Yantai North Andre Juice : Constitutional Documents Articles of Association

Yantai North Andre Juice Co., Ltd.

Articles of Association

Important Note: The following is an English translation of the Chinese version of the Articles of Association of Yantai North Andre Juice Co., Ltd.*(the "Articles of Association" ). In case of any discrepancies or inconsistencies, the Chinese version shall always prevail.

Contents

Chapter 1 General Provisions 3

Chapter 2 Purpose & Scope of Business 5

Chapter 3 Shares & Registered Capital 5

Chapter 4 Increase, Reduction & Repurchase of Shares 9

Chapter 5 Transfer of Shares 12

Chapter 6 Financial Assistance for the Purchase of Company Shares 13

Chapter 7 Stocks & Register of Shareholders 14

Chapter 8 Shareholders & Shareholders' Meeting 18

Section 1 Shareholders 18

Section 2 Shareholders' Meeting 22

Chapter 9 Special Voting Procedures for Shareholders of Different Categories 38

Chapter 10 Board of Directors 41

Chapter 11 Secretary of the Board of Directors of the Company 50

Chapter 12 President of the Company 52

Chapter 13 Board of Supervisors 54

Chapter 14 Audit Committee 58

Chapter 15 Secretary of the Company 59

Chapter 16 Qualifications & Obligations of the Company's Directors, Supervisors, President, Vice President, Chief Financial Officer and Other Senior Management Personnel 59

Chapter 17 Financial & Accounting System & Profit Distribution 66

Chapter 18 Employment of the Accounting Firm 72

Chapter 19 Insurance 75

Chapter 20 Labor & Personnel System 75

Chapter 21 Trade Union Organization 76

Chapter 22 Merger & Division of the Company 76

Chapter 23 Dissolution & Liquidation of the Company 77

Chapter 24 Procedures for Amending the Articles of Association 80

Chapter 25 Settlement of Disputes 81

Chapter 26 Notice & Announcement 82

Chapter 27 Supplementary Provisions 84

Yantai North Andre Juice Co., Ltd.

Articles of Association

Chapter 1 General Provisions

Article 1

To safeguard the lawful rights and interests of Yantai North Andre Juice Co., Ltd. (hereinafter referred to as "the Company"), the shareholders as well as the creditors and to regulate the organizations and acts of the Company, in accordance with the Company Law of the People's Republic of China (hereinafter referred to as the "Company Law") and Securities Law of the People's Republic of China (hereinafter referred to as the "Securities Law"), the Articles of Association are hereby made.

The Company is a Sino-foreign joint venture stock limited company established in accordance with the Company Law, Securities Law, Special Provisions of the State Council Concerning the Floatation and Listing Abroad of Stocks by Limited Stock Companies (hereinafter referred to as "Special Provisions"), Provisional Regulations of the Ministry of Foreign Trade and Economic Cooperation on Certain Issues Concerning the Establishment of Companies Limited by Shares with Foreign Investment (hereinafter referred to as "Provisional Regulations"), Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited (hereinafter referred to as "Listing Rules of SEHK") and other relevant laws and administrative regulations of the state.

Upon the approval of the Ministry of Foreign Trade and Economic Cooperation with Wai Jing Mao Zi Er Han [2001] No. 535 document, the Company was established from a Sino-foreign joint venture on June 14, 2001. The number of Certificate of Approval for Establishment of Enterprises with Foreign Investment is: Wai Jing Mao Zi Shen Zi [2001] No. 0067. The Company was registered in Shandong Administration for Industry and Commerce on June 26, 2001, which has obtained the Corporation Legal Person Business License (Unified Social Credit Code: 91370000613431903J).

Article 2

Registered Chinese Name of the Company: 烟台北方安德利果汁股份有限公司

Registered English Name of the Company: Yantai North Andre Juice Co., Ltd.

Article 3

Company address: 18 Andre Street, Muping Economic Development Zone, Yantai City, Shandong Province

Tel.: (0086) 535-4235386

Fax: (0086) 535-4218858

P.C.: 264100

Article 4

The legal representative of the Company shall be the chairman of its Board of Directors.

Article 5

The Company is a perpetual joint stock limited company.

Article 6

The entire assets of the Company are divided into shares of equal value. The shareholders shall assume liability for the Company to the extent of their respective capital contributions. The Company shall assume liability for its debts to the extent of all of its assets.

Article 7

The Articles of Association shall be a legally binding document that regulates the organizations and acts of the Company as well as the rights and obligations between the Company and the shareholders and among the shareholders from the effective date.

Article 8

The Articles of Association shall be binding upon the Company and its shareholders, directors, supervisors, President, Vice President, chief financial officer and other senior management personnel. All the above persons may make claims concerning all matters of the Company in accordance with the Articles of Association.

Shareholders may sue the Company in accordance with the Articles of Association. The Company may sue the shareholders in accordance with the Articles of Association. Shareholders may sue shareholders in accordance with the Articles of Association. Shareholders may sue directors, supervisors, President, Vice President, chief financial officer and other senior management personnel of the Company in accordance with the Articles of Association.

For the purpose of the preceding paragraph, the term "sue" shall include the initiation of proceedings in a court or the filing of an arbitration application to an arbitration organization.

Article 9

The Company may invest in other enterprises. It shall be liable for such invested enterprises to the extent of the amount of investment.

The Company shall not become a contributor bearing joint and several liabilities for the debts of the invested enterprises.