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.
Yantai North Andre Juice Co., Ltd.*
ANDRE | (a joint stock limited company incorporated in the People's Republic of China) |
(Stock code : 02218) |
ANNOUNCEMENT
- PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION; AND
- PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION (DRAFT)
PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION
Yantai North Andre Juice Co., Ltd. (the "Company") announces that, in line with the Company's needs for business development, the board of directors (the "Board") of the Company at the Board meeting held on 6 March 2020 proposed to revise the details of the profit distribution policies and the discussion procedures of the Company and accordingly, amend the articles of association of the Company (the "Articles").
The Board proposed to make amendments to Article 229 and Article 230 of the Articles as follows:
Existing provision | Amended provision |
(proposed amendments being underlined) | |
Article 229 | Article 229 |
The details of the profit distribution policies of | The details of the profit distribution policies of |
the Company are as follows: | the Company are as follows: |
(I) Form of profit distribution: The Company | (I) Form of profit distribution: The Company |
may distribute profits in cash, stock or | may distribute profits in cash, stock or |
the combination of cash and stock. If | the combination of cash and stock. If |
possible, the Company may implement | possible, the Company may implement |
medium-term profit distribution. | medium-term profit distribution. |
* For identification purpose only
- 1 -
Existing provision | Amended provision | |||
(proposed amendments being underlined) | ||||
(II) Specific conditions and proportion of cash | (II) Specific conditions and proportion of cash | |||
dividends of the Company: Except for | dividends of the Company: Except for | |||
special circumstances, the Company shall | special circumstances, the Company shall | |||
distribute dividends in cash when the | distribute dividends in cash when the | |||
Company makes a profit in that year and | Company makes a profit in that year and | |||
the accumulated undistributed profits are | the accumulated undistributed profits are | |||
positive. The profits distributed in cash | positive. The profits distributed in cash | |||
each year shall not be less than 10% of | each year shall not be less than 10% of | |||
the distributed profits of the current year. | the distributed profits of the current year. | |||
Specific circumstances refer to repurchase | Specific circumstances refer to repurchase | |||
of shares and major investments. | of shares, | and | major investments, and | |
other specific events considered and | ||||
approved by the Shareholders' Meeting | ||||
of the Company. | ||||
The following standards shall be adopted | The following standards shall be adopted | |||
for the amount required by repurchasing | for the amount required by repurchasing | |||
shares and major investments: | shares and major investments: | |||
- 2 -
Existing provision | Amended provision | ||
(proposed amendments being underlined) | |||
1. | The total assets related to the | 1. | The total assets related to the |
transaction (If the total assets | transaction (If the total assets | ||
related to the transaction have book | related to the transaction have book | ||
value and assessed value, the higher | value and assessed value, the higher | ||
will prevail) in the total assets upon | will prevail) in the total assets upon | ||
the latest auditing of the Company | the latest auditing of the Company | ||
shall be over 50%; | shall be over 50%; | ||
2. | The main business revenue of object | 2. | The main business revenue of object |
of transaction (such as stock right) | of transaction (such as stock right) | ||
in the latest fiscal year in the main | in the latest fiscal year in the main | ||
business revenue upon auditing in | business revenue upon auditing in | ||
the latest fiscal year of the Company | the latest fiscal year of the Company | ||
shall be over 50% with the absolute | shall be over 50% with the absolute | ||
amount over RMB50 million yuan; | amount over RMB50 million yuan; | ||
3. | The net profit of object of | 3. | The net profit of object of |
transaction (such as stock right) in | transaction (such as stock right) in | ||
the latest fiscal year in the net profit | the latest fiscal year in the net profit | ||
upon auditing in the latest fiscal | upon auditing in the latest fiscal | ||
year of the Company shall be over | year of the Company shall be over | ||
50% with the absolute amount over | 50% with the absolute amount over | ||
RMB5 million yuan; | RMB5 million yuan; | ||
4. | T h e a m o u n t o f t r a n s a c t i o n | 4. | T h e a m o u n t o f t r a n s a c t i o n |
(including debts and expenses | (including debts and expenses | ||
payable) in the net assets upon | payable) in the net assets upon | ||
auditing in the latest fiscal year of | auditing in the latest fiscal year of | ||
the Company shall be over 50% | the Company shall be over 50% | ||
with the absolute amount over | with the absolute amount over | ||
RMB50 million yuan; and | RMB50 million yuan; and | ||
- 3 -
Existing provision | Amended provision | ||
(proposed amendments being underlined) | |||
5. | The profit arising from transaction | 5. | The profit arising from transaction in |
in the net profit upon auditing in the | the net profit upon auditing in the | ||
latest fiscal year of the Company | latest fiscal year of the Company | ||
shall be over 50% with the absolute | shall be over 50% with the absolute | ||
amount over RMB5 million yuan. | amount over RMB5 million yuan. | ||
If the data in the above index calculation | If the data in the above index calculation | ||
is negative, the absolute value shall | is negative, the absolute value shall | ||
prevail. | prevail. | ||
(III) Conditions of issuing stocks and dividends | (III) Conditions of issuing stocks and dividends | ||
of the Company: Provided the Company | of the Company: Provided the Company | ||
meets the above conditions of cash | meets the above conditions of cash | ||
dividends, it shall draft a preliminary | dividends, it shall draft a preliminary | ||
plan for stock dividend distribution. | plan for stock dividend distribution. | ||
Article 230 | Article 230 |
The discussion procedures of the profit The discussion procedures of the profit distribution plan of the Company are as follows: distribution plan of the Company are as follows:
(I) | The Board of Directors of the Company | (I) | The Board of Directors of the Company |
shall fully discuss the rationality of the | shall fully discuss the rationality of the | ||
profit distribution plan and make the | profit distribution plan and make the | ||
d e t a i l e d m e e t i n g m i n u t e s . T h e | d e t a i l e d m e e t i n g m i n u t e s . T h e | ||
independent directors shall express their | independent directors shall express their | ||
opinions on the profit distribution plan | opinions on the profit distribution plan | ||
explicitly. After a special resolution of the | explicitly. After a special resolution of the | ||
profit distribution plan is passed, it shall | profit distribution plan is passed, it shall | ||
be submitted to the Shareholders' Meeting | be submitted to the Shareholders' Meeting | ||
for examination. | for examination. | ||
(II) | When the Company makes a profit in that | (II) | When the Company makes a profit in that |
year and the accumulated undistributed | year and the accumulated undistributed | ||
profits are positive, and the dividends | profits are positive, and the dividends | ||
aren't distributed in cash or the proposed | aren't distributed in cash or the proposed | ||
cash dividend proportion doesn't reach the | cash dividend proportion doesn't reach the | ||
regulations in Article 230, the Company | regulations in Article 229, the Company | ||
shall provide the network voting for the | shall provide the network voting for the | ||
shareholders during the examination of the | shareholders during the examination of the | ||
profit distribution plan by the Shareholders' | profit distribution plan by the Shareholders' | ||
Meeting. | Meeting. |
- 4 -
Existing provision | Amended provision |
(proposed amendments being underlined) | |
(III) Provided the Company doesn't distribute | (III) Provided the Company doesn't distribute |
dividends in cash for the above-mentioned | dividends in cash for the above-mentioned |
special circumstances in Article 230, the | special circumstances in Article 229, the |
Board of Directors shall make a special | Board of Directors shall make a special |
explanation for the reason of such action, | explanation for the reason of such action, |
accurate purpose of retained earnings of the | accurate purpose of retained earnings of the |
Company, predicted income from | Company, predicted income from |
investment and other matters. After the | investment and other matters. After the |
independent directors express their | independent directors express their |
opinions, such matters shall be submitted to | opinions, such matters shall be submitted to |
the Shareholders' Meeting for examination | the Shareholders' Meeting for examination |
and disclosed on the media designated by the | and approved by 2/3 of the voting rights held |
Company. | by Shareholders attending the Shareholders' |
Meeting,and disclosed on the media | |
designated by the Company. | |
PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION (DRAFT)
The Company announces that, in line with the Company's needs for business development, the Board of the Company at the Board meeting held on 6 March 2020 proposed to revise the details of the profit distribution policies and the discussion procedures of the Company and accordingly, amend the Articles of Association (Draft) of the Company. The Articles of Association (Draft) will be implemented from the date the A Shares issued by the Company are approved by the China Securities Regulatory Commission to be listed and traded on the Shanghai Stock Exchange.
- 5 -
The Board proposed to make amendments to Article 229 and Article 230 of the Articles of Association (Draft) as follows:
Existing provision | Amended provision | ||
(proposed amendments being underlined) | |||
Article 229 | Article 229 | ||
The details of the profit distribution policies of | The details of the profit distribution policies of | ||
the Company are as follows: | the Company are as follows: | ||
(I) | Form of profit distribution: The Company | (I) | Form of profit distribution: The Company |
may distribute profits in cash, stock or the | may distribute profits in cash, stock or the | ||
combination of cash and stock. If | combination of cash and stock. If possible, | ||
possible, the Company may implement | the Company may implement medium- | ||
medium-term profit distribution. | term profit distribution. | ||
(II) | Specific conditions and proportion of cash | (II) | Specific conditions and proportion of cash |
dividends of the Company: Except for | dividends of the Company: Except for | ||
special circumstances, the Company shall | special circumstances, the Company shall | ||
distribute dividends in cash when the | distribute dividends in cash when the | ||
Company makes a profit in that year and | Company makes a profit in that year and | ||
the accumulated undistributed profits are | the accumulated undistributed profits are | ||
positive. The profits distributed in cash | positive. The profits distributed in cash | ||
each year shall not be less than 10% of | each year shall not be less than 10% of | ||
the distributed profits of the current year. | the distributed profits of the current year. | ||
- 6 -
Existing provision | Amended provision | |||||
(proposed amendments being underlined) | ||||||
Specific circumstances refer to repurchase | Specific circumstances refer to repurchase | |||||
of shares and major investments. | of shares, andmajor investments, and | |||||
other specific events considered and | ||||||
The following standards shall be adopted | approved by the Shareholders' Meeting | |||||
for the amount required by repurchasing | of the Company. | |||||
shares and major investments: | ||||||
The following standards shall be adopted | ||||||
1. | The total assets related to the | for the amount required by repurchasing | ||||
transaction (If the total assets | shares and major investments: | |||||
related to the transaction have book | ||||||
value and assessed value, the higher | 1. | The total assets related to the | ||||
will prevail) in the total assets upon | transaction (If the total assets | |||||
the latest auditing of the Company | related to the transaction have book | |||||
shall be over 50%; | value and assessed value, the higher | |||||
will prevail) in the total assets upon | ||||||
2. | The main business revenue of object | the latest auditing of the Company | ||||
of transaction (such as stock right) | shall be over 50%; | |||||
in the latest fiscal year in the main | ||||||
business revenue upon auditing in | 2. | The main business revenue of object | ||||
the latest fiscal year of the Company | of transaction (such as stock right) | |||||
shall be over 50% with the absolute | in the latest fiscal year in the main | |||||
amount over RMB50 million yuan; | business revenue upon auditing in | |||||
the latest fiscal year of the Company | ||||||
3. | The net profit of object of | shall be over 50% with the absolute | ||||
transaction (such as stock right) in | amount over RMB50 million yuan; | |||||
the latest fiscal year in the net profit | ||||||
upon auditing in the latest fiscal | 3. | The net profit of object of | ||||
year of the Company shall be over | transaction (such as stock right) in | |||||
50% with the absolute amount over | the latest fiscal year in the net profit | |||||
RMB5 million yuan; | upon auditing in the latest fiscal year | |||||
of the Company shall be over 50% | ||||||
4. | T h e a m o u n t o f | t r a n s a c t i o n | with the absolute amount over | |||
(including debts | and expenses | RMB5 million yuan; | ||||
payable) in the net assets upon | ||||||
auditing in the latest fiscal year of | 4. | The amount of transaction (including | ||||
the Company shall be over 50% | debts and expenses payable) in the | |||||
with the absolute amount over | net assets upon auditing in the latest | |||||
RMB50 million yuan; and | fiscal year of the Company shall be | |||||
over 50% with the absolute amount | ||||||
over RMB50 million yuan; and | ||||||
- 7 -
Existing provision | Amended provision | ||
(proposed amendments being underlined) | |||
5. | The profit arising from transaction | 5. | The profit arising from transaction in |
in the net profit upon auditing in the | the net profit upon auditing in the | ||
latest fiscal year of the Company | latest fiscal year of the Company | ||
shall be over 50% with the absolute | shall be over 50% with the absolute | ||
amount over RMB5 million yuan. | amount over RMB5 million yuan. | ||
If the data in the above index calculation | If the data in the above index calculation | ||
is negative, the absolute value shall | is negative, the absolute value shall | ||
prevail. | prevail. | ||
(III) Conditions of issuing stocks and dividends | (III) Conditions of issuing stocks and dividends | ||
of the Company: Provided the Company | of the Company: Provided the Company | ||
meets the above conditions of cash | meets the above conditions of cash | ||
dividends, it shall draft a preliminary | dividends, it shall draft a preliminary | ||
plan for stock dividend distribution. | plan for stock dividend distribution. | ||
Article 230 | Article 230 |
The discussion procedures of the profit The discussion procedures of the profit distribution plan of the Company are as follows: distribution plan of the Company are as follows:
(I) | The Board of Directors of the Company | (I) | The Board of Directors of the Company |
shall fully discuss the rationality of the | shall fully discuss the rationality of the | ||
profit distribution plan and make the | profit distribution plan and make the | ||
d e t a i l e d m e e t i n g m i n u t e s . T h e | d e t a i l e d m e e t i n g m i n u t e s . T h e | ||
independent directors shall express their | independent directors shall express their | ||
opinions on the profit distribution plan | opinions on the profit distribution plan | ||
explicitly. After a special resolution of the | explicitly. After a special resolution of the | ||
profit distribution plan is passed, it shall | profit distribution plan is passed, it shall | ||
be submitted to the Shareholders' Meeting | be submitted to the Shareholders' Meeting | ||
for examination. | for examination. | ||
(II) | When the Company makes a profit in that | (II) | When the Company makes a profit in that |
year and the accumulated undistributed | year and the accumulated undistributed | ||
profits are positive, and the dividends | profits are positive, and the dividends | ||
aren't distributed in cash or the proposed | aren't distributed in cash or the proposed | ||
cash dividend proportion doesn't reach the | cash dividend proportion doesn't reach the | ||
regulations in Article 230, the Company | regulations in Article 229, the Company | ||
shall provide the network voting for the | shall provide the network voting for the | ||
shareholders during the examination of the | shareholders during the examination of the | ||
p r o f i t d i s t r i b u t i o n p l a n b y t h e | p r o f i t d i s t r i b u t i o n p l a n b y t h e | ||
Shareholders' Meeting. | Shareholders' Meeting. |
- 8 -
Existing provision | Amended provision | ||
(proposed amendments being underlined) | |||
(III) Provided the | Company doesn't distribute | (III) Provided the | Company doesn't distribute |
dividends in cash for the above-mentioned | dividends in cash for the above-mentioned | ||
special circumstances in Article 230, the | special circumstances in Article 229, the | ||
Board of Directors shall make a special | Board of Directors shall make a special | ||
explanation for the reason of such action, | explanation for the reason of such action, | ||
accurate purpose of retained earnings of | accurate purpose of retained earnings of | ||
the Company, predicted income from | the Company, predicted income from | ||
investment and other matters. After the | investment and other matters. After the | ||
independent | directors express their | independent | directors express their |
opinions, such matters shall be submitted | opinions, such matters shall be submitted | ||
to the Shareholders' Meeting for | to the Shareholders' Meeting for | ||
examination and disclosed on the media | examination and approved by 2/3 of the | ||
designated by the Company. | voting rights held by Shareholders | ||
attending the Shareholders' Meeting,and | |||
disclosed on the media designated by the | |||
Company. | |||
The proposed amendments to the Articles and Articles of Association (Draft) are prepared in Chinese and the English version is therefore a translation only. In the event of any discrepancy between the English translation and the Chinese version of the Articles and Articles of Association (Draft), the Chinese version shall prevail.
The above proposed amendments to the Articles and Articles of Association (Draft) shall be subject to the Company's shareholders' approval at the general meeting of the Company by way of a special resolution. A circular containing details of the proposed amendments to the Articles and Articles of Association (Draft) will be despatched to the shareholders of the Company in due course.
By Order of the Board
Yantai North Andre Juice Co., Ltd.*
Wang An
Chairman
Yantai, the PRC, 6 March 2020
As at the date of this announcement, 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 Yao.
* For identification purpose only
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Yantai North Andre Juice Co. Ltd. published this content on 06 March 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 06 March 2020 13:15:01 UTC