Yantai North Andre Juice : NOTICE OF ANNUAL GENERAL MEETING

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.

ANDRE

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

NOTICE IS HEREBY GIVEN that the annual general meeting (the "AGM") of Yantai North Andre Juice Co., Ltd.*（烟台北方安德利果汁股份有限公司）(the "Company") will be held at 2nd

Floor, No. 18 Andre Avenue, Muping Economic Development Zone, Yantai City, Shandong Province, the PRC at 10:00 a.m. on Thursday, 25 May 2017 to consider and, if though fit, pass the following resolutions (unless otherwise specified, capitalized terms used in this notice shall have the same meanings as defined in the circular dated 5 April 2017 (the "Circular") ) :

1. To consider and approve the annual report of the Company for the year ended 31 December 2016.

2. To consider and approve the report of the Board for the year ended 31 December 2016.

3. To consider and approve the report of the Supervisory Committee for the year ended 31 December 2016.

4. To consider and approve the profit distribution plan for the year ended 31 December 2016 and authorization to the Board to distribute to the Shareholders a total cash dividend of RMB18,400,000 (tax inclusive) or cash dividend of RMB0.05 for each share (tax inclusive) .

5. To consider and approve (if appropriate) the resolution in relation to the remuneration of Directors and Supervisors for the year ending 31 December 2017.

6. To consider and approve the resolution in relation to re-appointment of KPMG Huazhen LLP as the external auditors of the Company for the year ending 31 December 2017 and authorization to the Board to determine their remuneration.

   * For identification purpose only

   SPECIAL RESOLUTION

7. To consider and pass the following resolution:

   THAT:

8. subject to paragraphs (2) and (3) below, the Board be and is hereby granted an unconditional general mandate to repurchase the issued H Shares on the Stock Exchange during the Relevant Period, subject to and in accordance with all applicable laws, rules and regulations and/or requirements of the governmental or regulatory body of securities in the PRC, the Stock Exchange or of any other governmental or regulatory body;

9. the aggregate nominal value of H Shares authorised to be repurchased subject to the approval in paragraph (1) above during the Relevant Period shall not exceed 10% of the aggregate nominal value of the issued H Shares as at the date of the passing of this resolution;

10. the approval in paragraph (1) above shall be conditional upon:

11. the passing of a special resolution with the same terms as the resolution set out in this paragraph (except for this sub-paragraph (3) (a) ) at a class meeting for Holders of H Shares and at a class meeting of Holders of Domestic Shares to be convened for such purpose;

12. the approval of the relevant PRC regulatory authorities as may be required by the laws, rules and regulations of the PRC being obtained by the Company if appropriate; and

13. the Company not being required by any of its creditors to repay or to provide guarantee in respect of any amount due to any of them (or if the Company is so required by any of its creditors, the Company having, in its absolute discretion, repaid or provided guarantee in respect of such amount using internal resource) pursuant to the notification procedure set out in the relevant article of the Articles of Association;

14. subject to the approval of all relevant PRC regulatory authorities for the repurchase of such H Shares being granted, the Board be and is hereby authorized to:

15. amend the Articles of Association as it thinks fit so as to reduce the registered share capital of the Company and to reflect the new capital structure of the Company upon the repurchase of H Shares as contemplated in paragraph (1) above; and

16. file the amended Articles of Association with the relevant governmental authorities of the PRC.

17. For the purposes of this resolution, "Relevant Period" means the period from the date of passing this resolution until whichever is the earlier of:

18. the conclusion of the next annual general meeting of the Company following the passing of this resolution; or

19. the expiry date of the 12-month period following the passing of this resolution; or

20. the date on which the authority granted to the Board set out in this resolution is revoked or varied by a special resolution of the Shareholders in a general meeting.

By order of the Board

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

Chairman

Yantai, the PRC 5 April 2017

As at the date of this notice, the executive Directors are Mr. Wang An, Mr. Zhang Hui and Mr. Wang Yan Hui, the non-executive Director is Mr. Liu Tsung-Yi, and the independent non-executive Directors are Mr. Jiang Hong Qi, Mr. Li Wei and Mr. Li Tong Ning.

Notes:

1. For the purpose of determining who may attend the AGM to be held on Thursday, 25 May 2017, the register of holders of H Shares of the Company will be closed from Tuesday, 25 April 2017 to Thursday, 25 May 2017 (both dates inclusive) , during which no transfer of H Shares will be registered. In order to qualify for entitlement to attending and voting in the AGM, all transfers of H Shares accompanied by the relevant share certificates and transfer forms must be lodged with the Company's H Share registrar, Tricor Tengis Limited for registration not later than 4:30 p.m. on Monday, 24 April 2017.

   For the purpose of determining who may be entitled to receive the final dividend of the Company (subject to approval by the Shareholders at the AGM) , the register of holders of H Shares will be closed from Friday, 2 June 2017 to Friday, 9 June 2017 (both dates inclusive) , during which no transfer of H Shares will be registered. In order to qualify for entitlement to the final dividend, all transfers of H Shares accompanied by the relevant share certificates and transfer forms must be lodged with the Company's H Share Registrar, Tricor Tengis Limited for registration not later than 4:30 p.m. on Thursday, 1 June 2017.

   The address of Tricor Tengis Limited is as follows: 22nd Floor

   Hopewell Centre

   183 Queen's Road East, Wanchai Hong Kong

   Fax: (852) 2810 8185

   Pursuant to the Corporate Income Tax Law of the PRC and its implementing regulations (collectively referred to as the "Corporate Income Tax Law") which took effect on 1 January 2008, the tax rate of the corporate income tax applicable to the income of non-resident enterprise deriving from PRC is 10%. Pursuant to the Corporate Income Tax Law, any Chinese domestic enterprise (including our Company) which pays dividend to a non-resident enterprise Shareholder shall withhold corporate income tax at 10% for and pay by the Company on behalf of such Shareholder. At the same time, pursuant to the provisions of the "Preferential Policy on Profit Earned by Foreign Investors from Foreign Investment Enterprises" in the Circular of the Ministry of Finance and the State Administration of Taxation Concerning Several Preferential Policies Relevant to Corporate Income Tax, any profit accumulated and not yet distributed before 1 January 2008 by foreign investment enterprise when distributed to non-resident enterprise in or after 2008, will be exempted from corporate income tax. Any dividend distributed to non-resident enterprises from profit accumulated since 2008 will be subject corporate income tax.

2. In accordance with the Listing Rules, any vote of shareholders at a general meeting must be taken by poll. As such, the resolutions set out in the notice of AGM will be voted by poll. Results of the poll voting will be published on the Company's website at www.andre.com.cn and the website of the Stock Exchanges at www.hkexnews.hk after the AGM.

3. Any Shareholder entitled to attend and vote at the AGM convened by the above notice is entitled to appoint one or more proxies to attend and vote instead of him/her. A proxy need not be a Shareholder.

4. In order to be valid, the instrument appointing a proxy together with the power of attorney or other authority, if any, under which it is signed, or a notarially certified copy of such power of attorney or authority, must be completed and deposited at the Company's H Share registrar, Tricor Tengis Limited (for holders of H Shares) or the registered office of the Company (for holders of Domestic Shares) , at least 24 hours before the AGM or any adjourned meeting thereof. The Company's registered office is located at No. 18 Andre Avenue, Muping Economic Development Zone Yantai City, Shandong Province, the PRC (Fax no. (86-535) 421-8858) . The Company's H Share registrar, Tricor Tengis Limited, is located at 22nd Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong (Fax no. (852) 2810 8185) .

5. Completion and return of the form of proxy will not preclude you from attending and voting at the AGM or any adjourned meeting thereof if you so wish.

6. In the case of joint registered holders of any Share, any one of such persons may vote at the AGM, either personally or by proxy, in respect of such Shares as if he/she was solely entitled thereto; but if more than one of such joint holders be present at the AGM, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holder (s) , and for this purpose seniority shall be determined by the order in which the names stand in the register of holders in respect of the joint holding.

7. Shareholders who intend to attend the AGM in person or by proxy should return the reply slip for the AGM to the registered office of the Company (for holders of Domestic Shares) or the principal place of business of the Company in Hong Kong (for holders of H Shares) , by hand, by post or by fax on or before Thursday, 4 May 2017. The Company's registered office is located at No. 18 Andre Avenue, Muping Economic Development Zone Yantai City, Shandong Province, the PRC (Fax no. (86-535) 421-8858) . The principal place of business of the Company in Hong Kong, is located at Unit A, 10/F Winsan Tower, 98 Thomson Road, Wanchai, Hong Kong (Fax no. (852) 2587 9166) .