Yantai North Andre Juice : Announcements and Notices - AMENDMENTS TO THE ARTICLES OF ASSOCIATION

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.

ANDRE

(a joint stock limited company incorporated in the People's Republic of China)

This announcement is made by Yantai North Andre Juice Co., Ltd.* (the "Company") pursuant to Rule 13.51(1) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Stock Exchange").

Reference is made to (i) the circular of the Company dated 7 April 2016 (the "Circular") and (ii) the poll results announcement of the 2015 Annual General Meeting, Class Meeting for Holders of Domestic Shares and Class Meeting for Holders of H Shares dated 25 May 2016, in relation to, among other things, the unconditional general mandate granted to the board of directors of the Company (the "Board") to repurchase H shares of the Company ("H Shares") on the Stock Exchange. Capitalised terms used herein shall have the same meanings as those defined in the Circular unless the context requires otherwise.

The Board has been duly authorized at the Annual General Meeting and the Class Meetings to make certain amendments to the Articles of Association as it thinks fit so as to reflect the new capital structure of the Company upon the repurchase of H Shares under the general mandate.

The Company purchased a total of 13,000,000 H Shares on the Stock Exchange during June and July 2016 and cancelled such H Shares on 22 July 2016. The Board has amended relevant articles of the Articles of Association according to the aforesaid repurchase of H Shares and the Company recently completed filing and registration procedures with relevant PRC regulatory authorities pertaining to the amendments to the Articles of Association. As at the date of this announcement, the amended Articles of Association has come into effect.

Details of the amendments to the Articles of Association are as follows:

1. ARTICLE 16 OF THE ARTICLES OF ASSOCIATION

   Which originally reads as:

   "The current share capital structure of the Company is ordinary shares of 381,000,000 shares in total. Among them, Donghua Fruit Industry Co., Ltd. holds 65,779,459 shares of foreign shares, accounting for 17.26% of the total amount of the Company's share capital; Shandong Andre Group Co., Ltd. holds 54,658,540 shares of domestic shares, accounting for 14.35% of the total amount of the Company's share capital; China Pingan Investment Holdings Limited holds 46,351,961 shares of foreign shares, accounting for 12.17% of the total amount of the Company's share capital; Chengdu President Enterprise Food Co., Ltd. holds 42,418,360 shares of domestic shares, accounting for 11.13% of the total amount of the Company's share capital; Guangzhou President Enterprises Co., Ltd. holds 21,327,680 shares of domestic shares, accounting for 5.60% of the total amount of the Company's share capital; Yantai Xingan Investment Center (Limited Partnership) holds 20,000,000 shares of domestic shares, accounting for 5.25% of the total amount of the Company's share capital. The above shareholders totally hold 250,536,000 shares, accounting for 65.76% of the total amount of the Company's share capital. The holders of H shares listed on the Hong Kong Main Board hold 130,464,000 shares, accounting for 34.24% of the total amount of the Company's share capital."

   Is proposed to be amended as:

   "After the share repurchased, the share capital structure of the Company is ordinary shares of 368,000,000 shares in total. Among them, Donghua Fruit Industry Co., Ltd. holds 65,779,459 shares of foreign shares, accounting for 17.87% of the total amount of the Company's share capital; Shandong Andre Group Co., Ltd. holds 54,658,540 shares of domestic shares, accounting for 14.85% of the total amount of the Company's share capital; China Pingan Investment Holdings Limited holds 46,351,961 shares of foreign shares, accounting for 12.60% of the total amount of the Company's share capital; Chengdu President Enterprise Food Co., Ltd. holds 42,418,360 shares of domestic shares, accounting for 11.53% of the total amount of the Company's share capital; Guangzhou President Enterprises Co., Ltd. holds 21,327,680 shares of domestic shares, accounting for 5.80% of the total amount of the Company's share capital; Yantai Xingan Investment Center (Limited Partnership) holds 20,000,000 shares of domestic shares, accounting for 5.43% of the total amount of the Company's share capital. The above shareholders totally hold 250,536,000 shares, accounting for 68.08% of the total amount of the Company's share capital. The holders of H shares listed on the Hong Kong Main Board hold 117,464,000 shares, accounting for 31.92% of the total amount of the Company's share capital."

2. ARTICLE 19 OF THE ARTICLES OF ASSOCIATION

Which originally reads as:

"The registered capital of the Company shall be RMB 381,000,000 yuan." Is proposed to be amended as:

"The registered capital of the Company shall be RMB 368,000,000 yuan." Other chapters or clauses of the Articles of Association remain unchanged.

(The English version of the amendments to the Articles of Association is an English translation of the Chinese version. In case of any discrepancies or inconsistencies, the Chinese version shall always prevail.)

By order of the Board

Chairman

Yantai, the People's Republic of China, 11 November 2016 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. Jiang Hong Qi (Independent non-executive Director)

Mr. Li Wei (Independent non-executive Director)

Mr. Li Tong Ning (Independent non-executive Director)