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. ANDRE Yantai North Andre Juice Co., Ltd.* (a joint stock limited company incorporated in the People s Republic of China) (Stock code : 02218) DISCLOSEABLE TRANSACTION SUBSCRIPTIONS OF WEALTH MANAGEMENT PRODUCTS On 25 December 2015, the Company subscribed for a wealth management product with Harvest Wealth at a consideration of RMB50 million. As the applicable percentage ratios in respect of the subscription of wealth management product of Harvest Wealth are greater than 5% but less than 25%, such subscription constitutes a discloseable transaction for the Company under the Listing Rules and is subject to reporting and announcement as required under Chapter 14 of the Listing Rules. I. DISCLOSEABLE TRANSACTION SUBSCRIPTION OF WEALTH MANAGEMENT PRODUCT OF HARVEST WEALTH 1. Background On 25 December 2015, the Company subscribed for a wealth management product with Harvest Wealth at a consideration of RMB50 million. 2. Details of the Subscription On 25 December 2015, the Company entered into a fund agreement with Harvest Wealth to purchase a wealth management product of Harvest Wealth, details of which are as follows: (1) Name of product: Harvest Wealth Cash Management Selected Fund No.3 ( 3 ) (2) Investment currency: RMB (3) Risk and return: Harvest Wealth, the fund manager, has not undertaken to provide guarantee on the principal and minimum returns of the wealth management product. (4) Subscription amount: RMB50 million 1
(5) Expected annualized return rate: 6.30% (6) Principle for calculation of product returns: (a) The return on the fund during the term of subscription = the shares held by the Company RMB 1 the expected annualized return rate the actual days of that trache/365. (b) The return on the fund upon the maturity date = the shares held by the Company RMB 1 (1+ the expected annualized return rate the actual days of that trache/365). (7) Value date of product: 29 December 2015 (8) Maturity date of product: 29 June 2016 (9) Right of early termination: The Company has no right of early termination. During the investment period for the product, the Harvest Wealth has the right but not an obligation of early termination subject to terms and conditions set out in the fund agreement. (10) The payment of return: The fund manager will instruct the trustee to remit the return on the fund within 10 working days after the base date of return distribution and the trustee will remit the return to the Company within one working day upon its receipt of such remittance instruction. (11) Description of connected relationship: To the best knowledge, information and belief of the Directors having made all reasonable enquiry, Harvest Wealth and its ultimate beneficial owners are the third parties independent of the Company and connected persons of the Company, and are not connected persons of the Company. 3. Implication under the Listing Rules As the applicable percentage ratios in respect of the subscription of wealth management product of Harvest Wealth are greater than 5% but less than 25%, such subscription constitutes a discloseable transaction for the Company under the Listing Rules and is subject to reporting and announcement as required under Chapter 14 of the Listing Rules. 2
II. VOLUNTARY DISCLOSURES SUBSCRIPTION OF WEALTH MANAGEMENT PRODUCTS OF NATIONAL TRUST The following disclosures are made on a voluntary basis. 1. Background In addition to the subscription of wealth management product of Harvest Wealth as abovementioned, the Company had entered into several agreements with regard to subscriptions of wealth management products from May 2015 to November 2015. On 12 November 2015, the Company subscribed for a wealth management product ( Wealth Management Product No. 3 ) with National Trust at a total consideration of RMB10 million. On 12 June 2015, the Company subscribed for a wealth management product ( Wealth Management Product No. 2 ) with National Trust at a consideration of RMB8 million. On 27 May 2015, the Company subscribed for a wealth management product ( Wealth Management Product No. 1 ) with National Trust at a consideration of RMB3 million. 2. Details of the Subscriptions Subscription of Wealth Management Product No.3 On 12 November 2015, the Company entered into a trust agreement for capital-accumulated trust scheme with National Trust to purchase Wealth Management Product No. 3 of National Trust, details of which are as follows: (1) Name of product: National Trust Tenghai Investment Tenghai Agricultural Equity Rights Capitalaccumulated Trust Scheme ( ) (2) Investment currency: RMB (3) Risk and return: National Trust, the trustee, has not undertaken to provide guarantee on the principal and minimum returns of this wealth management product. (4) Subscription amount: RMB10 million (5) Expected annualized return rate: 8.50% (6) Principle for calculation of product returns: (a) The return on the trust during the term of subscription = the shares held by the Company RMB 1 the expected annualized return rate the actual days of that trache/365. 3
(b) The return on the trust upon the maturity date = the shares held by the Company RMB 1 (1+ the expected annualized return rate the actual days of that trache/365) returns which have been paid to the Company. (7) Term of subscription: From 12 November 2015 to 11 November 2016 (8) Return dates: 12 May 2016 and 11 November 2016 (9) Right of early termination: The Company has no right of early termination. During the investment period for the products, the National Trust has the right but not an obligation of early termination subject to terms and conditions set out in the trust agreement. (10) The payment of return: The remaining return on the trust scheme, deducting unpaid trust fees as stipulated in the trust agreement, would be paid within 10 working days after the expiration of the term of subscription. (11) Description of connected relationship: To the best knowledge, information and belief of the Directors having made all reasonable enquiry, National Trust and its ultimate beneficial owners are the third parties independent of the Company and connected persons of the Company, and are not connected persons of the Company. Subscription of Wealth Management Product No.2 On 12 June 2015, the Company entered into a trust agreement for capital-accumulated trust scheme with National Trust to purchase Wealth Management Product No. 2 of National Trust, details of which are as follows: (1) Name of product: National Trust Kaidi Power Working Capital Loans Capital-accumulated Trust Scheme ( ) (2) Investment currency: RMB (3) Risk and return: National Trust, the trustee, has not undertaken to provide guarantee on the principal and minimum returns of this wealth management product. (4) Subscription amount: RMB8 million (5) Expected annualized return rate: 9.80% (6) Principle for calculation of product returns: (a) The return on the trust during the term of subscription = the shares held by the Company RMB 1 the expected annualized return rate the actual days of that trache/360. 4
(b) The return on the trust upon the maturity date = the shares held by the Company RMB 1 (1+ the expected annualized return rate the actual days of that trache/360) returns which have been paid to the Company. (7) Term of subscription: From 12 June 2015 to 25 May 2016 (8) Return dates: 6 July 2015, 5 January 2016 and 10 June 2016 (9) Right of early termination: The Company has no right of early termination. During the investment period for the products, the National Trust has the right but not an obligation of early termination subject to terms and conditions set out in the trust agreement. (10) The payment of return: The remaining return on the trust scheme,deducting unpaid trust fees as stipulated in the trust agreement, would be paid within 15 working days after the expiration of the term of subscription. (11) Description of connected relationship: To the best knowledge, information and belief of the Directors having made all reasonable enquiry, National Trust and its ultimate beneficial owners are the third parties independent of the Company and connected persons of the Company, and are not connected persons of the Company. Subscription of Wealth Management Product No. 1 On 27 May 2015, the Company entered into a trust agreement for capital-accumulated trust scheme with National Trust to purchase Wealth Management Product No. 1 of National Trust, details of which are as follows: (1) Name of product: National Trust Kaidi Power Working Capital Loans Capital-accumulated Trust Scheme ( ) (2) Investment currency: RMB (3) Risk and return: National Trust, the trustee, has not undertaken to provide guarantee on the principal and minimum returns of this wealth management product. (4) Subscription amount: RMB3 million (5) Expected annualized return rate: 9.50% (6) Principle for calculation of product returns: (a) The return on the trust during the term of subscription = the shares held by the Company RMB 1 the expected annualized return rate the actual days of that trache/360. 5
(b) The return on the trust upon the maturity date = the shares held by the Company RMB 1 (1+ the expected annualized return rate the actual days of that trache/360) returns which have been paid to the Company. (7) Term of subscription: From 27 May 2015 to 25 May 2016 (8) Return dates: 6 July 2015, 5 January 2016 and 10 June 2016 (9) Right of early termination: The Company has no right of early termination. During the investment period for the products, the National Trust has the right but not an obligation of early termination subject to terms and conditions set out in the trust agreement. (10) The payment of return: The remaining return on the trust scheme,deducting unpaid trust fees as stipulated in the trust agreement, would be paid within 15 working days after the expiration of the term of subscription. (11) Description of connected relationship: To the best knowledge, information and belief of the Directors having made all reasonable enquiry, National Trust and its ultimate beneficial owners are the third parties independent of the Company and connected persons of the Company, and are not connected persons of the Company. 3. Implication under the Listing Rules As the applicable percentage ratios in respect of the total consideration of the subscriptions of wealth management products of National Trust are less than 5%, such subscriptions do not constitute a notifiable transaction for the Company under Chapter 14 of the Listing Rules. REASONS AND BENEFITS FOR THE SUBSCRIPTIONS Without affecting the Company s operational liquidity and fund security, the Company utilized certain idle funds to subscribe for low-risk wealth management product from Harvest Wealth and National Trust. Such subscriptions will not affect the need of working capital of the Company. Appropriate short-term wealth management with low risk exposure is conducive to enhancing the utilization of capital and increasing income from idle funds. Therefore, the Directors consider that the subscriptions of the wealth management products from Harvest Wealth and National Trust are fair and reasonable and in the interests of the Company and the Shareholders as a whole. 6
GENERAL INFORMATION Principal Business Activities The Company The Company is principally engaged in the businesses of (i) production and sales of various virgin pulp juice and fruit and vegetable juice; (ii) processing and sales of iron packaging products; (iii) biological and comprehensive utilization of pomace; and (iv) wholesale and import and export of various virgin pulp juice, fruit and vegetable juice and fruit pulps. Harvest Wealth Harvest Wealth is a principally engaged in the businesses of sales of funds, investment management, asset management and business consultation. National Trust National Trust is a principally engaged in the following businesses: capital trust, chattel trust, real estate investment trust and trusts for other properties or rights of properties; investment fund as the promoter of investment fund or the fund management company; and mergers and acquisitions of corporate assets, raising funds for projects, corporate financing and financial consultations. DEFINITIONS In this announcement, unless the context requires otherwise, the following terms have the meanings set out below: Board Company Director(s) Harvest Wealth Listing Rules National Trust the board of Directors Yantai North Andre Juice Co., Ltd.*, a joint stock limited company incorporated in the PRC with limited liability and whose H shares are listed on the Main Board of the Stock Exchange the directors of the Company Harvest Wealth Management Co., Ltd.,, a company incorporated in the PRC with limited liability the Rules Governing the Listing of Securities on the Stock Exchange National Trust Co., Ltd. ( ), a company incorporated in the PRC with limited liability 7
percentage ratio(s) PRC RMB Shareholders Stock Exchange has the meaning ascribed to this term under the Listing Rules the People s Republic of China Renminbi, the lawful currency of the PRC the shareholders of the Company The Stock Exchange of Hong Kong Limited By order of the Board Yantai North Andre Juice Co., Ltd.* Wang An Chairman Yantai, the PRC, 28 December 2015 As at the date hereof, the Board comprises: Mr. Wang An (Executive Director) Mr. Zhang Hui (Executive Director) Mr. Wang Yan Hui (Executive Director) Mr. Liu Tsung-Yi (Non-executive Director) Mr. Gong Fan (Independent non-executive Director) Mr. Chow Kam Hung (Independent non-executive Director) Mr. Li Tong Ning (Independent non-executive Director) * For identification purpose only 8