Kong Sun Holdings Limited — Proxy Solicitation & Information Statement 2018

Jun 8, 2018

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 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 effected 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)

(1) PROPOSED ELECTION AND RE-ELECTION OF DIRECTORS (2) PROPOSED ELECTION AND RE-ELECTION OF SUPERVISORS AS SHAREHOLDERS’ REPRESENTATIVES

AND

SUPPLEMENTAL NOTICE OF 2017 ANNUAL GENERAL MEETING

This supplemental circular should be read together with the circular to the shareholders of the Company dated 11 May 2018 (the “ Circular ”) and the notice convening the 2017 AGM of the Company as set out in page 18 to 20 of the Circular. The Company will convene the 2017 AGM as originally scheduled at the meeting room, 1st Floor, Complex Building, Tsingtao Brewery Factory, No. 56 Dengzhou Road, Qingdao, the PRC at 1:30 p.m. on 28 June 2018 (Thursday). The supplemental notice of the AGM is set out on pages 17 to 20 of this circular.

The Second Proxy Form applicable for the AGM, which contains the additional resolutions to be proposed at the AGM, is enclosed with this circular. The Second Proxy Form shall supersede the First Proxy Form which was enclosed with the Circular.

Holders of the H Shares who intend to appoint a proxy to attend the AGM but have not yet lodged the First Proxy Form with the H Share registrar — Hong Kong Registrars Limited, should complete the accompanying Second Proxy Form in accordance with the instructions printed thereon and return it to Hong Kong Registrars Limited at Room 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong by hand, post or fax as soon as practicable and in any event not less than 24 hours before the time appointed for holding the AGM or any adjourned meeting thereof.

For the avoidance of doubt, holders of the H Shares who have already lodged the First Proxy Form with the H Share registrar should pay attention to the relevant information under Note (6) to the supplemental notice of the AGM.

Completion and return of the First Proxy Form and/or the Second Proxy Form will not preclude you from attending and voting in person at the AGM, or at any adjourned meeting thereof, should you so wish.

8 June 2018

CONTENTS

		Page
Definitions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		1
Letter from the Board
1.	Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
2.	Proposed Election And Re-Election Of Directors . . . . . . . . . . . . . . . .	4
3.	Proposed Re-Election Of Supervisors As Shareholders’
	Representatives . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
4.	Remuneration Program for the new session of the Board of Directors
	and Board of Supervisors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
5.	Purchase of Liability Insurance for the members of the new Session
	of the Board of Directors and Board of Supervisors and Senior
	Management of the Company. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
6.	AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
7.	Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Appendix I	—Biographical Details of Proposed Directors. . . . . . . . . . . . .	8
Appendix II —Biographical Details of Proposed Supervisors as
	Shareholders’ Representatives. . . . . . . . . . . . . . . . . . . . . . .	14
Supplemental Notice of 2017 Annual General Meeting. . . . . . . . . . . . . . . . . . .		17

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DEFINITIONS

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

“AGM”	means	the 2017 Annual General Meeting to be held at 1:30
		p.m. on 28 June 2018 (Thursday). The supplemental
		notice of the AGM is set out on pages 17 to 20 of this
		circular;
“Articles of Association”	means	the articles of association of the Company, as amended
		from time to time;
“Board of Directors”	means	the board of Directors of the Company;
“Board of Supervisors”	means	the board of Supervisors of the Company;
“Company”	means	Tsingtao Brewery Company Limited, a Sino-foreign
		joint stock limited company established in Qingdao,
		and the shares of which are listed on the Stock
		Exchange and the Shanghai Stock Exchange;
“Company Law”	means	the Company Law of the People’s Republic of China;
“Director(s)”	means	the director(s) of the Company;
“First Proxy Form”	means	the proxy form enclosed with the circular of the
		Company dated 11 May 2018 and notice of the AGM;
“Listing Rules”	means	Rules Governing the Listing of Securities on The
		Stock Exchange of Hong Kong Limited;
“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;
“Second Proxy Form”	means	the new proxy form applicable for the AGM, which
		contains the additional resolutions to be proposed at
		the AGM, and is enclosed with this circular and the
		supplemental notice of the AGM;
“Shareholder(s)	means	holder(s) of shares in the Company;

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DEFINITIONS

“Stock Exchange”	means	The Stock Exchange of Hong Kong Limited;
“Supervisors”	means	the supervisors of the Company;
“Tsingtao Group”	means	Tsingtao Brewery Group Company Limited, the
		controlling shareholder of 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: Legal Address: Mr. HUANG Ke Xing (Chairman) No.56 Dengzhou Road Mr. SUN Ming Bo Qingdao, Shandong Province Mr. FAN Wei The People’s Republic of China Mr. YU Zhu Ming

Business Address: Independent Non-executive Directors: Tsingtao Beer Tower Mr. WANG Xue Zheng May Fourth Square Mr. YU Zeng Biao Hong Kong Road Central Mr. BEN Sheng Lin Qingdao, Shandong Province Mr. JIANG Min The People’s Republic of China Postal Code: 266071

8 June 2018

To the Shareholders

Dear Sir or Madam,

(1) PROPOSED ELECTION AND RE-ELECTION OF DIRECTORS

(2) PROPOSED ELECTION AND RE-ELECTION OF SUPERVISORS AS SHAREHOLDERS’ REPRESENTATIVES AND

SUPPLEMENTAL NOTICE OF 2017 ANNUAL GENERAL MEETING

1. INTRODUCTION

Reference is made to the notice of AGM of the Company dated 11 May 2018 which sets out the time and venue of the AGM and contains the resolutions to be proposed at the AGM for Shareholders’ approval. The purpose of this circular is to provide you with the information regarding the four additional resolutions, Proposal in Relation to Recommending Members of the Ninth Session of the Board of Directors of Tsingtao Brewery Company Limited, Proposal in Relation to Recommending the Proposed Supervisors As Shareholders’ Representative of the Ninth Session of the Board of Supervisors of Tsingtao Brewery Company Limited, Proposal in Relation to Remuneration for the Members of the Ninth Session of the Board of Directors and Board of Supervisors of Tsingtao Brewery Company Limited and

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LETTER FROM THE BOARD

Proposal in Relation to the Purchasing of Liability Insurance for the Members of the Ninth Session of the Board of Directors and Board of Supervisors and the Senior Management of Tsingtao Brewery Company Limited, submitted by Tsingtao Group to the Company in compliance with the Company Law and Listing Rules and the Articles of Association, which will be considered at the AGM and set out in the supplemental notice of the AGM.

2. PROPOSED ELECTION AND RE-ELECTION OF DIRECTORS

Reference is made to the announcement of the Company dated 14 June 2017 in relation to the expiration of the terms of all the Directors of the eighth session of the Board of Directors of the Company on 16 June 2017. As the re-election nomination for the new session of Board of Directors has not been completed, the Directors Mr. SUN Ming Bo, Mr. HUANG Ke Xing, Mr. FAN Wei, Mr. YU Zhu Ming, Mr. WANG Xue Zheng, Mr. YU Zeng Biao, Mr. BEN Sheng Lin and Mr. JIANG Min have continued their respective duties thus far. Mr. Yasutaka Sugiura resigned from his position as a non-executive Director on 19 March 2018.

Among the members of the Board of Directors, the executive Director Mr. SUN Ming Bo has reached his statutory retirement age and the independent non-executive Director Mr. WANG Xue Zheng has been re-elected for a period of six years, they will resign from their positions and will not participate the election for the ninth session of the Board of Directors as a Director candidate. On 8 June 2018, the Company received the Proposal in Relation to Recommending Members of the Ninth Session of the Board of Directors of Tsingtao Brewery Company Limited from Tsingtao Group, which has proposed to elect and re-elect nine Directors as members of the ninth session of the Board of Director:

• (i) Propose to re-elect Mr. HUANG Ke Xing, Mr. FAN Wei, Mr. YU Zhu Ming and elect Mr. WANG Rui Yong as executive Directors;

• (ii) Propose to re-elect Mr. YU Zeng Biao, Mr. BEN Sheng Lin, Mr. JIANG Min and elect Mr. JIANG Xing Lu as independent non-executive Directors; and

• (iii) Propose to elect Mr. TANG Bin as non-executive Director.

The above proposal in relation to the proposed election and re-election of Directors will be proposed for Shareholders’ approval at the AGM by way of ordinary resolution. The term of office of the Directors will be three years commencing immediately after the approval of their appointment at the AGM until the expiry of the term of the ninth session of the Board of Directors. Biographical details of each of the proposed Director are set out in Appendix I to this circular.

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LETTER FROM THE BOARD

3. PROPOSED RE-ELECTION OF SUPERVISORS AS SHAREHOLDERS’ REPRESENTATIVES

Reference is made to the announcement of the Company dated 14 June 2017 in relation to the expiration of the terms of all the Supervisors of the eighth session of the Board of Supervisors of the Company on 16 June 2017. As the re-election nomination for the new session of Board of Supervisors has not been completed, the Supervisors as shareholders’ representatives Mr. LI Gang, Ms. LI Yan, Mr. WANG Ya Ping have continued their respective duties thus far. Mr. Ryoichi Kitagawa has resigned from his position as a shareholders’ representative on 19 March 2018.

On 8 June 2018, the Company received the Proposal in Relation to Recommending the Proposed Supervisors As Shareholders’ Representative of the Ninth Session of the Board of Supervisors of Tsingtao Brewery Company Limited from Tsingtao Group, which has proposed to re-elect Mr. LI Gang, Ms. LI Yan, Mr. WANG Ya Ping and elect Mr. YAO Yu as Supervisors as shareholders’ representatives of the ninth session of the Board of Supervisors.

The above proposal in relation to the proposed election and re-election of Supervisors as shareholders’ representatives will be proposed for Shareholders’ approval at the AGM by way of ordinary resolution. The term of office of the Supervisors as shareholders’ representatives will be three years commencing immediately after the approval of their appointment at the AGM until the expiry of the term of the ninth session of the Board of Supervisors.

Biographical details of each of the proposed Supervisor as shareholders’ representative are set out in Appendix II to this circular.

4. REMUNERATION PROGRAM FOR THE NEW SESSION OF THE BOARD OF DIRECTORS AND BOARD OF SUPERVISORS

It is expected that each of the new director and supervisor will enter into a service contract for a term of not more than 3 years upon their appointments. Based on the Company’s future development plan and results growth target, and for the sharing mechanism revealing the growth of revenues, the Company suggests the proposal for remuneration as follows:

The total annual remuneration for the new Board of Directors and Board of Supervisors throughout their entire service term is expected not to exceed RMB19.8 million per annum, equal to that of the Directors and Supervisors of the eighth session (in which: the pre-tax remuneration for each independent non-executive

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LETTER FROM THE BOARD

Director is RMB120,000, the pre-tax remuneration for Chairman of Board of Supervisors is RMB120,000, the pre-tax remuneration for each external Supervisor is RMB80,000), which is determined with reference to the duties and responsibilities of the Directors and Supervisors in the Company and the Company’s remuneration policy, and is subject to the approval by the Shareholders at the AGM, and will be proposed at the AGM that the Board of Directors be authorised to determine the individual remuneration of each Director and Supervisor.

5. PURCHASE OF LIABILITY INSURANCE FOR THE MEMBERS OF THE NEW SESSION OF THE BOARD OF DIRECTORS AND BOARD OF SUPERVISORS AND SENIOR MANAGEMENT OF THE COMPANY

The annual insurance limit for the liability insurance is RMB70 million, the insurance premium is RMB90,000 per year. The purchase of liability insurance is subject to the approval by the Shareholders at the AGM, and will be proposed at the AGM that the management of the Company be authorised to determine to purchase such liability insurance and other relevant matters (including but not limited to choosing insurance institutions, terms of insurance etc.) and enter into relevant insurance documents.

6. AGM

This supplemental circular shall be read together with the circular of the Company to the Shareholder dated 11 May 2018 and the notice convening the AGM of the Company set out in pages 18 to 20 in that circular. The Company will convene the AGM as originally scheduled at the meeting room, 1st Floor, Complex Building, Tsingtao Brewery Factory, No. 56 Dengzhou Road, Qingdao, the PRC at 1:30 p.m. on 28 June 2018 (Thursday). The supplemental notice of the AGM is set out on pages 17 to 20 of this circular.

Please refer to the notice of the AGM dated 11 May 2018 for details in respect of other resolutions proposed to be considered and approved at the AGM, closure of register of members, qualification for attending the AGM, registration procedures for attending the AGM, proxy and other relevant matters.

The Second Proxy Form applicable for the AGM, which contains the additional resolutions to be proposed at the AGM, is enclosed with this supplemental circular. The Second Proxy Form shall supersede the First Proxy Form which was enclosed with the circular.

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LETTER FROM THE BOARD

Holders of the H Shares who intend to appoint a proxy to attend the AGM but have not yet lodged the First Proxy Form with the H Share registrar — Hong Kong Registrars Limited, should complete the accompanying Second Proxy Form in accordance with the instructions printed thereon and return it to Hong Kong Registrars Limited at Room 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong by hand, post or fax as soon as practicable and in any event not less than 24 hours before the time appointed for holding the AGM or any adjourned meeting thereof.

For the avoidance of doubt, holders of the H Shares who have already lodged the First Proxy Form with the H Share registrar should pay attention to the relevant information under Note (6) to the supplemental notice of the AGM.

Completion and return of the First Proxy Form and/or the Second Proxy Form will not preclude you from attending and voting in person at the AGM, or at any adjourned meeting thereof, should you so wish.

7. RECOMMENDATION

The Board believes that the resolutions in relation to the proposed election and reelection of Directors and Supervisors as shareholders’ representatives are in the best interests of the Company and its Shareholders as a whole. Accordingly, the Board recommends all Shareholders to vote in favour of the above resolutions to be proposed in the AGM.

By order of the Board

Tsingtao Brewery Company Limited ZHANG Rui Xiang Company Secretary

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BIOGRAPHICAL DETAILS OF PROPOSED DIRECTORS

APPENDIX I

Biographical details of the proposed Directors are as follows:

EXECUTIVE DIRECTOR CANDIDATES

Mr. HUANG Ke Xing (“Mr. Huang”), aged 55, EMBA at Guanghua School of Management of Peking University, Senior Engineer. He is currently the Chairman of the Company and Chairman of Tsingtao Group. He served as General Manager of Tsingtao Brewery Engineering Company Limited, Assistant to President and Head of Strategic Investment Management Department and Vice President, President of Marketing Center, President of the Company and Vice President of Tsingtao Group. Mr. Huang has substantial experience in strategic planning, investment management, operating management and marketing management of beer industry, Top Talent in Qingdao and an outstanding entrepreneur in the Qingdao and Shandong Province. Mr. Huang is a member of the Eleventh Shandong Committee of Chinese People’s Political Consultative Conference and a representative of Shandong Province of the Thirteenth National People’s Congress. Mr. Huang holds 1,300 A-shares of the Company and is deemed to be interested in 25,202 A-shares of the Company which are held by his spouse. Mr. Huang has received the remuneration from the Company for the year ended 2017 for the amount of RMB 969,200 (before tax), such amount was determined by the Board with reference to his duties and responsibilities in the Company and the remuneration policy of the Company.

Save as disclosed above, as at the date of this circular, Mr. Huang (1) does not hold any other position with the Company or other members of the Group; (2) has not been a director in any other listed companies in the past three years preceding to the date of this circular, or any other major appointment or professional qualification; (3) is not connected with any Directors, senior management, substantial or controlling shareholders of the Company; and (4) confirms that he is not aware of any other matters in relation to the re-election of Mr. Huang as Director that need to be brought to the attention of the Shareholders or any information that need to be disclosed pursuant to the requirements of Rule 13.51(2)(h) to (v) of the Listing Rules.

Mr. FAN Wei (“Mr. Fan”), aged 58, Master’s Degree at Southern Yangtze University, First China Brewery Master, Applied Researcher of engineering series. He is currently Executive Director, President, President of Manufacturing Center, Chief Brewer of the Company and Director of Tsingtao Group, and he served as Deputy Factory Manager and Chief Engineer of Tsingtao Brewery No. 2 Factory, and Chief Brewer and Vice President of the Company. Mr. Fan has substantial experience in quality control, production operation and product research and development. He is Top Talent in Professional Technologies in Qingdao and expert in special allowance from the State Council. Mr. Fan is interested in 122,876 A-shares of the Company. Mr. Fan has received the remuneration

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BIOGRAPHICAL DETAILS OF PROPOSED DIRECTORS

APPENDIX I

from the Company for the year ended 2017 for the amount of RMB 726,900 (before tax), such amount was determined by the Board with reference to his duties and responsibilities in the Company and the remuneration policy of the Company.

Save as disclosed above, as at the date of this circular, Mr. Fan (1) does not hold any other position with the Company or other members of the Group; (2) has not been a director in any other listed companies in the past three years preceding to the date of this circular, or any other major appointment or professional qualification; (3) is not connected with any Directors, senior management, substantial or controlling shareholders of the Company; and (4) confirms that he is not aware of any other matters in relation to the re-election of Mr. Fan as Director that need to be brought to the attention of the Shareholders or any information that need to be disclosed pursuant to the requirements of Rule 13.51(2)(h) to (v) of the Listing Rules.

Mr. YU Zhu Ming (“Mr. Yu”), aged 56, EMBA at Dongbei University of Finance & Economics, Senior Accountant. He is currently Executive Director and Chief Financial Officer of the Company. He has served as Head of Finance Department, Assistant to President and Chief Account of the Company with substantial experience in finance management, tax management, information technology application, internal control and risk management and capital operation. Mr. Yu does not have any interests in shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance. Mr. Yu has received the remuneration from the Company for the year ended 2017 for the amount of RMB 705,700 (before tax), such amount was determined by the Board with reference to his duties and responsibilities in the Company and the remuneration policy of the Company.

Save as disclosed above, as at the date of this circular, Mr. Yu (1) does not hold any other position with the Company or other members of the Group; (2) has not been a director in any other listed companies in the past three years preceding to the date of this circular, or any other major appointment or professional qualification; (3) is not connected with any Directors, senior management, substantial or controlling shareholders of the Company; and (4) confirms that he is not aware of any other matters in relation to the re-election of Mr. Yu as Director that need to be brought to the attention of the Shareholders or any information that need to be disclosed pursuant to the requirements of Rule 13.51(2)(h) to (v) of the Listing Rules.

Mr. WANG Rui Yong (“Mr. Wang”), aged 52, MBA at Peking University, Senior Engineer. He is currently Vice President of the Company. He also served as Assistant to President of the Company, Deputy Factory Manager of Qingdao Laoshan Brewery Factory, General Manager of Shandong Area of Marketing Center of the Company, and President of

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APPENDIX I

BIOGRAPHICAL DETAILS OF PROPOSED DIRECTORS

Marketing Center of the Company with substantial experience in marketing and business administration. Mr. Wang does not have any interests in shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance. Mr. Wang has received the remuneration from the Company for the year ended 2017 for the amount of RMB 715,200 (before tax), such amount was determined by the Board with reference to his duties and responsibilities in the Company and the remuneration policy of the Company.

Save as disclosed above, as at the date of this circular, Mr. Wang (1) does not hold any other position with the Company or other members of the Group; (2) has not been a director in any other listed companies in the past three years preceding to the date of this circular, or any other major appointment or professional qualification; (3) is not connected with any Directors, senior management, substantial or controlling shareholders of the Company; and (4) confirms that he is not aware of any other matters in relation to the election of Mr. Wang as Director that need to be brought to the attention of the Shareholders or any information that need to be disclosed pursuant to the requirements of Rule 13.51(2)(h) to (v) of the Listing Rules.

NON-EXECUTIVE DIRECTOR CANDIDATE

Mr. TANG Bin (“Mr. Tang”), aged 46, EMBA degree at China Europe International Business School. He is currently the Senior Vice President and Global Partner of Fosun International Limited, Co-Chairman of the China Momentum Fund, L.P, Chairman of the Fosun Fashion Group and Fosun Cosmetics Group, Chairman of Shanghai Fosun Capital Investment Management Co. Ltd., Chairman of Fosun Energy Group and Fosun Steel and Intelligent Equipment Group, Chairman of Roc Oil Company Limited. Mr. Tang does not have any interests in shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance. Mr. Tang as the non-executive Director will not receive remuneration from the Company.

Save as disclosed above, as at the date of this circular, Mr. Tang (1) does not hold any other position with the Company or other members of the Group; (2) has not been a director in any other listed companies in the past three years preceding to the date of this circular, or any other major appointment or professional qualification; (3) is not connected with any Directors, senior management, substantial or controlling shareholders of the Company; and (4) confirms that he is not aware of any other matters in relation to the election of Mr. Tang as Director that need to be brought to the attention of the Shareholders or any information that need to be disclosed pursuant to the requirements of Rule 13.51(2)(h) to (v) of the Listing Rules.

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BIOGRAPHICAL DETAILS OF PROPOSED DIRECTORS

APPENDIX I

INDEPENDENT NON-EXECUTIVE DIRECTOR CANDIDATES

Mr. YU Zeng Biao (“Mr. Yu”), aged 62, Doctor of Accounting at Xiamen University, China Certified Public Accountant. He is currently Independent Non-executive Director of the Company. Professor of Accounting and Tutor of doctorial candidates in School of Economics and Management at Tsinghua University. He is also Member of American Accounting Association, Vice Chairman of Cost Research Society of China and Chief Accountant Society of China, Consulting Expert of management accounting of Ministry of Finance; he also serves as Independent Director of First Tractor Company Limited and HONY Yuanfang Fund Management Co., Ltd., and External Supervisor of China Citric Group Co., Ltd. Mr. Yu does not have any interests in shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance. Mr. Yu has received the remuneration from the Company for the year ended 2017 for the amount of RMB 120,000 (before tax), such amount was determined by the Board with reference to his duties and responsibilities in the Company and the remuneration policy of the Company.

Save as disclosed above, as at the date of this circular, Mr. Yu (1) does not hold any other position with the Company or other members of the Group; (2) has not been a director in any other listed companies in the past three years preceding to the date of this circular, or any other major appointment or professional qualification; (3) is not connected with any Directors, senior management, substantial or controlling shareholders of the Company; and (4) confirms that he is not aware of any other matters in relation to the re-election of Mr. Yu as Director that need to be brought to the attention of the Shareholders or any information that need to be disclosed pursuant to the requirements of Rule 13.51(2)(h) to (v) of the Listing Rules.

Mr. BEN Sheng Lin (“Mr. Ben”), aged 52, Bachelor of Engineering at Tsinghua University, Master of Business Administration at Renmin University of China and Doctor of Economics at Purdue University in the USA. He is currently Independent Non-executive Director of the Company, Professor and Tutor of doctorial candidates of Management School at Zhejiang University, Founding Director of Internet Finance Institute at Zhejiang University, Executive Superintendent of International Monetary Institute at Renmin University of China, Standing Committee Member of the Committee of Chinese People’s Political Consultative Conference and Deputy Director of the Economic Committee in Zhejiang Province, Counsellor of Zhejiang People’s Government, Independent Director of Bank of Ningbo Co., Ltd. and Zhongda Group Co., Ltd., and Independent Non-executive Director of China International Capital Corporation Limited. He also served as CEO and Member of Global Leadership Team at Global Corporate Banking in JP Morgan Chase Bank (China) Co Ltd. and etc. Mr. Ben does not have any interests in shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance. Mr. Ben

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BIOGRAPHICAL DETAILS OF PROPOSED DIRECTORS

APPENDIX I

has received the remuneration from the Company for the year ended 2017 for the amount of RMB 120,000 (before tax), such amount was determined by the Board with reference to his duties and responsibilities in the Company and the remuneration policy of the Company.

Save as disclosed above, as at the date of this circular, Mr. Ben (1) does not hold any other position with the Company or other members of the Group; (2) has not been a director in any other listed companies in the past three years preceding to the date of this circular, or any other major appointment or professional qualification; (3) is not connected with any Directors, senior management, substantial or controlling shareholders of the Company; and (4) confirms that he is not aware of any other matters in relation to the re-election of Mr. Ben as Director that need to be brought to the attention of the Shareholders or any information that need to be disclosed pursuant to the requirements of Rule 13.51(2)(h) to (v) of the Listing Rules.

Mr. JIANG Min (“Mr. Jiang”), aged 53, Master of Laws. He is currently Independent Non-executive Director of the Company, Founding Partner of Anhui Tianhe Law Firm, Vice Chairman of All-China Lawyers Association, Press Spokesperson of All-China Lawyers Association, Arbitrator of China International Economic and Trade Arbitration Commission, Arbitrator of Shanghai International Economic and Trade Arbitration Commission (Shanghai International Arbitration Center). He was also a member of the 4th and 5th Reviewing Committee of M&A of Listing Companies under China Securities Regulatory Commission. He was awarded the prizes including “Award for Special Contributions to China’s Lawyer Sector”, and he is also Independent Director of Shandong Pharmaceutical Glass Co., Ltd. and Sungrow Power Co., Ltd. Mr. Jiang does not have any interests in shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance. Mr. Jiang has received the remuneration from the Company for the year ended 2017 for the amount of RMB 120,000 (before tax), such amount was determined by the Board with reference to his duties and responsibilities in the Company and the remuneration policy of the Company.

Save as disclosed above, as at the date of this circular, Mr. Jiang (1) does not hold any other position with the Company or other members of the Group; (2) has not been a director in any other listed companies in the past three years preceding to the date of this circular, or any other major appointment or professional qualification; (3) is not connected with any Directors, senior management, substantial or controlling shareholders of the Company; and (4) confirms that he is not aware of any other matters in relation to the re-election of Mr. Jiang as Director that need to be brought to the attention of the Shareholders or any information that need to be disclosed pursuant to the requirements of Rule 13.51(2)(h) to (v) of the Listing Rules.

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APPENDIX I

BIOGRAPHICAL DETAILS OF PROPOSED DIRECTORS

Mr. JIANG Xing Lu (“Mr. Jiang”), aged 46, Bachelor of Law at Shangdong University. He is currently the General Manager of Shangdong Blue Economic Industrial Fund Management Company Ltd.. He also currently serves as Independent Director of Qingdao Eastsoft Communication Technology Co.,Ltd., Hailir Pesticides And Chemicals Group Co.,Ltd., Qingdao Copton Technology Company Limited., and Shenzhen Sinexcel Electric Co.,Ltd. Mr. Jiang has been the Deputy Director and Senior Partner of Shandong Qindao Law Firm, Partner of Grandall (Beijing) Law Firm and King & Wood Mallesons (Beijing). He was named as the “Talent in Finance in Shangdong Province” in 2017. Mr. Jiang does not have any interests in shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance. After Mr. Jiang is appointed as the non-executive Director,he will receive the remuneration from the Company for a fixed amount of RMB 120,000 (before tax) per year, such amount was determined by the Board with reference to his duties and responsibilities in the Company and the remuneration policy of the Company.

Save as disclosed above, as at the date of this circular, Mr. Jiang (1) does not hold any other position with the Company or other members of the Group; (2) has not been a director in any other listed companies in the past three years preceding to the date of this circular, or any other major appointment or professional qualification; (3) is not connected with any Directors, senior management, substantial or controlling shareholders of the Company; and (4) confirms that he is not aware of any other matters in relation to the election of Mr. Jiang as Director that need to be brought to the attention of the Shareholders or any information that need to be disclosed pursuant to the requirements of Rule 13.51(2)(h) to (v) of the Listing Rules.

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BIOGRAPHICAL DETAILS OF PROPOSED SUPERVISORS AS SHAREHOLDERS’ REPRESENTATIVES

APPENDIX II

Biographical details of the proposed Supervisors as Shareholders’ Representatives are as follows:

Mr. LI Gang (“Mr. Li”), aged 57, Doctor of Administration of Major of Administration Science and Engineering at Xi’an Jiaotong University. He is currently Chairman of Board of Supervisors of the Company and Tsingtao Group, and Chairman of Board of Supervisors in Enterprises Directly under Qingdao Government. He has served as Deputy Chief of Shibei Branch of Qingdao Local Taxation Bureau, Assistant to Chief of Qingdao Local Taxation Bureau & Chief of Laoshan Branch of Qingdao Local Taxation Bureau, Chief of Inspection Bureau of Qingdao Local Taxation Bureau, and Deputy Chief of Qingdao Local Taxation Bureau. Mr. Li does not have any interests in shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance. Mr. Li has received the remuneration from the Company for the year ended 2017 for the amount of RMB 120,000 (before tax), such amount was determined by the Board with reference to his duties and responsibilities in the Company and the remuneration policy of the Company.

Save as disclosed above, as at the date of this circular, Mr. Li (1) does not hold any other position with the Company or other members of the Group; (2) has not been a director in any other listed companies in the past three years preceding to the date of this circular, or any other major appointment or professional qualification; (3) is not connected with any Directors, senior management, substantial or controlling shareholders of the Company; and (4) confirms that he is not aware of any other matters in relation to the re-election of Mr. Li as Supervisor that need to be brought to the attention of the Shareholders or any information that need to be disclosed pursuant to the requirements of Rule 13.51(2)(h) to (v) of the Listing Rules.

Mr. YAO Yu (“Mr. Yao”), aged 37, Bachelor in Engineering and Master in Economics. He is currently the Executive General Manager of Shanghai Fosun Capital Investment Management Co., Ltd. He served as Investment Manager of Beijing Zero2ipo Investment Management Co., Ltd. Mr.Yao does not have any interests in shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance. Mr. Yao, as the Supervisors as shareholders’ representative nominated by the second largest Shareholder of the Company will not receive remuneration from the Company.

Save as disclosed above, as at the date of this circular, Mr. Yao (1) does not hold any other position with the Company or other members of the Group; (2) has not been a director in any other listed companies in the past three years preceding to the date of this circular, or any other major appointment or professional qualification; (3) is not connected with any Directors, senior management, substantial or controlling shareholders of the Company;

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BIOGRAPHICAL DETAILS OF PROPOSED SUPERVISORS AS SHAREHOLDERS’ REPRESENTATIVES

APPENDIX II

and (4) confirms that he is not aware of any other matters in relation to the election of Mr. Yao as Supervisor that need to be brought to the attention of the Shareholders or any information that need to be disclosed pursuant to the requirements of Rule 13.51(2)(h) to (v) of the Listing Rules.

Ms. LI Yan (“Ms. Li”), aged 61, graduated from Central Finance and Economics Institute. She is currently Independent Supervisor of the Company, Professor and Tutor of doctoral candidate in Finance and Tax School, and Director of Governmental Budget Institute at Central University of Finance and Economics, Non-profession Member of The Chinese Institute of Certified Public Accountants Commission, Member of China Finance Commission, Member of China Finance and Taxation Law Society, Independent Director of China Film Co., Ltd., Beijing DHC Co., Ltd., Anhui Win-all Hitech Seed Co., Ltd. and Jiangxi Fushine Pharmaceutical Co., Ltd. Ms. Li does not have any interests in shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance. Ms. Li has received the remuneration from the Company for the year ended 2017 for the amount of RMB 120,000 (before tax), such amount was determined by the Board with reference to her duties and responsibilities in the Company and the remuneration policy of the Company.

Save as disclosed above, as at the date of this circular, Ms. Li (1) does not hold any other position with the Company or other members of the Group; (2) has not been a director in any other listed companies in the past three years preceding to the date of this circular, or any other major appointment or professional qualification; (3) is not connected with any Directors, senior management, substantial or controlling shareholders of the Company; and (4) confirms that she is not aware of any other matters in relation to the re-election of Ms. Li as Supervisor that need to be brought to the attention of the Shareholders or any information that need to be disclosed pursuant to the requirements of Rule 13.51(2)(h) to (v) of the Listing Rules.

Mr. WANG Ya Ping (“Mr. Wang”), aged 54, Bachelor of Laws at East China University of Political Science and Law, State Senior Lawyer. He is currently Independent Supervisor of the Company, Executive Director and Senior Partner of Shandong Qindao Law Firm, Chairman of Qingdao lawyers Association, Arbitrator of Qingdao Arbitration Commission, and Independent Non-executive Director of Qingdao Port International Co., Ltd. and Independent Director of Qingdao Tianneng Heavy Industries Co., Ltd. Mr. Wang does not have any interests in shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance. Mr. Wang has received the remuneration from the Company for the year ended 2017 for the amount of RMB 120,000 (before tax), such amount was determined by the Board with reference to his duties and responsibilities in the Company and the remuneration policy of the Company.

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BIOGRAPHICAL DETAILS OF PROPOSED SUPERVISORS AS SHAREHOLDERS’ REPRESENTATIVES

APPENDIX II

Save as disclosed above, as at the date of this circular, Mr. Wang (1) does not hold any other position with the Company or other members of the Group; (2) has not been a director in any other listed companies in the past three years preceding to the date of this circular, or any other major appointment or professional qualification; (2) is not connected with any Directors, senior management, substantial or controlling shareholders of the Company; and (3) confirms that he is not aware of any other matters in relation to the re-election of Mr. Wang as Supervisor that need to be brought to the attention of the Shareholders or any information that need to be disclosed pursuant to the requirements of Rule 13.51(2)(h) to (v) of the Listing Rules.

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SUPPLEMENTAL NOTICE OF 2017 ANNUAL GENERAL MEETING

==> picture [67 x 51] intentionally omitted <==

TSINGTAO BREWERY COMPANY LIMITED

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

(Stock Code: 168)

SUPPLEMENTAL NOTICE OF 2017 ANNUAL GENERAL MEETING

Reference is made to the notice of 2017 annual general meeting of Tsingtao Brewery Company Limited (the “ Company ”) dated 11 May 2018 (the “ AGM Notice ”) which sets out the time and venue of the 2017 annual general meeting of the Company (the “ AGM ”) and contains the resolutions to be proposed at the AGM for shareholders’ approval.

Supplemental notice is hereby given that the AGM will be held as originally scheduled at the Meeting Room, 1st Floor, Complex Building, Tsingtao Brewery Factory, No. 56 Dengzhou Road, Qingdao, the PRC at 1:30 p.m. on 28 June 2018 (Thursday) for the purposes of considering and, if thought fit, approving the following resolutions in addition to the resolutions set out in the AGM Notice:

AS ORDINARY RESOLUTIONS

1. To consider and approve the resolutions for the election of new session of the Board of Directors of the Company

2. 7.1 To consider and approve to re-elect Mr. HUANG Ke Xing as Executive Director for the ninth session of the Board of Directors of the Company;

3. 7.2 To consider and approve to re-elect Mr. FAN Wei as Executive Director for the ninth session of the Board of Directors of the Company;

4. 7.3 To consider and approve to re-elect Mr. YU Zhu Ming as Executive Director for the ninth session of the Board of Directors of the Company;

5. 7.4 To consider and approve to elect Mr. WANG Rui Yong as Executive Director for the ninth session of the Board of Directors of the Company;

6. 7.5 To consider and approve to elect Mr. TANG Bin as Non-executive Director for the ninth session of the Board of Directors of the Company;

7. 7.6 To consider and approve to re-elect Mr. YU Zeng Biao as Independent Non-executive Director for the ninth session of the Board of Directors of the Company;

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SUPPLEMENTAL NOTICE OF 2017 ANNUAL GENERAL MEETING

• 7.7 To consider and approve to re-elect Mr. BEN Sheng Lin as Independent Non-executive Director for the ninth session of the Board of Directors of the Company;

• 7.8 To consider and approve to re-elect Mr. JIANG Min as Independent Non-executive Director for the ninth session of the Board of Directors of the Company;

• 7.9 To consider and approve to elect Mr. JIANG Xing Lu as Independent Non-executive Director for the ninth session of the Board of Directors of the Company;

• To consider and approve the resolutions for the election of new session of the Board of Supervisors of the Company

• 8.1 To consider and approve to re-elect Mr. LI Gang as Supervisor as Shareholders’ Representative for the ninth session of the Board of Supervisors of the Company;

• 8.2 To consider and approve to elect Mr. YAO Yu as Supervisor as Shareholders’ Representative for the ninth session of the Board of Supervisors of the Company;

• 8.3 To consider and approve to re-elect Ms. LI Yan as Supervisor as Shareholders’ Representative for the ninth session of the Board of Supervisors of the Company;

• 8.4 To consider and approve to re-elect Mr. WANG Ya Ping as Supervisor as Shareholders’ Representative for the ninth session of the Board of Supervisors of the Company;

• To consider and approve the remuneration program for the members of the ninth session of the Board of Directors and Board of Supervisors of the Company; and

• To consider and approve the resolution of purchasing liability insurance for the members of the ninth session of the Board of Directors and Board of Supervisors and the senior management of the Company.

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SUPPLEMENTAL NOTICE OF 2017 ANNUAL GENERAL MEETING

For details of the above resolutions, please refer to the circular to the shareholders of the Company dated 8 June 2018 in relation to the proposed election and re-election of Directors and Supervisors as Shareholders’ Representations.

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

Qingdao, the PRC 8 June 2018

Notes:

1. The special resolution in respect of the amendments to the Articles of Association of the Company and its appendixes which was originally numbered as 7 in the AGM Notice, shall be renumbered as 11. The numbering of other resolutions in the AGM Notice shall remain unchanged.

2. Details of the above resolutions are set out in the circular of the Company dated 8 June 2018 (the “ Circular ”) in relation to the proposed election and re-election of Directors and Supervisors of the Company. Unless otherwise defined, terms used in this supplemental notice have the same meanings as those defined in the Circular.

3. Please refer to the AGM Notice dated 11 May 2018 for details in respect of other resolutions proposed to be considered and approved at the AGM, closure of register of members, qualification for attending the AGM, registration procedures for attending the AGM, reply slip, proxy and other relevant matters.

4. Since the proxy form enclosed with the circular of the Company dated 11 May 2018 and the AGM Notice (the “ First Proxy Form ”) does not contain the additional resolutions as set out in this supplemental notice, a new proxy form (the “ Second Proxy Form ”) has been prepared and is enclosed and will be despatched to the shareholders together with this supplemental notice.

5. Holders of the H Shares who intend to appoint a proxy to attend the AGM but have not yet lodged the First Proxy Form with the H Share registrar of the Company — Hong Kong Registrars Limited, should complete the accompanying Second Proxy Form in accordance with the instructions printed thereon and return it to Hong Kong Registrars Limited at Room 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong by hand, post or fax as soon as practicable and in any event not less than 24 hours before the time appointed for holding the AGM or any adjourned meeting thereof. In this case, the First Proxy Form should no longer be lodged with the H share registrar of the Company.

6. Holders of H shares of the Company who have already lodged the First Proxy Form with the H share registrar of the Company should note that:

7. (i) If no Second Proxy Form is lodged with the H share registrar of the Company, the First Proxy Form will be treated as a valid proxy form lodged by the shareholder if duly completed. In addition to the resolutions as set out in the AGM Notice and the First Proxy Form, the proxy duly appointed by the shareholder will be entitled to vote at his or her discretion or to abstain from voting on any resolution properly submitted to the AGM, including the additional resolutions as set out in this supplemental notice;

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SUPPLEMENTAL NOTICE OF 2017 ANNUAL GENERAL MEETING

• (ii) If the Second Proxy Form is lodged with the H share registrar of the Company at or before 1:30 p.m. on 27 June 2018 (Wednesday), the Second Proxy Form, whether duly completed or not, will revoke and supersede the First Proxy Form previously lodged by the shareholder. The Second Proxy Form will be treated as a valid proxy form if duly completed; and

• (iii) If the Second Proxy Form is lodged with the H share registrar of the Company after 1:30 p.m. on 27 June 2018 (Wednesday), the Second Proxy Form will be treated as an invalid proxy form and the First Proxy Form previously lodged by the shareholder will not be revoked. The First Proxy Form will be treated as a valid proxy form if duly completed. In addition to the resolutions as set out in the AGM Notice and the First Proxy Form, the proxy duly appointed by the shareholder will be entitled to vote at his or her discretion or to abstain from voting on any resolution properly submitted to the AGM, including the additional resolutions as set out in this supplemental notice.

• Shareholders are reminded that completion and return of the First Proxy Form and/or the Second Proxy Form will not preclude them from attending and voting in person at the AGM, or at any adjourned meeting thereof, should they so wish.

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