DEED OF NON-COMPETITION

together as well as such entity’s Affiliates;

“ Arbitration Board ”

has the meaning given to it under clause 8;

“ Arbitration Rules ”

has the meaning given to it under clause 8;

“ Business ”

means the business of producing, distributing, selling and marketing ready-to-drink beverages, including fruit juices, vegetable juices, mixed fruits and vegetable juices, ready-to-drink tea and bottled water operated by the Group, other than the business of producing milk;

“ Business Day ”

means a day on which banks are open for the transaction of normal banking business in Hong Kong and in the PRC (excluding Saturday and Sunday);

“ Completion ”

means the date on which the Share Offer becomes or is declared unconditional in all respects;

“ Composite Document ”

means the composite offer and response document to be issued by or on behalf of the Offeror and the Company in accordance with the Takeovers Code containing, among other things, details of the Offers, the terms and conditions of the Offers and the acceptance and transfer forms in respect of the Offers;

“ Control ”

of a Person means: (i) with respect to a corporate Person, direct or indirect ownership of more than thirty percent of the outstanding voting securities of such corporate Person or the ability to appoint more than one-third of the directors of the board or equivalent governing body of such Person or the ability to direct or cause the direction of the management and policies of such Person; (ii) with respect to a non-corporate Person, the comparable voting interest (as set forth in (i) above) for such non-corporate Person; (iii) the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person; or (iv) the operational or practical control of a Person; and the terms “ Controls ”, “ Controlling ” and “ Controlled ” shall have corresponding meanings;

“ Dispute ”

has the meaning given to it under clause 8;

“ Executive ”

means the Executive Director of the Corporate Finance Division of the Hong Kong Securities and Futures Commission or any delegate of the Executive Director;

“ Governmental Entity ”

means any competent government or governing body of any international or supranational organisation, nation, state, province, city, municipality, town or locality or any political or administrative subdivision thereof; any department, agency, commission, ministry, secretariat, court or other entity exercising executive, legislative, judicial, regulatory or

administrative functions of or pertaining to government, and the governing body of any securities exchange;

“ Group ”

means the Company and its Subsidiaries;

“ Group Company ”

means the Company or a Subsidiary of the Company;

“ HKIAC ”

has the meaning given to it under clause 8;

“ Hong Kong ”

means the Hong Kong Special Administrative Region of the PRC;

“ Person ”

means an individual, a partnership, a corporation, an association, a joint stock company, a trust, a joint venture, an unincorporated organisation, Governmental Entity or any other entity;

“ PRC ”

means the People’s Republic of China;

“ Restricted Period ”

means each of the following periods:

(a)  from Completion until one year after Completion; and

(b)  one year beginning on the first anniversary of Completion;

“ Second Long Stop Date ”

means the latest date on which the Offeror can declare the Share Offer unconditional as to acceptances, which is the 60th day after the date of posting of the Composite Document (or such later date to which the Executive may consent);

“ SFO ”

means the Securities and Futures Ordinance, Chapter 571 of the Laws of Hong Kong;

“ Share Offer ”

means the possible voluntary conditional cash offer by ABN AMRO on behalf of the Offeror for all the issued Shares as part of the Offers;

“ Shares ”

means the ordinary shares of US$0.00001 each in the share capital of the Company;

“ Stock Exchange ”

means The Stock Exchange of Hong Kong Limited;

“ Subsidiary ”

means a company over which the Company has Control;

“ Takeover Code ”

means the Hong Kong Code on Takeovers and Mergers; and

“ Upstream Business”

means the business carried on as at the date of this Deed by certain Affiliates of the Covenantor (but not any Group Companies) relating to the production, supply and distribution of recyclable containers, external packaging and raw materials for juice production.