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 notice, 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 notice.
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)NOTICE IS HEREBY GIVEN that the special general meeting (the 'SGM') 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 Friday, 11 December 2015 to consider and, if thought fit, pass the following resolutions (unless otherwise specified, the terms used in this notice shall have the same meanings as defined in the circular dated 27 October 2015 (the 'Circular'):
To consider and approve the resolution in relation to the disposal of total 50% equity interest in Yantai Tongli contemplated under the First Equity Transfer Agreement and the Second Equity Transfer Agreement, details of which are set out in the Circular.
SPECIAL RESOLUTIONTo consider and approve the resolution in relation to the amendments to the Articles of Association, details of which are set out in the Circular.
By order of the Board
Yantai North Andre Juice Co., Ltd.* Wang AnChairman
Yantai, the PRC 27 October 2015
As at the date of this notice, the executive Directors are Messrs. Wang An, Zhang Hui and Wang Yan Hui, the non-executive Director is Mr. Liu Tsung-Yi, and the independent non-executive Directors are Messrs. Gong Fan, Chow Kam Hung and Li Tong Ning.
Notes:
For the purpose of determining who may attend the SGM to be held on Friday, 11 December 2015, the register of holders of H Shares of the Company will be closed from Wednesday, 11 November 2015 to Friday, 11 December 2015 (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 SGM, 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 Tuesday, 10 November 2015.
The address of Tricor Tengis Limited is as follows: 22nd Floor
Hopewell Centre
183 Queen's Road East, Wanchai Hong Kong
Fax: (852) 2810 8185
In accordance with the 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 SGM 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 SGM.
Any shareholder entitled to attend and vote at the SGM 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.
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 holders of H Shares) or the registered office of the Company (for holders of Domestic Shares), at least 24 hours before the SGM 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 22nd Floor, Hopewell Centre, 183 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 SGM or any adjourned meeting thereof if you so wish.
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 SGM in person or by proxy should return the reply slip for the SGM to the registered office of the Company (for holders of Domestic Shares) or the principal place of business of the Company in Hong Kong (for holders of H Shares), by hand, by post or by fax on or before Friday, 20 November 2015. 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 Room 1505, Wheelock House, 20 Pedder Street, Central, Hong Kong (Fax no. (852) 2587 9166).
The SGM 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 SGM.
* For identification purpose only
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