Yantai North Andre Juice : DISCLOSEABLE TRANSACTION SUBSCRIPTIONS OF WEALTH MANAGEMENT PRODUCTS

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烟台北方安德利果汁股份有限公司

Yantai North Andre Juice Co., Ltd.*

ANDRE

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

(Stock code : 02218)

DISCLOSEABLE TRANSACTION SUBSCRIPTIONS OF WEALTH MANAGEMENT PRODUCTS

On 25 December 2015, the Company subscribed for a wealth management product with Harvest Wealth at a consideration of RMB50 million.

As the applicable percentage ratios in respect of the subscription of wealth management product of Harvest Wealth are greater than 5% but less than 25%, such subscription constitutes a discloseable transaction for the Company under the Listing Rules and is subject to reporting and announcement as required under Chapter 14 of the Listing Rules.

1. DISCLOSEABLE TRANSACTION SUBSCRIPTION OF WEALTH MANAGEMENT PRODUCT OF HARVEST WEALTH

   
   
2. Background

   
   

   On 25 December 2015, the Company subscribed for a wealth management product with Harvest Wealth at a consideration of RMB50 million.

   
   

3. Details of the Subscription

   
   

   On 25 December 2015, the Company entered into a fund agreement with Harvest Wealth to purchase a wealth management product of Harvest Wealth, details of which are as follows:

   
   

4. Name of product: Harvest Wealth Cash Management Selected Fund No.3 ( 嘉實財富現金管理精選 3

   號基金 )

   
   

5. Investment currency: RMB

   
   

6. Risk and return: Harvest Wealth, the fund manager, has not undertaken to provide guarantee on the principal and minimum returns of the wealth management product.

   
   

7. Subscription amount: RMB50 million

8. Expected annualized return rate: 6.30%

   
   

9. Principle for calculation of product returns:

   
   

10. The return on the fund during the term of subscription = the shares held by the Company × RMB 1

    × the expected annualized return rate × the actual days of that trache/365.

    
    

11. The return on the fund upon the maturity date = the shares held by the Company × RMB 1 × (1+ the expected annualized return rate × the actual days of that trache/365).

    
    

12. Value date of product: 29 December 2015

    
    

13. Maturity date of product: 29 June 2016

    
    

14. Right of early termination: The Company has no right of early termination. During the investment period for the product, the Harvest Wealth has the right but not an obligation of early termination subject to terms and conditions set out in the fund agreement.

    
    

15. The payment of return: The fund manager will instruct the trustee to remit the return on the fund within 10 working days after the base date of return distribution and the trustee will remit the return to the Company within one working day upon its receipt of such remittance instruction.

    
    

16. Description of connected relationship: To the best knowledge, information and belief of the Directors having made all reasonable enquiry, Harvest Wealth and its ultimate beneficial owners are the third parties independent of the Company and connected persons of the Company, and are not connected persons of the Company.

    
    

17. Implication under the Listing Rules

    
    

    As the applicable percentage ratios in respect of the subscription of wealth management product of Harvest Wealth are greater than 5% but less than 25%, such subscription constitutes a discloseable transaction for the Company under the Listing Rules and is subject to reporting and announcement as required under Chapter 14 of the Listing Rules.

18. VOLUNTARY DISCLOSURES SUBSCRIPTION OF WEALTH MANAGEMENT PRODUCTS OF NATIONAL TRUST

    
    

    The following disclosures are made on a voluntary basis.

    
    
19. Background

    
    

    In addition to the subscription of wealth management product of Harvest Wealth as abovementioned, the Company had entered into several agreements with regard to subscriptions of wealth management products from May 2015 to November 2015. On 12 November 2015, the Company subscribed for a wealth management product ("Wealth Management Product No. 3") with National Trust at a total consideration of RMB10 million. On 12 June 2015, the Company subscribed for a wealth management product ("Wealth Management Product No. 2") with National Trust at a consideration of RMB8 million. On 27 May 2015, the Company subscribed for a wealth management product ("Wealth Management Product No. 1") with National Trust at a consideration of RMB3 million.

    
    

20. Details of the Subscriptions

    
    

    Subscription of Wealth Management Product No.3

    
    

    On 12 November 2015, the Company entered into a trust agreement for capital-accumulated trust scheme with National Trust to purchase Wealth Management Product No. 3 of National Trust, details of which are as follows:

    
    

21. Name of product: National Trust • Tenghai Investment-Tenghai Agricultural Equity Rights Capital- accumulated Trust Scheme ( 國民信託 • 騰海投資－騰海農業股權收益權集合資金信託計劃 )

    
    

22. Investment currency: RMB

    
    

23. Risk and return: National Trust, the trustee, has not undertaken to provide guarantee on the principal and minimum returns of this wealth management product.

    
    

24. Subscription amount: RMB10 million

    
    

25. Expected annualized return rate: 8.50%

    
    

26. Principle for calculation of product returns:

    
    

27. The return on the trust during the term of subscription = the shares held by the Company × RMB 1

    × the expected annualized return rate × the actual days of that trache/365.

28. The return on the trust upon the maturity date = the shares held by the Company × RMB 1 × (1+ the expected annualized return rate × the actual days of that trache/365) - returns which have been paid to the Company.

    
    

29. Term of subscription: From 12 November 2015 to 11 November 2016

    
    

30. Return dates: 12 May 2016 and 11 November 2016

    
    

31. Right of early termination: The Company has no right of early termination. During the investment period for the products, the National Trust has the right but not an obligation of early termination subject to terms and conditions set out in the trust agreement.

    
    

32. The payment of return: The remaining return on the trust scheme, deducting unpaid trust fees as stipulated in the trust agreement, would be paid within 10 working days after the expiration of the term of subscription.

    
    

33. Description of connected relationship: To the best knowledge, information and belief of the Directors having made all reasonable enquiry, National Trust and its ultimate beneficial owners are the third parties independent of the Company and connected persons of the Company, and are not connected persons of the Company.




Subscription of Wealth Management Product No.2




On 12 June 2015, the Company entered into a trust agreement for capital-accumulated trust scheme with National Trust to purchase Wealth Management Product No. 2 of National Trust, details of which are as follows:




1. Name of product: National Trust • Kaidi Power Working Capital Loans Capital-accumulated Trust Scheme ( 國民信託 • 凱迪電力流動資金貸款集合資金信託計劃 )

   
   

2. Investment currency: RMB

   
   

3. Risk and return: National Trust, the trustee, has not undertaken to provide guarantee on the principal and minimum returns of this wealth management product.

   
   

4. Subscription amount: RMB8 million

   
   

5. Expected annualized return rate: 9.80%

   
   

6. Principle for calculation of product returns:

   
   

7. The return on the trust during the term of subscription = the shares held by the Company × RMB 1

× the expected annualized return rate × the actual days of that trache/360.