Tsingtao Brewery Company Limited (SHA:600600, HKG:0168) (Tsingtao Brewery) announced that Suntory (China) Holding Co., Ltd. (Suntory) and it have entered into a business JV framework agreement and a sales JV framework agreement.

Pursuant to the business JV framework agreement, the two parties agreed that Tsingtao Brewery Shanghai Songjiang Company Limited (Tsingtao Songjiang), a subsidiary of Tsingtao Brewery, shall be a platform company in which both parties will consolidate their respective Tsingtao Business Target Assets (which are 100% equity interests in each of Tsingtao Songjiang, Tsingtao Suqian, Tsingtao Pengcheng and Tsingtao Yangzhou and 66% equity interest in Tsingtao Xuzhou) and Suntory Business Target Assets (which are 100% equity interests in each of Suntory New Sales Subsidiary and Suntory Market Service) into Tsingtao Songjiang to form a business JV company.

Tsingtao Brewery will inject the said assets into Tsingtao Songjiang through internal reorganization by way of equity transfer and capital injection. Tsingtao Songjiang will acquire the said assets from Suntory, Hong Kong Huihe Holdings Company Limited, Weiliang Enterprise (Australia) Company Limtied and Japan Suntory Alcohol Company at a cash consideration of RMB1.336 billion.

Upon completion of the internal reorganization and assets acquisition, Suntory will inject RMB1.352 billion of cash into Tsingtao Songjiang to obtain 50% equity interest in the business JV company, and will be entitled to appoint the majority of its board of directors.

Pursuant to the sales JV framework agreement, Tsingtao Brewery and Suntory agreed to each inject RMB10 million in cash for the establishment of a sales JV company and to each hold 50% equity interest in the sales JV company. The two parties will, by way of equity transfer and transfer of assets and businesses, consolidate the Tsingtao Sales Target Assets and the Suntory Sales Target Assets into the sales JV company.

After the establishment of the sales JV company, Tsingtao Brewery will be entitled to appoint the majority of the board of directors of the sales JV company.