10:07     SAN MIGUEL HK<00236> - Announcement (5)                             

                                                                              
    An EGM will be convened to seek Independent Shareholders'                 
    approval for the Continuing Connected Transactions                        
    (including the Caps). In view of the interest of the SMC Group            
    in the Continuing Connected Transactions, SMC and its                     
    associates (as defined in the Revised Listing Rules), which               
    control approximately 65.78% of the issued share capital of               
    the Company, will abstain from voting at the EGM in this regard.          
    The votes to be taken at the EGM will be taken by poll, the               
    results of which will be announced after the EGM. An                      
    independent board committee comprising Dr. The Hon. David K.P.            
    Li, Mr. Wai Sun Ng and Mr. Ian F. Wade has been appointed to              
    advise the Independent Shareholders whether or not to vote                
    in favour of the Continuing Connected Transactions. Tai Fook              
    Capital Limited has been appointed as the independent                     
    financial adviser to advise the Independent Board Committee               
    and the Independent Shareholders on whether the Continuing                
    Connected Transactions (including the Caps and the term of                
    the Agreement) are on normal commercial terms, in the ordinary            
    and usual course of business, fair and reasonable and in the              
    interests of the Company and its Shareholders as a whole.                 
                                                                              
    A circular containing the particulars of the Agreement, a                 
    letter from the Independent Board Committee, a letter from                
    the independent financial adviser and the notice convening                
    the EGM, will be despatched to Shareholders as soon as                    
    practicable.                                                              
                                                                              
    As at the date of this announcement, the executive Directors              
    are Mr. Ramon A. de la Llana and Mr. Thomas R. Mainwaring;                
    the non-executive Directors are Mr. Francisco C. Eizmendi,                
    Jr., Mr. Ramon S. Ang, Mr. Ferdinand K. Constantino, Mr.                  
    Faustino F. Galang, Mr. Francis H. Jardeleza, Mr. Estelito                
    P. Mendoza and Mr. Gabriel L. Villareal; and the independent              
    non-executive Directors are Dr. The Hon. David K.P. Li, Mr.               
    Wai Sun Ng and Mr. Ian F. Wade.                                           
                                                                              
    DEFINITIONS                                                               
    Unless the context requires otherwise, the use of capitalised             
    terms in this announcement shall have the following meanings:             
                                                                              
    "Agreement"   the agreement dated 11 March 2005 entered into              
    between the Company and SMC in respect of the Continuing                  
    Connected Transactions                                                    
                                                                              
    "associate(s)"   has the meaning ascribed to it under the                 
    Revised Listing Rules                                                     
                                                                              
    "Board"   the board of Directors                                          
                                                                              
    "Cap(s)"   the maximum aggregate value for each of the                    
    Continuing Connected Transactions                                         
                                                                              
    "Company"   San Miguel Brewery Hong Kong Limited, a company               
    incorporated in Hong Kong with limited liability, whose shares            
    are listed on the Stock Exchange                                          
                                                                              
    "Continuing Connected Transactions"   the transactions                    
    between the Group and the SMC Group pursuant to the Agreement             
                                                                              
    "Directors"   the directors of the Company                                
                                                                              
    "EGM"   the extraordinary general meeting to be convened to               
    consider and approve, if thought fit, amongst other things,               
    the Continuing Connected Transactions (including the Caps)                
                                                                              
    "Group"   the Company and its subsidiaries                                
                                                                              
    "Hong Kong"   the Hong Kong Special Administrative Region of              
    the People's Republic of China                                            
                                                                              
    "Independent Board Committee"   an independent committee of               
    the Board established by the Board to advise the Independent              
    Shareholders in respect of the Continuing Connected                       
    Transactions                                                              
                                                                              
    "Independent Shareholder(s)"   the shareholder(s) of the                  
    Company, other than SMC and its associates                                
                                                                              
    "Macau"   the Macau Special Administrative Region of the                  
    People's Republic of China                                                
                                                                              
    "Old Listing Rules"   the Rules Governing the Listing of                  
    Securities on the Stock Exchange before the Revised Listing               
    Rules took effect from 31 March 2004