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Kong Sun Holdings Limited Proxy Solicitation & Information Statement 2007

Nov 11, 2007

49102_rns_2007-11-11_c89276ca-34f1-4999-95e7-b50091e3b720.pdf

Proxy Solicitation & Information Statement

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TSINGTAO BREWERY COMPANY LIMITED

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

(Stock Code: 168)

NOTICE OF THE FIRST EXTRAORDINARY GENERAL MEETING FOR THE YEAR 2007

NOTICE IS HEREBY GIVEN that the first extraordinary general meeting for the year 2007 (the “EGM”) is convened by the Board of Directors of Tsingtao Brewery Company Limited (“Tsingtao Brewery”) to be held at the Conference Room, Tsingtao Brewery Scientific Research Centre, 195 Hongkong Road East, Qingdao, the People’s Republic of China at 9:00 a.m. on 27 December 2007 for the following purposes:

BY WAY OF SPECIAL RESOLUTIONS:

  1. To consider item by item the “Resolution relating to the Proposal for the Issuance of Bonds with Warrants”, including:

  2. (1) Issuance size

  3. (2) Issuance price

  4. (3) Issuance target

  5. (4) Method of issuance

  6. (5) Term of the bonds

  7. (6) Interest rate of the bonds

  8. (7) Method and term of repayment for interest of the bonds

  9. (8) Term of redemption of the bonds

  10. (9) Guarantee

  11. (10) Term of the warrants

  12. (11) Conversion period of the warrants

  13. (12) Proportion of exercise rights for the warrants

— 1 —

  • (13) Exercise price of the warrants

  • (14) Adjustment of the exercise price and the proportion of exercise rights of the warrants

  • (15) Use of proceeds from the proposed issuance

  • (16) Validity of the resolution on the proposed issuance

  • (17) Authorisations to the Board of Directors to complete matters related to the proposed issuance.

If any of the above 17 sub-resolutions is not passed by two-third of voting rights held by shareholders who attend the EGM, the “Resolution relating to the Proposal for the Issuance of Bonds with Warrants” shall not be passed. The implementation of the “Resolution relating to the Proposal for the Issuance of Bonds with Warrants” is also required to be approved at the extraordinary general meeting for holders of domestic shares and the extraordinary general meeting for holders of H shares of Tsingtao Brewery.

BY WAY OF ORDINARY RESOLUTIONS:

  1. To consider the “Resolution relating to the Feasibility of the Projects to be Invested with the Proceeds from the Proposed Issuance”

  2. To consider the “Description Prepared by the Board of Directors on the Use of Proceeds from the Previous Issuance”

For details of the above three resolutions, please refer to the “Announcement on Resolutions of the Extraordinary Meeting of the Fifth Session of the Board of Directors” and the “Description Prepared by the Board of Directors on the Use of Proceeds from the Previous Issuance” published on the date hereof.

Voting at the EGM will be conducted both on site and via the Internet. Holders of the domestic shares may exercise his/her voting rights via the trading system of the Shanghai Stock Exchange during the time for voting via the Internet. Where a holder of the domestic shares casts more than one vote for the same share, the following rules shall apply: only one voting method can be chosen for voting under the same share; if more than one vote is repeatedly cast for the same share on site, via the Internet or by other means, the first voting result shall prevail. The time for voting via the Internet will be from 9:30 to 11:30 and from 13:00 to 15:00 on 27 December 2007.

By order of the Board Yuan Lu Company Secretary

Qingdao, the People’s Republic of China 9 November 2007

— 2 —

NOTICE OF THE FIRST EXTRAORDINARY GENERAL MEETING FOR HOLDERS OF DOMESTIC SHARES FOR THE YEAR 2007

NOTICE IS HEREBY GIVEN that the first extraordinary general meeting for holders of domestic shares for the year 2007 (the “Domestic Shareholders’ EGM”) is convened by the Board of Directors of Tsingtao Brewery Company Limited (“Tsingtao Brewery”) to be held at the Conference Room, Tsingtao Brewery Scientific Research Centre, 195 Hongkong Road East, Qingdao, the People’s Republic of China at 10:00 a.m. (or immediately after the EGM) on 27 December 2007 for the following purposes:

BY WAY OF SPECIAL RESOLUTIONS:

  1. To consider item by item the “Resolution relating to the Proposal for the Issuance of Bonds with Warrants”, including:

  2. (1) Issuance size

  3. (2) Issuance price

  4. (3) Issuance target

  5. (4) Method of issuance

  6. (5) Term of the bonds

  7. (6) Interest rate of the bonds

  8. (7) Method and term of repayment for interest of the bonds

  9. (8) Term of redemption of the bonds

  10. (9) Guarantee

  11. (10) Term of the warrants

  12. (11) Conversion period of the warrants

— 3 —

(12) Proportion of exercise rights for the warrants

  • (13) Exercise price of the warrants

  • (14) Adjustment of the exercise price and the proportion of exercise rights of the warrants

  • (15) Use of proceeds from the proposed issuance

  • (16) Validity of the resolution on the proposed issuance

  • (17) Authorisations to the Board of Directors to complete matters related to the proposed issuance.

If any of the above 17 sub-resolutions is not passed by two-third of voting rights held by shareholders who attend the Domestic Shareholders’ EGM, the “Resolution relating to the Proposal for the Issuance of Bonds with Warrants” shall not be passed. The implementation of the “Resolution relating to the Proposal for the Issuance of Bonds with Warrants” is also required to be approved during the EGM and the extraordinary general meeting for holders of H shares of Tsingtao Brewery.

By order of the Board

Yuan Lu Company Secretary

Qingdao, the People’s Republic of China 9 November 2007

— 4 —

NOTICE OF THE FIRST EXTRAORDINARY GENERAL MEETING FOR HOLDERS OF H SHARES FOR THE YEAR 2007

NOTICE IS HEREBY GIVEN that the first extraordinary general meeting for holders of H Shares for the year 2007 (the “H Shareholders’ EGM”) is convened by the Board of Directors of Tsingtao Brewery Company Limited (“Tsingtao Brewery”) to be held at the Conference Room, Tsingtao Brewery Scientific Research Centre, 195 Hongkong Road East, Qingdao, the People’s Republic of China at 10:30 a.m. (or immediately after the Domestic Shareholders’ EGM) on 27 December 2007 for the following purposes:

BY WAY OF SPECIAL RESOLUTIONS:

  1. To consider item by item the “Resolution relating to the Proposal for the Issuance of Bonds with Warrants”, including:

  2. (1) Issuance size

  3. (2) Issuance price

  4. (3) Issuance target

  5. (4) Method of issuance

  6. (5) Term of the bonds

  7. (6) Interest rate of the bonds

  8. (7) Method and term of repayment for interest of the bonds

  9. (8) Term of redemption of the bonds

  10. (9) Guarantee

  11. (10) Term of the warrants

  12. (11) Conversion period of the warrants

— 5 —

  • (12) Proportion of exercise rights for the warrants

  • (13) Exercise price of the warrants

  • (14) Adjustment of the exercise price and the proportion of exercise rights of the warrants

  • (15) Use of proceeds from the proposed issuance

  • (16) Validity of the resolution on the proposed issuance

  • (17) Authorisations to the Board of Directors to complete matters related to the proposed issuance.

If any of the above 17 sub-resolutions is not passed by two-third of voting rights held by shareholders who attend the H Shareholders’ EGM, the “Resolution relating to the Proposal for the Issuance of Bonds with Warrants” shall not be passed. The implementation of the “Resolution relating to the Proposal for the Issuance of Bonds with Warrants” is also required to be approved during the EGM and the Domestic Shareholders’ EGM of Tsingtao Brewery.

By order of the Board Yuan Lu Company Secretary

Qingdao, the People’s Republic of China 9 November 2007

— 6 —

Notes:

1. Eligibility for attending the shareholders’ meetings

Holders of Tsingtao Brewery’s H Shares whose names appear on the register of members maintained by Hong Kong Registrars Limited and holders of Tsingtao Brewery’s domestic shares whose names appear on the register of members maintained by the China Securities Registration and Clearing Company Limited Shanghai Branch Company at the close of business on Tuesday, 27 November 2007 are eligible to attend the EGM.

Holders of Tsingtao Brewery’s H Shares whose names appear on the register of members maintained by Hong Kong Registrars Limited at the close of business on Tuesday, 27 November 2007 are eligible to attend the H Shareholders’ EGM. Holders of Tsingtao Brewery’s domestic shares whose names appear on the register of members maintained by the China Securities Registration and Clearing Company Limited Shanghai Branch Company at the close of business on Tuesday, 27 November 2007 are eligible to attend the Domestic Shareholders’ EGM.

2. Proxy

  • (1) A member eligible to attend and vote at the shareholders’ meeting is entitled to appoint, in written form, one or more proxies to attend and vote on his behalf. A proxy need not be a shareholder of Tsingtao Brewery.

  • (2) A proxy should be appointed by a written instrument signed by the appointor or its attorney duly authorised in writing. If the form of proxy is signed by the attorney of the appointor, the power of attorney authorising that attorney to sign or other authorisation document(s) shall be notarised.

  • (3) To be valid, the power of attorney or other authorisation document(s) which have been notarised together with the form of proxy must be delivered, in the case of holders of domestic shares, to Tsingtao Brewery, in the case of holders of H Shares, to Hong Kong Registrars Limited, not less than 24 hours before the time appointed for the holding of the shareholders’ meeting.

  • (4) A proxy may exercise the right to vote by a show of hands or by poll. However, if more than one proxy is appointed by a shareholder, such proxies shall only exercise the right to vote by poll.

3. Registration procedures for attending the shareholders’ meetings

  • (1) A shareholder or his proxy shall produce proof of identity when attending the meeting. If a shareholder is a legal person, its legal representative or other persons authorised by the board of directors or other governing body of such shareholder may attend the meeting by producing a copy of the resolution of the board of directors or other governing body of such shareholder appointing such persons to attend the meeting.

  • (2) Shareholders intending to attend the shareholders’ meetings should return the reply slip for attending the EGM, the Domestic Shareholders’ EGM and H Shareholders’ EGM to Tsingtao Brewery on or before Friday, 7 December 2007.

  • (3) Shareholders may send the reply slip to Tsingtao Brewery in person, by post or by fax.

— 7 —

4. Closure of Registers of Members

The registers of members of H Shares of Tsingtao Brewery will be closed from Wednesday, 28 November 2007 to Thursday, 27 December 2007 (both dates inclusive). Holders of H shares who intend to attend the EGM and the H Shareholders’ EGM must deliver their instruments of transfer together with the relevant share certificates to Hong Kong Registrars Limited, the share registrar of H Shares of Tsingtao Brewery, at or before 4:00 on Tuesday, 27 November 2007.

5. Other Matters

  • (1) The shareholders’ meeting is expected to last half a day. Shareholders who attend the meeting shall bear their own travelling and lodging expenses.

  • (2) The address of the share registrar for H Shares of Tsingtao Brewery, Hong Kong Registrars Limited, is at Rooms 1712-1716, 17/F, Hopewell Centre, 183 Queen’s Road East, Hong Kong.

  • (3) The business address of Tsingtao Brewery is at:

Tsingtao Beer Tower, May Fourth Square, Hongkong Road Central, Qingdao, the People’s Republic of China

Postal code: 266071

Telephone No.: (+86) 532 8571 3831 Facsimile No.: (+86) 532 8571 3240

Directors of Tsingtao Brewery as at the date hereof:

Executive Directors: Mr. LI Gui Rong (Chairman), Mr. JIN Zhi Guo (Vice Chairman), Mr. SUN Ming Bo, Mr. LIU Ying Di and Mr. SUN Yu Guo

Non-executive Directors: Mr. Stephen J. BURROWS (Vice Chairman) and Mr. Mark F. SCHUMM

Independent Directors: Mr. CHU Zhen Gang, Mr. FU Yang, Ms. LI Yan and Mr. POON Chiu Kwok

— 8 —