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.
NOTICE IS HEREBY GIVEN that the annual general meeting (the "AGM") of Yantai North Andre Juice Co., Ltd.* (�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 Wednesday, 25 May 2016 to consider and, if though fit, pass the following resolutions (unless otherwise specified, capitalized terms used in this notice shall have the same meanings as defined in the circular dated 8 April 2016 (the "Circular")):
To consider and approve the annual report of the Company for the year ended 31 December 2015.
To consider and approve the report of the Board for the year ended 31 December 2015.
To consider and approve the report of the Supervisory Committee for the year ended 31 December 2015.
To consider and approve the profit distribution plan for the year ended 31 December 2015 and authorization to the Board to distribute to the Shareholders a total cash dividend of RMB19,050,000 (tax inclusive) or cash dividend of RMB0.05 for each share (tax inclusive).
To consider and approve (if appropriate) the resolution in relation to the remuneration of Directors and Supervisors for the year ending 31 December 2016.
To consider and approve the resolution in relation to re-appointment of KPMG Huazhen as the external auditors of the Company for the year ending 31 December 2016 and authorization to the Board to determine their remuneration.
* For identification purpose only
To consider and approve the re-election of Directors and the appointments of independent non- executive Directors;
To consider and approve the re-election of Mr. Wang An as an executive Director;
To consider and approve the re-election of Mr. Zhang Hui as an executive Director;
To consider and approve the re-election of Mr. Wang Yan Hui as an executive Director;
To consider and approve the re-election of Mr. Liu Tsung-Yi as a non-executive Director;
To consider and approve the appointment of Mr. Li Wei as an independent non-executive Director;
To consider and approve the appointment of Mr. Jiang Hong Qi as an independent non- executive Director; and
To consider and approve the re-election of Mr. Li Tong Ning as an independent non- executive Director.
To consider and approve the re-election of Supervisor and the appointment of Shareholder- approved Supervisor:
To consider and approve the re-election of Mr. Wang Chun Tang as a Supervisor; and
To consider and approve the appointment of Mr. Wang Zhi Wu as a Shareholder-approved Supervisor.
SPECIAL RESOLUTIONSTo consider and pass the following resolution:
THAT:the Board be and is hereby granted an unconditional general mandate to issue, allot and/or deal with additional Shares in the capital of the Company (whether Domestic Shares or H Shares) and to make or grant offers, agreements and options in respect thereof, subject to the following conditions:
such mandate shall not extend beyond the Relevant Period save that the Board may during the Relevant Period make or grant offers, agreements or options which might require the exercise of such powers after the end of the Relevant Period;
the aggregate nominal amount of Shares allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) by the Board shall not exceed:
20% of the aggregate nominal amount of the Domestic Shares in issue; and/or
20% of the aggregate nominal amount of the H Shares in issue, in each case as at the date of the passing of this resolution; and
the Board will only exercise its power under such mandate in accordance with the PRC Company Law and the Listing Rules or other applicable laws, rules and regulations of other government or regulatory bodies and only if all necessary approvals from the China Securities Regulatory Commission and/or other relevant PRC government authorities are obtained;
contingent on the Board resolving to issue Shares pursuant to paragraph (1) of this resolution, the Board be and is hereby authorized:
to approve, execute and do or procure to be executed and done all such documents, deeds and things as it may consider necessary in connection with the issue of such new Shares, including, without limitation, determining the time and place of issue, making all necessary applications to the relevant authorities, and entering into underwriting agreement(s) (or any other agreements);
to determine the use of proceeds and to make necessary filings and registration with the PRC, Hong Kong and other relevant authorities; and
to make such amendments to the Articles of Association as it may deem appropriate for the increase of the registered capital of the Company and to reflect the new share capital structure of the Company under the intended allotment and issue of the Shares pursuant to the resolution under paragraph (1) of this resolution.
the conclusion of the next annual general meeting of the Company following the passing of this resolution; or
the expiry date of the 12-month period following the passing of this resolution; or
the date on which the authority granted to the Board set out in this resolution is revoked or varied by a special resolution of the Shareholders in a general meeting.
To consider and pass the following resolution:
subject to paragraphs (2) and (3) below, the Board be and is hereby granted an unconditional general mandate to repurchase the issued H Shares on the Stock Exchange during the Relevant Period, subject to and in accordance with all applicable laws, rules and regulations and/or requirements of the governmental or regulatory body of securities in the PRC, the Stock Exchange or of any other governmental or regulatory body;
the aggregate nominal value of H Shares authorised to be repurchased subject to the approval in paragraph (1) above during the Relevant Period shall not exceed 10% of the aggregate nominal value of the issued H Shares as at the date of the passing of this resolution;
the approval in paragraph (1) above shall be conditional upon:
the passing of a special resolution with the same terms as the resolution set out in this paragraph (except for this sub-paragraph (3)(a)) at a class meeting for Holders of H Shares and at a class meeting of Holders of Domestic Shares to be convened for such purpose;
the approval of the relevant PRC regulatory authorities as may be required by the laws, rules and regulations of the PRC being obtained by the Company if appropriate; and
For the purposes of this resolution:
"Domestic Shares" means the domestic invested shares in the share capital of the Company with a nominal value of RMB1.00 each, which are held in Renminbi;
"Listing Rules" means the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (as the same may be amended from time to time);
"H Shares" means the overseas-listed foreign invested shares in the share capital of the Company with a nominal value of RMB1.00 each, which are held and traded in Hong Kong dollars;
"Hong Kong" means the Hong Kong Special Administrative Region of the PRC;
"PRC" means the People's Republic of China, excluding, for the purpose of this resolution only, Hong Kong, the Macau Special Administrative Region of the PRC and Taiwan;
"Relevant Period" means the period from the date of passing this resolution until whichever is the earliest of:
"RMB" means Renminbi, the lawful currency of the PRC.
Yantai North Andre Juice Co. Ltd. issued this content on 08 April 2016 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 08 April 2016 00:52:37 UTC
Original Document: http://en.andre.com.cn/index.php?m=content&c=index&a=show&catid=21&id=139
