TSINGTAO 青岛啤酒 青 島 啤 酒 股 份 有 限 公 司 TSINGTAO BREWERY CO., LTD. (Stock Code 比例代表 : 168) 903 中期報告 INTERIM REPORT 目錄 頁碼 財務報告（未經審計） 2 管理層討論與分析 112 重要事項 118 股本變動及股東情況 120 董事、監事和員工情況 122 購入、出售或贖回證券 123 未經審核中期業績之審閱 123 企業管治守則 123 釋義 123 公司資料 124 2023年中期報告 1 青島啤酒股份有限公司 合併及公司資產負債表 2023年6月30日 （除特別註明外，金額單位為人民幣元） | --- | --- | --- | --- | --- | --- | |-------|--------------|---------|----------|---------|----------| | | | 2023年 | 2022年 | 2023年 | 2022年 | | | 附註四 | 6月30日 | 12月31日 | 6月30日 | 12月31日 | | 資產 | （除另註外） | 合併 | 合併 ...

Financial Performance - The company's operating revenue for the six months ended June 30, 2023, was RMB 21,591,789,633, representing an increase of 12.0% compared to RMB 19,272,658,300 for the same period in 2022[11]. - The net profit attributable to shareholders for the first half of 2023 was RMB 3,425,652,286, up 20.1% from RMB 2,852,094,449 in the same period last year[11]. - For the six months ended June 30, 2023, the total profit amounted to RMB 4,604,120,036, an increase from RMB 3,845,104,398 for the same period in 2022, representing a growth of approximately 19.7%[20]. - The net profit for the six months ended June 30, 2023, was 3,481,281,257, compared to 2,908,316,326 for the same period in 2022, indicating a year-over-year increase of about 19.66%[28]. - The net profit attributable to shareholders after deducting non-recurring gains and losses was RMB 3.23 billion, up 24.6% year-on-year[31]. Equity and Liabilities - The company's total liabilities as of June 30, 2023, amounted to RMB 24,992,499,613, an increase from RMB 24,039,387,261 at the end of 2022[10]. - The total equity attributable to shareholders increased to RMB 26,552,653,730 as of June 30, 2023, compared to RMB 25,494,821,703 at the end of 2022, reflecting a growth of 4.2%[10]. - The total current liabilities as of June 30, 2023, were RMB 20,671,550,183, compared to RMB 19,671,788,734 at the end of 2022, showing an increase of 5.1%[10]. - The company reported a significant increase in accounts payable, which rose to RMB 4,765,502,796 as of June 30, 2023, from RMB 3,463,768,573 at the end of 2022, indicating increased operational activity[10]. - The total liabilities of the company amounted to 24,774,003,611, reflecting an increase from 22,520,212,672 in the previous year[30]. Profitability Metrics - The company's gross profit margin for the first half of 2023 was approximately 38.9%, compared to 38.2% for the same period in 2022[11]. - The company reported a basic earnings per share of RMB 2.516 for the first half of 2023, compared to RMB 2.100 for the same period in 2022, representing a growth of 19.8%[11]. - The diluted earnings per share for the six months ended June 30, 2023, was RMB 2.515, up from RMB 2.099 for the same period in 2022, indicating an increase of approximately 19.8%[24]. - The company reported a total tax expense of RMB 1,122,838,779 for the six months ended June 30, 2023, compared to RMB 936,788,072 for the same period in 2022, marking an increase of about 19.8%[20]. Research and Development - Research and development expenses for the first half of 2023 were RMB 22,160,455, up from RMB 17,002,004 in the same period last year, indicating a focus on innovation[11]. Market and Product Development - The company plans to continue expanding its market presence and investing in new product development to drive future growth[11]. - The company launched new products, including a 1-liter premium raw beer and a 1-liter crystal pure draft beer, catering to the growing demand for fresh and high-end beer products[32]. - The main brand, Tsingtao Beer, achieved a sales volume of 2.812 million kiloliters, with an 8.2% year-on-year increase; high-end products saw a sales volume of 1.975 million kiloliters, growing by 15%[31]. - In the first half of 2023, the company achieved a product sales volume of 5.023 million kiloliters, representing a year-on-year growth of 6.5%[31]. - The company initiated the "120th Re-launch" strategy to strengthen its core beer business and enhance market competitiveness[32]. Operational Efficiency - The company achieved a gross profit of 3,642,048,848, which is a critical indicator of its operational efficiency[28]. - The operating costs for the company were 11,930,613,027, which is a significant portion of the total revenue[28]. - The company reported a total non-current asset increase of 986,276,273 during the period, compared to a decrease in the previous year[28]. - The total non-current assets as of June 30, 2023, were valued at 16,003,852,685, compared to 15,897,464,871 in the previous year, showing a slight increase[30]. Dividends - The company declared a cash dividend of RMB 1.80 per share for the fiscal year 2022, totaling RMB 2,455,619,022 distributed as of August 11, 2023[18]. - The company has not declared an interim dividend for the six months ended June 30, 2023, compared to no interim dividend declared for the same period in 2022[18]. Legal Matters - There were no significant new lawsuits or arbitration matters during the reporting period[35].

Financial Performance - Qingdao Beer reported a revenue of CNY 21,591,789,633 for the first half of 2023, representing a 12.03% increase compared to CNY 19,272,658,300 in the same period last year[12]. - The net profit attributable to shareholders was CNY 3,425,652,286, which is a 20.11% increase from CNY 2,852,094,449 year-on-year[12]. - The net profit after deducting non-recurring gains and losses reached CNY 3,227,954,258, marking a 24.61% increase compared to CNY 2,590,369,456 in the previous year[12]. - The basic earnings per share increased to CNY 2.516, up 19.81% from CNY 2.100 in the same period last year[13]. - The weighted average return on equity rose to 12.58%, an increase of 0.93 percentage points compared to 11.65% in the previous year[13]. - The company's total operating revenue for the first half of 2023 reached RMB 21.59 billion, representing a 12.0% increase from RMB 19.27 billion in the same period of 2022[99]. - The net profit attributable to shareholders of the parent company was RMB 3.43 billion, up 20.1% from RMB 2.85 billion year-on-year[99]. - The operating profit for the first half of 2023 was RMB 4.60 billion, an increase of 19.7% compared to RMB 3.85 billion in the previous year[99]. - The total comprehensive income for the first half of 2023 was RMB 3.49 billion, compared to RMB 2.90 billion in the same period last year, marking an increase of 20.4%[99]. Operational Highlights - In the first half of 2023, the company achieved a product sales volume of 5.023 million kiloliters, representing a year-on-year increase of 6.5%[17]. - The sales volume of the main brand, Tsingtao Beer, was 2.812 million kiloliters, with a year-on-year growth of 8.2%, and high-end products saw a sales increase of 15%[18]. - The company operates 57 wholly-owned and controlling beer production enterprises across 20 provinces, municipalities, and autonomous regions in China, maintaining a leading position in the domestic beer industry[16]. - The company’s products are sold in over 120 countries and regions worldwide, enhancing its international brand recognition[16]. Research and Development - Research and development expenses increased by 30.34% year-on-year, primarily due to higher spending on new product development[21]. - The company launched new high-end fresh beer products, enhancing its product offerings and meeting growing consumer demand[18]. - Ongoing research and development efforts focus on improving brewing efficiency and reducing waste generation[49]. Financial Position - The company has a total asset value of CNY 52,331,125,266, which is a 4.01% increase from CNY 50,311,699,796 at the end of the previous year[12]. - The total assets of the company as of June 30, 2023, were RMB 27,338,625,653, reflecting a robust asset base[101]. - The company's equity attributable to shareholders rose to RMB 26.55 billion from RMB 25.49 billion, representing an increase of about 4.16%[98]. - The total current liabilities amounted to RMB 20.67 billion, up from RMB 19.67 billion, indicating a growth of approximately 5.08%[98]. Cash Flow - The net cash flow from operating activities was CNY 4,600,493,439, showing a slight decrease of 2.51% from CNY 4,719,012,228 in the same period last year[12]. - Total cash inflow from operating activities for the six months ended June 30, 2023, was RMB 21,693,753,265, an increase from RMB 19,996,298,792 in the same period of 2022, representing a growth of approximately 8.5%[100]. - The cash flow from tax payments for the six months ended June 30, 2023, was RMB 3,328,402,216, compared to RMB 2,698,327,142 in the same period of 2022, representing an increase of about 23.4%[100]. Environmental Compliance - The company has complied with environmental discharge standards, with no exceedances reported for wastewater discharge across its various breweries[36]. - The company’s wastewater treatment processes are in line with the national standards for the beer industry, ensuring environmental responsibility[36]. - The company has established online monitoring devices at all wastewater discharge outlets to ensure stable compliance with discharge standards[66]. - The company has not faced any administrative penalties for environmental issues during the reporting period[67]. Shareholder Information - The company has a total of 49,086 common stock shareholders as of the end of the reporting period, including 48,842 A-share and 244 H-share holders[87]. - The company’s total share capital remains at 1,364,232,790 shares, with no new shares issued during the reporting period[83]. - The top ten shareholders hold a total of 1,364,000,000 shares, representing 99.99% of the total shares[88]. Strategic Initiatives - The company initiated the "120th Re-launch" strategy to strengthen its core beer business and enhance market competitiveness[18]. - The company is exploring new product lines to diversify its offerings and capture additional market share[49]. - Strategic acquisitions are being considered to enhance market presence and operational capabilities[49].

证券代码：600600 证券简称：青岛啤酒 编号：2023-030 青岛啤酒股份有限公司 关于使用自有资金认购结构性存款产品的公告 本公司董事会及全体董事保证本公告内容不存在任何虚假记载、误导性陈述或者重大遗 漏，并对其内容的真实性、准确性和完整性承担法律责任。 重要内容提示： ● 履行的审议程序：青岛啤酒股份有限公司（以下简称"公司"或"本公司"） 第十届董事会第十二次会议、第十届监事会第十二次会议分别审议通过了《关于 公司开展结构性存款业务的议案》，本议案无需提交公司股东大会审议。 一、 年度投资计划概况 （一）投资目的 为提升公司闲置自有资金的使用效率、实现公司资本的保值增值，本着稳健、 谨慎的操作原则，在确保公司生产经营资金需求和资金安全的前提下，利用闲置 自有资金进行结构性存款投资。 （二）资金来源 1.资金来源的一般情况 投资结构性存款的资金来自于公司的闲置自有资金。 （三）产品的基本情况 1、产品类型 挂钩型银行结构性存款，银行承诺本金按时兑付，并实现浮动收益。 2、投资额度 1 ● 受托方：已上市的股份制商业银行 ● 未来 12 个月内公司计划继续进行结构性存款业务，单日最高余额不超过人民 币 ...

青岛啤酒股份有限公司独立董事 关于公司第十届董事会第十二次会议审议 相关议案的独立意见 根据《上市公司独立董事规则》、《上海证券交易所股票上市规则》等相关 法律法规和《青岛啤酒股份有限公司章程》（以下简称"《公司章程》"）的相关 规定，我们作为青岛啤酒股份有限公司（以下简称"公司"或"本公司"）的 独立董事，基于独立客观判断，就公司第十届董事会第十二次会议审议的《关 于公司开展结构性存款业务的议案》发表独立意见如下： 在保障公司正常经营和资金需求的前提下，公司本次使用单日最高余额不 超过 80 亿元的闲置自有资金购买安全性高、流动性好、低风险的结构性存款 产品，可以获得一定的收益，提高资金使用效率。相关决策程序符合法律法规 和公司章程的规定，不存在损害公司及公司股东特别是中小股东利益的情形。 因此，我们同意公司董事会会议审议通过的上述议案，并同意公司将本意 见同相关决议一并公告。 独立董事：肖耿、盛雷鸣、姜省路、张然、宋学宝 2023 年 8 月 25 日 1 ...

一、审议通过审议通过公司 2023 年半年度报告（未经审计）。 监事会认为，公司 2023 年半年度报告的编制和审议程序符合现行法律、法规和 相关监管规定，报告内容真实、准确、完整地反映了公司的经营情况和财务状况。 监事会同意通过该议案。 二、审议通过关于公司开展结构性存款业务的议案。 上述议案的同意票数均为 5 票，无反对票和弃权票。 特此公告。 证券代码：600600 证券简称：青岛啤酒 公告编号：2023-029 青岛啤酒股份有限公司 第十届监事会第十二次会议决议公告 本公司监事会及全体监事保证本公告内容不存在任何虚假记载、误导性陈述 或者重大遗漏，并对其内容的真实性、准确性和完整性承担法律责任。 青岛啤酒股份有限公司（以下简称"本公司"或"公司"）第十届监事会第十二 次会议（以下简称"会议"）于 2023 年 8 月 25 日以书面议案会议方式召开，会议通 知及会议材料于会议召开前以书面形式发出，会议应参与表决监事 5 人，实际表决 监事 5 人。会议的召开符合《中华人民共和国公司法》和《青岛啤酒股份有限公司 章程》的有关规定，决议合法、有效。经全体监事审议表决，通过了如下议案： 青岛啤酒股份有限公司 ...

青岛啤酒股份有限公司 第十届董事会第十二次会议决议公告 本公司董事会及全体董事保证本公告内容不存在任何虚假记载、误导性陈述 或者重大遗漏，并对其内容的真实性、准确性和完整性承担法律责任。 一、董事会会议召开情况 青岛啤酒股份有限公司（"公司"）第十届董事会第十二次会议（"会议"） 于 2023 年 8 月 25 日以书面议案会议的方式召开，会议通知及会议材料已于会前 向全体董事发出，会议应参与表决董事 9 人，实际签署会议决议董事 9 人，本次 会议的召集和召开符合《中华人民共和国公司法》等法律、行政法规、部门规章、 规范性文件和《青岛啤酒股份有限公司章程》（"《公司章程》"）的规定。 二、董事会会议审议情况 经全体董事审议表决，通过了以下议案： 证券代码：600600 证券简称：青岛啤酒 公告编号：2023-028 1、审议通过公司 2023 年半年度报告（未经审计），授权公司董事会秘书根 据公司上市地交易所上市规则的规定和要求进行相关信息披露。 2、审议通过关于公司开展结构性存款业务的议案，同意未来 12 个月(2023 年 9 月 30 日-2024 年 9 月 29 日）开展单日最高余额不超过 80 ...

减持主体于 2023 年 8 月 18 日向本公司发送《关于减持青岛啤酒股票进展告 知函》，截至本公告披露日，减持主体尚未减持。本次减持计划时间过半，本次 减持计划尚未实施完毕。 证券代码：600600 证券简称：青岛啤酒 公告编号：2023-027 青岛啤酒股份有限公司董事、高级管理人员 集中竞价减持股份时间过半暨进展公告 本公司董事会、全体董事及相关股东保证本公告内容不存在任何虚假记载、 误导性陈述或者重大遗漏，并对其内容的真实性、准确性和完整性承担法律责任。 重要内容提示： 董事、高级管理人员持股的基本情况 截至本公告日，青岛啤酒股份有限公司（以下简称"本公司"或"公司"） 本次计划减持的董事、高级管理人员王瑞永先生、侯秋燕先生、蔡志伟先生、徐 楠女士、张瑞祥先生（以下简称"减持主体"）合计持有公司股份 477,500 股， 约占本公司已发行股份总数（即 1,364,232,790 股，下同）的 0.0350%。减持主 体持股的基本情况详见"一、集中竞价减持主体减持前基本情况"。 集中竞价减持计划的进展情况 公司于 2023 年 4 月 25 日披露了《青岛啤酒股份有限公司董事、高级管理人 员集中竞价减 ...

Financial Performance - In Q1 2023, the company achieved operating revenue of RMB 10.71 billion, representing a year-on-year increase of 16.27%[4] - The net profit attributable to shareholders was RMB 1.45 billion, up 28.86% compared to the same period last year[4] - The net profit attributable to shareholders after deducting non-recurring gains and losses reached RMB 1.35 billion, reflecting a growth of 32.07% year-on-year[4] - The net cash flow from operating activities was RMB 1.81 billion, an increase of 94.29% year-on-year[4] - Total operating revenue for Q1 2023 reached ¥10,706,181,672, an increase of 16.3% compared to ¥9,208,137,288 in Q1 2022[18] - Net profit for Q1 2023 was ¥1,473,322,258, representing a growth of 28.0% from ¥1,152,465,765 in Q1 2022[19] - Earnings per share for Q1 2023 were ¥1.071, up from ¥0.834 in Q1 2022, reflecting a 28.5% increase[20] - The company reported a profit before tax of ¥1,963,744,840 for Q1 2023, compared to ¥1,521,143,687 in Q1 2022, reflecting a growth of 29.1%[19] Sales and Volume - The total product sales volume for Q1 2023 was 2.363 million kiloliters, a year-on-year increase of 11.02%[5] - The sales volume of the main brand, Tsingtao Beer, was 1.401 million kiloliters, growing by 7.45% year-on-year[5] - The sales volume of mid-to-high-end products reached 984,000 kiloliters, marking an increase of 11.55% year-on-year[5] Assets and Liabilities - The total assets at the end of the reporting period were RMB 50.14 billion, a slight decrease of 0.35% from the previous year-end[5] - As of March 31, 2023, the total assets of Qingdao Beer Co., Ltd. amounted to CNY 50,136,236,052, a slight decrease from CNY 50,311,699,796 at the end of 2022[14] - The company's current assets totaled CNY 31,866,026,602, compared to CNY 32,002,483,239 in the previous year, indicating a decrease of approximately 0.43%[15] - The total liabilities of the company were not explicitly detailed, but short-term borrowings were CNY 221,057,001, slightly down from CNY 225,411,423[15] - Total liabilities decreased to ¥22,366,560,637 in Q1 2023 from ¥24,039,387,261 in Q1 2022, a reduction of 6.9%[17] - The company's total equity increased to ¥27,769,675,415 in Q1 2023, compared to ¥26,272,312,535 in Q1 2022, marking a growth of 5.7%[17] Cash Flow - The company reported a significant increase in trading financial assets, rising from CNY 2,683,817,846 to CNY 7,244,076,067, an increase of approximately 169.99%[14] - In Q1 2023, the company reported cash inflows from operating activities totaling CNY 9,325,415,046, an increase of 13.2% compared to CNY 8,239,447,145 in Q1 2022[21] - The net cash flow from operating activities for Q1 2023 was CNY 1,813,957,743, significantly up from CNY 933,619,727 in Q1 2022, representing a growth of 94.5%[22] - Cash outflows for operating activities amounted to CNY 7,511,457,303 in Q1 2023, compared to CNY 7,305,827,418 in Q1 2022, reflecting a slight increase of 2.8%[22] - The company experienced a net cash outflow from investing activities of CNY 4,190,214,856 in Q1 2023, worsening from a net outflow of CNY 3,160,394,368 in Q1 2022[22] - Total cash inflows from investing activities were CNY 2,455,993,633 in Q1 2023, down from CNY 3,518,085,238 in Q1 2022, indicating a decline of 30.2%[22] - The company reported a net cash outflow from financing activities of CNY 16,424,616 in Q1 2023, contrasting with a net inflow of CNY 486,024,359 in Q1 2022[22] - The ending balance of cash and cash equivalents as of the end of Q1 2023 was CNY 10,444,423,063, compared to CNY 10,071,667,247 at the end of Q1 2022, showing an increase of 3.7%[23] Strategic Focus - The company's strategy focuses on high-quality development, market expansion, and digital transformation to leverage brand and quality advantages[5] - Research and development expenses rose to ¥10,698,515 in Q1 2023, up from ¥5,802,826 in Q1 2022, indicating an increase of 84.5%[18] Shareholder Information - The top shareholder, Qingdao Beer Group, holds a total of 443,467,655 shares, which includes 38,335,600 H shares held through its subsidiary[12]

Brand Value and Market Position - Tsingtao Beer brand value reached RMB 218.225 billion in 2022, maintaining its top position in the Chinese beer industry[8][9] - The total brand value of Tsingtao Beer, Laoshan Beer, Hans Brewery, The World of Tsingtao, Prince, and Tsingtao1903 exceeded RMB 340 billion[8][9] - Tsingtao Beer products are sold in over 100 countries and regions worldwide[6] Financial Performance - The company's operating profit for 2022 was RMB 5,000,925 thousand[15] - Net profit attributable to shareholders of the company was RMB 3,710,629 thousand in 2022[15] - Net cash flows from operating activities amounted to RMB 4,878,771 thousand in 2022[15] - Revenue for 2022 reached RMB 32,171,566 thousand, showing an increase compared to previous years[17] - Total profit for 2022 was RMB 5,006,141 thousand, reflecting growth from RMB 4,478,975 thousand in 2021[17] - Net profit attributable to shareholders of the Company in 2022 was RMB 3,710,629 thousand, up from RMB 3,155,456 thousand in 2021[17] - Basic earnings per share for 2022 stood at 2.736, compared to 2.328 in 2021[17] - Fully diluted return on net assets for 2022 was 14.55%, up from 13.72% in 2021[17] - Net cash flows from operating activities in 2022 were RMB 4,878,771 thousand, down from RMB 6,043,111 thousand in 2021[17] - Total assets for 2022 increased to RMB 50,311,700 thousand from RMB 46,563,004 thousand in 2021[17] - Total liabilities for 2022 were RMB 24,039,387 thousand, up from RMB 22,769,313 thousand in 2021[17] - The company's operating revenue reached RMB32.17 billion in 2022, a 6.65% year-on-year increase[27][29] - Net profit attributable to shareholders was RMB3.71 billion, up 17.6% year-on-year[27][29] - The company's net profit after deducting non-recurring profit/loss was RMB3.21 billion, up 45.4% year-on-year[28][29] - Total beer sales volume in 2022 reached 8.072 million kiloliters, with revenue of RMB32.17 billion and net profit attributable to shareholders of RMB3.71 billion[36][37] Production and Operations - The company operates 57 wholly-owned and controlling breweries and 2 associated and joint-investment breweries across 20 provinces in China[6] - The company invested in the Tsingtao Brewery Scientific and Technological R&D Center, which includes the State Key Laboratory of Biological Fermentation Engineering of Beer[10] - The company launched several new products, including Century Legend, Tsingtao Centennial Journey, Amber Lager, and Tsingtao IPA, to drive high-end beer consumption trends[11][12] - The company has strengthened its market operations and profitability by improving its sales network and customer service capabilities[13] - The company achieved a product sales volume of 8.072 million kiloliters in 2022, up 1.8% year-on-year[25][27] - Overseas market product sales volume increased by 4% year-on-year in 2022[28][29] - The domestic beer market produced 35.687 million kiloliters in 2022, up 1.1% year-on-year[25][26] - The company focused on mid-to-high-end product development and improved product quality through innovation and R&D[31] - Tsingtao Beer's core brand sales volume reached 4.44 million kiloliters, up 2.6% year-on-year, with mid-to-high-end product sales volume at 2.93 million kiloliters, up 4.99% year-on-year[32][33] - The company accelerated digital and intelligent transformation, completing the Tsingtao Brewery Industry Park 1.2 million kiloliter expansion project, enhancing supply chain and production efficiency[34] Dividends and Shareholder Returns - The company proposed a final dividend of RMB1.30 per share and a special dividend of RMB0.50 per share, totaling RMB1.80 per share for 2022[23][24] - The company proposed a final dividend of RMB1.30 per share and a special dividend of RMB0.50 per share, totaling RMB1.80 per share, to celebrate the 120th anniversary of Tsingtao Beer[42][43] Environmental and Social Responsibility - The Company's environmental performance improved in 2022, with strict monitoring of pollutant discharge ensuring stable and up-to-standard emissions[46] Shareholder and Equity Information - Share capital decreased due to the repurchase and cancellation of restricted shares held by retired or resigned incentive participants[19] - Capital surplus increased mainly due to the grant of restricted shares under the Incentive Plan[20] - A total of 4,359,428 restricted shares held by 619 eligible participants were unlocked on 25 July 2022[50] - The Company repurchased and canceled 122,003 restricted shares held by 14 participants on 9 December 2022[50] - The number of shares held by the public satisfied the public float requirements in the Listing Rules[51] - The total number of ordinary shares decreased by 122,003 to 1,364,232,790 at the end of the reporting period[57] - The Company had 26,260 shareholders at the end of the reporting period, including 26,013 A-share holders and 247 H-share holders[59] - Total number of shareholders at the end of the reporting period was 26,260, including 26,013 A-share holders and 247 H-share holders[60] - Top 10 shareholders include HKSCC Nominees Limited with 613,929,619 shares (45.00%) and Tsingtao Brewery Group Company Limited with 443,467,655 shares (32.51%)[61] - Hong Kong Securities Clearing Company Limited increased its A-share holdings by 10,584,554 shares, totaling 26,504,261 shares (1.94%)[61] - China Securities Finance Corporation Company decreased its A-share holdings by 1,084,664 shares, totaling 16,015,045 shares (1.17%)[61] - Agricultural Bank of China Co., Ltd. – E Fund Consumer Industry Equity Securities Investment Fund increased its A-share holdings by 8,193,873 shares, totaling 13,569,000 shares (0.99%)[61] - Tsingtao Group holds 38,335,600 H-shares through its wholly-owned subsidiary Xinhaisheng and 405,132,055 A-shares directly[62] - Fosun International Limited sold all its shares in the Company on 30 May 2022 and no longer holds any shares[62] - SASACQ holds 405,132,055 A-shares (29.70%) and 38,335,600 H-shares (2.81%) through Tsingtao Group and Xinhaisheng[65] - Citigroup Inc. holds 46,032,180 H-shares (3.37%) and has 43,076,014 H-shares available for lending (3.16%)[65] - T. Rowe Price Associates, Inc. and its affiliates hold 38,780,000 H-shares (2.84%)[65] - SASACQ is entitled to interests in 38,335,600 H-Shares through Hong Kong Xinhaisheng Investment Limited, a wholly-owned subsidiary of Tsingtao Group[67] - Fidelity Management & Research Company LLC holds shares through its controlled wholly-owned subsidiaries[67] - Citigroup Inc. holds shares through its controlled wholly-owned subsidiaries[67] - Mr. HUANG Ke Xing, Chairman, holds 151,400 shares, including 51,300 tradable A-shares and 100,000 restricted shares[71][72] - Mr. JIANG Zong Xiang, CEO, holds 112,900 shares, including 39,566 tradable A-shares and 73,334 restricted shares[71][72] - Mr. WANG Rui Yong, Vice President, holds 110,000 shares, including 36,666 tradable A-shares and 73,334 restricted shares[71][72] - Mr. HOU Qiu Yan, CFO, is deemed to hold 76,000 shares, including 20,000 tradable A-shares and 40,000 restricted shares[71][72] - The grant price per Restricted Share is RMB 21.18[72] - HUANG Zu Jiang, Supervisor, holds 12,900 tradable A-shares as of the end of the reporting period[74] Corporate Governance and Board Activities - The company has implemented an annual performance evaluation and compensation incentive mechanism for executive directors and senior management, including basic salary and performance-based annual salary[78] - Total remuneration for directors and senior management officers in 2022 was RMB 1,318.83 million, including post-retirement benefits[91] - The company's executive directors and senior management officers receive annual performance remuneration based on operating results, work plan progress, and appraisal results[80] - Independent non-executive directors and supervisors receive annual remuneration as resolved at the general meeting[80] - The Company implemented a performance appraisal and incentive mechanism linking total salaries with business performance, continuously increasing staff salaries to support sustainable business development[96] - The Board of Supervisors held 11 meetings during the reporting period, including 5 regular and 6 unscheduled meetings, considering 30 resolutions[159] - The Board of Supervisors conducted on-site research in the Ningxia market to gain firsthand insights into the Company's operations nationwide[162] - The Board of Supervisors confirmed that the Company operated in strict compliance with laws, regulations, and the Articles of Association during the reporting period[163] - The Board of Supervisors reviewed and approved a total of 26 proposals, including proposals on continuing connected transactions, the unlocking and listing of restricted shares, and the repurchase and cancellation of some restricted shares[164] - The Board of Supervisors conducted site surveys at the Ningxia market to gain firsthand information on the business performance of Tsingtao Brewery in China[165] - The Board of Supervisors confirmed that the Company's financial system is sound, its financial operation is compliant, and its financial statements truly reflect the Company's financial situation and operation[172] - The Company did not have any newly received or remaining proceeds from financing activities during the Reporting Period, and there was no violation in the management and use of proceeds[173] - The Board of Supervisors found that the Company's internal control system is sound and effective, and the 2022 Internal Control Evaluation Report and internal control audit report objectively reflect the system's construction and operation[175] - The Company's Board of Supervisors was recognized as one of the "Productive Board of Supervisors of Listed Companies" by the China Association for Public Companies in October 2022, marking the second time since 2016[178] - The Board of Supervisors will continue to strengthen its supervision and improve its capacity to assist in the Company's high-quality development in 2023[178] - The Board of Directors consists of 4 executive directors and 5 independent non-executive directors as of December 31, 2022[191] - The Board has adopted a diversity policy to enhance effectiveness, with 8 male and 1 female director, achieving 28% female representation at the workforce level[191] - The independent non-executive directors have diverse professional backgrounds, including law, accounting, financial investment, and marketing, aiding in multi-faceted decision-making[192] - The Chairman is responsible for setting the Board meeting agenda and leading the company's overall development strategy[188] - The President is responsible for implementing Board resolutions, managing the annual budget, and reporting on business performance[189] - The roles of Chairman and President are separated to comply with the Corporate Governance Code, with Mr. JIANG Zong Xiang appointed as the new President on June 21, 2022[190] - The Board reviews the implementation and effectiveness of the diversity policy at least annually[191] - The independent non-executive directors have submitted annual work reports to shareholders since 2005[192] - The Company held 8 site meetings with teleconferencing and 7 meetings with voting through communications in 2022 to discuss operations, financial performance, and investment plans[193] - Approved amendments to the Articles of Association and formulated a performance appraisal system for senior management officers[193] - Approved the unlocking and listing of the first grant of restricted shares under the Restricted A Share Incentive Plan and the repurchase of part of the restricted shares[194] - Approved feasibility reports on relocation, new construction, and new capacity projects for subsidiaries[194] - Directors attended 15 board meetings, with 8 in-person and 7 through communications, and 2 annual general meetings[197] - Independent directors can hire independent professional institutions at the Company's expense to fulfill their duties[199] - The Board has adopted mechanisms to ensure access to independent legal, financial, or professional opinions at the Company's expense[200] Employee and Management Information - The company had a total of 31,707 employees as of the end of the reporting period, including 13,842 production personnel and 10,003 sales personnel[95] - Among the employees, 445 held a master's degree or above, while 8,329 had education below secondary specialized school level[95] - Mr. YU Zhu Ming resigned as Executive Director and CFO on June 21, 2022, due to reaching retirement age, with remuneration for January to June 2022 amounting to RMB 52.06 million[85][92] - Mr. WANG Shao Bo resigned as Vice President on October 14, 2022, due to job changes, with remuneration for January to October 2022 amounting to RMB 73.53 million[87][92] - Mr. GUO Xiu Zhang resigned as Chairman of the Board of Supervisors on April 13, 2022, due to job changes, with no remuneration recorded[88] - Mr. SHI Kun resigned as Non-executive Director on June 7, 2022, due to Fosun International's sale of shares in the company, with no remuneration recorded[89] - Mr. YAO Yu resigned as Shareholder Supervisor on June 7, 2022, due to Fosun International's sale of shares in the company, with no remuneration recorded[90] Training and Development - In 2022, the Company focused on digital transformation, enhancing capabilities through the "integration of training and practice" model and building a craftsmen's team with high-level intelligent technologies[96] - The Company organized multiple training programs, including the Practical Workshop on Data Governance and Digital Leadership, to enhance the digital abilities of middle and senior management staff[97] - The Company accelerated the development of a skilled craftsmen's team, with 32 people recognized as Special-Class Technicians and the introduction of a "Beer Sommelier" competition in the 9th Occupational Skill Competition[100] Share Repurchase and Incentive Plans - The Company did not purchase, sell, or redeem any listed securities during the reporting period, except for the repurchase and cancellation of restricted shares[103] - The Company unlocked 4,359,428 restricted shares for 619 qualified participants on 25 July 2022, following the fulfillment of the first unlocking period conditions[105][107] - The Company repurchased and canceled 122,003 restricted shares due to changes in the personal circumstances of 14 participants, reducing the total capital stock from 1,364,354,793 to 1,364,232,790 shares[109][111] - The maximum number of shares to be awarded under the Incentive Plan is 13,494,000 shares, representing approximately 0.9993% and 0.9896% of the total issued share capital as of the Adoption Date and the report date, respectively[110][113] - The first, second, and third unlocking periods allow for the release of 1/3 of the granted shares each, with specific timeframes tied to the registration completion dates[115] - The grant price for the restricted shares under the Incentive Plan is RMB 21.18 per share, determined based on fair market principles[116] - The grant price of the restricted shares under the first grant and reserved grant is RMB21.18 per share[118] - The total number of restricted shares granted in 2022 is 13,371,998, with 4,359,428 shares vested and 8,890,567 shares outstanding as of December 31, 2022[131] - The fair value of the restricted shares is determined based on the single-day closing price of the circulating shares on the grant date[132] - The closing prices of A shares before the first grant and reserved grant were RMB72.20 and RMB79.72 respectively, with a weighted average closing price of RMB96.21 before the vesting date[133] Connected Transactions and Agreements - The actual transaction amount under the Comprehensive Service Framework Agreement for 2022 was RMB12,374,347, below the annual cap of RMB18,000,000[139] - The actual transaction amount under the Entrusted Production Framework Agreement for 2022 was RMB1,877,942, below the annual cap of RMB37,760,000[142] - The Supply Chain Services Framework Agreement includes logistics, transportation, warehousing, and value-added services, with Zhilian Shunda leasing idle warehouses from the company[143] - The annual cap for the Supply Chain Services Framework Agreement was revised from RMB229 million to RMB329 million for the year ended 31 December 2022[144] - Actual transaction amounts for Logistics and Transportation Services and Warehousing and Value-added Services were RMB291.75 million, and for Warehouse Leasing Services were RMB252,294, both within the revised annual cap of RMB329 million[145] - The independent non-executive directors confirmed that the continuing connected transactions were conducted in the ordinary course of business, on normal commercial terms, and in the interest of shareholders[145] - The Company's auditor confirmed that the continuing connected transactions were approved by the Board, in accordance with the Group's pricing policies, and did not exceed the annual cap[149] Corporate Culture and Innovation - The Company has established a high-standard corporate culture system to enhance innovation, cohesion, and core competitiveness[184] Board and Supervisory Activities - The Board of Supervisors conducted on-site research in the Ningxia market to gain firsthand insights into the Company's operations nationwide[162] - The Board of Supervisors confirmed that the Company operated in strict compliance with laws, regulations, and the Articles of Association during the reporting period[163] - The