KINGWAY BREWERY HOLDINGS LIMITED 金威啤酒集團有限公司 * (Incorporated in Bermuda with limited liability) (Stock Code: 0124)

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1 Hong Kong Exchanges 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. KINGWAY BREWERY HOLDINGS LIMITED 金威啤酒集團有限公司 * (Incorporated in Bermuda with limited liability) (Stock Code: 0124) APPOINTMENT OF DIRECTOR AND RE-DESIGNATION OF DIRECTOR The Board announces that the following changes, effective from 8 March 2012: (1) Mr. LIANG Jiang has been appointed as an executive director of the Company; and (2) Mr. LI Wai Keung, a non-executive director of the Company, has been re-designated as an executive director of the Company. The board of directors (the Board ) of Kingway Brewery Holdings Limited (the Company ) announces that with effect from 8 March 2012, Mr. LIANG Jiang ( Mr. Liang ) has been appointed as an executive director of the Company and Mr. LI Wai Keung ( Mr. Li ) has been re-designated from a non-executive director to an executive director of the Company. Particulars of Directors Mr. LIANG Jiang, aged 59, graduated from South China Normal University, the PRC. He holds a Master s degree in Business Administration. He worked in the municipal governments of Zhanjiang and Foshan in Guangdong Province, the PRC and acted as the Administrative Head of Gaoming County, Secretary of Gaoming County Party Committee and Secretary of Gaoming Municipal Party Committee in Guangdong Province. Mr. Liang was appointed an executive director and the chairman of Guangnan (Holdings) Limited ( Guangnan ) in January Guangnan is a fellow subsidiary of the Company and a listed company in Hong Kong. He is also an executive director of GDH Limited ( GDH ). In February 2009, Mr. Liang was appointed as the deputy general manager of Guangdong Holdings Limited ( Guangdong Holdings ). GDH and Guangdong Holdings are the immediate holding company and the ultimate holding company, respectively, of the Company. During the period from October 1997 to March 2000, Mr. Liang acted as the chairman of Guangdong Real Estate (Holdings) Limited. He was the chairman of Guangdong Assets 1

2 Management Limited ( GAM ) and the chairman of Guangdong Alliance Limited ( GAL ). GAM and GAL are subsidiaries of GDH. Mr. Liang ceased to be the chairman and director of two subsidiaries of Guangnan, Zhongshan Zhongyue Tinplate Industrial Co., Ltd. and Zhongyue Posco (Qinhuangdao) Tinplate Industrial Co., Ltd from July Other than as stated above, Mr. Liang is not related to any director, senior management nor any substantial or controlling shareholder of the Company and he did not have any directorship in other public companies the securities of which are listed on any securities market in Hong Kong or overseas in the past three years. As at the date of the announcement, Mr. Liang is interested in 1,210,000 ordinary shares in Guangnan, and has a derivative interest in respect of 5,745,000 ordinary shares in Guangnan within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) ( SFO ), which represents Mr. Liang s entitlement to subscribe for 5,745,000 ordinary shares in Guangnan. Save as disclosed above, as at the date of this announcement, Mr. Liang does not have any interest in shares and/or underlying shares of the Company or its associated corporations within the meaning of Part XV of the SFO. There is no service contract between the Company and Mr. Liang. He is not appointed for a specific term. Mr. Liang will hold office until the conclusion of the first general meeting of the Company after his appointment and will then be eligible for re-election and is subject to retirement by rotation and re-election at least once every three years in accordance with the Bye-laws of the Company. In accordance with the Bye-laws of the Company, Mr. Liang is entitled to such director s fee as may be approved by the Board of the Company. Emoluments (if any) for Mr. Liang will be determined by reference to his job responsibilities and the prevailing market conditions. Mr. Liang is not currently receiving any remuneration from the Company. Save as described below, there is no enterprise, company nor unincorporated business enterprise that has been dissolved or put into liquidation (otherwise than by a members voluntary winding up when the company, in the case of a Hong Kong company, was solvent) or bankruptcy or been the object of an analogous proceeding, or entered into any form of arrangement or composition with creditors, or had a receiver, trustee or similar officer appointed over it (i) during the period when Mr. Liang was one of its directors or (ii) within 12 months after his ceasing to act as one of its directors, supervisors or managers, as the case may be. In December 2000, Mr. Liang was one of the directors of certain subsidiaries ( the said GDE Subsidiaries ) of Guangdong Enterprises (Holdings) Limited ( GDE ). GDE was incorporated in Hong Kong on 3 June In December 1998, the Guangdong Provincial Government initiated a comprehensive restructuring for (among others) GDE and its then subsidiaries (including the said GDE Subsidiaries) ( GDE Group ). By the end of 1998, as a result of a combination of the Asian economic crisis and the consequential tightening of credit and dramatic reduction in asset values, as well as excessive leverage, the GDE Group was in financial difficulties. Despite assistance from the Guangdong Provincial Government, it was evident that a longer term and more sustainable solution was required. In December 1998, the Guangdong Provincial Government initiated a comprehensive restructuring ( Restructuring ) for the GDE Group. On 12 January 1999, as part of the Restructuring a proposal 2

3 was made to the financial creditors of the GDE Group for a restructuring of their indebtedness ( Debt Restructuring ). In addition, an exchange offer was made by GDE to the noteholders to be bound by the exchange offer memorandum dated 30 October On 21 December 2000, the GDE Group formally signed, among others, the debt restructuring agreements. Bank creditors and certain significant creditors of the GDE Group agreed to participate in the Debt Restructuring. The Debt Restructuring was a successful one resulting in agreement being reached with the financial creditors. The Debt Restructuring became effective on 22 December The vast majority of the then subsidiaries of GDE participated in the Debt Restructuring in December The said GDE subsidiaries that participated in the Debt Restructuring and in which Mr. Liang was one of their directors in December 2000 are listed out below: Place of Nature of business prior Name of subsidiaries incorporation to Debt Restructuring Guangdong Development (Holdings) Limited Hong Kong Investment holding Jet Mass Industrial Limited Hong Kong Trading Walsall Company Limited Hong Kong Import and export trade and building construction materials supplies Well Grandy International Limited Hong Kong Investment holding Guangdong Real Estate (Holdings) Limited Hong Kong Property investment China Ocean Trade & Development Limited Hong Kong Investment holding Guangdong Architects, Engineers & Hong Kong Investment holding and Consultants (Hong Kong) Limited provision of architectural consultancy service Jetreal Investments Limited Hong Kong Property investment Jetwise Development Limited Hong Kong Construction work and leasing of equipment Jointure Company Limited Hong Kong Investment holding and provision of property management service Mohican Company Limited Hong Kong Investment holding Moon Ray Company Limited Hong Kong Property investment Sino Winner Investment Limited Hong Kong Property investment, investment holding and provision of agency service Techeasy Investment Limited Hong Kong Property development Yue Soon Limited Hong Kong Property trading and others Guangdong Silk Company Limited Hong Kong Investment holding Jing Mei Travel & Trading Company Limited Hong Kong Investment holding China Oriental International Limited Hong Kong Investment holding Ever Gate Development Limited Hong Kong Investment holding Glorynet Trading Company Limited Hong Kong Investment holding Raster (Hong Kong) Limited Hong Kong Money lending (formerly Main Key Company Limited) Mega Prosper Limited Hong Kong Dormant Merroar Travel Trading Company Limited Hong Kong Dormant Regal Joy Industries Limited Hong Kong Dormant 3

4 Place of Nature of business prior Name of subsidiaries incorporation to Debt Restructuring Guangdong Credit Limited Hong Kong Investment holding Electric Assets Limited BVI Investment holding Mega Star Investments Limited Hong Kong Trading of securities Rise Ocean International Limited Hong Kong Investment Holding Sinolink (Qianjiang) Power Enterprises China Electric Company Limited Guangdong Capital Holdings Limited Hong Kong Investment holding Amchamp Industrial Limited Hong Kong Trading & investment holding Group Silver Development Limited Hong Kong Investment holding Guangdong Funds Management Limited Hong Kong Fund management Hallton Properties Limited Hong Kong Investment holding Hangxin Hitech Resources Holding Limited BVI Investment holding Kaman Investments Limited Hong Kong Property development Pacific Regent Company Limited Hong Kong Dormant Reenton Development Limited Hong Kong Investment holding Soon Shing Development Limited Hong Kong Investment holding Standard Paper Bag Works Limited Hong Kong Paper product manufacturing and sale Topdisc Multimedia (Hong Kong) Co., Limited Hong Kong Investment holding Guangdong Agriculture Company Limited Hong Kong Investment holding Guangdong Agriculture (Seeds) Limited Hong Kong Import and export trading Sellon Investment Limited Hong Kong Dormant Senesen Industries Limited Hong Kong Property Investment Gold Jet Investments Limited Hong Kong Investment holding Guangdong Easturo (Enterprises) Limited Hong Kong Investment holding Yat Faith Investment Limited Hong Kong Dormant Whole Universe Investments Limited Hong Kong Investment holding Gold Stand Limited Hong Kong Restaurant operations Mr. Liang was the chairman of Guangdong (H.K.) Tours Company Limited ( GD Tour ) from 3 May 2002 to 17 February GD Tour was a wholly-owned subsidiary of Guangdong Investment Limited ( GDI ) during the period from 6 January 1992 to 30 March GD Tour became a wholly owned subsidiary of GDH from 31 March On 12 June 2003, a petition for the winding up of GD Tour was presented to the High Court of Hong Kong (the Court ) by two creditors of GD Tour for a total indebtedness of HK$222,385, together with interest accrued thereon. The petition was heard on 6 August 2003 whereupon the winding up order was granted by the Court. On 8 December 2003 the liquidators of GD Tour were appointed. An order by the Court was made on 16 January 2004 for the winding up of GD Tour to be conducted as if it were a creditors voluntary winding up. Total claims received by the liquidators were in the amount of approximate HK$316,000,000. A final meeting of members and creditors of GD Tours was held on 31 January GD Tours had been dissolved on 7 May

5 Mr. LI Wai Keung, aged 54, was appointed a non-executive director of the Company in October Mr. Li graduated from the Hong Kong Polytechnic and holds a Master s degree in Business Administration from the University of East Asia. He is a Fellow of the Association of Chartered Certified Accountants and the Hong Kong Institute of Certified Public Accountants. Mr. Li had worked for Henderson Land Development Company Limited (a company listed on The Stock Exchange of Hong Kong Limited (the Stock Exchange )). Mr. Li was appointed a non-executive director of GDI in May He acted as an executive director and the chief financial officer of GDI from July 2006 to April 2008 and was thereafter re-designated as a non-executive director of GDI. GDI is a fellow subsidiary of the Company and a listed company in Hong Kong. Mr. Li has been an executive director and the chief financial officer of GDH since August 2000 and is currently the chief financial officer of Guangdong Holdings as well. GDH and Guangdong Holdings are the immediate holding company and the ultimate holding company, respectively, of the Company. He is also an independent non-executive director of Shenzhen Investment Limited, Hans Energy Company Limited and China South City Holdings Limited (the above three companies are listed on the Stock Exchange ) and a director of Shenzhen City Airport (Group) Company Limited. He is a member on the Council of the Hong Kong Chinese Orchestra Limited and the vice chairman of the Financial and Accounting Affairs Steering Committee of the Hong Kong Chinese Enterprises Association. He was an independent non-executive director of Hong Long Holdings Limited (a company listed on the Stock Exchange) for the period from March 2010 to May Other than as stated above, Mr. Li is not related to any director, senior management nor any substantial or controlling shareholder of the Company and he did not have any directorship in other public companies the securities of which are listed on any securities market in Hong Kong or overseas in the past three years. As at the date of this announcement, Mr. Li is interested in 1,340,000 ordinary shares in GDI and has a derivative interest in respect of 2,010,000 ordinary shares in GDI within the meaning of Part XV of the SFO, which represents Mr. Li s entitlement to subscribe for 2,010,000 ordinary shares in GDI. Save as disclosed above, as at the date of this announcement, Mr. Li does not have any interest in shares and/or underlying shares of the Company or its associated corporations within the meaning of Part XV of the SFO. There is no service contract between the Company and Mr. Li. He is not appointed for a specific term. For the period from October 2011 to March 2012, Mr. Li was a non-executive director of the Company. Mr. Li will hold office until the conclusion of the first general meeting of the Company after his appointment and will then be eligible for re-election and is subject to retirement by rotation and re-election at least once every three years in accordance with the Bye-laws. In accordance with the Bye-laws, Mr. Li is entitled to such director s fee as may be approved by the Board of the Company. Emoluments (if any) for Mr. Li will be determined by reference to his job responsibilities and the prevailing market conditions. Mr. Li is not currently receiving any remuneration from the Company. 5

6 Conclusion Save as disclosed above, there are no other matters relating to the above appointment of director and re-designation of director that need to be brought to the attention of the shareholders of the Company nor any other information to be disclosed pursuant to the requirement of Rule 13.51(2) of the Rules Governing the Listing of Securities on the Stock Exchange. The Board would like to express its warm welcome to Mr. LIANG Jiang in joining the Board and Mr. LI Wai Keung being re-designated as an executive director of the Company. Hong Kong, 8 March 2012 By Order of the Board HUANG Xiaofeng Chairman As at the date of this announcement, the Board (subsequent to the above changes of directors) comprises four executive directors, namely Mr. YE Xuquan, Mr. JIANG Guoqiang, Mr. LIANG Jiang and Mr. LI Wai Keung; five non-executive directors, namely Mr. HUANG Xiaofeng, Ms. XU Wenfang, Mr. HUANG Zhenhai, Mr. LUO Fanyu and Ms. LIANG Jianqin; and three independent non-executive directors, namely Mr. Alan Howard SMITH, Mr. Felix FONG Wo and Mr. Vincent Marshall LEE Kwan Ho. * For identification purpose only 6