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

  1. PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION; AND
  2. 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

- 9 -

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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