Kong Sun Holdings Limited — Proxy Solicitation & Information Statement 2002

Dec 9, 2002

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(a Sino-foreign joint stock limited company established in the People’s Republic of China)

NOTICE OF THE H SHARES EGM

NOTICE IS HEREBY GIVEN that a Class Meeting of the holders of ordinary shares of RMB1.00 each in the capital of Tsingtao Brewery Company Limited (the “Company”) subscribed for and traded in Hong Kong dollars (“H Shares”) will be held at the Conference Room, Tsingtao Beer Technology and Research Centre, No. 195 Hong Kong Road East, Qingdao, the People’s Republic of China, on Thursday, 23 January 2003 at 9:40 a.m. (or as soon thereafter as the Extraordinary General Meeting of the Company convened on the same date and at the same place shall have been concluded or adjourned), for the purpose of considering and, if thought fit, passing the following resolutions:

SPECIAL RESOLUTIONS

1. “ THAT subject to the passing of the Ordinary Resolutions No.1 and No.2 set out in the notice of the Extraordinary General Meeting of the Company dated 9 December 2002 (the “EGM Notice”), and the obtaining of the relevant governmental approvals as set out in the Strategic Investment Agreement (as defined in the EGM Notice),

2. (a) the Directors be and are hereby authorised to issue to A-B (as defined in the EGM Notice) or its nominees the Convertible Bonds (as defined in the EGM Notice) in the aggregate principal amount of HK$1,416,195,342.00; and

3. (b) the Directors be authorised to increase the registered capital of the Company to reflect the issues of shares in the Company anthorised under Special Resolution No. 2 below and to make appropriate and necessary amendments to the Articles of Association of the Company as they think fit to reflect such increases in the registered capital of the Company.

4. “ THAT subject to the passing of Special Resolution No.1 above and Special Resolution 3 below and conditionally on (i) approvals being granted by the holders of H Shares by way of resolution at a class meeting of the holders of H Shares and the holders of A Shares by way of resolution at a class meeting of holders of A Shares; and (ii) the issue of the Convertible Bonds, the Directors be and are hereby authorised to issue such number of H Shares of RMB1.00 each as may be required to be issued pursuant to the conversion of the Convertible Bonds.”

5. “ THAT subject to the passing of Special Resolutions No.1 and No.2 above, the shareholders hereby, for the avoidance of doubt, waive their pre-emptive rights (if any) over any Convertible Bonds.”

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1. “ THAT subject to the passing of Special Resolutions No.1, No.2 and No.3 above, the proposed amendments to the Articles of the Association of the Company (a copy of the text of the proposed amendments which has been produced to this meeting marked “A” and signed by the chairman of this meeting for the purpose of identification) which are made incidental to the performance of the Strategic Investment Agreement and the issue of the Convertible Bonds, details of which are set out in the Circular, be and are hereby approved and confirmed, and the Directors be and are hereby authorised to modify the wordings in the Articles of Association as appropriate and to do all acts may be necessary or desirable to give effect to the amendments pursuant to the requirements (if any) of the relevant governmental authorities.”

By Order of the Board Yuan Lu Company Secretary

Qingdao, the People’s Republic of China 9 December 2002

Office address:

Tsingtao Beer Tower May Fourth Square, Hong Kong Road, Central Qingdao, Shandong Province People’s Republic of China 266071

Notes:

1. Details of the proposed amendments to the Articles of Association of the Company as referred to in the Special Resolution above are set out in the circular of the Company dated 9 December 2002.

2. Holders of overseas listed foreign shares (or H shares) of the Company who at the close of trading in the afternoon on 24 December 2002, are registered on the Register of Members of the Company shall have the right to attend the H Shares EGM. In order to determine the list of shareholders who are entitled to attend the H Shares EGM, the Register of Members for H Shares of the Company will be closed from 25 December 2002 to 23 January 2003 (both days inclusive).

3. Shareholders who intend to attend the H Shares EGM are asked to lodge the completed and signed reply slip for attendance with the Secretarial Office of the Board of Directors of the Company to be received on or before 3 January 2003 by hand, by post or by facsimile. For the written reply, please use the “Reply Slip for Attending the H Shares EGM” enclosed with this notice or a copy thereof. The written reply will not affect the right of the shareholders to attend and vote at the H Shares EGM as mentioned in Note 2 above. Please refer to the “Proxy Form for use at the H Shares EGM” enclosed herewith for further instruction.

4. Each shareholder having the right to attend and vote at the H Shares EGM may appoint one or more proxies (whether a shareholder or not) to attend and vote on his behalf. Should more than one proxy be appointed by a shareholder, such proxies shall only exercise their voting rights on a poll. Each shareholder (or his proxy) shall be entitled to one vote for each share held.

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1. Shareholders shall appoint a proxy in writing (i.e. by using the “Proxy Form for use at H Shares EGM” (“Proxy Form”) enclosed with this notice or a copy thereof). The Proxy Form shall be signed by the person appointing the proxy or an attorney authorised by such person. If the Proxy Form is signed by an attorney, the power of attorney or other documents of authorisation shall be notarially certified. If the person appointing the proxy is a legal person, then the Proxy Form shall be under seal or be signed by its director or a duly authorised attorney. To be valid, the Proxy Form and notarially certified power of attorney or other documents of authorisation must be delivered either to the Secretarial Office of the Board of Directors of the Company at Room 1603, Tsingtao Beer Tower, May Fourth Square, Hong Kong Road, Central, Qingdao, Shandong Province, People’s Republic of China, 266071 or with the Company’s H Shares registrar, Hong Kong Registrars Limited, at Rooms 1901-5, 19th Floor, Hopewell Centre, 183 Queen’s Road East, Hong Kong not less than 24 hours before the time appointed for the holding of the H Shares EGM.

2. In the case of joint holders of a share, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holder(s). For this purpose, seniority shall be determined by the order in which their names stand in the register of members of the Company.

3. Shareholders or their proxies shall present proofs of their identity upon attending the meeting. Should a proxy be appointed, the proxy shall also present his form of proxy.

4. Those who attend the meeting shall bear their own travelling and accommodation expenses.

Please also refer to the published version of this announcement in South China Morning Post.

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