China Haisheng Juice Holdings Co., Ltd. 中國海升果汁控股有限公司 (Incorporated in the Cayman Islands with Limited Liability) (Stock Code: 359)

Hong Kong Exchange 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.

China Haisheng Juice Holdings Co., Ltd. 中國海升果汁控股有限公司 (Incorporated in the Cayman Islands with limited liability) (Stock Code: 359)

DISCLOSEABLE TRANSACTION – FORMATION OF JV COMPANY I AND JV COMPANY II

FORMATION OF JV COMPANY I AND JV COMPANY II

The Board is pleased to announce that on 6 December 2018, Shaanxi Chaoyue entered into Joint Venture Agreement I and Joint Venture Agreement II with Wuwei Agriculture.

Pursuant to Joint Venture Agreement I, Shaanxi Chaoyue and Wuwei Agriculture have agreed to establish JV Company I with a registered capital of RMB33.67 million (equivalent to approximately HK$37.71 million) and each of Shaanxi Chaoyue and Wuwei Agriculture has agreed to contribute to the registered capital of JV Company I at RMB10.00 million (equivalent to approximately HK$11.20 million) and RMB23.67 million (equivalent to approximately HK$26.51 million), respectively. Shaanxi Chaoyue and Wuwei Agriculture will own 90% and 10% of the equity interests of JV Company I, respectively, after the capital contribution.

Pursuant to Joint Venture Agreement II, Shaanxi Chaoyue and Wuwei Agriculture have agreed to establish JV Company II with a registered capital of RMB98.89 million (equivalent to approximately HK$110.76 million) and each of Shaanxi Chaoyue and Wuwei Agriculture has agreed to contribute to the registered capital of JV Company II at RMB20.00 million (equivalent to approximately HK$22.40 million) and RMB78.89 million (equivalent to approximately HK$88.36 million), respectively. Shaanxi Chaoyue and Wuwei Agriculture will own 90% and 10% of the equity interests of JV Company II, respectively, after the capital contribution.

Pursuant to Joint Venture Agreement I and Joint Venture Agreement II, the total registered capital to be contributed by Shaanxi Chaoyue will be RMB30.00 million (equivalent to approximately HK$33.60 million).

JV Company I will be principally engaged in plantation, processing and sales of baby carrots in Liangzhou District, Wuwei City, Gansu Province, the PRC.

1 IMPLICATIONS UNDER THE LISTING RULES

As the highest applicable percentage ratios (as defined under the Listing Rules) in respect of the formation of JV Company I and JV Company II (on an aggregated basis pursuant to Rule 14.22 of the Listing Rules) exceeds 5% and is less than 25%, the entering into Joint Venture Agreement I and Joint Venture Agreement II by Shaanxi Chaoyue constitute discloseable transactions under Chapter 14 of the Listing Rules are subject to the reporting and announcement requirements, but are exempted from shareholders’ approval requirement, pursuant to Chapter 14 of the Listing Rules.

JOINT VENTURE AGREEEMENT I AND JOINT VENTURE AGREEMENT II

The Board is pleased to announce that on 6 December 2018, Shaanxi Chaoyue entered into Joint Venture Agreement I and Joint Venture Agreement II with Wuwei Agriculture.

JV Company I will be principally engaged in plantation, processing and sales of baby carrots in Liangzhou District, Wuwei City, Gansu Province, the PRC.

To the best of the knowledge, information and belief of the Directors, having made all reasonable enquiries, Wuwei Agriculture and its respective ultimate beneficial owners are Independent Third Parties and not connected with the Company and its connected persons (as defined under the Listing Rules).

2 Joint Venture Agreement I

Principal terms of the Joint Venture Agreement I are summarised as follows:

Date

6 December 2018

Parties

(1) Shaanxi Chaoyue; and (2) Wuwei Agriculture.

Business Scope and Term of Operation

JV Company I will be principally engaged in plantation, processing and sales of baby carrots in Liangzhou District, Wuwei City, Gansu Province, the PRC. The term of operation of JV Company I is 30 years, commencing on the date of issuance of Business License of JV Company I.

Registered Capital and Capital Contributions

Pursuant to the Joint Venture Agreement I, the Parties agree to establish JV Company I with a registered capital of RMB33.67 million (equivalent to approximately HK$37.71 million) and each of Wuwei Agriculture and Shaanxi Chaoyue has agreed to contribute to the registered capital of JV Company I upon the terms and conditions of the Joint Venture Agreement I. Details of the capital contributions are as follows:

(a) Shaanxi Chaoyue has agreed to contribute RMB10.00 million (equivalent to approximately HK$11.20 million) in cash to the registered capital of JV Company I. Among which, RMB5.00 million shall be paid before 31 October 2019 and RMB5.00 million shall be paid before 31 March 2020; and

(b) Wuwei Agriculture has agreed to contribute RMB23.67 million (equivalent to approximately HK$26.51 million) in cash to the registered capital of JV Company I and which shall be paid within 60 days after the establishment of JV Company I.

The capital contribution by Shaanxi Chaoyue will be funded by the Group’s working capital. The amount of capital contribution by Shaanxi Chaoyue was arrived at arm’s length negotiations between the Parties with reference to the future capital requirement by JV Company I.

3 Ownership and Nomination of Director

Shaanxi Chaoyue and Wuwei Agriculture will own 90% and 10% of the equity interests of JV Company I, respectively, after their capital contributions. The percentages of the equity interests held by the Parties were arrived at arm’s length negotiations. JV Company I will have one executive director who will be nominated by the shareholder that holds more than 50% equity interests of JV Company I and subject to approval by shareholder holding more than 50% of the equity interests.

Special Terms

Wuwei Agriculture may convene a special general meeting of JV Company I in any one of the following situations: a) Shaanxi Chaoyue was deemed to have made faults or significant mistakes that lead to (i) the interests of JV Company I being impaired; (ii) the safety of the capital contributed by Wuwei Agriculture being affected and (iii) the bearing of liabilities by Wuwei Agriculture; b) Shaanxi Chaoyue was deemed to have used its power as a controlling shareholder of JV Company I to (i) impair the legal rights of Wuwei Agriculture or (ii) impair the legal rights of JV Company I; c) Shaanxi Chaoyue is reluctant to take its responsibilities during the winding up of JV Company I and lead to the legal rights of Wuwei Agriculture being impaired; and d) Wuwei Agriculture cannot legally get back its capital contributed upon the winding up of JV Company I or any other situations that lead to the termination of the business of JV Company I.

At the above special general meeting, shareholders of JV Company I shall exercise their voting rights based on their respective percentage of capital contributed to JV Company I.

Restriction on Equity Transfer and Capital Reduction

Without the prior written consent of the other party, either party to the Joint Venture Agreement I shall not transfer its equity interests in the JV Company I (except transfer to the parties associated companies). If the other party agrees to the transfer of equity interests, such other party shall have the right of first refusal under the same conditions.

4 Joint Venture Agreement II

Principal terms of the Joint Venture Agreement II are summarised as follows:

Date

6 December 2018

Parties

(3) Shaanxi Chaoyue; and (4) Wuwei Agriculture.

Business Scope and Term of Operation

Registered Capital and Capital Contributions

Pursuant to the Joint Venture Agreement II, the Parties agree to establish JV Company II with a registered capital of RMB98.89 million (equivalent to approximately HK$110.76 million) and each of Wuwei Agriculture and Shaanxi Chaoyue has agreed to contribute to the registered capital of JV Company II upon the terms and conditions of the Joint Venture Agreement II. Details of the capital contributions are as follows:

(a) Shaanxi Chaoyue has agreed to contribute RMB20.00 million (equivalent to approximately HK$22.40 million) in cash to the registered capital of JV Company II. Among which, RMB10.00 million shall be paid before 31 October 2019 and RMB10.00 million shall be paid before 31 March 2020; and

(b) Wuwei Agriculture has agreed to contribute RMB78.89 million (equivalent to approximately HK$88.36 million) in cash to the registered capital of JV Company II and which shall be paid within 60 days after the establishment of JV Company II.

5 Ownership and Nomination of Director

Shaanxi Chaoyue and Wuwei Agriculture will own 90% and 10% of the equity interests of JV Company II, respectively, after their capital contributions. The percentages of the equity interests held by the Parties were arrived at arm’s length negotiations. JV Company II will have one executive director who will be nominated by the shareholder that holds more than 50% equity interests of JV Company II and subject to approval by shareholder holding more than 50% of the equity interests.

Special Terms

Wuwei Agriculture may convene a special general meeting of JV Company II in any one of the following situations:

(a) Shaanxi Chaoyue was deemed to have made faults or significant mistakes that lead to (i) the interests of JV Company II being impaired; (ii) the safety of the capital contributed by Wuwei Agriculture being affected and (iii) the bearing of liabilities by Wuwei Agriculture;

(b) Shaanxi Chaoyue was deemed to have used its power as a controlling shareholder of JV Company II to (i) impair the legal rights of Wuwei Agriculture or (ii) impair the legal rights of JV Company II;

(c) Shaanxi Chaoyue is reluctant take its responsibilities during the winding up of JV Company II and lead to the legal rights of Wuwei Agriculture being impaired; and

(d) Wuwei Agriculture cannot legally get back its capital contributed upon the winding up of JV Company II or any other situations that lead to the termination of the business of JV Company II.

At the above special general meeting, shareholders of JV Company II shall exercise their voting rights based on their respective percentage of capital contributed to JV Company II.

Restriction on Equity Transfer and Capital Reduction

Without the prior written consent of the other party, either party to the Joint Venture Agreement II shall not transfer its equity interests in the JV Company II (except transfer to the parties associated companies). If the other party agrees to the transfer of equity interests, such other party shall have the right of first refusal under the same conditions.

6 REASONS AND BENEFITS DERIVED FROM THE CONTRIBUTIONS

JV Company I will be principally engaged in plantation, processing and sales of baby carrots in Liangzhou District, Wuwei City, Gansu Province, the PRC. The implementation of the formation of the JV Company I will enable the Group to optimize its industrial layout and expand its production capacity. JV Company I can significantly reduce the short-distance transportation cost of raw materials.

JV Company II will be principally engaged in plantation, processing and sales of greenhouse fruits and vegetables, such as fruit tomatoes, mainly based on glass greenhouse plantation method in Liangzhou District, Wuwei City, Gansu Province, the PRC. The implementation of the formation of the JV Company II will enable the Group to optimize its industrial layout and expand its production capacity. JV Company II will form a reliable ecological supply circle with greenhouses in Pingliang, Zhangye and other regions for the stable supply of products for the market throughout the year.

The Directors (including the independent non-executive Directors) are of the view that the formation of JV Company I and JV Company II are in the interests of the Group and the Shareholders as a whole and the terms of the Joint Venture Agreement I and Joint Venture Agreement II and the transactions contemplated thereunder are on normal commercial terms and are fair and reasonable.

INFORMATION ON THE PARTIES TO THE JOINT VENTURE AGREEMENT

Shaanxi Chaoyue is a non wholly-owned subsidiary of the Group and principally engaged in plantation and sale of apples and other fruits.

Wuwei Agriculture is principally engaged in agriculture development and poverty alleviation in Liangzhou District, Wuwei City, Gansu Province, the PRC.

INFORMATION ON THE GROUP

The Group is principally engaged in the manufacture and sale of fruit juice concentrate and related products and plantation and sale of apples and other fruits and production and sale of feed.

FINANCIAL EFFECT OF THE CAPITAL CONTRIBUTION

Upon completion of the Capital Contributions, the Group will have 90% equity interests in JV Company I and JV Company II which will be accounted for by the Group as non-wholly owned subsidiaries. The Capital Contribution will be accounted for as equity transactions that will not result in the recognition of any gain or loss in profit or loss.

7 IMPLICATIONS UNDER THE LISTING RULES

As none of the Directors has material interests in the formation of JV Company I and JV Company II, none of them has to abstain from voting on the Board resolutions approving the Joint Venture Agreement I and Joint Venture Agreement II and the transactions contemplated thereunder pursuant to the articles of association of the Company.

DEFINITIONS

In this announcement, unless the context otherwise requires, the following expressions have the following meanings:

“Board” the board of Directors

Capital Contributions the capital contributions to the registered capital of JV Company I and JV Company II by the Parties pursuant to the Joint Venture Agreement I and Joint Venture Agreement II

“Company” China Haisheng Juice Holdings Co., Ltd.中國海升果汁控股有限公司 , a company incorporated in the Cayman Islands as an exempted company with limited liability whose issued Shares are listed on the Main Board of the Stock Exchange

“connected person(s)” has the meaning given to it under the Listing Rules

“Director(s)” the director(s) of the Company

“Group” the Company and its subsidiaries

“Hong Kong” the Hong Kong Special Administrative Region of the PRC

“Independent Third Party(ies)” person(s) or company(ies) which is/are not connected person(s) (as defined in the Listing Rules) of the Company

“Joint Venture Agreement I” the joint venture agreement dated 6 December 2018 and entered into between Shaanxi Chaoyue and Wuwei Agriculture in relation to the formation of JV Company I

8 “Joint Venture Agreement II” the joint venture agreement dated 6 December 2018 and entered into between Shaanxi Chaoyue and Wuwei Agriculture in relation to the formation of JV Company II

“JV Company I” Wuwei Haiyue Modern Agriculture Company Limited* (武威海越現代農業有限公司) (subject to the final name as approved and registered by the industrial and commercial registration authority), a limited liability company to be established by the parties to the Joint Venture Agreement I in Liangzhou District, Wuwei City, Gansu Province, the PRC, pursuant to the Joint Venture Agreement I;

“JV Company II” Wuwei Chaoyue Modern Agriculture Company Limited* (武威超越現代農業有限公司) (subject to the final name as approved and registered by the industrial and commercial registration authority), a limited liability company to be established by the parties to the Joint Venture Agreement II in Liangzhou District, Wuwei City, Gansu Province, the PRC, pursuant to the Joint Venture Agreement II;

“Listing Rules” The Rules Governing the Listing of Securities on the Stock Exchange

“Parties” collectively, Wuwei Agriculture and Shaanxi Chaoyue

“Party” individually, Wuwei Agriculture or Shaanxi Chaoyue

“PRC” the People’s Republic of China, which for the purpose of this announcement excludes Hong Kong, the Macao Special Administrative Region of the PRC and Taiwan

“Shaanxi Chaoyue” 陜西超越農業有限公司(Shaanxi Chaoyue Agriculture Company Limited*), a company established in the PRC with limited liability which is a non wholly-owned subsidiary of the Company

“Shares” ordinary share(s) of HK$0.01 each in the issued share capital of the Company

“Shareholder(s)” holder(s) of Shares in the issued capital of the Company

“Stock Exchange” The Stock Exchange of Hong Kong Limited

“Wuwei Agriculture” 武威涼州農業產業扶貧開發有限責任公司(Wuwei Liangzhou Agriculture Industry Poverty Alleviation Development Company Limited*), a limited liability company established in the PRC

9 “HK$” Hong Kong dollars, the lawful currency of Hong Kong

“RMB” Renminbi, the lawful currency of the PRC

“%” per cent.

By order of the Board of China Haisheng Juice Holdings Co., Ltd. Mr. Gao Liang Chairman

Xi’an, the People’s Republic of China, 6 December 2018

As at the date of this announcement, the executive directors are Mr. Gao Liang, Mr. Ding Li, Mr. Zhao Chongjun and Mr. Wang Linsong; the independent non-executive directors are Mr. Zhao Boxiang, Mr. Liu Zhongli and Mr. Chang Xiaobo.

In this announcement, RMB has been converted to HK$ at the rate of RMB1= HK$1.12 for illustration purpose only. No representation is made that any amounts in RMB or HK$ have been, could have been or could be converted at the above rate or at any other rates or at all.

* For identification purpose only.