IRREVOCABLE UNDERTAKING

for acceptance set out in the Composite Document not later than seven days after becoming the registered holder of such Shares;

(ii)           it shall not withdraw any acceptances of the Share Offer in respect of such Shares; and

(iii)          it shall sell such Shares free of any Encumbrance and together with all rights of any nature attaching to those Shares, including the right to all dividends, and other distributions, declared, made or paid on or after the date of the Announcement; or

(f)            if either: (i) upon the Share Offer becoming or being declared unconditional in all respects, there is insufficient time for it to convert the Convertible Bonds into Shares according to the timetable of the Offers as stipulated by the Code; or (ii) it is prevented or is unable to convert the Convertible Bonds into Shares for any other reason:

(i)            it shall accept the Convertible Bond Offer in respect of all the Convertible Bonds in accordance with the procedure for acceptance set out in the Composite Document not later than seven days after the Share Offer becomes or is declared unconditional in all respects;

(ii)           it shall not withdraw any acceptances of the Convertible Bond Offer; and

(iii)          it shall sell the Convertible Bonds free from any Encumbrance of any nature whatsoever and together with all rights of any nature attaching to those Convertible Bonds, including the right to all interest payments paid on or after the date of the Announcement.

Documentation

4.                                       The Shareholder and the Guarantor consent to:

(a)                                  this Deed and the Deed of Non-Competition being disclosed to the SFC and the Stock Exchange;

(b)                                 the inclusion of references to them, particulars of this Deed and of the Deed of Non-Competition, and their respective holdings of relevant securities of Huiyuan by them being included in the Announcement and the Composite Document; and

(c)                                  this Deed and the Deed of Non-Competition being made available for inspection as required by Note 1 to Rule 8 of the Code or the Listing Rules.

Offeror’s undertakings

5.                                       The Offeror agrees with the Shareholder and the Guarantor that:

(a)                                  it will make the Offers in accordance with the Announcement and the Announcement will be released substantially in the form attached (or in such other form as may be agreed between the Offeror and the Shareholder or as may be required to comply with the requirements of the SFC or the Stock Exchange) within ten Business Days of the date of this Deed(or such later date as the Offeror and the Shareholder may agree);

(b)                                 it shall, at its own cost, use all reasonable efforts to ensure that the Pre-Condition

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is fulfilled promptly after the date of the Announcement, and in any event, no later than the First Long Stop Date;

(c)                                  without prejudice to the generality of paragraph 5(b) above, it shall initiate contact with the relevant Governmental Authority relating to the satisfaction of the Pre-condition within seven days of the date of the Announcement with a view to making the PRC Antitrust Filing within 20 days of the date of the Announcement;

(d)                                 it shall not announce a change to the initial First Long Stop Date without the prior consent of the Shareholder; and

(e)                                  subject to the Share Offer becoming or being declared unconditional in all respects:

(i)            it shall procure that Huiyuan complies with its material obligations under the Supply Contract;

(ii)           it undertakes that, throughout the term of the Supply Contract, neither it nor any of its Affiliates, including the Group Companies, will invest or acquire any interest, whether direct or indirect, in any business or operation in the People’s Republic of China that competes with the Upstream Business, provided nothing in this sub paragraph 5(e)(ii) shall affect any existing investment or investments which it or its Affiliates has as at the date of this Deed; and

(iii)          it confirms that it is its current intention that the brand name “Huiyuan” will continue to be used in the juice business in the PRC of the Offeror and its Affiliates.

Co-operation in relation to Pre-Condition

6.                                       The Offeror, the Shareholder and the Guarantor shall, and, in the case of the Shareholder and the Guarantor, shall use all reasonable efforts to procure that Huiyuan shall, use all reasonable endeavours to co-operate with each other in any dealings with or submissions to any Governmental Authority in connection with the Share Offer to ensure that the Pre-Condition is satisfied promptly after the date of the Announcement and, in connection with such co-operation, the Offeror, the Shareholder and the Guarantor agree that:

(a)                                  each party shall notify the other parties and their advisers (and provide copies or, in the case of non-written communications, details) of any requests from or other communications with any Governmental Authority relating to the Pre-Condition, provided that each party shall not be required to disclose to the other parties any confidential information or business secrets which have not previously been disclosed to such parties (such information to be exchanged only on a counsel-to-counsel basis by the parties’ advisers), and shall promptly comply with such requests;

(b)                                 each party shall consult and cooperate with the other parties and their advisers prior to the submission of any notifications, filings, presentations and memoranda, or other communication orally or in writing, of any responses, arguments, proposals and analyses to any Governmental Authority regarding the Pre-Condition and shall take into account any reasonable comments and requests of the other parties and their advisers, provided that each party shall not be required to disclose to the other parties any confidential information or business secrets which have not previously been disclosed to such parties (such information to be

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exchanged only on a counsel-to-counsel basis by the parties’ advisers);

(c)                                  all material discussions, telephone calls and meetings with a Governmental Authority regarding the Pre-Condition shall include representatives of the Offeror, Huiyuan and the Shareholder, or their advisers, to the extent that such discussions, telephone calls and meetings relate to information that is not confidential information or business secrets which have not previously been disclosed to the other parties (such information to be exchanged only on a counsel-to-counsel basis by the parties’ advisers); and

(d)                                 each party shall regularly review with the other parties and their advisers the progress of any notifications or filings submitted in order to satisfy the Pre-Condition with a view to obtaining clearance from any Governmental Authority at the earliest reasonable opportunity.

Warranties

7.                                       The Shareholder warrants to the Offeror in terms set out in Schedule 2 to this Deed (the Warranties) as at the date of this Deed and the Completion Date, by reference to the facts and circumstances existing as at such dates respectively.

8.                                       Each of the Warranties shall be construed as a separate and independent warranty and (except where expressly provided to the contrary) shall not be limited or restricted by reference to or inference from the terms of any other Warranty.

9.                                       The Warranties are given subject to and are qualified by, any fact, matter or circumstance which has been Disclosed.

10.                                 The Shareholder undertakes to the Offeror that, as soon as reasonably practicable upon it becoming aware, between the date of this Deed and the Completion Date, of any fact, matter or circumstance relating to any member of the Group, which may constitute a breach of any of the Warranties as at the date of this Deed and/or would constitute a breach if they were repeated at the Completion Date by reference to the facts and circumstances then subsisting, it will promptly disclose in writing such fact, matter or circumstance to the Offeror.

11.                                 The liability of the Shareholder for any Claim shall be limited in the following manner:

(a)                                  the liability of the Shareholder for any Claim shall not exceed 41.53% of such Claim other than a Claim involving a breach of any statements set out under Part A of Schedule 2 to this Deed (the Title Warranties) provided that the maximum aggregate liability of the Shareholder arising from a breach of the Title Warranties together with all other Claims shall not exceed an amount equal to the Consideration received by the Shareholder under the Share Offer (or an equivalent amount in any other currency);

(b)                                 the Shareholder shall not be liable for any Claim unless the aggregate amount of the liability of the Shareholder for Claims brought against the Shareholder  exceeds HK$160,000,000 (or an equivalent amount in any other currency), in which event the Shareholder will be liable for the full amount and not just the excess;

(c)                                  the Shareholder shall not be liable in respect of a Claim unless the Offeror has given the Shareholder written notice of the Claim (stating in reasonable detail the

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nature of the Claim and, if practicable, the amount claimed) on or before the date which is eighteen months after the Completion Date;

(d)                                 any Claim shall (if it has not been previously satisfied, settled or withdrawn) be deemed to have been withdrawn 6 months after the notice is given pursuant to paragraph 11(c) above, unless legal proceedings in respect of it have been commenced by being both issued and served. No new Claim may be made in respect of the facts, matters, events or circumstances giving rise to any such withdrawn Claim;

(e)                                  if any Claim is based upon a liability which is contingent only, the Shareholder shall not be liable to pay unless and until such contingent liability gives rise to an obligation to make a payment (but the Offeror has the right under paragraph 11(c) above to give notice of that Claim before such time);

(f)                                    the Shareholder shall not be liable for any Claim to the extent that it would not have arisen but for, or has been increased or not reduced as a result of, any voluntary act, omission or transaction carried out after the Completion Date by the Offeror or any of its Affiliates (or its or their respective directors, employees or agents or successors in title) outside the ordinary and usual course of business of a Group Company as at the Completion Date;

(g)                                 the Offeror shall procure that all reasonable steps are taken to avoid or mitigate any loss or damage which it may suffer in consequence of any breach by the Shareholder of the terms of this Deed or any fact, matter, event or circumstance likely to give rise to a Claim;

(h)                                 the Shareholder shall not be liable in respect of any Claim to the extent that the amount of such Claim is covered by a policy of insurance effected by or for the benefit of the Group Companies;

(i)                                     the Shareholder shall not be liable for any Claim if and to the extent it is attributable to, or the amount of such Claim is increased as a result of: (i) any legislation not in force at the date of this Deed; (ii) any change of law (or any change in interpretation on the basis of case law), regulation, directive, requirement or administrative practice; or (iii) any change in the rates of taxation in force at the date of this Deed;

(j)                                     the Offeror shall not be entitled to recover damages or obtain payment, reimbursement, restitution or indemnity more than once in respect of any one liability, loss, cost, shortfall, damage, deficiency, breach or other set of circumstances which gives rise to more than one Claim; and

(k)                                  if a breach of the Warranties is capable of remedy, the Offeror shall only be entitled to compensation if it gives the Shareholder written notice of the breach and the breach is not remedied within 30 days after the date on which such notice is served on the Shareholder.

12.                                 Nothing in this Deed shall limit or exclude the liability of the Shareholder to the extent that such liability arises as a result of its own fraud.

13.                                 The Shareholder undertakes, if any Claim is made against it under this Deed, not to make any claim against any member of the Group or, except where such claim arises out of any fraudulent act by the person against whom the claim is to be made, any director, employee of the Group on which the Shareholder may have relied before agreeing to any terms of

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this Deed.

14.                                 The Guarantor warrants to the Offeror, as at the date of this Deed and the Completion Date, by reference to the facts and circumstances existing as at such dates respectively, that:

(a)                                  he has obtained or satisfied all regulatory and other approvals, and any other conditions, necessary to execute and perform his obligations under this Deed; and

(b)                                 the execution and delivery by him of this Deed, and the performance and completion of this Deed by him:

(i)            will not infringe any applicable laws;

(ii)           will not result in any breach of the terms of, or constitute a default under, any instrument, agreement or governmental, regulatory or other judgment, decree or order to which he is a party or by which he is bound; and

(iii)          will not conflict with any certificates, licences or permits he holds that enables him to carry on any business or operations operated by him; and

(c)                                  this Deed constitutes legal, valid and binding obligations of him enforceable in accordance with its terms.

15.                                 Each of the Shareholder and the Guarantor acknowledges that the Offeror has entered into this Deed in reliance upon the Warranties and the warranties set out in paragraph 14.

Termination

16.                                 This Deed shall automatically terminate if:

(a)                                  the Announcement is not released within ten Business Days of the date of this Deed (or such later date as the Offeror and the Shareholder may agree);

(b)                                 the Offers are not made (by posting of the Composite Document) by the Latest Despatch Date;

(c)                                  the Offers include any material terms or are subject to any conditions other than those set out in the draft of the Announcement; or

(d)                                 the Share Offer lapses or is withdrawn.

17.                                 Termination of this Deed shall be without prejudice to a party’s accrued rights and remedies, obligations and liabilities under this Deed as at the date of such termination.

Guarantee

18.                                 In consideration of the Shareholder entering into this Deed at the request of the Guarantor, the Guarantor hereby unconditionally and irrevocably guarantees to the Offeror, as primary obligations of it:

(a)                                  the due and punctual performance and observance by the Shareholder of its obligations, commitments and undertakings under this Deed; and

(b)                                 if and whenever the Shareholder shall be in default in the payment of any amount payable under or in connection with this Deed or of any damages for breach of the

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same or any of the Warranties or any other warranties, representations or undertakings contained herein after being given notice to that effect by the Offeror, to pay to the Offeror all such amounts that are payable by the Shareholder as though the Guarantor instead of the Shareholder was expressed to be the principal debtor.

19.                                 The liability of the Guarantor under this Deed shall not be released or diminished by any arrangements or alterations of terms or any forbearance, neglect or delay in seeking performance of the obligations hereby imposed or any granting of time or other indulgence for such performance.

20.                                 The guarantee under paragraph 18 is to be a continuing security to the Offeror for all obligations, commitments and undertakings on the part of the Shareholder under this Deed. Any amount not paid by the Shareholder and not recoverable from the Guarantor on the basis of a guarantee (whether because of any legal limitation, disability or incapacity on the part of the Shareholder or any other matter or thing whether known to the Offeror or not) shall nevertheless be recoverable from the Guarantor on the basis of an indemnity.

21.                                 As a separate and independent obligation, the Guarantor undertakes, as principal obligor and not only as surety, that in the event the Shareholder does not perform in full its obligations, commitments and undertakings under this Deed, the Guarantor will itself then duly and punctually perform the obligations, commitments and undertakings of the Shareholder under this Deed as if all such obligations, commitments and undertakings were obligations, commitments and undertakings of the Guarantor.

Appointment of attorney

22.                                 In order to secure the performance of the Shareholder’s obligations under paragraph 3, the Shareholder hereby irrevocably appoints any director for the time being of the Offeror to be its attorney and agent in its name and on its behalf to execute a form or forms of acceptance and/or such other documents and do such other acts and things as may be necessary to accept (or procure the acceptance of) the Offers in respect of the Relevant Shares and/or the Convertible Bonds PROVIDED THAT such director shall only be authorised to execute such documents and perform such actions on the Shareholder’s behalf if the Shareholder has failed to comply with its obligations under paragraph 3.

Further assurance

23.                                 At any time after the date of this Deed, each party shall, and shall use all reasonable endeavours to procure that any necessary third party shall, execute such documents and do such acts and things as any other party may reasonably require for the purpose of giving that party the full benefit of all the provisions of this Deed in their favour.

Undertaking survives

24.                                 The Warranties, the warranties under paragraph 14 and all other provisions of this Deed, insofar as the same shall not have been performed upon the Completion Date, shall remain in full force and effect.

General

25.                                 This Deed may be executed in any number of separate counterparts, each of which is an original but all of which together shall constitute one and the same instrument.

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26.                                 The failure to exercise or delay in exercising a right or remedy provided by this Deed or by law does not impair or constitute a waiver of the right or remedy or an impairment of a waiver of other rights or remedies. No single or partial exercise of a right or remedy provided under this Deed or by law prevents further exercise of the right or remedy or the exercise of another right or remedy.

27.                                 If at any time any provision of this Deed is or becomes illegal, invalid or unenforceable under the laws of any jurisdiction, that shall not affect:

(a)                                  the legality, validity or enforceability in that jurisdiction of any other provision of this Deed; or

(b)                                 the legality, validity or enforceability under the law of any other jurisdiction of that or another provision of this Deed.

28.                                 Each party agrees that, if it fails to perform or breaches any of the obligations under this Deed, damages may not be an adequate remedy and accordingly, the parties to whom any such unperformed or breached obligation is owed shall be entitled to the remedy of specific performance.

Notices

29.                                 A notice or other communication under or in connection with this Deed (a Notice) shall be in writing; in the English language; and delivered personally or sent by registered post (or air mail if overseas) or by fax to the party due to receive the Notice to the address set out in paragraph 31.