TSINGTAO BREWERY COMPANY LIMITED (a Sino-foreign joint stock limited company established in the People s Republic of China)

Transcription

1 THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION If you are in any doubt as to any aspect of this circular or any actions should be taken, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser. If you have sold or transferred all your shares in Tsingtao Brewery Company Limited, you should at once hand this circular together with the proxy form and reply slip attached hereto to the purchaser or transferee or to the bank, stockbroker or other agents through whom the sale or transfer was affected for transmission to the purchaser or transferee. Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this circular, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular. TSINGTAO BREWERY COMPANY LIMITED (a Sino-foreign joint stock limited company established in the People s Republic of China) (Stock Code: 168) Proposed Dismissal of Overseas Auditor and The notice convening the 2011 First Extraordinary General Meeting ( EGM ) of Tsingtao Brewery Company Limited (the Company ) to be held at the Academic Room, 1st Floor, Tsingtao Brewery Scientific Research Centre, 195A Hong Kong Road East, Qingdao, the People s Republic of China ( PRC ) at 9:30 a.m. on 18 February 2011 (Friday) was posted on the website of the Stock Exchange of Hong Kong Limited on 30 December 2010 and is set out on pages 6 to 8 of this circular. Whether you can attend the EGM or not, kindly please carefully read the notice of EGM and complete and return the attached Proxy Form Applicable at Extraordinary General Meeting (the Proxy Form ) in accordance with the instructions printed thereon as indicated on it as soon as possible. The holders of H-share should return the Proxy Form to the Company s H-share registrar, Hong Kong Registrars Limited, at 17M Floor, Hopewell Centre, 183 Queen s Road East, Wan Chai, Hong Kong, while the holders of A-share should return the Proxy Form at the business address of the Company at Equity Management Department, Tsingtao Brewery Company Limited, Tsingtao Beer Tower, May Fourth Square, Hong Kong Road Central, Qingdao, PRC, and must, in any event, be returned by hand or by mail or by fax not later than 24 hours before the opening of the EGM or any adjourned meetings. Completion and return of the Proxy Form shall not preclude you from attending and voting in person at the EGM or any adjourned meetings. If you intend to attend the EGM in person or by appointing proxy(ies), you should deliver the completed and signed reply slip for attending the EGM (together with the registration documents required) to the Equity Management Department of the Company (Tel: , contact persons: ZHANG Rui Xiang, WANG Zhi Liang) by hand (the registration for attending the EGM will be processed immediately), by mail (postal code: ) or by fax (fax No.: ) on or before 28 January 2011 (Friday). Please use the enclosed Reply Slip for Attending the Extraordinary General Meeting or a copy thereof. 3 January 2011

2 CONTENTS Page Definition... 1 Letter from the Board 1. Introduction Proposed dismissal of the overseas auditor Extraordinary General Meeting Voting by poll Recommendation i

3 DEFINITIONS In this circular, the following expressions shall have the meanings set out below, unless the context otherwise requires: Board means the Board of Directors Company means Tsingtao Brewery Company Limited, a sino-foreign joint stock limited company established in Qingdao, PRC and the shares of which are listed on the Stock Exchange and the Shanghai Stock Exchange CSRC means China Securities Regulatory Commission Director(s) means the director(s) of the Company EGM means the 2011 first extraordinary general meeting to be held at 9:30 a.m. on 18 February 2011 (Friday), the notice of the meeting was posted on the website of the Stock Exchange on 30 December 2010 and is set out on pages 6 to 8 of this circular H-share means overseas listed foreign shares in the ordinary share capital of the Company, with a nominal value of RMB1.00 each, which are subscribed for and traded in Hong Kong dollars and are listed on the Stock Exchange Hong Kong means Hong Kong Special Administrative Region of PRC Listing Rules means The Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited Ministry of Finance means the Ministry of Finance of PRC PRC or Mainland means the People s Republic of China, and for the purpose of this circular only, excluding Hong Kong SAR, Macau SAR and Taiwan PwC means PricewaterhouseCoopers, Certified Public Accountants 1

4 DEFINITIONS PwC Zhong Tian means PricewaterhouseCoopers Zhong Tian Certified Public Accountants Limited Company Stock Exchange means The Stock Exchange of Hong Kong Limited 2

5 LETTER FROM THE BOARD TSINGTAO BREWERY COMPANY LIMITED (a Sino-foreign joint stock limited company established in the People s Republic of China) (Stock Code: 168) Executive Directors: Mr. JIN Zhi Guo (Chairman) Mr. WANG Fan (Vice Chairman) Mr. SUN Ming Bo Mr. LIU Ying Di Mr. SUN Yu Guo Non-executive Directors: Mr. Fumio YAMAZAKI Mr. TANG Jun Independent Directors: Mr. FU Yang Ms. LI Yan Mr. POON Chiu Kwok Ms. WANG Shu Wen Legal Address: 56 Dengzhou Road Qingdao, Shandong Province People s Republic of China Business Address: Tsingtao Beer Tower May Fourth Square Hong Kong Road Central Qingdao, Shandong Province People s Republic of China Postal Code: January 2011 To the Shareholders Dear Sirs, Proposed Dismissal of the Overseas Auditor and 1. INTRODUCTION Reference is made to the announcement of the Company dated 30 December 2010, the purpose of this circular is to provide you with the information of the proposed dismissal of the overseas auditor, and seek for your approval for the ordinary resolution in relation to the above matters at the EGM. 3

6 LETTER FROM THE BOARD 2. PROPOSED DISMISSAL OF THE OVERSEAS AUDITOR According to the Consultation Conclusions on Acceptance of Mainland Accounting and Auditing Standards and Mainland Audit Firms for Mainland Incorporated Companies Listed in Hong Kong which was published by the Stock Exchange in December 2010, those large-scale certified public accountant firms in Mainland which are endorsed by the Ministry of Finance and CSRC can apply Mainland accounting policies when providing services to Mainland incorporated issuers which are listed in Hong Kong for financial years ending on or after 15 December The Company is aware that PwC Zhong Tian is a certified public accountant firm in the Mainland which is endorsed by the Ministry of Finance and CSRC. According to the aforesaid change of policy and as the Company appointed PwC Zhong Tian and PwC as the Company s domestic and overseas auditor respectively for 2010 and such appointments were approved at the annual general meeting of the Company which was held on 17 June 2010, in order to improve the efficiency and reduce the costs of disclosure, the Board proposed to convene a Shareholders meeting to dismiss its overseas auditor, PwC, whilst PwC Zhong Tian will be the only auditor auditing the Company s financial statements for 2010 in accordance with PRC GAAP and undertaking the role of overseas auditor in compliance with the Listing Rules. After the communications between the Company and PwC, PwC has confirmed that there were no matters regarding the proposed dismissal that should be brought to the attention of the holders of securities of the Company. The Board also confirmed that there were no relevant matters regarding to the proposed dismissal that should be brought to the attention of the holders of securities of the Company. The Board and the audit committee of the Company further confirmed that there were no disagreements or unresolved matters between the Company and PwC regarding the proposed dismissal. It is expected that the proposed dismissal will not affect the publication of the Company s audited annual results for the financial year ending 31 December

7 LETTER FROM THE BOARD 3. EGM The 2011 First Extraordinary General Meeting of the Company will be held at the Academic Room, 1st Floor, Tsingtao Brewery Scientific Research Centre, 195A Hong Kong Road East, Qingdao, PRC at 9:30 a.m. on 18 February 2011 (Friday). The proxy form and reply slip applicable at the EGM are enclosed with this circular. The notice of EGM has been posted on the website of the Stock Exchange on 30 December 2010 and is set out on pages 6 to 8 of this circular. For details of the ordinary resolution (2), please refer to the overseas regulatory announcement published by the Company on 30 December VOTING BY POLL According to the Rule 13.39(4) of the Listing Rules, any votes made by the shareholders of the Company at the EGM must be by way of poll. Therefore, all resolutions to be proposed at the EGM will be voted upon by poll. 5. RECOMMENDATION The Board is of the view that the proposed dismissal of the overseas auditor as set out in the notice of EGM is in the best interests of the Company and its shareholders as whole. Accordingly, the Board recommends the shareholders to vote in favor of the relevant ordinary resolution as set out in the notice of EGM regarding the proposed dismissal. Yours faithfully, For and on behalf of the Board Tsingtao Brewery Company Limited JIN ZHI GUO Chairman 5

8 TSINGTAO BREWERY COMPANY LIMITED (a Sino-foreign joint stock limited company established in the People s Republic of China) (Stock Code: 168) Notice is hereby given that the 2011 First Extraordinary General Meeting ( EGM ) of Tsingtao Brewery Company Limited ( Company ) will be held at the Academic Room, 1st Floor, Tsingtao Brewery Scientific Research Centre, 195A Hong Kong Road East, Qingdao, the People s Republic of China ( PRC ) at 9:30 a.m. on 18 February 2011 (Friday) for the purpose of considering, and if thought fit, passing the following resolutions: AS ORDINARY RESOLUTIONs 1. To consider and approve the resolution regarding the dismissal of PricewaterhouseCoopers being the Company s overseas auditor. 2. To consider and approve the resolution regarding the Company providing guarantees to the bank facilities of Tsingtao Brewery (Hong Kong) Trade Company Limited. By Order of the Board Tsingtao Brewery Company Limited ZHANG Xue Ju Company Secretary Qingdao, PRC 30 December 2010 Notes: I. Closure of Register of Members for H-share and the qualification for attending the EGM In order to determine the list of holders of H-share who are entitled to attend the EGM, the Register of Members for H-share of the Company will be closed from 19 January 2011 (Wednesday) to 18 February 2011 (Friday) (both days inclusive). In order to attend the EGM, any holder of H-share must lodge the transfer documents and together with the relevant share certificate(s) at the Company s H-share registrar, Hong Kong Registrars Limited (Room , 17th Floor, Hopewell Centre, 183 Queen s Road East, Wan Chai, Hong Kong) before 4:30 p.m. on 18 January 2011 (Tuesday). All shareholders who are registered in the Register of Members of the Company at the close of business hour on 19 January 2011 (Wednesday) are entitled to attend the EGM. 6

9 II. Proxy Each shareholder having the right to attend and vote at the EGM may appoint one or more proxy(ies) (whether a shareholder of the Company or not) to attend and vote on his/her behalf. The shareholders (or their proxies) shall be entitled to one vote for each share held, and can exercise the voting right in manner of poll. The shareholders shall appoint their proxies in writing (i.e. the form of proxy applicable at the EGM (the Proxy Form ) or a copy thereof). The Proxy Form shall be signed by the shareholder appointing the proxy or by other person authorized by such shareholder in writing. Should such shareholder authorize other person to sign the Proxy Form, the letter of authorization or other authorization documents must be notarized. Should such shareholder be a legal person, the Proxy Form should be under seal or signed by its director or by a duly authorized attorney. The Proxy Form and the notarized letter of authorization or other authorization documents must be delivered 24 hours before the time appointed for holding the EGM. The holders of H-share should return the Proxy Form to the Company s H-share Registrar, Hong Kong Registrars Limited at 17M Floor, Hopewell Centre, 183 Queen s Road East, Wan Chai, Hong Kong, whereas the holders of A-share shall return the Proxy Form to the Equity Management Department of the Company at Tsingtao Beer Tower, May Fourth Square, Hong Kong Road Central, Qingdao, PRC. Completion and return of the Proxy Form will not preclude you from attending and voting in person at the EGM or any adjournment(s) thereof if you so wish. III. Registration Procedure for Attending the EGM Shareholders who intend to attend the EGM should return the completed and signed reply slip for attending the EGM (together with the registration documents required) to the Equity Management Department of the Company (Tel: , contact persons: ZHANG Rui Xiang, WANG Zhi Liang) by hand (the registration for attending the EGM will be processed immediately), by mail (postal code: ) or by fax (fax No.: ) on or before 28 January 2011 (Friday). Please use the enclosed reply slip for attending the EGM or a copy thereof. Shareholders or their proxies should present proofs of their identity upon attending the EGM. Should the shareholder appoint his/her proxy(ies) to attend the EGM on his/her behalf, the proxy(ies) should also bring the Proxy Form when attending the EGM. Should the shareholder be a legal person, its legal representative or person authorized by its Board of Directors or other decision-making bodies may attend the EGM only by presenting a copy of the resolution of the Board or other decision-making bodies for appointing such person to attend the EGM. IV. The ordinary resolution (2) is to comply with the regulatory requirements of the China Securities Regulatory Commission and the listing rules of the Shanghai Stock Exchange. V. Other Issues The EGM is expected to last one hour. Those who attend the EGM shall bear their own travelling and lodging expenses. The Company s business address: Tsingtao Beer Tower, May Fourth Square, Hong Kong Road Central, Qingdao Tel: Fax: Postal Code: Contact persons: ZHANG Rui Xiang, WANG Zhi Liang 7

10 Directors of the Company as at the date hereof are: Executive Directors: Mr. JIN Zhi Guo (Chairman), Mr. WANG Fan (Vice Chairman), Mr. SUN Ming Bo, Mr. LIU Ying Di and Mr. SUN Yu Guo Non-executive Directors: Mr. Fumio YAMAZAKI and Mr. TANG Jun Independent Non-executive Directors: Mr. FU Yang, Ms. LI Yan, Mr. POON Chiu Kwok and Ms. WANG Shu Wen 8