Yantai North Andre Juice : Announcements and Notices - NOTICE OF CLASS MEETING FOR H SHAREHOLDERS

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.

ANDRE

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

NOTICE IS HEREBY GIVEN that the class meeting for H Shareholders (the "Class Meeting for H Shareholders") 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 People's Republic of China (the "PRC") at 11:00 a.m. on Wednesday, 1 November 2017 to consider and, if though fit, pass the following resolutions (unless otherwise specified, the terms used in this notice shall have the same meanings as defined in the announcement of the Company dated 30 August 2017 (the "Announcement")). A circular of the Company (the "Circular") which sets out the details of the following resolutions is expected to be despatched to the Shareholders on or before 16 October 2017:

1. "THAT the proposal of public offering and listing of RMB ordinary shares be approved (each and every item as a separate resolution), the approval to the Issue of A Shares shall remain valid for twelve (12) months from the date of approval of this resolution by the Shareholders at the SGM and by the Class Shareholders (domestic Shareholders and H Shareholders, together as the "Class Shareholders") at the Class Meetings (Class Meeting for domestic Shareholders and Class Meeting for H Shareholders, together as the "Class Meetings") (details of the resolution are set out in the Announcement):
2. Class and nominal value of new Shares to be issued

   A Shares with a nominal value of RMB1.00 each.

3. Proposed stock exchange for listing

   The Shanghai Stock Exchange.

   * For identification purpose only

4. Number of A Shares to be issued

   Not more than 20,000,000 A Shares. The final amount of share issuance will be determined by the Board of the Company through negotiation with the lead underwriter with the authorization of the SGM and the Class Meetings, the confirmed approval of the CSRC and the amount of the proceeds from the new share issuance (after deducting the corresponding issuance expenses) over the total amount of funds required for the investment project, with such factors as the market conditions taken into consideration.

5. Target subscribers

   Qualified natural person or legal person investors (other than those prohibited by the PRC laws and regulations) within the territory of the PRC who have had an A Share account opened on the Shanghai Stock Exchange or other persons as prescribed by the CSRC; if any of the above-mentioned persons happens to be a connected person of the Company, the Company will take all reasonable steps to comply with the relevant provisions of the Listing Rules.

6. Method of issue

   Through online subscription based on market capitalization, or such other method(s) as approved by the CSRC will be arranged.

7. Basis for determination of the issue price

   Subject to the approval of the CSRC for the Issue of A Shares, the issue price range of the A Shares will be determined after considering the interests of the existing Shareholders as a whole and on the basis of market conditions prevailing in the PRC securities market at the time of the issue of A Shares and will be determined by the Board after negotiation with the lead underwriter. However, the issue price shall be not less than the nominal value of each A Share to be issued.

8. Project invested with proceeds from the Issue of A Shares

   As at the date of this notice, the amount of proceeds from the Issue of A Shares is yet to be determined. The Company intends to use the proceeds from the Issue of A Shares for the construction of production line for multi-type fruit juice concentrate, with an estimated total investment of approximately RMB175,000,000, and the proposed investment with proceeds from the Issue of A Shares amounted to approximately RMB122,500,000.

   Prior to the receipt of the proceeds raised, the Company may finance the project with its own funds in accordance with the actual conditions and progress of the project. Upon receipt of the proceeds raised, the proceeds from the Issue of A Shares will then be used to replace the Company's own funds invested in the project at the earlier stage and pay for the remaining amount of the project. In case the proceeds from the Issue of A Shares are inadequate to finance the proposed investment for the project, the shortfall shall be

   covered by the Company with its own funds and/or bank loans. The balance of the proceeds (if any) from the Issue of A Shares after payment of proposed investment in the project will be used to supplement the Company's working capital.

   The Board is authorized to make appropriate adjustment to the amount invested in the project according to the actual progress of the project and the actual amount of proceeds raised. (Summaries of the feasibility study report on project invested with proceeds will be set out in the Circular in detail.)

9. Conversion into a joint stock company with limited liability with domestic and overseas listed Shares

   In accordance with the plan for the Issue of A Shares and taking into account that H Shares have been listed on the Main Board of the Hong Kong Stock Exchange, the Company will make an application to convert into a joint stock company with limited liability with domestic and overseas listed Shares.

10. Authorizations in respect of the Issue of A Shares

    It is proposed by the Board that the Board be authorized at the SGM and the Class Meetings to take all such necessary actions for and on behalf of the Company for all matters relating to the issue and listing of A Shares. The authorization proposed to be granted to the Board and its authorized persons/company secretary shall include without limitation:

11. to adjust and determine the matters relating to the listing of A Shares in accordance with the relevant rules and the conditions of the securities market within the ambit granted by the Shareholders at the SGM and the Class Shareholders at the Class Meetings, which include but not limited to the number of A Shares to be issued, target persons for the issue, issuing method, issuing price and the timing of commencing and terminating the issue;

12. subject to the actual situation of the investment projects before the listing of A Shares and the approvals from the competent authorities, to carry out necessary and appropriate adjustments to the projects which intended to be invested with the proceeds from the Issue of A Shares and approved by the Shareholders at the SGM and the Class Shareholders at the Class Meetings respectively, which include but not limited to the projects proposed to be invested, the investment amount, implementation plans and implementation methods;

13. to implement all procedures relating to the listing of A Shares, which include the application of the Issue of A Shares to the CSRC and other relevant authorities, the signing of the relevant documents which include but not limited to the prospectus of A Shares and other relevant documents;

14. to engage the listing intermediates and other professional parties, determine their respective engagement fees and enter into the agreements relating to the Issue of A Shares on behalf of the Company which include the underwriting agreement and sponsor agreement;

15. to make adjustments and changes to the matters involved in the issue and listing of A Shares based on the implementation situations, market conditions, policy adjustments and the opinion of the government and regulatory authorities involved in the issue and listing of A Shares; if there are changes in the policy relating to the issue of new shares, then continue to handle the matters of the issue and listing of A Shares according to the new policy;

16. to make necessary or appropriate amendments to and adoption of the Articles, rules of procedures and internal rules in relation to the issue and listing of A Shares, and apply to the competent government authorities for approval and registration of industrial and commercial changes and to the relevant authorities for registration;

17. to make necessary or appropriate amendments to and adoption of the Articles, rules of procedures and internal rules in accordance with the opinions of the CSRC and/or the relevant stock exchange in the event of a conflict with the regulatory rules or documents promulgated by the CSRC and/or relevant stock exchange;

18. to apply to the Company's registration authorities for change of registration and apply to the stock registration and settlement authorities for registration and settlement and circulation lock-up in accordance with the results of the Issue of A Shares;

19. to fill in the blanks in the Articles (Draft) of the Company in accordance with the results of issue and listing of A Shares, e.g. the final number of A Shares for public offering and the announcement media, without further consultation of the Shareholders' opinions on the amendments to the Articles (Draft) of the Company;

20. to handle, modify, sign, execute, submit, publish and bulk print relevant documents such as the announcements, circulars, proxy forms, notices of SGM and Class Meetings in relation to the Issue of A Shares;

21. to communicate on behalf of the Company with regulatory authorities such as the Hong Kong Stock Exchange and the Securities and Futures Commission of Hong Kong (if necessary);

22. to sign, execute, modify, complete and submit in a timely manner all the necessary documents in respect of the Issue of A Shares which must be submitted to the relevant departments of the governments domestically and abroad, the Hong Kong Stock Exchange and the regulatory authorities in accordance with the Issue of A Shares plan adopted by the SGM and the Class Meetings;