ANDRE

Yantai North Andre Juice Co., Ltd.*

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

(Stock code : 02218)

FORM OF PROXY FOR USE

AT THE CLASS MEETING FOR HOLDERS OF DOMESTIC SHARES

AND NON-LISTED FOREIGN SHARES

I/We (Note 1)

of being the registered holder(s) ofdomestic shares/non-listedforeign shares of the Company (Note 2) of RMB1.00 each in the capital of Yantai North Andre Juice Co., Ltd.* (the

"Company"), HEREBY APPOINT THE CHAIRMAN OF THE CLASS MEETING (Note 3) or of

as my/our proxy to attend, act and vote for me/us at the class meeting for the holders of domestic shares and non-listed foreign shares of the Company (the "Class Meeting") and any adjournment to be held at 2nd Floor, No. 18 Andre Avenue, Muping Economic Development Zone, Yantai City, Shandong Province, the PRC at 11:00 a.m. on Tuesday, 26

June 2018, for the purpose of considering, and if thought fit, passing the resolutions set out in the notice convening the Class Meeting and at such Class Meeting to vote for me/us and in my/our name(s) in respect of the resolutions as indicated below.

Unless otherwise specified, capitalized terms used in this form of proxy and the following resolutions shall have the same meanings as defined in the notice of class meeting for holders of domestic shares and non-listed foreign shares of the Company dated 11 May 2018 (the "Notice").

Special Resolutions

For (Note 4)

Against (Note 4)Abstain (Note 4)

1. To consider and pass the following resolution:

THAT the extension of validity period of resolutions in respect of the proposed issue of not more than 20,000,000 A shares of the Company with a nominal value of RMB1.00 each (the "Proposed Issue of A Shares") and related matters (the resolution was approved as a resolution by Shareholders, the holders of domestic shares of the Company (the "Domestic Shareholders") and the holders of H shares of the Company (the "H Shares") at the special general meeting, the class meeting for Domestic Shareholders and the class meeting for holders of H Shares of the Company held on 1 November, 2017, respectively) be and are hereby approved, including the extension of validity period of the authorisation to the board of directors of the Company (the "Board") to deal with matters relating to the Proposed Issue of A Shares. The above validity period shall be extended for a period of 12 months from the date on which the resolution is approved by the Shareholders at the annual general meeting of the Company and approved by the class shareholders at the class meetings of the Company.

* For identification purpose only

  • 2. To consider and pass the following resolution:

    THAT the expansion of the business scope of the Company and the amendments to relevant provisions of the articles of association of the Company (the "Articles") be and are hereby approved (details of the amendments to the Articles will be set out in the Circular).

  • 3. To consider and pass the following resolution:

    THAT:

    • (1) 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 of Hong Kong Limited (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;

    • (2) 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.

    • (3) the approval in paragraph (1) above shall be conditional upon:

      • (a) 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 the Class Meeting for holders of H Shares, the Class Meeting for holders of domestic shares and non-listed foreign shares of the Company to be convened for such purpose;

      • (b) 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

(c) 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 resources) pursuant to the notification procedure set out in the relevant provisions of the Articles;

(4) 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 authorised to:

  • (a) amend the Articles 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

  • (b) file the amended Articles with the relevant governmental authorities of the PRC.

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

  • (a) the conclusion of the next annual general meeting of the Company following the passing of this resolution; or

  • (b) the expiry date of the 12-month period following the passing of this resolution; or

  • (c) 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.

The above resolutions are set out in the Notice. You shall refer to the full text of the Circular to be despatched by the Company before appointing a proxy.

Date:

2018

Shareholder's signature (Note 5):

Notes:

  • 1. Full name(s) and address(es) to be inserted in BLOCK CAPITALS as shown in the register of members of the Company.

  • 2. Please delete the inappropriate and insert the number of shares of the Company (the "Shares") registered in your name(s). If no number is inserted, this form of proxy will be deemed to relate to all the Shares in the Company registered in your name(s).

  • 3. If any proxy other than the chairman is preferred, strike out the "THE CHAIRMAN OF THE CLASS MEETING or" and insert the name and address of the proxy desired in the space provided. ANY ALTERATIONS MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON(S) WHO SIGN(S) IT.

  • 4. IMPORTANT: IF YOU WISH TO VOTE FOR ANY RESOLUTION, TICK IN THE BOX MARKED "FOR". IF YOU WISH TO VOTE AGAINST ANY RESOLUTION, TICK IN THE BOX MARKED "AGAINST". IF YOU WISH TO ABSTAIN FROM VOTING ON ANY RESOLUTION, TICK IN THE BOX MARKED "ABSTAIN", AND YOUR VOTES WILL BE COUNTED FOR THE PURPOSE OF CALCULATING THE RESULT OF THAT RESOLUTION. Failure to tick the box will entitle your proxy to cast your vote at his discretion. Your proxy will also be entitled to vote at his discretion on any resolution properly put to the Class Meeting other than those referred to in the notice of the Class Meeting.

  • 5. This form of proxy must be signed by you or your attorney duly authorised in writing or, in the case of a corporation, either under its seal or under the hand of an officer, attorney or other person authorised to sign the same. If this form of proxy is signed by an attorney of the appointer, the power of attorney authorising that attorney to sign, or other document of authorisation must be notarially certified.

  • 6. Any Shareholder entitled to attend and vote at the Class Meeting is entitled to appoint another person as his/her proxy to attend and vote instead of him/her. A proxy needs not be a Shareholder. A Shareholder who is the holder of two or more Shares may appoint more than one proxy to represent him/her and vote on his/her behalf at the Class Meeting.

  • 7. To be valid, this form of proxy and the power of attorney or other authority (if any) under which it is signed, or a notarially certified copy of such power of attorney, shall be delivered to the registered office of the Company, at No. 18 Andre Avenue, Muping Economic Development Zone, Yantai City, Shandong Province, the PRC no less than 24 hours before the time appointed for the Class Meeting or adjourned meeting.

  • 8. In the case of joint registered holders of any Share, any one of such persons may vote at the Class Meeting, either personally or by proxy, in respect of such Shares as if he was solely entitled thereto; but if more than one of such joint holders be present at the Class Meeting, 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.

  • 9. Completion and return of the form of proxy will not preclude you from attending and voting at the Class Meeting should you wish to do so. A proxy attending the Class Meeting must present his proof of identity.

PERSONAL INFORMATION COLLECTION STATEMENT

Your supply of your and your proxy's (or proxies') name(s) and address(es) is on a voluntary basis for the purpose of processing your request for the appointment of a proxy (or proxies) and your voting instructions for the meeting of the Company (the "Purposes"). We may transfer your and your proxy's (or proxies') name(s) and address(es) to our agent, contractor, or third party service provider who provides administrative, computer and other services to us and to such parties who are authorised by law to request the information or are otherwise relevant for the Purposes and need to receive the information. Your and your proxy's (or proxies') name(s) and address(es) will be retained for such period as may be necessary to fulfil the Purposes. You/your proxy (or proxies) has/have the right to request access to and/or correction of the relevant personal data in accordance with the provisions of the Personal Data (Privacy) Ordinance and any such request should be in writing by mail to the Company/Tricor Tengis Limited at the above address.

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Yantai North Andre Juice Co. Ltd. published this content on 11 May 2018 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 11 May 2018 02:57:05 UTC