YANTAI NORTH ANDRE JUICE CO., LTD. 
By 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 : 2218) ANNOUNCEMENT PROPOSED SHARE CONSOLIDATION AND CHANGE IN BOARD LOT SIZE
The Board wishes to announce that subject to the Stock Exchange granting the listing of, and permission to deal in, the Consolidated H Shares, it has resolved that the Shares Consolidation on the basis of every 10 Shares with a nominal value of RMB0.10 each be consolidated into 1 Consolidated Share with a nominal value of RMB1.00 each be effected. The Board further proposed to change the board lot size from 5,000 H Shares to 500 Consolidated H Shares once the Shares Consolidation becomes effective.
Reference is made to the circular of the Company dated 10 May 2012 in relation to, among other things, the Shares Consolidation, and the announcement of the Company dated 26 June 2012 in relation to the poll results of the AGM and the Class Meetings, at which, among other things, the Board has been authorised to effect the Shares Consolidation on the basis of every 10 Shares with a nominal value of RMB0.10 each be consolidated into 1 Consolidated Share with a nominal value of RMB1.00 each.
The Board wishes to announce that subject to the Stock Exchange granting the listing of, and permission to deal in, the Consolidated H Shares, it has resolved that the Shares Consolidation be effected. The Board further proposed to change the board lot size from 5,000 H Shares to 500 Consolidated H Shares once the Shares Consolidation becomes effective.
As at the date of this announcement, the registered share capital of the Company is RMB408,988,000, comprising 2,505,360,000 Domestic Shares and 1,584,520,000 H Shares of RMB0.10 each, all of which are in issue and fully paid.
For the purpose of the Shares Consolidation, (i) every 10 Domestic Shares of RMB0.10 each will be consolidated into 1 Consolidated Domestic Share of RMB1.00 and (ii) every 10 H Shares of RMB0.10 each will be consolidated into 1 Consolidated H Share of RMB1.00. As a result, every 10 Shares of RMB0.10 each will be consolidated into 1 Consolidated Share of RMB1.00 on the Effective Date.
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Based on the number of Shares as at the date of this announcement and on the assumption that there will be no further Shares issued by the Company from the date of this announcement up to the Effective Date, upon the Shares Consolidation becoming effective, the registered share capital of the Company on the Effective Date shall comprise of 250,536,000 Consolidated Domestic Shares and 158,452,000
Consolidated H shares of RMB1.00 each, all of which are in issue and fully paid on the Effective Date. The Consolidated Shares shall rank pari passu in all respects with each other.
The Company has no outstanding options, warrants, convertible notes, derivatives or other securities convertible into or exchangeable for the Shares.
The Board expects that other than the relevant expenses incurred, the implementation of the Shares Consolidation has no impact on the consolidated net asset value of the Group, nor will it alter the underlying assets, business, operation, management or financial position of the Company or the interests and relative rights of the Shareholders. The Directors believe that the Shares Consolidation would not have any material adverse effect on the financial position of the Group and that the Shares Consolidation is in the interest of the Company and the Shareholders as a whole.
As at the date of this announcement, the H Shares are currently traded on Main Board in board lots of 5,000 Shares. Upon the Shares Consolidation becoming effective, the Board proposes that the Consolidated Shares will be traded in board lots of 500 Consolidated H Shares. Based on the closing price of HK$0.335 per existing H Share as quoted on the Stock Exchange on the date of this announcement, the board lot value is HK$1,675. Theoretically, the change in board lot size to 500
Consolidated H Shares will keep the board lot value to HK$1,675 (calculated based on the closing price of the Share as at the date of this announcement and adjusted for the effect of the Shares Consolidation).
The change in the board lot size will not result in any change in the relative rights of the Shareholders. The Board consider that the change in board lot size together with the Shares Consolidation is in the interests of the Company and the Shareholders as a whole. In addition, fractional Consolidated Shares will be disregarded and not issued to the Shareholders but all such fractional Consolidated Shares will be aggregated and, if possible, sold for the benefit of the Company. Fractional Consolidated Shares will only arise in respect of the entire shareholding of a holder of the Shares regardless of the number of share certificates held by such holder. Further, the Company will not provide matching service for the odd lot trading.
The Shares Consolidation and the change in board lot size of the H Shares are conditional upon the granting of the approval by the listing committee of the Stock Exchange for the listing of and permission to deal in the Consolidated H Shares.
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An application has been made by the Company to the listing committee of the Stock Exchange for the listing of, and permission to deal in, the Consolidated H Shares upon the Shares Consolidation becoming effective.
CCASS ELIGIBILITYSubject to the granting of the listing of, and permission to deal in, the Consolidated H Shares on the Stock Exchange, the Consolidated H Shares will be accepted as eligible securities by HKSCC for deposit, clearance and settlement in CCASS with effect from the commencement date of dealings in the Consolidated H Shares on the Stock Exchange or such other date as determined by HKSCC. All necessary arrangements will be made for the Consolidated H Shares to be admitted into CCASS. All activities under CCASS are subject to the General Rules of CCASS and CCASS Operational Procedures in effect from time to time.
EXCHANGE OF SHARE CERTIFICATE AND TRADING ARRANGEMENT
Subject to the Shares Consolidation becoming effective, which is expected to be on Monday, 28 January
2013, holders of H Shares may, on or after Monday, 28 January 2013 until Friday, 8 March 2013 (both days inclusive) submit the share certificates of existing H Shares (in yellow colour) to the H Shares registrar of the Company in Hong Kong, Tricor Tengis Limited at 26th Floor, Tesbury Centre, 28
Queen's Road East, Wanchai, Hong Kong, to exchange, at the expense of the Company, for new share certificates of the Consolidated H Shares (in pink colour) on the basis of 10 existing H Shares for 1
Consolidated H Share. Existing H Shares certificates will be valid for delivery, trading and settlement purposes for the period up to 4:00 p.m. on Wednesday, 6 March 2013 and thereafter will not be accepted for delivery, trading and settlement purposes. Thereafter, certificates of existing H Shares will remain effective as documents of title but will be accepted for exchange only on payment of a fee of HK$2.50 (or such other amount as may from time to time be specified by the Stock Exchange) per certificate issued or cancelled (whichever number is higher) payable by H Shareholders. Otherwise, certificates of existing H Shares will continue to be good evidence of legal title and may be exchanged for certificates of Consolidated H Shares at any time.
It is expected that the new share certificates of the Consolidated H Shares will be available for collection within 10 Business Days after submission of the existing share certificates of H Shares to the H Share registrar of the Company for exchange.
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Effective date for the Share Consolidation . . . . . . . . . . . . . . . . . . . . . . . . . . . . Monday, 28 January 2013
First day of free exchange of existing share certificates of H Shares
for new share certificates of Consolidated H Shares . . . . . . . . . . . . . . . . . . . Monday, 28 January 2013
Dealing in Consolidated H Shares commences . . . . . . . . . . . . . . . . . 9:00 a.m., Monday, 28 January 2013
Original counter for trading in existing H Shares in board lots of 5,000 existing H Shares
(in the form of existing share certificates)
to be temporarily closed . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9:00 a.m., Monday, 28 January 2013
Temporary counter for trading in Consolidated
H Shares in board lot size of 500 Consolidated H Shares
(in the form of existing shares certificates) opens . . . . . . . . . . . . . 9:00 a.m., Monday, 28 January 2013
Original counter for trading in Consolidated H Shares in board lot size of 500 Consolidated H Shares
(in the form of new share certificates) re-opens . . . . . . . . . . . . . 9:00 a.m., Thursday, 14 February 2013
Parallel trading in Consolidated H Shares in the
original counter (in the form of new share certificates)
and in the temporary counter (in the form of existing
shares certificates) commences . . . . . . . . . . . . . . . . . . . . . . . . . 9:00 a.m., Thursday, 14 February 2013
Temporary counter for trading in Consolidated H Shares in board lot size of 500 Consolidated H Shares
(in the form of existing share certificates) closes . . . . . . . . . . . . . 4:00 p.m., Wednesday, 6 March 2013
Parallel trading in Consolidated H Shares in the form
of existing share certificates and new share certificates ends . . . . 4:00 p.m., Wednesday, 6 March 2013
Last date for free exchange of share certificates . . . . . . . . . . . . . . . . . . . . . . . . . . . Friday, 8 March 2013
Dates and times specified in the above timetable are Hong Kong dates and times.
The above timetable is indicative only and may be varied by the Company. Further announcement will be made by the Company on any consequential change to the expected timetable as and when necessary and appropriate.
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Unless the context otherwise requires, the terms used in this announcement shall have the following meanings:
"AGM" the annual general meeting of the Company convened on 26 June
2012 to approve, among other things, (1) the proposed Share Consolidation; and (2) proposed general mandates to the Board to deal with matters relating to the Share Consolidation
"Board" the board of Directors
"CCASS" the Central Clearing and Settlement System established and operated by HKSCC
"Class Meetings" the class meetings of the holders of H Shares and Domestic Shares held on 26 June 2012 to approve, among other things, (1) the proposed Share Consolidation; and (2) proposed general mandates to the Board to deal with matters relating to the Share Consolidation
"Company" Yantai North Andre Juice Co., Ltd.*(J:féi:l1J
