Yantai North Andre Juice : NOTICE OF CLASS MEETING FOR HOLDERS OF H SHARES

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Yantai North Andre Juice Co., Ltd.*

NOTICE OF CLASS MEETING FOR HOLDERS OF H SHARES

NOTICE IS HEREBY GIVEN that the 2021 second class meeting (the "Class Meeting for Holders of H Shares") for the holders of H shares ("H Shares") 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, Andre Building, No. 889 Xincheng Avenue, Muping District, Yantai City, Shandong Province, the People's Republic of China (the "PRC") at 3:30 p.m. on Tuesday, May 11, 2021 to consider and, if thought fit, pass the following resolution. A circular which sets out the details of the following resolution is expected to be dispatched to the shareholders of the Company (the "Shareholders") on or before April 9, 2021.

SPECIAL RESOLUTION

1. 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 of the Company ("H Shares") on The Stock Exchange of Hong Kong Limited (the "Hong Kong Stock Exchange") during the Relevant Period (as defined in paragraph (5) below), 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 Hong Kong Stock Exchange or of any other governmental or regulatory body;
2. the number of the H Shares authorized to be repurchased pursuant to the approval in paragraph (1) during the Relevant Period (as defined in paragraph (5) below) shall not exceed 10% of the number of the H Shares in issue as of the date of the passing of this resolution.
3. the approval in paragraph (1) above shall be conditional upon:
4. 1. 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 an annual general meeting and at a class meeting of holders of A shares of the Company ("A Shares");

* For identification purpose only

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1. 1. 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
   2. 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 (the "Articles") of the Company;
2. 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:
3. 1. 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
   2. file the amended Articles with the relevant governmental authorities of the PRC.
4. For the purposes of this resolution, "Relevant Period" means the period from the date of passing of this resolution until the earlier of:
5. 1. the conclusion of the next annual general meeting of the Company following the passing of this resolution; or
   2. the expiry date of the 12-month period following the passing of this resolution; or
   3. 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 at any general meeting or by a special resolution of holders of H Shares or holders of A Shares at their respective class meetings.

By order of the Board

Yantai North Andre Juice Co., Ltd.*

Wang An

Chairman

Yantai, the PRC

April 7, 2021

As of 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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Notes:

1. Closure of Register of Members in Determining Shareholders' Entitlement for Attending the Class Meeting for Holders of H Shares:
   The register of holders of H Shares of the Company will be closed from Friday, April 30, 2021 to Tuesday, May 11, 2021 (both days inclusive) during which period no transfer of H Shares will be registered. Any holder of the H Shares and whose name appears in the Company's register of holders of H Shares with Tricor Tengis Limited by 4:30 p.m. on Thursday, April 29, 2021 and have completed the registration process, will be entitled to attend and vote at the Class Meeting for Holders of H Shares.
   The address of Tricor Tengis Limited is as follows:
   54th Floor, Hopewell Centre 183 Queen's Road East Wanchai Hong Kong
   Fax No.: (852) 2810 8185
2. In accordance with the Rules Governing the Listing of Securities on The Hong Kong Stock Exchange Limited, any vote of Shareholders at a general meeting must be taken by poll. As such, the resolution set out in this notice of Class Meeting for Holders of H Shares will be voted by poll.
3. Each holder of H Shares entitled to attend the Class Meeting for Holders of H Shares and having voting rights is entitled to appoint in writing one or more proxies, whether a Shareholder or not, to attend and vote on his behalf at the Class Meeting for Holders of H Shares.
4. To be valid, the form of proxy, and if the form of proxy is signed by a person under a power of attorney or other authority on behalf of the appointor, a notarially certified copy of that power of attorney or other authority, must be delivered to the Company's H Share registrar, Tricor Tengis Limited at 54th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong, not less than 24 hours before the time for holding the Class Meeting for Holders of H Shares or any adjournment thereof in order for such documents to be valid.
5. Completion and return of the form of proxy will not preclude you from attending and voting at the Class Meeting for Holders of H Shares or any adjourned meeting thereof should you so wish.
6. In the case of joint registered holders of any shares of the Company ("Shares"), any one of such persons may vote at the Class Meeting for Holders of H Shares, 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 are present at the Class Meeting for Holders of H Shares, 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. The Class Meeting for Holders of H Shares is expected to last for less than half a day. Shareholders and their proxies attending the Class Meeting for Holders of H Shares are responsible for their own transportation and accommodation expenses. Shareholders and their proxies attending the Class Meeting for Holders of H Shares must produce their identity documents.

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