Tingyi Cayman Islands : (1)EXEMPTED CONNECTED TRANSACTION-ACQUISITION OF APPROXIMATELY 5% INTEREST IN TINGYI-ASAHI BEVERAGES HOLDING CO. LTD.(2)EXEMPTED CONNECTED TRANSACTION-WAIVER OF RIGHT OVER INTEREST IN TINGYI-ASAHI BEVERAGES HOLDING CO. LTD.

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康 師 傅 控 股 有 限 公 司*

(Incorporated in the Cayman Islands with limited liability)

1. EXEMPTED CONNECTED TRANSACTION - ACQUISITION OF APPROXIMATELY 5% INTEREST IN TINGYI-ASAHI BEVERAGES HOLDING CO. LTD.
2. EXEMPTED CONNECTED TRANSACTION - WAIVER OF RIGHT OVER INTEREST IN

On 30 September 2016, the Company, AIB, Ting Hsin entered into the Agreement under which:

1. the Company has agreed to purchase from AIB 52,637 shares in TAB representing approximately 5% in the share capital of TAB; and

2. Ting Hsin has agreed to purchase from AIB 52,637 shares in TAB representing approximately 5% in the share capital of TAB.

To facilitate the purchases under the Agreement, MKB has granted the Waiver in favour of Ting Hsin.

AIB is a substantial shareholder of TAB and hence a connected person of the Company at the subsidiary level. The Acquisition will constitute an exempted connected transaction for the Company under Rule 14A.101 of the Listing Rules.

As at the date of this announcement, TAB is held as to 17.1% by Ting Hsin and Ting Hsin is a connected person at the Company level. The Acquisition will be a connected transaction under Rule 14A.28 of the Listing Rules. As the applicable percentage ratios as defined in the Listing Rules are less than 5%, the Acquisition is exempted from the circular and shareholders' approval requirements under the Listing Rules.

Ting Hsin is a connected person of the Company. The grant of the Waiver by MKB in favour of Ting Hsin constitutes a connected transaction for the Company under Chapter 14A of the Listing Rules. As the applicable percentage ratios as defined in the Listing Rules are less than 5%, the grant of the Waiver is exempted from the circular and shareholders' approval requirements under the Listing Rules.

On 30 September 2016, the Company, AIB, Ting Hsin entered into the Agreement under which:

1. the Company has agreed to purchase from AIB 52,637 shares in TAB representing approximately 5% in the share capital of TAB; and

2. Ting Hsin has agreed to purchase from AIB 52,637 shares in TAB representing approximately 5% in the share capital of TAB.

Completion of the Agreement shall take place on 15 December 2016.

Upon completion of the Agreement, TAB will be held as to approximately 52.5% by MKB, as to approximately 5% by the Company, as to approximately 22.1% by Ting Hsin and as to approximately 20.4% by AIB.

The consideration for the purchase of shares in TAB payable by the Company is US$165,000,677.53 in cash. It has been determined based on arms' length discussion between the parties with reference to the consolidated financial statements of TAB, the business prospects of TAB and the fact that the relevant stake is non-controlling and non- marketable.

The consideration for the Acquisition payable by the Company will be financed by the Group's internal resources.

Under the IRA, each of MKB and Ting Hsin is granted the right of first refusal in proportion to its interest in TAB if AIB proposes to sell shares in TAB. Given the right, MKB should be entitled to acquire shares in TAB in proportion to its interest in TAB if AIB intends to transfer shares in TAB. As such, before Ting Hsin could acquire shares in TAB from AIB in excess of its proportionate interest in TAB, Ting Hsin has to obtain the waiver of the right of first refusal from MKB with respect to the excess. MKB has granted the waiver so that Ting Hsin will purchase shares in TAB from AIB under the Agreement in excess of its proportionate interest in TAB (the "Waiver").

1. The following chart shows the shareholding structure of TAB as at the date of this announcement.

   Ting Hsin

   33.61%

   FEB

   the Company

   9.5%

   90.5%

   MKB AIB

   52.5%

   17.1%

   30.4%

   TAB

2. The following chart shows the shareholding structure of TAB upon completion of the transactions under the Agreement.

Ting Hsin

33.61%

FEB

the Company

9.5%

90.5%

MKB

AIB

52.5% 5%

22.1%

20.4%

TAB

TAB is a company incorporated in the Cayman Islands and is a subsidiary of the Company as at the date of this announcement. TAB and its subsidiaries are principally engaged in the research and development, production, marketing and sale and distribution of beverages products.

Based on the unaudited consolidated financial statements of TAB for the six months ended 30 June 2016, the consolidated net asset value of TAB amounted to approximately US$1,833 million as at 30 June 2016. Based on the audited consolidated financial statements of TAB for the two years ended 31 December 2015, profit before and after tax of TAB for the two years ended 31 December 2015 are as follows:

Based on the information provided by AIB, AIB was incorporated in Japan with limited liability and as at the date of this announcement, is held as to 100% by Asahi. Asahi is a leading Japanese manufacturer of alcoholic beverages and soft drinks. Its product portfolio ranges from tea-based beverages, such as Asahi Juroku-Cha and canned coffee Wonda, to soft drinks, such as Mitsuya Cider and Bireley's. The securities of Asahi are listed on the Tokyo Stock Exchange. AIB invested in TAB on 21 April 2004 at the original acquisition cost of approximately 38 billion Japanese Yen.

MKB was incorporated in the British Virgin Islands with limited liability and is a non wholly-owned subsidiary of the Company.

Ting Hsin was incorporated in the Cayman Islands. It holds approximately 33.61% shareholding interest in the Company as at the date of this announcement.

AIB is a substantial shareholder of TAB and hence a connected person of the Company at the subsidiary level. The Acquisition will constitute an exempted connected transaction for the Company under Rule 14A.101 of the Listing Rules.

As at the date of this announcement, TAB is held as to 17.1% by Ting Hsin and Ting Hsin is a connected person at the Company level. The Acquisition will be a connected transaction under Rule 14A.28 of the Listing Rules. As the applicable percentage ratios as defined in the