Yantai North Andre Juice : Circulars -

If you have sold or transferred all your shares in Yantai North Andre Juice Co., Ltd.* (烟台北方安德 利果汁股份有限公司) , you should at once hand this circular and the enclosed form of proxy and reply slip

to the purchaser or transferee or to the bank or licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, 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 circular.

ANDRE

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

1. PROPOSAL FOR GENERAL MANDATES TO REPURCHASE OF H SHARES;
2. DISTRIBUTION OF FINAL DIVIDEND; AND
3. NOTICES OF ANNUAL GENERAL MEETING AND CLASS MEETINGS

The notices convening the Annual General Meeting, the Class Meeting for Holders of Domestic Shares and the Class Meeting for Holders of H Shares to be held at 2nd Floor, No. 18 Andre Avenue, Muping Economic Development Zone, Yantai City, Shandong Province, the PRC on Thursday, 25 May 2017 are set out on pages 15 to 24 of this circular.

Whether or not you are able to attend the respective meetings, you are strongly urged to complete and sign the enclosed forms of proxy in accordance with the instructions printed thereon. For holders of H Shares, please return it to the Company's H Share registrar, Tricor Tengis Limited, 22nd Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong; and for holders of Domestic Shares, the form of proxy shall be delivered to the registered office of the Company at No. 18 Andre Avenue, Muping Economic Development Zone, Yantai City, Shandong Province, the PRC as soon as possible but in any event not later than 24 hours before the time appointed for the holding of the relevant meeting (s) or any adjourned meeting (s) (as the case may be) . Completion and return of the form of proxy will not preclude you from attending and voting in person at the meeting (s) or any adjourned meeting (s) should you so wish.

5 April 2017

* For identification purpose only

Page

"Annual General Meeting" the annual general meeting of the Company for the year ended 31

December 2016 to be held at 2nd Floor, No. 18 Andre Avenue, Muping Economic Development Zone, Yantai City, Shandong Province, the PRC on Thursday, 25 May 2017 at 10:00 a.m.

"Articles of Association" the articles of association of the Company, as amended from time

to time

"Board" the board of Directors

"Class Meetings" the Class Meeting for Holders of H Shares and the Class Meeting for Holders of Domestic Shares

"Class Meeting for Holders of Domestic Shares"

the class meeting of the holders of Domestic Shares to be held at 2nd Floor, No. 18 Andre Avenue, Muping Economic Development Zone, Yantai City, Shandong Province, the PRC on Thursday, 25 May 2017 at 11:00 a.m.

"Class Meeting for Holders of H Shares"

the class meeting of the holders of H Shares to be held at 2nd Floor, No. 18 Andre Avenue, Muping Economic Development Zone, Yantai City, Shandong Province, the PRC on Thursday, 25 May 2017 at 11:30 a.m.

"Company" Yantai North Andre Juice Co., Ltd.*（烟台北方安德利果汁股份有 限公司）, a joint stock limited company incorporated in the PRC

with limited liability and whose H shares are listed on the Main Board of the Stock Exchange

"Directors" the directors of the Company

"Domestic Shares" the domestic invested shares in the share capital of the Company,

with a nominal value of RMB1.00 each, which are held in Renminbi

"Group" the Company and its subsidiaries

"H Shares" 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" the Hong Kong Special Administrative Region of the PRC "Latest Practicable Date" 31 March 2017, being the latest practicable date for ascertaining

certain information contained in this circular prior to its publication

"Listing Rules" the Rules Governing the Listing of Securities on the Stock Exchange

"PRC" the People's Republic of China, excluding, for the purpose of this circular only, Hong Kong, the Macau Special Administrative Region of the PRC and Taiwan

"PRC Company Law" the Company Law of the PRC

"Repurchase Mandate" a general and unconditional mandate proposed to be granted to the

Directors to exercise all powers of the Company to repurchase H Shares with an aggregate nominal value not exceeding 10% of the aggregate nominal value of H Shares in issue as at the date of passing the relevant resolution at the Annual General Meeting and the Class Meetings

"RMB" Renminbi, the lawful currency of the PRC

"SAFE" the State Administration of Foreign Exchange of the PRC

"SFO" Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)

"Shareholder (s) " the shareholder (s) of the Company

"Shares" Domestic Shares and H Shares

"Stock Exchange" The Stock Exchange of Hong Kong Limited

"Supervisor" the supervisor of the Company "Supervisor Committee" the supervisor committee of the Company

"Takeovers Code" the Codes on Takeovers and Mergers and Share Buy-backs issued by the Securities and Futures Commission of Hong Kong

"%" per cent