北京市海间律师事务所 关于青岛啤酒股份有限公司 A 股限制性股票激励计划预留授予限制性 股票第三个解除限售期解除限售相关事项的 法律意见书 2025年5月 海问律师事务所 HAIWEN & PARTNERS 北京市海问律师事务所 地址:北京市朝阳区东三环中路 5 号财富金融中心 20 层(邮编 100020) Address: 20/F, Fortune Financial Center, 5 Dong San Huan Central Road, Chaoyang District, Beijing 100020, China 电话(Tel):(+86 10) 8560 6888 传真(Fax): (+86 10) 8560 6999 www.haiwen-law.com 北京 BEIJING | 上海 SHANGHAI | 深圳 SHENZHEN | 香港 HONG KONG | 成都 CHENGDU 北京市海间律师事务所 关于青岛啤酒股份有限公司 A 股限制性股票激励计划预留授予限制性股票 第三个解除限售期解除限售相关事项的法律意见书 致:青岛啤酒股份有限公司 北京市海问律师事务所(以下简称"本所")是 ...

21世纪经济报道肖夏 综合报道 酒业不同细分行业，正处于不同的周期。 上周茅台股东大会召开，汾酒、古井贡酒接连举行业绩说明会，白酒投资者们再次将如何应对周期、看 待行业趋势的问题抛给了各家头部酒企管理层。而会稽山、古越龙山等黄酒企业近期难得受到资本市场 追捧，股价持续上涨。啤酒企业则正在走入旺季，寄望于用更多新品乃至更多非啤酒产品开启新一轮增 长。 行业要闻 4月中国规上企业白酒产量两位数下滑 啤酒增长4.8% 国家统计局披露了4月全国工业主要产品产量及增长速度。2025年4月，中国规模以上企业啤酒产量 289.6万千升，同比增长4.8%，继续保持增长；2025年1-4月，中国规模以上企业累计啤酒产量1144.0万 千升，同比下降0.6%，降幅进一步收窄。 白酒情况相对不乐观。2025年4月中国规模以上企业白酒产量28.1万千升，同比下滑13.8%，今年以来第 三度下滑。2025年1-4月，中国规模以上企业累计白酒产量130.8万千升，同比下降7.8%。 今年以来黄酒备受资本市场追捧，会稽山已经多次涨停，古越龙山也受带动持续上涨，两家酒企也双双 宣布了提价。对于黄酒上涨的逻辑，21世纪经济报道此前已有分析。 ...

Investment Rating - The industry rating is maintained as "Positive" [5] Core Views - The food and beverage sector is focusing on three new consumer investment opportunities: "category dividends in the food sector," "new channel drivers such as snack companies in membership supermarkets," and "new hotspots in health products." Traditional consumption is expected to see performance bottoming out and potentially rising [1][2] - The report emphasizes the importance of focusing on leading companies in the industry during this phase, particularly in the liquor sector, which may experience a transition year in 2025 [1][2] - The report continues to recommend leading stocks in the food and beverage sector, highlighting companies such as Jin Zai Food and Yan Jin Pu Zi, while also paying attention to You You Food [1][2] Summary by Sections Food and Beverage Sector - The report highlights the focus on "category dividends," "new channel drivers," and "health product hotspots" as key investment opportunities [1][2] - Recommended stocks include Jin Zai Food, Yi Li, Yan Jin Pu Zi, Dong Peng Beverage, and others, with a focus on leading companies [2][24] Liquor Sector - The liquor sector is currently at a low point, with the first quarter potentially being the lowest for the year. The report recommends focusing on brands with strong momentum and reasonable growth targets [2][16] - High-end liquor recommendations include Guizhou Moutai and Wuliangye, while mid-range and regional brands include Gu Qing Gong Jiu and Shanxi Fen Jiu [2][17] - The report notes that the liquor sector may enter a structural bull market due to policy stabilization and real estate recovery [16][17] Market Performance - From May 19 to May 23, the Shanghai Composite Index fell by 0.18%, while other liquor categories rose by 8.69% and frozen foods by 3.89% [3][29] - The report indicates that the liquor sector experienced a decline of 2.78% during the same period, with specific brands showing varied performance [4][29] Company Updates - Jin Zai Food is highlighted as a leading snack brand with a clear growth path, driven by its main product line and new channel expansions expected to boost revenue and profits [19][20] - Guizhou Moutai is focusing on five key areas for development, including maintaining brand value and enhancing international market presence [7][8] - Liquor companies like Luzhou Laojiao and Shanxi Fen Jiu are also focusing on expanding their market presence and improving brand strength [10][12]

Core Insights - The 2025 China Liquor Industry Capital Forum and the Golden Goblet Award Ceremony highlighted the brand value of listed liquor companies, with a total brand value of 16,578 billion yuan [1] - The event aimed to help liquor companies understand their brand development status and improve brand management efficiency [1] Brand Value Rankings - The top three companies by brand value are: 1. Kweichow Moutai: 6,626 billion yuan 2. Wuliangye: 3,059.6 billion yuan 3. Luzhou Laojiao: 1,076.7 billion yuan [3] - Other notable companies include Shanxi Fenjiu and Yanghe Brewery, with brand values of 954.9 billion yuan and 842.5 billion yuan respectively [3] Domain Name Strategy - Companies like Luzhou Laojiao, Shanxi Fenjiu, and Kouzi Jiao have registered ".商标" domain names, aligning their brand names with their internet presence [3] - This strategy enhances brand recognition and commercial value, as high brand value companies benefit from more recognizable domain names [4] - The ".商标" domain registration process requires trademark rights verification, ensuring brand protection and reducing the risk of counterfeit websites [4][7] Digital Brand Protection - The integration of domain names and trademark protection is crucial in the digital age, necessitating a comprehensive internet brand protection system [7] - Companies are encouraged to adopt strategic layouts, legal measures, and technical monitoring to safeguard their brand value online [7]

Investment Rating - The investment rating for Qingdao Beer is "Outperform the Market" [6][17]. Core Viewpoints - The beer industry is experiencing a diversification in demand, leading to increased requirements for product innovation among beer companies. Consumers are increasingly pursuing high-end, healthy, personalized, and value-for-money options. From the second half of 2024, leading beer companies are accelerating product and channel innovation, such as launching low-alcohol/non-alcoholic beers and high-quality craft beers, while actively collaborating with emerging channels like instant retail and bulk snacks [2][10]. - Qingdao Beer is proactively responding to market changes by accelerating its innovation pace. The company is focusing on rapidly growing new channels, such as online e-commerce and instant retail, and has introduced a "30-minute fresh delivery" model, which has covered 29 cities nationwide. The management emphasizes that the company will enhance systematic innovation driven by technology to meet changing consumer demands and habits [3][11]. - The company is committed to developing its core beer business while gradually expanding into non-beer sectors. The acquisition of the Jimo Huangjiu business is aimed at meeting diverse consumer needs and balancing seasonal sales fluctuations between beer and Huangjiu, thereby strengthening the company's channel foundation. The management has stated that the expansion into non-beer businesses will not compromise the focus on the beer core business [3][12]. Financial Forecasts - For the years 2025-2027, Qingdao Beer is expected to achieve total revenue of 332.5 billion, 341.8 billion, and 350.3 billion yuan, respectively, with year-on-year growth rates of +3.4%, +2.8%, and +2.5%. The net profit attributable to shareholders is projected to be 47.6 billion, 51.2 billion, and 53.6 billion yuan, with growth rates of +9.7%, +7.5%, and +4.7% [4][17]. - The company is expected to maintain a profit growth rate that outpaces revenue growth, supported by continuous product structure upgrades and cost advantages throughout the year [3][17].

Investment Rating - The investment rating for Qingdao Beer is "Outperform the Market" [6][17]. Core Viewpoints - The beer industry is experiencing a diversification in demand, leading to increased requirements for product innovation among beer companies. Consumers are increasingly pursuing high-end, healthy, personalized, and value-for-money options. From the second half of 2024, leading beer companies are accelerating product and channel innovation, such as launching low-alcohol/non-alcoholic beers and high-quality craft beers, while actively collaborating with emerging channels like instant retail and bulk snacks [2][10]. - Qingdao Beer is proactively responding to market changes by accelerating its innovation pace. The company is focusing on rapidly growing new channels, such as e-commerce and instant retail, and has introduced a "30-minute fresh delivery" model, which has covered 29 cities nationwide. The management emphasizes systematic innovation driven by technology to adapt to changing consumer demands and habits [3][11]. - The company is committed to developing its core beer business while gradually expanding into non-beer sectors. The acquisition of a yellow wine business is aimed at meeting diverse consumer needs and balancing seasonal sales fluctuations. The management has stated that the expansion into non-beer businesses will not compromise the focus on the beer sector, which remains the company's priority [3][12]. Financial Forecasts and Performance - The company has adjusted its revenue and profit forecasts for 2025-2027, expecting total revenue of 332.5 billion, 341.8 billion, and 350.3 billion yuan, respectively, with year-on-year growth rates of +3.4%, +2.8%, and +2.5%. The expected net profit attributable to shareholders is 47.6 billion, 51.2 billion, and 53.6 billion yuan, with growth rates of +9.7%, +7.5%, and +4.7% [4][17]. - For 2024, the company anticipates total revenue of 321.4 billion yuan, a decrease of 5.3% year-on-year, with a net profit of 43.4 billion yuan, reflecting a slight increase of 1.8% [12][14]. - The company is expected to maintain a strong gross margin due to cost reductions, with a projected gross margin of 41.6% in the first quarter of 2025, up 1.2 percentage points year-on-year [16]. Market Position and Strategy - Qingdao Beer is leveraging its competitive advantages in the market, with a comprehensive product range and leading brand strength. The company's systematic innovation is expected to support its performance growth [4][17]. - The company is focusing on improving the quality of growth by actively controlling channel inventory and enhancing product freshness at the terminal level, which is expected to lead to a strong recovery in sales as it enters the peak season [3][15].

Core Viewpoint - The beverage industry is undergoing significant transformation, with a focus on new alcoholic beverages such as craft beer, pre-mixed drinks, non-alcoholic beverages, and low-alcohol options becoming key growth areas for companies [1][2]. Group 1: New Beverage Trends - The emergence of "fresh beer" stores like "Xianpifulu" in Chongqing offers a variety of craft beer at competitive prices, attracting consumers with low-cost options [2][5]. - The store's pricing strategy includes selling 500ml beers for as low as 6.6 yuan, significantly lower than traditional craft beer prices [5][20]. - Companies are increasingly blurring the lines between alcoholic and non-alcoholic beverages, with major beer brands launching soft drink lines to leverage existing distribution channels [6][12]. Group 2: Market Dynamics - Beer companies like Chongqing Beer and Yanjing Beer are expanding into the soft drink market, launching products like "Dali Cang'e" and "Beisite Jia Bing" to capture a share of the growing beverage market [6][8]. - The soft drink market is projected to grow at an annual rate of 8.58%, while beer production is expected to decline by 1.9% in 2024, prompting beer companies to diversify into beverages [12][13]. - The competitive landscape in the beverage industry is intense, with established brands dominating various segments, making it challenging for new entrants to gain market share [15][22]. Group 3: Strategic Considerations - The strategy of beer companies entering the beverage market is driven by the potential for channel synergy and the need to adapt to changing consumer preferences [11][12]. - Companies are leveraging their existing distribution networks to introduce new products, enhancing production efficiency and market reach [12][13]. - The low entry barriers for new beverage products have intensified competition, requiring companies to innovate rapidly to maintain relevance [22][28]. Group 4: Challenges in the Alcoholic Beverage Sector - Beverage companies venturing into alcoholic drinks face challenges related to product positioning, distribution, and quality expectations from consumers [23][25]. - Recent launches of low-alcohol products by beverage brands have not gained significant traction in the market, indicating potential misalignment with consumer preferences [26][27]. - The need for high-quality base alcohol in pre-mixed drinks is critical, as consumer expectations for taste and quality continue to rise [27][28].

Investment Rating - The report maintains a "Buy" rating for Qingdao Beer (600600.SH) [5] Core Viewpoints - The new management team emphasizes a consumer-centric approach and aims for stable growth in both volume and profit. The strategy includes focusing on strategic areas such as "beer + biology + health," deepening domestic and international markets, and enhancing brand communication [1][14] - The beer industry is characterized by stable overall volume and structural upgrades, with significant room for growth in per capita consumption in China. The company aims to meet evolving consumer demands through its "Five New" strategy, which focuses on new products, channels, scenes, demographics, and needs [2][15] - The company is implementing multiple core initiatives to drive sales growth, including a product combination strategy and expansion into new markets, particularly in southern China and overseas [3][42] Summary by Sections New Management Strategy - The new management's strategy continues the previous core strategy but emphasizes a stronger consumer focus and sales growth orientation. Key measures include strategic positioning in "beer + biology + health," deepening market presence, and enhancing brand experience [1][14] Focus on Consumer Needs - The beer industry is experiencing a trend of stable total volume and diversified consumer demands. The company is addressing these needs through its "Five New" strategy, targeting new products, channels, scenes, demographics, and needs [2][15][24] Focus on Sales Growth - The company is committed to a product combination strategy, focusing on core products like classic, pure draft, and white beer. It aims to expand its presence in the southern market and overseas, particularly in regions like South Korea and West Africa [3][42][43] Financial Forecast and Valuation - The report forecasts the company's net profit for 2025-2027 to be 48.46 billion, 51.71 billion, and 54.42 billion yuan respectively, with corresponding EPS of 3.55, 3.79, and 3.99 yuan. The current stock price corresponds to a PE of 20x, 19x, and 18x for 2025-2027 [3][44]

Investment Rating - The report maintains a "Buy" rating for Qingdao Beer (600600.SH) [5][44]. Core Viewpoints - The new management team emphasizes a consumer-centric approach and aims for balanced growth in volume and profit. The strategy includes focusing on strategic areas such as "beer + biology + health," deepening domestic and international markets, and enhancing brand communication [1][14]. - The beer industry is characterized by stable overall volume and structural upgrades, with significant room for growth in per capita consumption in China. The company aims to meet evolving consumer demands through its "Five New" strategy, which focuses on new products, channels, scenes, groups, and needs [2][15]. Summary by Sections New Management Strategy - The new management strategy continues the core strategy of the previous leadership, with a focus on consumer-centricity and sales growth. Key measures include strategic positioning in "beer + biology + health," deepening market presence, and enhancing brand experience [1][14]. Focus on Consumer Needs - The beer industry shows a trend of stable total volume and diversified consumer demands. The average beer consumption in China is projected to be 30.5 liters in 2024, indicating potential for growth. The company addresses new consumer demands through innovative products and marketing strategies [2][15]. Focus on Sales Growth - The company implements a multi-faceted approach to drive sales growth, including a product strategy that emphasizes core products and the development of fresh and premium offerings. The southern market is identified as a growth highlight, with plans for new consumption scenarios and product launches [3][42][43]. Financial Forecast and Valuation - The report forecasts net profits for 2025-2027 to be 48.46 billion, 51.71 billion, and 54.42 billion yuan, respectively, with corresponding EPS of 3.55, 3.79, and 3.99 yuan. The current stock price corresponds to PE ratios of 20x, 19x, and 18x for the same years [3][44].

Investment Rating - The report maintains a "Buy" rating for Qingdao Beer [3][6] Core Views - The company is focusing on cross-industry expansion and is expected to leverage the peak season for growth. The core product strategy revolves around the "1+1+1+2+N" combination development, with an emphasis on strengthening classic products and achieving higher growth in high-end and ultra-high-end series [1][2] - The acquisition of 100% equity in Jimo Huangjiu for 665 million yuan is a significant step in diversifying the beverage portfolio, allowing for seasonal sales balance between Huangjiu and beer, and enhancing supply chain and sales channel efficiency [2] - The company anticipates better performance in terms of volume and price during the peak season, driven by improved weather conditions, stable demand, and supportive domestic policies. The cost structure is expected to improve, contributing to profit elasticity [2] Financial Summary - The projected net profit for the company is expected to reach 4.81 billion yuan in 2025, with a year-on-year growth of 10.7%. The corresponding P/E ratios for 2025, 2026, and 2027 are 21x, 19x, and 18x respectively [3][5] - Revenue is projected to decline to 32.14 billion yuan in 2024, followed by a recovery to 33.73 billion yuan in 2025, reflecting a growth rate of 5% [5] - The company’s net profit margin is expected to improve from 12.6% in 2023 to 15.7% by 2027, indicating a positive trend in profitability [10]