local approving authority of place of incorporation of Yantai Tongli; and
the Disposal having obtained the approval from the shareholders' meeting of the Company.
The Group has been focusing on and devoting resources to its core business of manufacturing and sale of juice concentrate. Since Yantai Tongli is principally engaged in the businesses of manufacturing and sale of beverage, the Disposal represents an opportunity for the Group to realise its investments in non-core business and redirect the relevant resources to the Group's core business, which is expected to achieve better development of the Group and increase returns to the Shareholders; and
The Disposal will strengthen the Company's working capital and will help to satisfy its further capital expenditure requirement.
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Principal Business Activities
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 Juice is principally engaged in the businesses of investment and trading in equity assets such as funds, bonds and stocks, sale, leasing, management and operation of fixed assets, and investment and trading in precious metal, jewels and artwork.
Pearly Century is principally engaged in the businesses of property management, consultation service and proprietary property leasing.
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Implications under the Listing Rules
As the applicable percentage ratios in respect of the Disposal are greater than 5% but less than 25%, the Disposal constitutes a discloseable transaction for the Company under the Listing Rules and is subject to reporting and announcement as required under Chapter 14 of the Listing Rules. In addition, as Pearly Century is a subsidiary of Uni-President Enterprises Corp., a substantial shareholder of the Company, it is therefore a connected person of the Company under the Listing Rules. Accordingly, the Disposal constitutes a non-exempt connected transaction of the Company under the Listing Rules and is subject to reporting, announcement and Independent Shareholders' approval as required under Chapter 14A of the Listing Rules.
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Independent Board Committee
The Independent Board Committee has been established to advise the Independent Shareholders and the Independent Financial Adviser has been appointed to advise the Independent Board Committee and the Independent Shareholders, in respect of the Disposal. Each member of the Independent Board Committee does not have any material interest in the Disposal.
- General
Yantai Tongli is a Sino-foreign equity joint venture incorporated in the PRC and is principally engaged in the businesses of manufacturing and sale of various beverages and manufacturing of PET bottle injection molding and blow molding products.
As at the date of this announcement, Yantai Tongli is owned as to 25% by the Company, 25% by Andre Juice and 50% by Chengdu President Enterprises Food Co., Ltd., a subsidiary of Uni-President Enterprises Corp., a substantial shareholder of the Company. It is a joint venture of the Group.
The unaudited net assets of Yantai Tongli as at 30 June 2015 was approximately RMB111,172,371 (equivalent to approximately HK$137,249,841). The audited net profit of Yantai Tongli before and after taxation for the year ended 31 December 2013 was approximately RMB16,113,330 (equivalent to approximately HK$19,893,000) and approximately RMB12,084,637 (equivalent to approximately HK$14,919,305), respectively. The audited net profit of Yantai Tongli before and after taxation for the year ended 31 December 2014 was approximately RMB6,259,630 (equivalent to approximately HK$7,727,938) and approximately RMB4,694,722 (equivalent to approximately HK$5,795,953), respectively.
All financial information of Yantai Tongli disclosed in the announcement was prepared in accordance with the China Accounting Standards for Business Enterprises.
The reasons and benefits of the Disposal are:
The Board (other than the independent non-executive Directors) believes that the terms of the Disposal (including the consideration) are fair and reasonable, on normal commercial terms and in the interests of the Company and its Shareholders as a whole. The independent non-executive Directors will form a view on the Disposal after taking into account the advice from the Independent Financial Adviser, which will be set out in the circular to be despatched to the Shareholders.
Mr. Liu Tsung-Yi, the Director, has abstained from voting on the board resolution approving the Disposal due to his management position in Uni-President Enterprises Corp., a substantial shareholder of the Company, which indirectly holds entire equity interest in Pearly Century. Save as mentioned above, none of the other Directors has material interest in the Disposal and hence no other Director has abstained from voting on such board resolution.
The Group expects to recognize a gain from the Disposal of approximately RMB2,824,214 (equivalent to b
approximately HK$3,486,684) (subject to audit), which is calculated based on the proceeds from the Disposal less the carrying amount of the unaudited net assets value of Yantai Tongli attributable to the Disposal as at 30 June 2015. The proceeds arising from the Disposal will be used for as general working capital of the Company.
A circular containing, among other things, (a) further details of the Disposal; (b) a letter from the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders containing its advice on the Disposal; and (c) the recommendation of the Independent Board Committee to the Independent Shareholders in respect of the Disposal, will be despatched to the Shareholders in accordance with the Listing Rules on or before 21 October 2015.
Unless the context otherwise requires, the terms used in this announcement 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
'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 have been 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 have been listed on the Stock Exchange and traded in HK$
'HK$' Hong Kong Dollars, the lawful currency of Hong Kong Special Administrative Region of the PRC
'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 advise the Independent Board Committee and the Independent Shareholders
'Independent Shareholders' those Shareholders within the meaning of Chapter 14A of the Listing
Rules
'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 announcement only, the Hong Kong Special Administrative Region of the PRC, 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
'Shareholders' holders of the Shares
'Shares' the Domestic Shares and the H Shares
'Stock Exchange' The Stock Exchange of Hong Kong Limited
'substantial shareholder(s)' has the meaning ascribed to this term under the Listing Rules
'Yantai Tongli' Yantai Tongli Beverage Industries Co., Ltd. ( 烟台統利飲料工業有限公
司 ), a Sino-foreign equity joint venture incorporated in the PRC
'%' per cent
By order of the Board
Yantai North Andre Juice Co., Ltd.* Wang AnChairman
Yantai, the PRC, 29 September 2015
For illustration purposes only, the exchange rate adopted in the announcement was RMB0.81 to HK$1.
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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