09:31     KINGWAY BREW<00124> - Announcement (5)                              

    terms of the Agreement (including the Proposed Annual                     
    Caps). A circular containing, among others, (i)                           
    details of the Continuing Connected Transactions and                      
    the related Proposed Annual Caps, (ii) a letter from                      
    the Independent Board Committee, (iii) a letter of                        
    advice from the Independent Financial Adviser to the                      
    Independent Board Committee and the Independent                           
    Shareholders, and (iv) a notice convening the EGM to                      
    approve the Proposed Annual Caps, will be sent to the                     
    Shareholders as soon as practicable in accordance                         
    with the Listing Rules.                                                   
                                                                              
    E.      Defined terms used in this announcement                           
    "Agreement"     the agreement dated 3rd May, 2005 between                 
    the Company and SDL in relation to the purchase of                        
    malt by the Group from the SDL Group                                      
                                                                              
    "associate(s)"  has the meaning ascribed thereto in                       
    the Listing Rules                                                         
                                                                              
    "Board" the board of Directors                                            
                                                                              
    "Company"       Kingway Brewery Holdings Limited, a                       
    company incorporated in Bermuda with limited                              
    liability, the shares of which are listed on the Main                     
    Board of the Stock Exchange                                               
                                                                              
    "Continuing Connected   the continuing connected                          
    transactions referred to in the section headed                            
      Transaction(s)"       "Summary" in this announcement,                   
    and the details of which are referred to under the                        
    section headed "B. The Continuing Connected                               
    Transactions" in this announcement                                        
                                                                              
    "Director(s)"   director(s) (including, for the                           
    avoidance of doubt, the independent non-executive                         
    director(s)) of the Company                                               
                                                                              
    "EGM"   the extraordinary general meeting to be                           
    convened by the Company for the purpose of approving,                     
    inter alia, the Proposed Annual Caps                                      
                                                                              
    "GDH"   GDH Limited, the controlling shareholder of the                   
    Company holding approximately 52.63% of the issued                        
    shares of the Company                                                     
                                                                              
    "GMCL"  Guangzhou Malting Co., Ltd., a 51.6% owned                        
    subsidiary of GDH and, accordingly, Guangzhou Malting                     
    Co., Ltd. is a fellow subsidiary of the Company                           
                                                                              
    "Group" the Company and its subsidiaries                                  
                                                                              
    "Independent Board Committee"   an independent                            
    committee of the Board comprising Mr. Alan Howard                         
    Smith, Mr. V-nee Yeh and Mr. Rafael Gil-Tienda, being                     
    the independent non-executive Directors                                   
                                                                              
    "Independent Financial Adviser" Tai Fook Capital                          
    Limited, a corporation licensed to carry on type 4                        
    (advising on securities) regulated activity under the                     
    Securities and Futures Ordinance (Chapter 571 of the                      
    Laws of Hong Kong) and being the independent financial                    
    adviser appointed by the Company to advise the                            
    Independent Board Committee and the Independent                           
    Shareholders in respect of the Continuing Connected                       
    Transactions                                                              
                                                                              
    "Independent Shareholders"      Shareholders, other                       
    than GDH and its associates                                               
                                                                              
    "Listing"       the listing of the Shares on the Main Board               
    of the Stock Exchange