IMPORTANT If you are in any doubt about any of the contents of this prospectus, you should obtain independent professional advice. Budweiser Brewing Company APAC Limited 百威亞太控股有限公司 (Incorporated in the Cayman Islands with limited liability) GLOBAL OFFERING Number of Offer Shares under : 1,262,350,000 Shares (subject to the the Global Offering Offer Size Adjustment Option and the Over-allotment Option) Number of Hong Kong Offer Shares : 63,118,000 Shares (subject to reallocation and the Offer Size Adjustment Option) Number of International Offer Shares : 1,199,232,000 Shares (subject to reallocation, the Offer Size Adjustment Option and the Over- allotment Option) Maximum Offer Price : HKD30.00 per Offer Share plus brokerage of 1.0%, SFC transaction levy of 0.0027% and Stock Exchange trading fee of 0.005% (payable in full on application in Hong Kong dollars and subject to refund) Nominal value : USD0.00001 per Share Stock Code : 1876 Joint Sponsors Joint Global Coordinators, Joint Bookrunners and Joint Lead Managers Other Joint Bookrunners and Joint Lead Managers Other Joint Lead Managers Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited and Hong Kong Securities Clearing Company Limited take no responsibility for the contents of this prospectus, 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 prospectus. A copy of this prospectus, having attached thereto the documents specified in “Appendix VI – Documents Delivered to the Registrar of Companies and Available for Inspection,” has been registered by the Registrar of Companies in Hong Kong as required by Section 342C of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Chapter 32 of the Laws of Hong Kong). The Securities and Futures Commission and the Registrar of Companies in Hong Kong take no responsibility as to the contents of this prospectus or any other documents referred to above. The Offer Price is expected to be determined by agreement between the Joint Representatives (for themselves and on behalf of the Underwriters) and the Company on the Price Determination Date, which is expected to be on or about Monday, 23 September 2019 and, in any event, not later than Wednesday, 25 September 2019. The Offer Price will not be more than HKD30.00 per Offer Share and is expected to be not less than HKD27.00 per Offer Share, unless otherwise announced. The obligations of the Hong Kong Underwriters under the Hong Kong Underwriting Agreement to subscribe for, and to procure subscribers for, the Hong Kong Offer Shares, are subject to termination by the Joint Representatives (for themselves and on behalf of the Underwriters) if certain events shall occur prior to 8:00 a.m. on the Listing Date. Such grounds are set out in the section headed “Underwriting” in this prospectus. The Offer Shares have not been and will not be registered under the US Securities Act or any state securities law in the US and may not be offered, sold, pledged or transferred within the US, except that Offer Shares may be offered, sold or delivered (a) in the US solely to qualified institutional buyers in reliance on Rule 144A or another exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act or (b) outside the US in offshore transactions in reliance on Regulation S. Prior to making an investment decision, prospective investors should consider carefully all of the information set out in this prospectus, including the risk factors set out in “Risk Factors.” The obligations of the Hong Kong Underwriters under the Hong Kong Underwriting Agreement are subject to termination by the Joint Representatives (on behalf of the Underwriters) if certain grounds arise prior to 8:00 a.m. on the Listing Date. Such grounds are set out in “Underwriting.” 18 September 2019 EXPECTED TIMETABLE(1) Hong Kong Public Offering commences and WHITE and YELLOW Application Forms available from ....................9:00 a.m. on Wednesday, 18 September 2019 Latest time for completing electronic applications under the White Form eIPO service through the designated website at www.eipo.com.hk(2) ..............11:30 a.m. on Monday, 23 September 2019 Application lists open(3) ................11:45 a.m. on Monday, 23 September 2019 Latest time for (a) lodging WHITE and YELLOW Application Forms, (b) completing payment for White Form eIPO applications by effecting internet banking transfer(s) or PPS payment transfer(s) and (c) giving electronic application instructions to HKSCC ........................12:00 noon on Monday, 23 September 2019 Application lists close(3) ...............12:00 noon on Monday, 23 September 2019 Expected Price Determination Date ..................Monday, 23 September 2019 (1) Announcement of the Offer Price, the level of indications of interest in the International Offering, the level of applications in the Hong Kong Public Offering and the basis of allocations of the Hong Kong Offer Shares to be published in the South China Morning Post (in English) and the Hong Kong Economic Times (in Chinese) on or before ........................Friday, 27 September 2019 (2) Results of allocations in the Hong Kong Public Offering to be available through a variety of channels as described in “How to Apply for Hong Kong Offer Shares – Publication of Results” from..............Friday, 27 September 2019 (3) Announcement containing (1) and (2) above to be published on the websites of the Company and the Stock Exchange at www.budweiserapac.com and www.hkexnews.hk from ....................Friday, 27 September 2019 Results of allocations in the Hong Kong Public Offering will be available at www.iporesults.com.hk (alternatively: English https://www.eipo.com.hk/en/Allotment; Chinese https://www.eipo.com.hk/zh-hk/Allotment) with a “search by ID” function from ..................Friday, 27 September 2019 Dispatch of Share certificates and e-Refund payment instructions/refund cheques on or before(4)(5) ..........Friday, 27 September 2019 Dealings in the Shares on the Stock Exchange expected to commence at 9:00 a.m. on .............Monday, 30 September 2019 –i– EXPECTED TIMETABLE(1) Notes: (1) All dates and times refer to Hong Kong dates and times. (2) You will not be permitted to submit your application under the White Form eIPO service through the designated website at www.eipo.com.hk after 11:30 a.m. on the last day for submitting applications. If you have already submitted your application and obtained a payment reference number from the designated website prior to 11:30 a.m., you will be permitted to continue the application process (by completing payment of the application monies) until 12:00 noon on the last day for submitting applications, when the application lists close. (3) If there is/are a “black” rainstorm warning signal, a tropical cyclone warning signal number 8 or above and/or Extreme Conditions in force in Hong Kong at any time between 9:00 a.m. and 12:00 noon on Monday, 23 September 2019, the application lists will not open and close on that day. See “How to Apply for Hong Kong Offer Shares.” (4) The Share certificates will only become valid at 8:00 a.m. on the Listing Date, which is expected to be Monday, 30 September 2019, provided that the Global Offering has become unconditional in all respects at or before that time. Investors who trade Shares on the basis of publicly available allocation details or prior to the receipt of the Share certificates or prior to the Share certificates becoming valid do so entirely at their own risk. (5) e-Refund payment instructions/refund cheques will be issued in respect of wholly or partially unsuccessful applications and in respect of successful applications if the Offer Price is less than the price payable on application. For details of the structure of the Global Offering, including its conditions, and the procedures for applications for Hong Kong Offer Shares, see “Structure of the Global Offering” and “How to Apply for Hong Kong Offer Shares,” respectively. If the Global Offering does not become unconditional or is terminated in accordance with its terms, the Global Offering will not proceed. In such a case, the Company will make an announcement as soon as practicable thereafter. –ii– CONTENTS IMPORTANT NOTICE TO INVESTORS You should rely only on the information contained in this prospectus and the Application Forms to make your investment decision. The Hong Kong Public Offering is made solely on the basis of the information contained and the representations made in this prospectus. Neither the Company nor any of the Relevant Persons (as defined in this prospectus) has authorized anyone to provide you with any information or to make any representation that is different from what is contained in this prospectus. Any information or representation not made in this prospectus must not be relied on by you as having been authorized by the Company or any of the Relevant Persons. Page Expected Timetable................................................ i Contents ......................................................... iii Summary......................................................... 1 Overview of the Global Offering ..................................... 23 Responsibility Statement and Forward-Looking Statements ............. 25 Risk Factors ..................................................... 28 Directors and Parties Involved in the Global