TSINGTAO BREWERY COMPANY LIMITED (a Sino-foreign joint stock limited company established in the People s Republic of China) (Stock Code: 168)

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1 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. TSINGTAO BREWERY COMPANY LIMITED (a Sino-foreign joint stock limited company established in the People s Republic of China) (Stock Code: 168) DISCLOSEABLE TRANSACTION THE ENTERING INTO OF TWO JOINT VENTURE FRAMEWORK AGREEMENTS WITH SUNTORY CHINA The Board is pleased to announce that on 5 June 2012, the Company and Suntory China entered into the Business JV Framework Agreement and the Sales JV Framework Agreement. BUSINESS JV FRAMEWORK AGREEMENT Pursuant to the Business JV Framework Agreement, the Company and Suntory China agreed that Tsingtao Songjiang shall be a platform company in which both parties will consolidate their respective Tsingtao Business Target Assets and Suntory Business Target Assets into Tsingtao Songjiang to form the Business JV Company. As at the date of this announcement, Tsingtao Songjiang is a wholly-owned subsidiary of the Company. Pursuant to the Business JV Framework Agreement, the Company will inject the Tsingtao Business Target Assets into Tsingtao Songjiang through internal reorganization by way of equity transfer and capital injection and Tsingtao Songjiang will acquire the Suntory Business Target Assets from Suntory China, the Minority Shareholder and the Overseas Shareholders (as procured by Suntory China) at a cash consideration of RMB1, million. Upon completion of the aforementioned internal reorganisation and assets acquisition, Suntory China will inject RMB1, million of cash into Tsingtao Songjiang to obtain 50% equity interest in the Business JV Company, and will be entitled to appoint the majority of its board of directors. Upon which, the financial statements of Tsingtao Songjiang and its subsidiaries will no longer be consolidated into the Group s financial statements. 1

2 SALES JV FRAMEWORK AGREEMENT Pursuant to the Sales JV Framework Agreement, the Company and Suntory China agreed to inject RMB10 million and RMB10 million equivalent amount in foreign currency in cash respectively for the establishment of the Sales JV Company. The Company and Suntory China will respectively hold 50% equity interest in the Sales JV Company proportionate to their capital contribution, the Company and Suntory China will, by way of equity transfer and transfer of assets and businesses, consolidate the Tsingtao Sales Target Assets and the Suntory Sales Target Assets into the Sales JV Company, the consideration for the transfer of the Suntory Sales Target Assets by Suntory China to Sales JV Company is zero. After the establishment of the Sales JV Company, the Company shall be entitled to appoint the majority of the board of directors of the Sales JV Company, and the financial statements of the Sales JV Company and its subsidiaries will be consolidated into the Group s financial statements. LISTING RULES IMPLICATION Pursuant to the Listing Rules, (i) the acquisition of the Suntory Business Assets by the Business JV Company from Suntory China, the Minority Shareholder and the Overseas Shareholders constitutes an asset acquisition transaction of the Company, whilst the obtaining by Suntory China of 50% equity interest in the Business JV Company constitutes a deemed disposal of the Company; (ii) the establishment of the Sales JV Company by the Company and Suntory China constitutes a transaction involving establishment of a joint venture entity of the Company. According to Rule of the Listing Rules, the JV Transactions shall be aggregated and be treated as a single transaction. As the applicable percentage ratios (as defined under the Listing Rules) in relation to the JV Transactions are higher than 5% and lower than 25%, the JV Transactions constitute a discloseable transaction of the Company under Chapter 14 of the Listing Rules and are only subject to reporting and announcement requirements. INTRODUCTION The Board is pleased to announce that on 5 June 2012, the Company entered into the Business JV Framework Agreement and the Sales JV Framework Agreement with Suntory China. (I) Business JV Framework Agreement Pursuant to the Business JV Framework Agreement, the Company and Suntory China agreed that Tsingtao Songjiang shall be a platform company in which both parties will consolidate their respective Tsingtao Business Target Assets and Suntory Business Target Assets into Tsingtao Songjiang to form the Business JV Company. Date 5 June

3 Parties (1) The Company (2) Suntory China As at the date of this announcement, to the best of the Directors knowledge, information and belief having made all reasonable enquiries, Suntory China, the Minority Shareholder, the Overseas Shareholders and their respective ultimate beneficial owners are third parties independent of the Company and its connected persons. Scope of business of the Business JV Company The Business JV Company will be responsible for the business planning, branding/product development, promotion and advertising, production and sourcing of all the beer businesses after the consolidation of the beer businesses of both parties in Shanghai and Jiangsu Province. The Business JV Company will manufacture products with the Company s brands and those of Suntory (not limited to beer products and also include other beverages products), and the Sales JV Company will be responsible for their sales. Save as otherwise agreed by both parties, the Business JV Company will not manufacture any products with any third parties brands other than those of the Company and Suntory. The Company, Suntory China and companies controlled by each of them respectively will not manufacture any products with any third parties brands other than those of the Company and Suntory in Shanghai and Jiangsu Province. Transaction steps and basis of consideration (1) As at the date of this announcement, Tsingtao Songjiang is a wholly-owned subsidiary of the Company. The Company will inject the Tsingtao Business Target Assets into Tsingtao Songjiang through internal reorganization by way of equity transfer and capital injection. (2) Tsingtao Songjiang will acquire from Suntory China, the Minority Shareholder and the Overseas Shareholders (as procured by Suntory China) the Suntory Business Target Assets at a cash consideration of RMB1, million, which constitutes an asset acquisition by the Company under the Listing Rules. Such consideration for transfer was determined by the Company and Suntory China based on the audited net asset value of Suntory Business Target Assets under arm s length negotiations. In connection with the consideration required to be paid to Suntory China, the Minority Shareholder and the Overseas Shareholders by Tsingtao Songjiang for the equity transfer, the Company will arrange entrusted loan in the amount of RMB1,340 million to Tsingtao Songjiang. Such entrusted loan shall be repaid by Tsingtao Songjiang after the injection of cash capital by Suntory China into Tsingtao Songjiang as described in step (3) below. 3

4 (3) At the same time as the abovementioned acquisition transaction, Suntory China will inject RMB1, million of cash into the Business JV Company to obtain its 50% equity interest and will be entitled to appoint the majority of its board of directors. Such transaction constitutes a deemed disposal by the Company under the Listing Rules. The consideration for the cash injection by Suntory China was determined by the Company and Suntory China based on the audited net asset value of Tsingtao Songjiang after completion of steps under the internal reorganization and the assets acquisition under arm s length negotiations. In the event that Tsingtao Songjiang fails to complete the acquisition of the Minority Shareholder s Business Target Assets as set out in step (2) above, the consideration for the capital injection in Tsingtao Songjiang by Suntory China will be adjusted to RMB1, million. Conditions and payment arrangements (1) Consideration in relation to the acquisition of Suntory Business Target Assets by Tsingtao Songjiang For step (2) as set out in the section titled Transaction steps and basis of consideration above, the transfer consideration for the acquisition of Suntory Business Target Assets by Tsingtao Songjiang shall be satisfied by Tsingtao Songjiang with the entrusted loan arranged by the Company. The material arrangements for payment of such consideration shall be as follows: (i) within 10 Business Days after the satisfaction or waiver of all major conditions including the Group having completed the internal reorganization in step (1) in the section titled Transaction steps and basis of consideration above and the transactions contemplated under the Business JV Framework Agreement having been approved by the relevant governmental authorities in the PRC, Tsingtao Songjiang shall pay RMB1, million and RMB million to Suntory China and the Minority Shareholder respectively as the First Equity Transfer Payment. (ii) within 10 Business Days after the satisfaction or waiver of all major conditions including the equity transfer relating to the Suntory Business Target Companies having been approved by the relevant governmental authorities in the PRC, Tsingtao Songjiang shall pay to Suntory China and Overseas Shareholders the amounts of RMB20.6 million and RMB34.5 million respectively as the Second Equity Transfer Payment. 4

5 (2) Consideration in relation to the injection of capital into Tsingtao Songjiang by Suntory China Within 10 Business Days after the satisfaction or waiver of all major conditions including Tsingtao Songjiang having paid in full the abovementioned First Equity Transfer Payment and the Second Equity Transfer Payment and the relevant cash injection having been approved by the relevant governmental authorities in the PRC, Suntory China shall pay to Tsingtao Songjiang the consideration for the cash injection in full. Completion Pursuant to the terms of the Business JV Framework Agreement, the relevant cash injection and equity transfer transactions will be deemed to be completed on the day when the procedures in respect of the relevant registration of change have been completed in accordance with the applicable laws and regulations and requirements of the approval authorities in the PRC, any other formal documents required to be executed have been approved and registered, and that the consideration in respect of the cash injection have been fully paid. Upon completion, the financial statements of the Business JV Company and its subsidiaries will no longer be consolidated into the Group s financial statements. Immediately following completion, the key structure of the Business JV Company will be as follows: The Company 50% Suntory China 50% Business JV Company (Tsingtao Songjiang) 100%* Tsingtao Business Target Assets 100%* Suntory Business Target Assets Note: * Apart from (1) the 66% equity interest in Tsingtao Xuzhou, (2) the 96.5% equity interest in Suntory Shanghai, and (3) the 66.6% equity interest in Suntory Jiangsu, all other target companies shall be wholly-owned subsidiaries of the Business JV Company. 5

6 Restriction on transfer of interest Without the prior approval of the other party, the Company and Suntory China shall not sell, transfer, pledge or otherwise dispose of their respective equity interests in the Business JV Company. Where one party approves the transfer of equity interest, the other party enjoys a pre-emptive right to purchase those shares on the same conditions. (II) Sales JV Framework Agreement According to the Sales JV Framework Agreement, the Company and Suntory China agree to provide funding to establish the Sales JV Company. Date 5 June 2012 Parties (1) The Company (2) Suntory China Scope of business of the Sales JV Company Sales JV Company will be responsible for the sales planning, sales, logistics, supply and demand, sales services and promotion and advertising of all the beer businesses of the parties in Shanghai and Jiangsu Province. Products of the Company s brands and those of Suntory China s brands (not limited to beer products and also include other beverages products) will be sold by the Sales JV Company. The Sales JV Company shall also be responsible for selling the products of the Business JV Company in Shanghai and Jiangsu Province. Save as otherwise agreed by both parties, the Sales JV Company will not sell any products of any third parties brands other than those of the Company and Suntory. The Company, Suntory China and companies controlled by each of them respectively will not sell any products of any third parties brands other than those of the Company and Suntory in Shanghai and Jiangsu Province. Transaction steps and basis of consideration (1) The Company and Suntory China agree to inject RMB10 million and RMB10 million equivalent amount in foreign currency in cash respectively to establish the Sales JV Company, which constitutes a transaction of setting up a joint venture entity by the Company under the Listing Rules. The registered capital of the Sales JV Company is RMB20 million and its total investment amount is RMB35 million. The Company and Suntory China shall respectively hold 50% equity interest of the Sales JV Company in accordance with their respective proportion of capital contribution. The Company shall be entitled to appoint the majority of the board of directors of the Sales JV Company. 6

7 (2) Suntory China will establish the Suntory New Sales Company to inject Suntory Sales Target Assets (including the equity interest in the Suntory New Sales Subsidiary) into the Sales JV Company by way of equity transfer and transfer of assets and businesses, which constitute an assets acquisition by the Company under the Listing Rules. Based on the audited net asset value of Suntory Sales Target Assets, the Company and Suntory China agree that the consideration for the transfer of the Suntory Sales Target Assets by Suntory China to the Sales JV Company is zero. (3) At the same time, the Company will also establish Tsingtao New Sales Subsidiary to inject the Tsingtao Sales Target Assets (including the equity interest in the Tsingtao New Sales Subsidiary) into the Sales JV Company by way of equity transfer and transfer of assets and businesses. Conditions and payment arrangements The transactions contemplated under the Sales JV Framework Agreement are required to be approved under the anti-monopoly review procedures of the Ministry of Commerce in the PRC. Both parties agree that within 5 Business Days after the establishment of the Sales JV Company and the issuance of approval documents in respect of the allocation of domestic investment funds by the State Administration of Foreign Exchange, each party shall respectively contribute RMB10 million and RMB10 million equivalent amount in foreign currency in cash in order to acquire 50% equity interest in the Sales JV Company, and the Company will be entitled to appoint the majority of its board of directors. The aforementioned cash contribution will be financed by the Company s own capital. After the establishment of the Sales JV Company, the Company and Suntory China will proceed with the internal reorganization in accordance with the Sales JV Framework Agreement, upon completion of which the Sales JV Company will enter into agreements with each transferee for the transfer of interests and/or assets in respect of the Tsingtao Sales Target Assets and the Suntory Sales Target Assets. Completion The transactions contemplated under the Sales JV Framework Agreement will be deemed to be completed on the day when the Sales JV Company is established and that all procedures involved in the transfer of interests and assets are completed, after which the financial statements of the Sales JV Company and its subsidiaries will be consolidated into the Group s financial statements. 7

8 Immediately following the completion, the key structure of the Sales JV Company is as follows: The Company 50% Suntory China 50% Sales JV Company (the newly established joint venture company) 100% Tsingtao Sales Target Assets 100% Suntory Sales Target Assets Restrictions on transfer of equity interest Without the prior approval of the other party, the Company and Suntory China shall not sell, transfer, pledge or otherwise dispose of their respective equity interests in the Sales JV Company. Where one party approves the transfer of equity interest, the other party enjoys a pre-emptive right to purchase those shares on the same conditions. (III) Financial information Suntory Business Target Assets According to the audited consolidated financial statements of the relevant target companies prepared in accordance with the generally accepted accounting principles in the PRC, set out below is the audited profit (loss) for the years ended 2010 and 2011 and the net asset value as at 2011 of the Suntory Business Target Assets: Unit: RMB Suntory Business Target Assets before taxation 15,570 (9,070) after taxation (320) (5,440) Audited net asset value 1,230,790 8

9 Tsingtao Business Target Assets According to the audited consolidated financial statements of the relevant target companies prepared in accordance with the generally accepted accounting principles in the PRC, set out below is the audited profit (loss) for the year ended on 2010 and 2011 and the net asset value as at 2011 in respect of the Tsingtao Business Target Assets: Unit: RMB Tsingtao Business Target Assets before taxation 31,030 67,120 after taxation 22,650 58,480 Audited net asset value 884,330 The Business JV Company According to the audited consolidated financial statements of the relevant target companies prepared in accordance with the generally accepted accounting principles in the PRC and the above financial figures of Suntory Business Assets and Tsingtao Business Assets. Set out below is the audited profit (loss) for the years ended 2010 and 2011 and the net asset value as at 2011 of the total assets of the Business JV Company: Unit: RMB Total assets of the Business JV Company before taxation 46,600 58,050 after taxation 22,330 53,040 Audited net asset value 2,115,120 9

10 Suntory Sales Target Assets According to the audited consolidated financial statements of the relevant target companies prepared in accordance with the generally accepted accounting principles in the PRC, set out below is the audited profit (loss) for the years ended 2010 and 2011 and the net asset value as at 2011 in respect of the Suntory Sales Target Assets: Unit: RMB Suntory Sales Target Assets before taxation (173,200) (129,670) after taxation (173,200) (129,670) Audited net asset value (403,400) Tsingtao Sales Target Assets According to the audited consolidated financial statements of the relevant target companies prepared in accordance with the generally accepted accounting principles in the PRC, set out below is the audited profit (loss) for the year ended on 2010 and 2011 and the net asset value as at 2011 in respect of the Tsingtao Sales Target Assets: Unit: RMB Tsingtao Sales Target Assets before taxation (125,930) (31,230) after taxation (125,930) (31,230) Audited net asset value (244,300) 10

11 The Sales JV Company According to the audited consolidated financial statements of the relevant target companies prepared in accordance with the generally accepted accounting principles in the PRC and the financial information of Suntory Sales Target Assets and Tsingtao Business Target Assets mentioned above, set out below is the audited profit (loss) for the years ended 2010 and 2011 and the net asset value as at 2011 of the total assets of the Sales JV Company: Unit: RMB Total assets of the Sales JV Company before taxation (299,130) (160,900) after taxation (299,130) (160,900) Audited net asset value (647,700) Profit and loss adjustments during the transitional period If there are any changes in the net profit/loss in respect of the target assets under the JV Transactions during the transitional period between 2011 and the completion date of the JV Transactions as audited by an auditor recognised by both parties, such change in profit/loss will be enjoyed or borne by the original shareholders. (IV) Financial effect of the JV Transactions Strictly for reference, the Company is of the view that, assuming the JV Transactions have been completed on 2011, the unaudited net asset value attributable to the Company is expected to be increased by approximately RMB294 million and that the unaudited net profit attributable to the Company is expected to be increased by approximately RMB167 million. The above figures are for reference only. 11

12 (V) Reasons of and benefits for the JV Transactions The Directors consider that the present cooperation between the Company and Suntory China will allow both parties to complement each other in their respective resource advantages in Shanghai and Jiangsu Province, create a synergic effect and so as to improve the Company s competitiveness in such areas. Laying down a solid foundation for the Company to be in an advantageous position amongst its market competition in the future. The Directors consider that the JV Transactions and the terms of the Business JV Framework Agreement and the Sales JV Framework Agreement are based on normal commercial terms and are fair and reasonable, and are in the interests of the Company and its shareholders as a whole. (VI) Contemplated continuing transactions Pursuant to the Business JV Framework Agreement, during the term of the joint venture, the products of Business JV Company and its subsidiaries will be sold by the Sales JV Company and its subsidiaries, the Company and Suntory China will grant licenses to the Business JV Company and its subsidiaries to use their brands according to business needs upon payment of a licenses fee, the amount of which is a percentage of the income received from the sales of products of the relevant brands, which may then constitute continuing connected transactions of the Company. Other terms in relation to the transactions will be decided between both parties by a separate written agreement. The Company will comply with the reporting, announcements and shareholders approval requirements in respect of such transactions under the applicable Listing Rules (if necessary). (VII) Listing Rules implication Pursuant to the Listing Rules, (i) the acquisition of assets from Suntory China, the Minority Shareholder and the Overseas Shareholders constitutes an asset acquisition transaction of the Company, whilst the obtaining by Suntory China of 50% equity interest in the Business JV Company constitutes a deemed disposal of the Company; (ii) the establishment of the Sales JV Company by the Company and Suntory China constitute a transaction involving establishment of a joint venture entity of the Company. According to Rule of the Listing Rules, the JV Transactions shall be aggregated and be treated as a single transaction. As the applicable percentage ratios (as defined under the Listing Rules) in relation to the JV Transactions are higher than 5% and lower than 25%, the JV Transactions constitute discloseable transaction of the Company under Chapter 14 of the Listing Rules and are only subject to reporting and announcement requirements. 12

13 (VIII) General The Group and the target assets contemplated to be injected into two joint venture companies are principally engaged in the production and sales of brewery products and related business. Suntory China and the target assets contemplated to be injected into two joint venture companies are principally engaged in the business of production and sales of beer and beverages and related business. (IX) Definitions In this announcement, unless the context otherwise requires, the following terms shall have the following meaning: Board business day Business JV Company Business JV Framework Agreement Company connected person controlling shareholders Directors First Equity Transfer Payment the board of Directors the normal business hours other than a statutory holiday, a Saturday and a Sunday as prescribed under the laws of the PRC the joint venture entity of the Company and Suntory China under the Business JV Framework Agreement, being Tsingtao Songjiang the framework agreement dated 5 June 2012 entered into between the Company and Suntory China in relation to the joint operation of the Business JV Company Tsingtao Brewery Company Limited, a Sino-foreign joint stock limited company established in Qingdao, the PRC, the shares of which are listed on the Stock Exchange and the Shanghai Stock Exchange has the same meaning ascribed in the Listing Rules has the same meaning ascribed in the Listing Rules the directors of the Company the consideration for the transfer of 96.55% equity interest in Suntory Shanghai and 100% equity interest in Suntory Kunshan pursuant to the Business JV Framework Agreement 13

14 Group the Company and its subsidiaries JV Transactions transactions contemplated under the Business JV Framework Agreement and the Sales JV Framework Agreement Listing Rules the Rules Governing the Listing of Securities on the Stock Exchange Minority Shareholder Hong Kong Huihe Holdings Company Limited* Minority Shareholder s Business Target Assets the 10% equity interest in Suntory Shanghai and 6.8% equity interest in Suntory Kunshan contemplated to be transferred by the Minority Shareholder Overseas Shareholders Weiliang Enterprise (Australia) Company Limited* and Japan Suntory Alcohol Company* PRC the People s Republic of China, for the purpose of this announcement, excluding Hong Kong Special Administrative Region, Macau Special Administrative Region and Taiwan RMB Renminbi, the lawful currency of the PRC Sales JV Company the joint venture entity of the Company and Suntory China under the Sales JV Framework Agreement Sales JV Framework Agreement the framework agreement dated 5 June 2012 entered into between the Company and Suntory China in relation to the joint operation of the Sales JV Company Second Equity Transfer Payment the consideration for the transfer of 100% equity interest in Suntory Guangming and 66.6% equity interest in Suntory Jiangsu pursuant to the Business JV Framework Agreement Shareholders holders of shares of the Company Stock Exchange The Stock Exchange of Hong Kong Limited subsidiaries has the same meaning ascribed in the Listing Rules 14

15 Suntory Business Target Assets the assets contemplated to be injected into Business JV Company by Suntory China according to the Business JV Framework Agreement, including 100% equity interest in Suntory Guangming, 100% equity interest in Suntory Kunshan, 96.5% equity interest in Suntory Shanghai and 66.6% equity interest in Suntory Jiangsu (including the Minority Shareholder s Sales Target Assets but excluding the salesrelated assets of Suntory Jiangsu) Suntory China Suntory (China) Holding Co., Ltd.* ( ), a wholly-owned foreign enterprise incorporated in Shanghai, the PRC Suntory Guangming Suntory Beer (Shanghai) Co., Ltd.* ( ), a wholly-owned foreign enterprise incorporated in the Shanghai, PRC Suntory Kunshan Suntory Beer (Kunshan) Co., Ltd.* ( ), a wholly-owned foreign enterprise incorporated in Shanghai, the PRC Suntory Jiangsu China Jiangsu Suntory Foods Co., Ltd.* ( ), a sino-foreign joint ventury entity incorporated in Lianyungang, Jiangsu Province, the PRC Suntory Market Service Suntory (Shanghai) Marketing Co., Ltd.* ( ), a foreign joint venture entity incorporated in Shanghai, the PRC Suntory New Sales Subsidiary a wholly-owned subsidiary to be set up by Suntory China according to the Sales JV Framework Agreement, which will acquire the sales business-related assets and claims and debts of Suntory Jiangsu Suntory Sales Target Assets the assets contemplated to be injected into Sales JV Company by Suntory China, including 100% equity interest in Suntory New Sales Subsidiary and 100% equity interest in Suntory Market Service Suntory Shanghai ( ), a sino-foreign cooperation joint venture entity incorporated in Shanghai, the PRC 15

16 Tsingtao Business Target Assets the assets contemplated to be injected into the subsidiary of the Business JV Company by Tsingtao according to the Business JV Framework Agreement, including 100% equity interest in Tsingtao Songjiang, 100% equity interest in Tsingtao Suqian, 100% equity interest in Tsingtao Pengcheng, 100% equity interest in Tsingtao Yangzhou and 66% equity interest in Tsingtao Xuzhou Tsingtao Huadong Tsingtao Brewery Huadong Shanghai Sales Company Limited* ( ), a limited liabillity company incorporated in Shanghai, the PRC, being a subsidiary of the Company as at the date of this announcement Tsingtao Huaihai Tsingtao Brewery (Xuzhou) Huaihai Sales Company Limited* ( ), a limited liability company incorporated in Xuzhou, Jiangsu Provice, the PRC, being a subsidiary of the Company as at the date of this announcement Tsingtao Nanjing Tsingtao Brewery Huadong Nanjing Sales Company Limited* ( ), a limited liability company incorporated in Nanjing, Jiangsu Province, the PRC, being a subsidiary of the Company as at the date of this announcement Tsingtao New Sales Subsidiary a wholly-owned subsidiary to be set up by the Company according to the Sales JV Framework Agreement, which will acquire and the sales-related assets in Shanghai and Jiangsu Province of Tsingtao Huadong Tsingtao Pengcheng Tsingtao Brewery (Xuzhou) Pengcheng Company Limited* ( ), a limited liability company incorporated in Xuzhou, Jiangsu Province, the PRC, being a subsidiary of the Company as at the date of this announcement Tsingtao Sales Target Assets the assets to be injected into Sales JV Company by the Company according to the Sales JV Framework Agreement, including Tsingtao Huaihai and Tsingtao Huadong and the sales related assets in Shanghai and Jiangsu Province and 100% equity interest in Tsingtao Nanjing Tsingtao Songjiang Tsingtao Brewery Shanghai Songjiang Company Limited* ( ), a sino-foreign joint venture company incorporated in Shanghai, the PRC, being a subsidiary of the Company as at the date of this announcement 16

17 Tsingtao Suqian Tsingtao Brewery (Suqian) Pengcheng Company Limited* ( ), a limited company liability incorporated in Suqian, Jiangsu Province, the PRC, being a subsidiary of the Company as at the date of this announcement Tsingtao Xuzhou Tsingtao Brewery (Xuzhou) Company Limited* ( ), a limited liability company incorporated in Xuzhou, Jiangsu Province, the PRC, being a subsidiary of the Company as at the date of this announcement Tsingtao Yangzhou Tsingtao Brewery (Yangzhou) Company Limited* ( ), a limited liability company incorporated in Yangzhou, the PRC, being a subsidiary of the Company as at the date of this announcement % per cent. * For identification purpose By Order of the Board Tsingtao Brewery Company Limited ZHANG Xue Ju ZHANG Rui Xiang Joint Company Secretaries Qingdao, the PRC 5 June 2012 Directors as at the date hereof: Executive Directors: Mr. JIN Zhi Guo (Chairman), Mr. WANG Fan (Vice Chairman), Mr. SUN Ming Bo, Ms. JIANG Hong and Mr. SUN Yu Guo Non-executive Directors: Mr. Fumio YAMAZAKI and Mr. CHEN Zhi Cheng Independent Non-executive Directors: Mr. WANG Xue Zheng, Ms. ZHAO Chang Wen, Mr. WU Xiao Bo and Mr. MA Hai Tao 17