YANTAI NORTH ANDRE JUICE CO.,LTD. 
By
Hongan Intemationai Investment Company Limited (the "Offeror") P.O. Box 957
Offshore Incorporations Centre
Road Town, Tortoia
British Virgin Isiands and
Yantai North Andre Juice Co., Ltd. No. 18 Andre Avenue
Muping Economie Deveiopment Zone
Yantai City, Shandong Province, the PRC
We, Uni-President China Hoidings Ltd. ("Our Company''), a company incorporated in Cayman Isiands, as at today, are beneficially interested in an aggregate of 63,746,040 domestic shares ("Our Domestic Shares"), representing approximateiy 15.59% ofthe totai issued share capitai of Your Company, and 237,000 H Shares, representing approximateiy 0.058% of the totai issued share capitai of Your Company, of RMBl.OO each (each, a "Share"). We hoid Our Domestic Shares through our wholly-owned subsidiaries, nameiy Chengdu President Enterprises Food Co., Ltd., which hoids 42,418,360 domestic shares, and Guangzhou President Enterprises Co., Ltd., which hoids 2i,327,680 domestic shares.
Our Company understands the Offeror proposes to make mandatory generai offers in cash for ali the issued securities of Your Company other than those aiready owned or agreed to be acquired by the Offeror and the parties acting in concert with it (the "Generai Offer"). Pursuant to the Generai Offer, the Offeror will make an offer at HK$1.78 for each Share (the "Share Offer").
With respect to the Generai Offer, Our Company hereby unconditionally and inevocabiy undertakes to the Offeror and Your Company that, in respect of Our Domestic Shares:-
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(l) Our Company will not and will procure that any registered holders contro!led by us will not accept the Share Offer or sell any of Our Domestic Shares to the Offeror or parties acting in concert with it under the Share Offer;
(2) Our Company will not and will procure that any registered holders contro!led by us will not take any other action to make Our Domestic Shares available for acceptance of the Share Offer; and
(3) Our Company will and will procure that any registered holders contro!led by us will keep Our Domestic Shares and will not sell, transfer, dispose of Our Domestic Shares to the Offeror or other third parties or otherwise create any interest on Our Domestic Shares before the ciose of the Generai Offer.
This letter of undertaking shall be governed by and construed in accordance with the laws ofHong Kong Special Administrative Region ofthe People's Republic ofChina and each party hereby submits to the non-exclusive jurisdiction of the courts of Hong Kong Special Administrative Region ofthe People's Republic ofChina as regards any claim or matter arising under this letter of undertaking.
This letter of undertaking is to be executed as a deed.
,·.,
Dated the 2 3 day of October , 2013
SEALED WITH the COMMON SEAL of )
· Uni President China Holdings Ltd. )
. nd SIG1-JED by c f'? )
in the presence of :- fY /(_; )
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Dated the 23 day of October , 2013
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Dated the 23 day of October , 2013
SEALED WITH the COMMON Guangzhou President Enteru and SIGNED by
in the presence of :-
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distributed by
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