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

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.

Yantai North Andre Juice Co., Ltd.*

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

(Stock code : 02218)

NOTICE OF CLASS MEETING FOR HOLDERS OF H SHARES

NOTICE IS HEREBY GIVEN that a class meeting for the holders of H shares (the "Class Meeting") 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 PRC at 11:30 a.m. on Tuesday, 26 June 2018 to consider and, if thought fit, pass the following special resolutions A circular which sets out the details of the following resolutions is expected to be despatched to the shareholders of the Company (the "Shareholders") on or before 16 May 2018 (the "Circular"):

SPECIAL RESOLUTIONS

• 1. To consider and pass the following resolution:

  THAT the extension of validity period of resolutions in respect of the proposed issue of not more than 20,000,000 A shares of the Company with a nominal value of RMB1.00 each (the

  "Proposed Issue of A Shares") and related matters (the resolution was approved as a resolution by Shareholders, holders of domestic shares of the Company (the "Domestic

  Shareholders") and holders of H shares of the Company (the "H Shares") at the special general meeting, the class meeting for Domestic Shareholders and the class meeting for holders of H Shares of the Company held on 1 November, 2017, respectively) be and are hereby approved, including the extension of validity period of the authorisation to the board of directors of the Company (the "Board") to deal with matters relating to the Proposed Issue of A Shares. The above validity period shall be extended for a period of 12 months from the date on which the resolution is approved by the Shareholders at the annual general meeting of the Company and approved by the class shareholders at the class meetings of the Company.

• 2. To consider and pass the following resolution:

  THAT the expansion of the business scope of the Company and the amendments to relevant provisions of the articles of association of the Company (the "Articles") be and are hereby approved (details of the amendments to the Articles will be set out in the Circular).

* For identification purpose only

3. To consider and pass the following resolution:

THAT:

• (1) 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 of Hong Kong Limited (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;

• (2) 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;

• (3) the approval in paragraph (1) above shall be conditional upon:

  • (a) 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 H Shares, the class meeting for holders of domestic shares and non-listed foreign shares of the Company to be convened for such purpose;

  • (b) 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

  • (c) 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 provisions of the Articles;

• (4) 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:

  • (a) amend the Articles 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

  • (b) file the amended Articles 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 earlier of:

• (a) the conclusion of the next annual general meeting of the Company following the passing of this resolution; or

• (b) the expiry date of the 12-month period following the passing of this resolution; or

• (c) 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, 11 May 2018

As at the date of this announcement, 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. Jiang Hong Qi, Mr. Li Wei 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 of the Company will be closed from Friday, 25 May 2018 to Tuesday, 26 June 2018 (both days inclusive) during which period no transfer of H Shares will be registered. Any holders of the H Shares of the Company and whose name appears in the Company's register of holders of H Shares with Tricor Tengis Limited by 4:30 p.m. on Thursday, 24 May 2018 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: Level 22, Hopewell Centre

  183 Queen's Road East Wanchai

  Hong Kong

  Fax No.: (852) 2810 8185

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

• 3. Each holder of H Shares entitled to attend and vote at the Class Meeting is entitled to appoint in writing one or more proxies, whether a Shareholder or not, to attend and vote on his/her behalf at the Class Meeting.

• 4. In order 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 Shares 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.

• 5. Completion and return of a proxy form 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 of the Company (the "Share(s)"), 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 in person or by proxy should return the reply slip for the Class Meeting to the principal place of business in Hong Kong at Unit A, 10/F, Winsan Tower, 98 Thomson Road, Wanchai

• Hong Kong (Fax No.: (852) 2587-9166) on or before Tuesday, 5 June 2018.

• 8. The Class Meeting is expected to last for 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.