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Somerley Limited THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this Document, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this Document. If you are in any doubt as to any aspect of this Document or as to the action to be taken, you should consult your licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser. If you have sold or otherwise transferred all your shares in Harbin Brewery Group Limited, you should at once hand this Document to the purchaser or the transferee or to the bank, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee. (Incorporated in the Cayman Islands with limited liability) (Stock Code: 0249) Mandatory Cash Offer by Morgan Stanley Dean Witter Asia Limited on behalf of Anheuser-Busch Hong Kong Investment Company, Limited for all the issued shares of Harbin Brewery Group Limited (other than those held by the Offeror and parties acting in concert with it) Financial Adviser to Harbin Brewery Group Limited CLSA Equity Capital Markets Limited Independent Financial Adviser to the Independent Board Committee of Harbin Brewery Group Limited SOMERLEY LIMITED A letter from the Board in respect of the Offer is set out on pages 1 to 5 of this Document. A letter from the Independent Board Committee containing its recommendation in respect of the Offer to the Independent Shareholders is set out on pages 6 to 7 of this Document. A letter from the Independent Financial Adviser containing its advice to the Independent Board Committee in respect of the Offer is set out on pages 8 to 32 of this Document. 17 June 2004 CONTENTS Page Letter from the Board ..................................................... 1 Letter from the Independent Board Committee .................................. 6 Letter from Somerley ...................................................... 8 Appendix I — Financial Information of the Group .......................... 33 Appendix II — Property Valuations ....................................... 83 Appendix III — General Information ...................................... 148 Definitions ............................................................... 160 —i— LETTER FROM THE BOARD (Incorporated in the Cayman Islands with limited liability) Rule 8.4 Sch II-1 Directors: Registered office: Li Wentao Century Yard, Cricket Square Lo Peter Hutchins Drive Fu Hui George Town Au Peter Jeva Grand Cayman Bao Liusuo British West Indies Dr. Tong Kay Tak Tom* Dr. Sit Fung Shuen Victor** Principal place of business in Hong Kong: Zhu Wenwei* Suite 615, 6th Floor Sam Zuchowski** One International Finance Centre 1 Harbour View Street * Non-Executive Directors Central, Hong Kong ** Independent Non-Executive Directors 17 June 2004 To the Shareholders and, for information only, Optionholders Dear Sir or Madam, MANDATORY CASH OFFER 1 INTRODUCTION On 1 June 2004, Anheuser-Busch announced that Morgan Stanley, on behalf of the Offeror, being an indirect wholly owned subsidiary of Anheuser-Busch, would make a mandatory cash offer for all the issued Shares (other than those already held by the Offeror and parties acting in concert with it) for cash at a price of HK$5.58 per Share. Details of the Offer are set out in the Offer Document. — 1 — LETTER FROM THE BOARD The Board refers to the Announcement, which was in respect of the announcement by SABMiller that the SABMiller Offer will not be extended beyond its first closing date (being 21 June 2004) and, if Anheuser-Busch posted its Offer Document before that date, the SABMiller Offer would be formally withdrawn. Accordingly, as the Offer Document has been despatched the SABMiller Offer will be formally withdrawn and will no longer be capable of being accepted by Shareholders. The Board comprises Mr Li Wentao, Mr Peter Lo, Mr Fu Hui, Mr Peter Jeva Au and Mr Bao Liusuo, being executive Directors (all of whom, save for Mr Peter Jeva Au, are salaried employees of the Company), Mr Zhu Wenwei and Dr. Tong Kay Tak Tom, being non-executive Directors, and Dr. Sit Fung Shuen Victor and Mr Sam Zuchowski, who are both independent non-executive Directors. Mr Roy Bagattini and Mr Jonathan Solesbury resigned as Directors on 16 June 2004. CLSA has been appointed as the Company’s financial adviser in respect of the Offer. 2 TERMS OF THE OFFER The Offer is being made on the basis of HK$5.58 in cash for each Share. This represents a premium of approximately 9.4% to the closing price of HK$5.10 per Share on 31 May 2004, being the last trading day prior to the announcement of the Offer by Anheuser-Busch, and a premium of approximately 73.0% to the closing price of HK$3.225 per Share on 30 April 2004, being the last trading day prior to the announcement of the SABMiller Offer by SABMiller. The Offer values the whole of the Company’s existing issued share capital at approximately HK$5,596 million. 3 BACKGROUND TO AND CONSIDERATION OF THE OFFER In accordance with Rule 8.4 of the Code, the Company is sending this Document to Shareholders within 14 days of the posting of the Offer Document to provide certain information in connection with the Offer. The attention of Shareholders is drawn to the letter from Somerley, the Independent Financial Adviser, on pages 8 to 32 of this Document, which sets out the background to the Offer and to the letter from the Independent Board Committee, on pages 6 to 7 of this Document, which sets out its recommendation in respect of the Offer. As stated in the Announcement, the Board welcomes the withdrawal of the SABMiller Offer, which, now that the Offer Document has been despatched, will be formally withdrawn, and notes that SABMiller has publicly stated that it will be accepting the Offer. The Board fully supports the Offer and warmly welcomes Anheuser-Busch becoming part of the Group. — 2 — LETTER FROM THE BOARD The attention of Shareholders is drawn to the Offer Document in relation to information on Anheuser-Busch and its reasons for making the Offer. The Board believes that Anheuser-Busch can provide strategic benefits to the Company and in particular that Anheuser-Busch’s expertise and recent success in China in promoting its Budweiser brand across the country will benefit the Company in establishing a nationwide brand for Harbin beer. The Board fully expects the management and employees of the Company as a whole to support the Offer and Anheuser-Busch becoming part of the Group. The Board has also read the advice of the Independent Financial Adviser, who has been appointed to advise the Independent Board Committee. Details of Somerley’s advice and the principal factors it took into consideration in arriving at its recommendations are set out in the letter from Somerley on pages 8 to 32 of this Document. The Board notes that the Independent Financial Adviser considers that the terms of the Offer are fair and reasonable so far as the Independent Shareholders are concerned and the Board notes the Independent Board Committee’s recommendation to accept the Offer as soon as practicable. 4 THE COMPANY AND EMPLOYEES Anheuser-Busch has stated that it intends to work closely with the management of the Company Sch II-1 Note 6 to develop, promote and expand the future growth of the Company by participating with management in the operation of the Company and improving its overall competitiveness. In addition, Anheuser- Busch has stated that it expects to identify areas where it can facilitate the development of co-operative efforts between the Company, the Budweiser Wuhan International Brewing Company and Tsingtao Brewery Company Limited to create synergies and growth opportunities for the three brewery operations. Anheuser-Busch has stated that its intention is that the Company will continue its principal business activities and that the management, control and daily operations of the Group will be carried out by the existing directors of the Company along with additional directors appointed by Anheuser-Busch in the future. Furthermore, the Offeror has stated that it does not intend to make any material changes to the existing management and employees of the Group following the closing of the Offer. The Board welcomes the stated intentions of Anheuser-Busch and the Offeror in respect of the Company and its employees and looks forward to Anheuser-Busch becoming part of the Group and the potential strategic benefits to the Company that this may bring. 5 OPTIONHOLDERS Subject only to the Offer being declared or becoming unconditional, in consideration of an Optionholder undertaking irrevocably not to exercise his or her Options at any time, the Offeror will make a cash payment to the relevant Optionholders of an amount equal to the difference between HK$5.58 and the exercise price of such Option. — 3 — LETTER FROM THE BOARD The Option Offer will be set out in a letter and an accompanying form of election which will be sent to Optionholders by Morgan Stanley, on behalf of the Offeror, once the Offer becomes or is declared unconditional. As at the Latest Practicable Date, so far as the Board is aware, no Optionholder has undertaken to accept the Option Offer. The Board notes that if an Optionholder chooses not to give the irrevocable undertaking not to exercise his or her Options at any time, he or she will
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