Feb 9 - The board of directors of Yantai North Andre Juice Co., Ltd. is pleased to announce that on 6 February 2009, the Company entered into a non-legally binding memorandum of understanding (the “MOU”) with Uni-President China Holdings Ltd. for the formation of a joint venture company in Shandong, the People's Republic of China to engage in the production of beverage products for Uni- President and other third parties.
This announcement is made pursuant to Rule 17.10 of the Rules Governing the Listing of Securities on The Growth Enterprise Market of The Stock Exchange of Hong Kong Limited.
The establishment of the Joint Venture Company is still subject to the obtaining of the necessary internal approvals of the Company and Uni-President and the entering into of a legally binding definitive agreement. Upon establishment, the Joint Venture Company will be owned as to 50% directly and indirectly by the Company and the remaining 50% by Uni- President.
The Company and Uni-President will each contribute RMB50 million to the registered capital of the Joint Venture Company. The Company will also transfer certain land use rights to the Joint Venture Company, upon its establishment. The Company is principally engaged in the business of manufacturing and sale of apple juice concentrate, pear juice concentrate, apple essence, feedstuff and related products.
The Hshares of the Company are listed on the Growth Enterprise Market of The Stock Exchange of Hong Kong Limited. Uni-President is a limited liability company incorporated in the Cayman Islands and its shares are listed on the Main Board of The Stock Exchange of Hong Kong Limited. Uni-President is one of the leading manufacturers of beverages and instant noodles in the PRC.
As at the date of this announcement, Uni-President holds 186,329,594 domestic shares and 2,370,000 H-shares of the Company, representing approximately 4.37% and 0.06%, respectively, of the total issued share capital of the Company. In addition, on 12 December 2008, Uni-President has agreed to acquire an aggregate of 451,130,807 domestic shares of the Company, representing approximately 10.58% of the total issued share capital of the Company (the “Acquisition”).
As at the date of this announcement, the Acquisition has not been completed. Details of the Acquisition are set out in the announcement of the Company dated 12 December 2008.
Upon completion of the Acquisition, Uni-President will have an aggregate interest of approximately 15.00% in the total issued share capital of the Company. Therefore, Uni- President will become a connected person of the Company by virtue of being a substantial shareholder of the Company upon completion of the Acquisition pursuant to Rule 20.11 of the GEM Listing Rules.
The discussions between the Company and Uni-President regarding the establishment of the Joint Venture Company are at a preliminary stage which may or may not lead to a legally binding definitive agreement. Shareholders of the Company and potential investors should exercise caution when dealing in the H-shares of the Company.