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

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NOTICE OF CLASS MEETING FOR HOLDERS OF H SHARES

NOTICE IS HEREBY GIVEN that the class meeting for the holders of H shares (the "Class Meeting") 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 11:30 a.m. on Wednesday, 25 May 2016 to consider and, if though fit, pass the following special resolution (unless otherwise specified, capitalized terms used in this notice shall have the same meanings as defined in the circular dated 8 April 2016):

SPECIAL RESOLUTION

1. To consider and pass the following resolution:

   
   

   THAT:

   
   

2. 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;

   
   

3. 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;

   
   

4. the approval in paragraph (1) above shall be conditional upon:

   
   

5. 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 the Class Meeting for Holders of Domestic Shares and the Class Meeting for Holders of H Shares of the Company to be convened for such purpose;

   
   

   * For identification purpose only

6. 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

   
   

7. the Company not being required by any of its creditors to repay or to provide guarantee in respect of any amount due to any of them (or if the Company is so required by any of its creditors, the Company having, in its absolute discretion, repaid or provided guarantee in respect of such amount using internal resources) pursuant to the notification procedure set out in the relevant article of the Articles of Association;

   
   

8. subject to the approval of all relevant PRC regulatory authorities for the repurchase of such H Shares being granted, the Board be and is hereby authorised to:

   
   

9. amend the Articles of Association as it thinks fit so as to reduce the registered share capital of the Company and to reflect the new capital structure of the Company upon the repurchase of H Shares as contemplated in paragraph (1) above; and

   
   

10. file the amended Articles of Association with the relevant governmental authorities of the PRC.




For the purposes of this resolution, "Relevant Period" means the period from the date of passing this resolution until whichever is the earliest of:




1. the conclusion of the next annual general meeting of the Company following the passing of this resolution; or

   
   

2. the expiry date of the 12-month period following the passing of this resolution; or

   
   

3. 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.




By order of the Board

Yantai North Andre Juice Co., Ltd.* Wang An

Chairman




Yantai, the PRC 8 April 2016




As at the date of this notice, the executive Directors are Mr. Wang An, Mr. Zhang Hui and Mr. Wang Yan Hui, the non-executive Director is Mr. Liu Tsung-Yi, and the independent non-executive Directors are Mr. Gong Fan, Mr. Chow Kam Hung and Mr. Li Tong Ning.

Notes:




1. Closure of Register of Members in Determining Shareholders' Entitlement for Attending the Class Meeting

   
   

   The register of holders of H Shares will be closed from Tuesday, 26 April 2016 to Wednesday, 25 May 2016 (both days inclusive) during which period no transfer of H Shares will be registered. Any holder of the H Shares and whose name appears in the Company's register of holders of H Shares with Tricor Tengis Limited by 4:30 p.m. on Monday, 25 April 2016 and have completed the registration process, will be entitled to attend and vote at the Class Meeting.

   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

   
   

2. In accordance with the Listing Rules, any vote of shareholders at a general meeting must be taken by poll. As such, the resolution set out in this notice of Class Meeting will be voted by poll.

   
   

3. Each holder of H Shares entitled to attend the Class Meeting and having voting rights is entitled to appoint in writing one or more proxies, whether a shareholder or not, to attend and vote on his behalf at the Class Meeting.

   
   

4. To be valid, the form of proxy, and if the form of proxy is signed by a person under a power of attorney or other authority on behalf of the appointor, a notarially certified copy of that power of attorney or other authority, must be delivered to the Company's H Share registrar, Tricor Tengis Limited at 22nd Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong, not less than 24 hours before the time for holding the Class Meeting or any adjournment thereof in order for such documents to be valid.

   
   

5. Completion and return of the form of proxy will not preclude you from attending and voting at the Class Meeting or any adjourned meeting thereof should you so wish.

   
   

6. In the case of joint registered holders of any Share, any one of such persons may vote at the Class Meeting, either personally or by proxy, in respect of such Shares as if he/she was solely entitled thereto; but if more than one of such joint holders be present at the Class Meeting, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holder(s), and for this purpose seniority shall be determined by the order in which the names stand in the register of holders in respect of the joint holding.

   
   

7. Shareholders, who intend to attend the Class Meeting, must complete and return the reply slip for attending the Class Meeting and return them to the Company's principal place of business in Hong Kong at Room 1401-2, Yue Shing Commercial Building, 15 Queen Victoria Street, Central, Hong Kong (Fax: (852) 2587 9166) on or before Wednesday, 4 May 2016.

   
   

8. The Class Meeting is expected to last for less than half a day. Shareholders and their proxies attending the Class Meeting are responsible for their own transportation and accommodation expenses. Shareholders and their proxies attending the Class Meeting must produce their identity documents.