Kong Sun Holdings Limited — Proxy Solicitation & Information Statement 2015

Dec 29, 2015

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 forms attached hereto to the purchaser or transferee or the transferred bank, licensed securities dealer or registered institution 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 take no responsibility for the contents of this circular, 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 circular.

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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)

PROPOSED APPOINTMENT OF INDEPENDENT NON-EXECUTIVE DIRECTOR

AND

NOTICE OF 2016 FIRST EXTRAORDINARY GENERAL MEETING

Tsingtao Brewery Company Limited (the “ Company ”) will convene its 2016 first extraordinary general meeting (the “ EGM ”) at the Meeting Room, 19th Floor, Tsingtao Beer Tower, May Fourth Square, Hong Kong Road Central, Qingdao, the People’s Republic of China at 2:30 p.m. on 16 February 2016 (Tuesday). The notice convening the EGM is set out on pages 5 to 7 of this circular.

Enclosed please find the Reply Slip and Proxy Form applicable at the EGM. The relevant Reply Slip and Proxy Form are also set out on the website of the Stock Exchange. If you are qualified for and intend to attend the EGM, please complete the Reply Slip in accordance with the instructions printed thereon, and return it on or before 27 January 2016 (Wednesday). Shareholders who intend to appoint proxy to attend the EGM must complete the Proxy Form in accordance with the instructions printed thereon and return it not later than 24 hours before the time appointed for the holding of the EGM or any adjourned meeting(s) (as the case may be). Completion and return of the Proxy Form shall not preclude you from attending and voting in person at the EGM or any adjourned meeting(s) thereof if you so wish.

29 December 2015

CONTENTS

		Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		1
Letter from the Board
1.	Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2
2.	Proposed appointment of independent non-executive director . . . . . . . . .	3
3.	EGM. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
4.	Voting by way of poll. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
5.	Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
6.	General information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Notice of 2016 First Extraordinary General Meeting. . . . . . . . . . . . . . . . . . . . . . .		5

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DEFINITIONS

In this circular, unless the context otherwise requires, the following expressions shall have the meanings as set out below:

“Board”	means	the Board of Directors of the Company
“the Company”	means	Tsingtao Brewery Company Limited, a Sino-foreign
		joint stock limited company established in Qingdao,
		the PRC and the shares of which are listed on the
		Stock Exchange and the Shanghai Stock Exchange
“EGM”	means	the 2016 First Extraordinary General Meeting to be
		held at 2:30 p.m. on 16 February 2016 (Tuesday). The
		notice of the EGM is set out on pages 5 to 7 of this
		circular
“Director(s)”	means	the director(s) of the Company
“the Group”	means	the Company and its subsidiaries
“Listing Rules”	means	Rules Governing the Listing of Securities on The Stock
		Exchange of Hong Kong Limited
“Notice of EGM”	means	the notice of convening the EGM on 16 February 2016
		(Tuesday) as set out on pages 5 to 7 of this circular
“PRC”	means	the People’s Republic of China, which for the
		purpose of this circular excludes Hong Kong Special
		Administrative Regions of the PRC, Macau Special
		Administrative Regions of the PRC, and Taiwan
“Stock Exchange”	means	The Stock Exchange of Hong Kong Limited
“Shareholder(s)”	means	Holder(s) of shares in the Company

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LETTER FROM THE BOARD

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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)

Executive Directors:

Mr. SUN Ming Bo (Chairman) Mr. HUANG Ke Xing Ms. JIANG Hong Mr. YU Zhu Ming

Non-executive Directors: Mr. Yasutaka SUGIURA

Independent Non-executive Directors: Mr. WANG Xue Zheng Mr. MA Hai Tao Mr. BEN Sheng Lin Mr. JIANG Min

Legal Address: No.56 Dengzhou Road Qingdao, Shandong Province The People’s Republic of China

Business Address: Tsingtao Beer Tower May Fourth Square Hong Kong Road Central Qingdao, Shandong Province The People’s Republic of China Postal Code: 266071

29 December 2015

To Shareholders,

Dear Sir or Madam,

PROPOSED APPOINTMENT OF INDEPENDENT NON-EXECUTIVE DIRECTOR AND NOTICE OF 2016 FIRST EXTRAORDINARY GENERAL MEETING

1. INTRODUCTION

Reference is made to the announcement dated 29 December 2015 of the Company, the purpose of this circular is to provide you with the information regarding the proposed appointment of independent non-executive director, and the notice of the EGM at which the relevant resolution will be presented to the Shareholders for their consideration, and if thought fit, approving the relevant matter.

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LETTER FROM THE BOARD

2. PROPOSED APPOINTMENT OF INDEPENDENT NON-EXECUTIVE DIRECTOR

An ordinary resolution will be proposed to the EGM to consider the proposed appointment of Mr. YU Zeng Biao (“ Mr. YU ”) as candidate for the Independent Non-Executive Director of the Eighth Session of Board of Directors of the Company. The service term of the aforesaid candidate will commence on the date of being considered and approved at the EGM to the expiry of the service term of the Eighth Session of Board of Directors. The profile of Mr. YU is set out in the announcement regarding the change of independent non-executive director and in the notes for the Notice of EGM, both dated 29 December 2015.

3. EGM

It has been determined that the EGM would be held at the Meeting Room, 19th Floor, Tsingtao Beer Tower, May Fourth Square, Hong Kong Road Central, Qingdao, the PRC at 2:30 p.m. on 16 February 2016 (Tuesday). The Notice of EGM is set out on pages 5 to 7 of this circular.

The proxy form for holders of H-share applicable at the extraordinary general meeting together with the relevant reply slip are enclosed with this circular. Whether or not you intend to attend the EGM, please read the Notice of EGM carefully and complete and return the attached proxy form and reply slip in accordance with the instructions printed thereon 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 to the business address of the Company at Room 1105, Tsingtao Beer Tower, May Fourth Square, Hong Kong Road Central, Qingdao, the PRC, and must, in any event, be returned by hand or by mail not later than 24 hours before the time appointed for the convening of the EGM or any adjourned meeting(s). Completion and return of the proxy form shall not preclude you from attending and voting in person at the EGM or any adjourned meeting(s) thereof if you so wish.

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 Room 1105 (Tel: 86-532-85713831, contact persons: ZHANG Rui Xiang, WANG Zhi Liang) at Tsingtao Beer Tower, May Fourth Square, Hong Kong Road Central, Qingdao, the PRC on or before 27 January

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LETTER FROM THE BOARD

2016 (Wednesday) by hand (the registration for attending the EGM will be processed immediately), by mail (postal code: 266071) or by fax (fax No.: 86-532-85713240). Please use the enclosed “Reply Slip for Attending 2016 First Extraordinary General Meeting” or a copy thereof.

Shareholders or their proxies shall 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) shall 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 of directors or other decision-making bodies for appointing such person to attend the meeting.

4. VOTING BY WAY OF POLL

In accordance with Rule 13.39(4) of Listing Rules , any vote of Shareholders at a general meeting must be taken by poll except where the chairman, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted by a show of hands. Therefore, the resolution in the Notice of EGM will be voted by poll.

5. RECOMMENDATION

The Board believes that the resolution set out in the Notice of EGM is in the best interests of the Company and its Shareholders as a whole. Accordingly, the Board recommends all the Shareholders to vote in favour of the resolution as set out in the Notice of EGM.

6. GENERAL INFORMATION

Should there be any discrepancies between Chinese and English versions of this circular, the Chinese version shall prevail.

By order of the Board

Tsingtao Brewery Company Limited SUN Ming Bo Chairman

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NOTICE OF 2016 FIRST EXTRAORDINARY GENERAL MEETING

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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 2016 FIRST EXTRAORDINARY GENERAL MEETING

Notice is hereby given that the 2016 First Extraordinary General Meeting (the “ EGM ”) of Tsingtao Brewery Company Limited (“ the Company ”) will be held at Meeting Room, 19th Floor, Tsingtao Beer Tower, May Fourth Square, Hong Kong Road Central, Qingdao, the PRC at 2:30 p.m. on 16 February 2016 (Tuesday) for the purposes of considering and, if thought fit, approving (with or without any amendments) the following resolution:

AS ORDINARY RESOLUTION

1. Resolution of electing Mr. YU Zeng Biao to be independent non-executive director of the Eighth Session of Board of Directors of the Company.

For details of the above resolution, please refer to the announcement dated 29 December 2015 relating to the change of independent non-executive director published on the websites of Hong Kong Exchange and Clearing Limited (http://www.hkexnews.hk) and the Company.

By order of the Board Tsingtao Brewery Company Limited ZHANG Rui Xiang Company Secretary

Qingdao, the PRC 29 December 2015

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 entitled to attend the EGM, the register of members for H-share of the Company will be closed from 15 January 2016 (Friday) to 16 February 2016 (Tuesday) (both days inclusive). All holders of H-share registered in Register of Members of the Company on 15 January 2016 (Friday) are entitled to attend the EGM. In order to attend the EGM and vote, any holder of H-share whose transfer documents have not been recorded must lodge the transfer documents with official stamp and together with the relevant share certificate(s) at the Company’s H-share registrar, Hong Kong Registrars Limited, Room 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong, before 4:30 p.m. on 14 January 2016 (Thursday).

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NOTICE OF 2016 FIRST EXTRAORDINARY GENERAL MEETING

II. Proxy

Each shareholder entitled to attend and vote at the EGM may appoint one or more proxy(ies) (whether such person(s) is (are) shareholder(s) of the Company or not) to attend and vote on his/her behalf. Each shareholder (or his/her proxy(ies)) 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. by using the Proxy Form Applicable at 2016 First Extraordinary General Meeting (the “ Proxy Form ”) enclosed to this notice or a copy thereof). The Proxy Form shall be signed by the shareholder appointing the proxy(ies) or by other person authorized by such shareholder in writing. Should such shareholder authorize other person to sign the Proxy Form, a letter of authorization or other authorization documents must be notarized. Should such shareholder be a legal person, the Proxy Form shall be under seal or signed by its director or 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 convening the EGM. Holders of H-share shall 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 holders of A-share shall return the Proxy Form to Secretarial Office of the Board of the Company at Tsingtao Beer Tower, May Fourth Square, Hong Kong Road Central, Qingdao, the PRC. Completion and return of the Proxy Form will not preclude you from attending and voting in person at the EGM and any adjourned meeting(s) thereof if you so wish.

III. Registration Procedures for Attending the EGM

1. Shareholders who intend to attend the EGM shall return the completed and signed reply slip for attending the EGM (together with the registration documents required) to Secretarial Office of the Board of the Company by hand, by mail or by fax on or before 27 January 2016 (Wednesday). Please use the Reply Slip for Attending 2016 First Extraordinary General Meeting enclosed to this notice or a copy thereof.

2. Shareholders or their proxies shall 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) shall 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 of directors or other decision-making bodies for appointing such person to attend the meeting.

3. IV. As Mr. MA Hai Tao, Independent Non-executive Director of the Company, has proposed to resign as Independent Non-executive Director, Chairman of Audit & Internal Control Committee, member of Nomination & Remuneration Committee and member of Strategy & Investment Committee of the Company pursuant to the requirements in the notice of further strengthening the administration of the part-time work taken by the leaders and cadres of Party members in institutions of higher learning issued by the Ministry of Education, the Company’s board of directors had considered and approved to nominate Mr. YU Zeng Biao (“ Mr. YU ”) as the candidate for independent non-executive director of the Eighth Session of Board of Directors of the Company, and consented to propose it to the EGM for consideration and approval. The service term will commence from the date of being considered and approved at the EGM to the expiry of the service term of the Eighth Session of Board of Directors. The profile of Mr. YU is as follows:

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NOTICE OF 2016 FIRST EXTRAORDINARY GENERAL MEETING

Mr. YU, aged 60, is currently Professor of Accounting and tutor of doctorial candidate in School of Economics and Management at Tsinghua University, and Chinese Certified Public Accountant. Mr. YU served as Dean of Management School, and Professor and Head of Accounting Department at Hebei University. In 1995, he was awarded the title of “National Outstanding Accounting Practitioner” by the Ministry of Finance. Mr. YU is currently member of American Accounting Association, and Vice Chairman of Cost Research Society of China and Chief Accountant Society of China. He is currently also independent directors of three listed companies including Tontec Technology Investment Group Co., Ltd. （南通科技投資集團股份有限公司）, First Tractor Company Limited （第一拖拉機股份有限公司） and True Colour Stationery Co., Ltd. （真彩文具股份有限公司）

No service contract has been entered into between Mr. YU and the Company. After his appointment, Mr. YU will receive RMB120,000 (after-tax) per annum of director’s remuneration based on the standards approved by the general meeting of the Company, which is determined with reference to the duty performance of the independent non-executive director and the existing market situation.

As at the date of this notice, save as disclosed above, Mr. YU:

• (1) does not take any positions with the Company and other members of the Group, nor hold any directorship in any other listed companies in the past three years preceding the date of this notice;

• (2) has no relationship with any other directors, senior management officers, substantial shareholders or controlling shareholders of the Company; and

• (3) does not have any interest in the shares of the Company within the meaning of Part XV of Securities and Futures Ordinance (Chapter 571 of Laws of Hong Kong).

Save as disclosed above, there are no other matters which need to be brought to the attention of the shareholders in relation to the proposed election of Mr. YU as independent non-executive director, nor is there any other information required to be disclosed pursuant to any of the requirements of Rule 13.51(2) of Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited.

V. Others

1. The EGM is expected to last for an hour. Shareholders and proxies who attend the meeting shall bear their own travelling and lodging expenses.

2. The business address of Secretarial Office of the Board of the Company: Room 1105, Tsingtao Beer Tower, May Fourth Square, Hong Kong Road Central, Qingdao.

Tel: 86-532-85713831 Fax: 86-532-85713240 Postal Code: 266071 Contact Person: ZHANG Rui Xiang, WANG Zhi Liang

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