PDF《中国海升果汁控股有限公司》

16 April 2019, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained in this circular Listing Rules the Rules Governing the Listing of Securities on the Stock Exchange PRC the People'

s Republic of China (for the purpose of this circular, excluding Hong Kong, the Macau Special Administrative Region and Taiwan) DEFINITIONS C

1 C SFO The Securities and Futures Ordinance, Chapter

571 of the Laws of Hong Kong Share(s) ordinary share(s) of HK$0.01 each in the share capital of the Company Shareholder(s) holder(s) of the Share(s) Stock Exchange The Stock Exchange of Hong Kong Limited substantial shareholder has the meaning given to this term under the Listing Rules Takeovers Code the Hong Kong Code on Takeovers and Mergers HK$ Hong Kong dollar(s), the lawful currency of Hong Kong RMB Renminbi, the lawful currency of the PRC % per cent. DEFINITIONS C

2 C China Haisheng Juice Holdings Co., Ltd. 中国海升果汁控股有限公司(Incorporated in the Cayman Islands with limited liability) (Stock Code: 0359) Executive Directors: Mr. Gao Liang Mr. Ding Li Mr. Zhao Chongjun Mr. Wang Linsong Independent non-executive Directors: Mr. Chang Xiaobo Mr. Zhao Boxiang Mr. Liu Zhongli Registered office: Cricket Square Hutchins Drive P.O. Box

2681 Grand Cayman KY1-1111 Cayman Islands Principal place of business in Hong Kong: Units B, 3/F. Eton Building

288 Des Voeux Road Central Hong Kong

25 April

2019 To the Shareholders Dear Sir or Madam, (1) PROPOSED RE-ELECTION OF DIRECTORS, (2) PROPOSED GRANT OF GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES AND (3) NOTICE OF ANNUAL GENERAL MEETING INTRODUCTION The purpose of this circular is to provide you with information regarding the resolutions to be proposed at the AGM relating to (i) the re-election of Directors;

(ii) the grant of general and unconditional mandates to the Directors for the issue and the repurchase of the Company'

s securities up to 20% and 10%, respectively, of the aggregate nominal amount of the Company'

s issued share capital as at the date of passing of such resolutions, and the extension of the general mandate to the Directors to issue Shares to include the aggregate nominal amount of such securities repurchased under the repurchase mandate. PROPOSED RE-ELECTION OF DIRECTORS As at the Latest Practicable Date, the Board consisted of seven Directors, namely, Mr. Gao Liang, Mr. Ding Li, Mr. Zhao Chongjun, Mr. Wang Linsong, Mr. Zhao Boxiang, Mr. Liu Zhongli and Mr. Chang Xiaobo. LETTER FROM THE BOARD C

3 C Pursuant to Article 87(1) of the Articles of Association, Mr. Gao Liang, Mr. Zhao Chongjun and Mr. Liu Zhongli will retire and, being eligible, will offer themselves for re-election at the AGM. Pursuant to Article 86(3) of the Articles of Association, Mr. Chang Xiaobo (appointed on

23 May 2018) will retire and, being eligible, will offer himself for re-election at the AGM. Article

88 of the Articles of Association provides that no person other than a Director retiring at the meeting shall, unless recommended by the Directors for election, be eligible for election as a Director at any general meeting unless a written notice signed by a Shareholder (other than the person to be proposed) duly qualified to attend and vote at the meeting for which such notice is given of his intention to propose such person for election and also a written notice signed by the person to be proposed of his willingness to be elected shall have lodged at the head office or at the registration office of the Company provided that the minimum length of the period, during which such notice(s) are given, shall be at least seven days and that (if the notices are submitted after the despatch of the notice of the general meeting appointed for such election) the period for lodgment of such notice(s) shall commence on the day after the despatch of the notice of the general meeting appointed for such election and end no later than seven days prior to the date of such general meeting. Biographical de........