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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.

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 SUPPLEMENTAL AGREEMENT IN RELATION TO ACQUISITION OF THE ENTIRE INTEREST IN LIQUAN YITONG


Reference is made to the announcement of the Company dated 5 August 2015 (the 'Announcement') in relation to the acquisition of the entire equity interest in Liquan Yitong. Unless the context otherwise requires, capitalised terms used in this announcement shall have the same meanings as those defined in the Announcement.


THE SUPPLEMENTAL AGREEMENT


On 11 November 2015, Baishui Andre, a wholly-owned subsidiary of the Company, entered into a supplemental agreement to the Equity Transfer Agreement (the 'Supplemental Agreement') with Yantai Yitong and Yantai Anlin. Pursuant to the Supplemental Agreement, Baishui Andre, as the Purchaser, and Yantai Yitong and Yantai Anlin, as the Vendors, have agreed to amend the consideration for the entire equity interest in Liquan Yitong from the original RMB120,000,000 (equivalent to approximately HK$148,148,148) to RMB 104,800,000 (equivalent to approximately HK$129,382,716).


After the execution of the Equity Transfer Agreement, Yantai Yitong was required by the local taxation authority to charge interest (the 'Interest') for financial assistances that it had provided to Liquan Yitong on a non-interest bearing basis before the entering into the Equity Transfer Agreement, in the amount of approximately RMB15,113,844 (equivalent to approximately HK$18,659,067). In light of this subsequent event and after arm's length negotiations among Baishui Andre, Yantai Yitong and Yantai Anlin, the parties have agreed to amend consideration to RMB 104,800,000 (equivalent to approximately HK$129,382,716), being the original consideration deducting the Interest.


The Board (including the independent non-executive Directors) believes that the amended consideration and the terms of the Supplemental Agreement are fair and reasonable, on normal commercial terms and in the interests of the Company and its shareholders as a whole.


Save as disclosed above, all other terms and conditions of the Equity Transfer Agreement as disclosed in the Announcement remain unchanged. The Equity Transfer Agreement as amended, varied and supplemented by the Supplemental Agreement will remain in full force.

IMPLICATIONS UNDER THE LISTING RULES


As the applicable percentage ratios in respect of the acquisition of the entire equity interest in Liquan Yitong exceed 5% but are less than 25%, the transaction contemplated under the Equity Transfer Agreement as amended by the Supplement Agreement remains a discloseable transactions of the Company under Chapter 14 of the Listing Rules.


By order of the Board

Yantai North Andre Juice Co., Ltd.* Wang An

Chairman


Yantai, the PRC, 11 November 2015


For illustration purpose only, the exchange rate adopted in the announcement was HK$1.00 to RMB0.81.

As at the date hereof, the Board comprises: Mr. Wang An (Executive Director)

Mr. Zhang Hui (Executive Director)

Mr. Wang Yan Hui (Executive Director)

Mr. Liu Tsung-Yi (Non-executive Director)

Mr. Gong Fan (Independent non-executive Director)

Mr. Chow Kam Hung (Independent non-executive Director)

Mr. Li Tong Ning (Independent non-executive Director)


* For identification purpose only

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