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 SPECIAL GENERAL MEETING

No. of Shares to which this form of proxy relates (Note1)

Type of Shares (Domestic Shares or H Shares) to which this form of proxy relates (Note2)

I/We(Note 3) of being the Shareholder of Yantai North Andre Juice Co., Ltd.* (the "Company"), HEREBY APPOINT THE CHAIRMAN OF THE SGM (Note4) or

of as my/our proxy to attend, act and vote for me/us at the special general meeting of the Company (the "SGM") and any adjournment to be held at 2nd Floor, No. 18 Andre Avenue, Muping Economic Development Zone, Yantai City, Shandong Province, the PRC at 09:30 a.m. on Wednesday, 1 November 2017, for the purpose of considering, and if thought fit, passing the resolutions set out in the notice of the SGM and at such SGM to vote for me/us and in my/our name(s) in respect of the resolutions as indicated below.

Unless otherwise specified, the terms used in this form of proxy and the following resolutions shall have the same meanings as defined in the notice of special general meeting (the "Notice") dated 15 September 2017 of the Company.

SPECIAL RESOLUTIONS

For(Note 5)

Against(Note 5)

Abstain(Note 5)

1.

"THAT the proposal of public offering and listing of RMB ordinary shares be approved (each and every item as a separate resolution), the approval to the Issue of A Shares shall remain valid for twelve (12) months from the date of approval of this resolution by the Shareholders at the SGM and by the Class Shareholders at the Class Meetings:

(1) Class and nominal value of new Shares to be issued

(2) Proposed stock exchange for listing

(3) Number of A Shares to be issued

(4) Target subscribers

(5) Method of issue

(6) Basis for determination of the issue price

(7) Project invested with proceeds from the Issue of A Shares

(8) Conversion into a joint stock company with limited liability with domestic and overseas listed Shares

(9) Authorizations in respect of the Issue of A Shares"

2.

"THAT the allocation measure of the accumulated undistributed profits prior to the issue and listing of A Shares be approved (the details of relevant plan to be set out in the Circular)."

* For identification purpose only

SPECIAL RESOLUTIONS

For(Note 5)

Against(Note 5)

Abstain(Note 5)

3.

"THAT the Plan of Yantai North Andre Juice Co., Ltd.* for

Stabilizing the Company's Price within Three Years after Public Offering of RMB Ordinary Shares and Getting Listed (烟台北方 安德利果汁股份有限公司公開發行人民幣普通股股票並上市後 三年內穩定公司股價的預案) be approved (the details of the

proposal to be set out in the Circular)."

4.

"THAT the Plan of Yantai North Andre Juice Co., Ltd.* for Shareholders' Return within Three Years after Public Offering of

RMB Ordinary Shares and Getting Listed (烟台北方安德利果汁

股份有限公司公開發行人民幣普通股股票並上市後三年股東回 報規劃) be approved (the details of the plan to be set out in the Circular)."

5.

"THAT the Remedial Measures and Undertakings in relation to Dilution of Current Returns by Public Offering of Shares be approved (the details of the measures and undertakings to be set out in the Circular)."

6.

"THAT the letter of undertakings of the Company issued in respect of the application for the issue and listing of A Shares be approved, and the restrictive measures on failure to fulfil public undertakings proposed by the Company be approved (the details of the undertakings and restrictive measures to be set out in the Circular)."

7.

"THAT the strategic development plan for the next three years of the Company be approved (the details of the plan to be set out in the Circular)."

8.

"THAT the expansion of the business scope of the Company be approved (the details to be set out in the Circular)."

9.

"THAT the amendments to the Articles be approved (the details of the amendments to the Articles to be set out in the Circular)."

10.

"THAT the adoption of the Articles (Draft) be approved (the details of the Articles (Draft) which reflect the amendments to the existing Articles to be set out in the Circular)."

ORDINARY RESOLUTIONS

11.

"THAT the amendments to the Rules for General Meetings be approved (the details of the amendments to the Rules for General Meetings to be set out in the Circular)."

12.

"THAT the amendments to the Rules for Board Meetings be approved (the details of the amendments to the Rules for Board Meetings to be set out in the Circular)."

13.

"THAT the amendments to the Rules for Supervisory Committee Meetings be approved (the details of the amendments to the Rules for Supervisory Committee Meetings to be set out in the Circular)."

14.

"THAT the confirmation on the lawfulness and compliance of related party transactions of the Company with Mitsui & Co., Ltd. within the latest three and a half years be approved (the details to be set out in the Circular)."

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

Date: 2017 Shareholder's signature (Note6):

Notes:

  1. Please insert the number of 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).

  2. Please also insert the type of shares (Domestic Shares or H Shares) to which this form of proxy relates.

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

  4. If any proxy other than the chairman is preferred, strike out the "THE CHAIRMAN OF THE SGM 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.

  5. 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 resolutions properly put to the SGM other than those referred to in the notice of the SGM.

  6. 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.

  7. Any Shareholder entitled to attend and vote at the SGM is entitled to appoint another person as his proxy to attend and vote instead of him. 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 and vote on his/her behalf at the SGM.

  8. To be valid, for holders of Domestic Shares, 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 deposited at 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 SGM or adjourned meeting. In order to be valid, for holders of H Shares, the above documents must be delivered to the Company's H Shares Registrar at Tricor Tengis Limited at 22nd Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong not less than 24 hours before the time appointed for holding the SGM or adjourned meeting.

  9. In the case of joint registered holders of any Share, any one of such persons may vote at the SGM, 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 SGM, 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.

  10. Completion and return of the form of proxy will not preclude you from attending and voting at the SGM if you wish to do so. A proxy attending the SGM 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.

Yantai North Andre Juice Co. Ltd. published this content on 15 September 2017 and is solely responsible for the information contained herein.
Distributed by Public, unedited and unaltered, on 15 September 2017 10:03:17 UTC.

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