Yantai North Andre Juice : (1) PROPOSED CHANGE OF INDEPENDENT NON-EXECUTIVE DIRECTORS; AND (2) PROPOSED CHANGE OF SUPERVISORS

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1. PROPOSED CHANGE OF INDEPENDENT NON-EXECUTIVE DIRECTORS; AND
2. PROPOSED CHANGE OF SUPERVISORS

PROPOSED CHANGE OF INDEPENDENT NON-EXECUTIVE DIRECTORS

1. Resignations of Independent Non-executive Directors

   
   

   Pursuant to applicable laws and regulations of the PRC, the term of office of an independent director shall not exceed six consecutive years. As the term of office of Mr. Gong and Mr. Chow will reach six consecutive years in January 2017, Mr. Gong and Mr. Chow have respectively informed the Board that they will resign from their positions as independent non-executive Directors and will not offer themselves for re-election upon the expiration of the term of office of the fifth session of the Board. Mr. Gong has also resigned as the chairman of the Audit and Review Committee, the chairman of the Remuneration and Review Committee of the Company and a member of the Nomination Committee of the Company. Mr. Chow has also resigned as a member of the Audit and Review Committee. Their resignations shall take effect upon the conclusion of the AGM.

   
   

2. Proposed Appointments of Independent Non-executive Directors

The Company has nominated Mr. Li and Mr. Jiang as independent non-executive Directors. The appointments of Mr. Li and Mr. Jiang shall be subject to the consideration and approval of the Shareholders at the AGM, with the term commencing from the date on which such proposed appointments are approved at the AGM until the conclusion of the Company's annual general meeting to be held in the year of 2019. Ordinary resolutions to consider and approve the proposed appointments of Mr. Li and Mr. Jiang will be proposed at the AGM separately. Such appointments are to fill the vacancies arising from the resignations of Mr. Gong and Mr. Chow as independent non-executive Directors.

* For identification purpose only

PROPOSED CHANGE OF SUPERVISORS

1. Resignations of Supervisors

   
   

   Mr. Zhang has informed the Company that he will resign from his position as a Shareholder- approved Supervisor and will not offer himself for re-election upon the expiration of the term of office of the fifth session of the Supervisory Committee because he has attained retirement age. His resignation shall take effect upon the conclusion of the AGM.

   
   

   Mr. Xu has also informed the Company that he will resign from his position as an employee representative Supervisor and will not offer himself for re-election upon the expiration of the term of office of the fifth session of the Supervisory Committee because he has attained retirement age. His resignation shall take effect upon the appointment of the new employee representative Supervisor on 16 March 2016.

   
   

2. Proposed Appointments of Supervisors

The Company has nominated Mr. Wang as the Shareholder-approved Supervisor. The appointment of Mr. Wang is subject to the approval of the Shareholders at the AGM. An ordinary resolution to consider and approve the proposed appointment of Mr. Wang will be proposed at the AGM. Such appointment is to fill the vacancy arising from the resignation of Mr. Zhang as the Shareholder-approved Supervisor.

Ms. Dai has been elected as the employee representative Supervisor in a democratic election by the staff of the Company in accordance with the articles of association of the Company, for a term of three years commencing from 16 March 2016. Such appointment is to fill the vacancy arising from the resignation of Mr. Xu as the employee representative Supervisor.

AGM

The circular of the AGM of the Company containing the details of the aforementioned appointments will be despatched to the Shareholders in due course.

The Board (the "Board") of Directors (the "Director") of Yantai North Andre Juice Co., Ltd.* (the "Company") hereby announces that:

1. PROPOSED CHANGE OF INDEPENDENT NON-EXECUTIVE DIRECTORS

   
   

2. Resignations of Independent Non-executive Directors

   
   

   Pursuant to applicable laws and regulations of the People's Republic of China (the "PRC"), the term of office of an independent director shall not exceed six consecutive years. As the term of office of Mr. Gong Fan ("Mr. Gong") and Mr. Chow Kam Hung

   ("Mr. Chow") will reach six consecutive years in January 2017, Mr. Gong and Mr. Chow have respectively informed the Board that they will resign from their positions as independent non-executive Directors and will not offer themselves for re-election upon the expiration of the term of office of the fifth session of the Board. Mr. Gong has also resigned as the chairman of the Audit and Review Committee of the Company (the "Audit and Review Committee"), the chairman of the Remuneration and Review Committee of the Company and a member of the Nomination Committee of the Company. Mr. Chow has also resigned as a member of the Audit and Review Committee. Their resignations shall take effect upon the conclusion of the 2015 annual general meeting of the Company (the "AGM").

   
   

   Both Mr. Gong and Mr. Chow have confirmed that they have no disagreement with the Board and there is no matter relating to their resignations that needs to be brought to the attention of the shareholders of the Company (the "Shareholders").

   
   

   The Board would like to take this opportunity to express its gratitude and appreciation to Mr. Gong and Mr. Chow for their valuable contributions to the Company during their respective tenure of directorship.

   
   

3. Proposed Appointments of Independent Non-executive Directors

   
   

   The Company has nominated Mr. Li Wei ("Mr. Li") and Mr. Jiang Hongqi ("Mr. Jiang") as independent non-executive Directors. The appointments of Mr. Li and Mr. Jiang shall be subject to the consideration and approval of the Shareholders at the AGM, with the term commencing from the date on which such proposed appointments are approved at the AGM until the conclusion of the Company's annual general meeting to be held in the year of 2019. Ordinary resolutions to consider and approve the proposed appointments of Mr. Li and Mr. Jiang will be proposed at the AGM separately. Such appointments are to fill the vacancies arising from the resignations of Mr. Gong and Mr. Chow as independent non-executive Directors.

   
   

   The biological details of Mr. Li and Mr. Jiang are as follows:

   
   

   Mr. Li Wei, aged 61, has approximately 15 years of working experience in corporate management. Mr. Li graduated from Beijing Institute for Foreign Trade in July 1980. From July 1986 to October 1989, Mr. Li served as the general manager of the import department at China North Industries Corporation. From October 1989 to October 1995, he served as the managing director of Silverkey Development Ltd. From October 1995 to October 1999, he served as the managing director of Silvercity International Development Ltd., and also served as a director of Raymond Industrial Ltd., a company listed on The Stock Exchange of Hong Kong Limited (the "Stock Exchange"). Since February 2002, Mr. Li has successively been a commentator or host at several broadcasting stations and television stations in Hong Kong, Beijing and Shenzhen. Since August 2007, he serves as an independent non-executive director of VST Holdings Ltd., a company listed on the Stock Exchange.

   Mr. Jiang Hongqi, aged 49, is a member of the Communist Party of the PRC. Mr. Jiang obtained a master degree in economics from Hangzhou Institution of Electronic Technology in March 1997. He is a certified public accountant in the PRC. From March 1997 to December 2002, Mr. Jiang served as a business manager and a senior manager of Shandong International Trust and Investment Corporation. Mr. Jiang joined the Company in 2003 and served as the chief financial officer of the Company from May 2003 to May 2010. From May 2007 to June 2010, he served as an executive Director and from July 2010 to June 2012 he served as a non-executive Director. Since May 2010, he serves as the vice president of the Creat Group Co., Ltd..

   
   

   Neither of Mr. Li and Mr. Jiang has held any other directorship in the last three years in public companies the securities of which are listed on any securities market in Hong Kong or overseas, or held any other major appointment and professional qualification save as disclosed above. Furthermore, neither of Mr. Li and Mr. Jiang has any relationship with any Directors, senior management or substantial or controlling Shareholders of the Company, nor do they have any interests in the shares of the Company or any of its associated corporations within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong).

   
   

   Each of Mr. Li and Mr. Jiang will enter into a service contract with the Company, which provides for a three-year length of service starting from the date of the AGM. Each of Mr. Li and Mr. Jiang, as an independent non-executive Director, is proposed to receive an annual remuneration of RMB50,000, and the amounts will be granted in accordance with their performance appraisals. The remuneration plans are subject to the approval by Shareholders at the AGM.

   
   

   Save as disclosed above, there is no other matter relating to Mr. Li and Mr. Jiang that needs to be brought to the attention of the Shareholders nor is there any information which is required to be disclosed pursuant to Rule 13.51(2)(h) to (v) of the Rules Governing the Listing of Securities on the Stock Exchange (the "Listing Rules").

   
   

4. PROPOSED CHANGE OF SUPERVISORS

   
   
5. Resignations of Supervisors




Mr. Zhang Suoping ("Mr. Zhang") has informed the Company that he will resign from his position as a Shareholder-approved supervisor of the Company (the "Supervisor") and will not offer himself for re-election upon the expiration of the term of office of the fifth session of the Supervisory Committee of the Company (the "Supervisory Committee") because he has attained retirement age. His resignation shall take effect upon the conclusion of the AGM.




Mr. Xu Jiang ("Mr. Xu") has also informed the Company that he will resign from his position as an employee representative Supervisor and will not offer himself for re- election upon the expiration of the term of office of the fifth session of the Supervisory Committee because he has attained retirement age. His resignation shall take effect upon the appointment of the new employee representative Supervisor on 16 March 2016.