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。 青岛啤酒股份有限公司 第十一届董事会第一次会议决议公告 证券代码：600600 证券简称：青岛啤酒 公告编号：2025-018 一、董事会会议召开情况 青岛啤酒股份有限公司（"公司"或"本公司"）第十一届董事会第一次会 议（"会议"）于 2025 年 5 月 20 日在青岛香格里拉大酒店三楼多功能厅会议室 以现场会议方式召开，会议应出席董事 8 人，实际出席董事 7 人，独立董事肖耿 先生因公务未能出席，委托独立董事赵昌文先生代为出席及行使表决权。公司证 券事务代表孙晓航先生列席会议。本次会议由公司董事长姜宗祥先生主持。本次 会议的召集和召开符合《中华人民共和国公司法》（"《公司法》"）和《青岛 啤酒股份有限公司章程》（"《公司章程》"）的有关规定。 二、董事会会议审议情况 全体与会董事审议并一致同意通过如下事项： （一）选举本公司第十一届董事会董事长的议案。 选举姜宗祥先生为本公司第十一届董事会董事长，任期自公司董事会审议通 过选举之日起至公司第十一届董事会任期届满为止。 表决 ...

Group 1: Beer Industry Developments - Major beer companies are reducing workforce to control costs amid increasing competition in the industry [1][3] - Budweiser APAC reduced its workforce from approximately 25,000 in 2023 to over 21,000 in 2024, a decrease of about 4,000 employees or 16% [3] - Yanjing Beer and China Resources Beer also reported reductions of over 1,000 employees each, while Qingdao Beer cut more than 800 positions [3] Group 2: Wine Industry Events - The 5th China (Ningxia) International Wine Culture and Tourism Expo will be held from June 9 to 12, showcasing over 200 domestic and international wineries [5] - The expo will feature various activities, including a national wine industry skills competition and a cultural exhibition [5] Group 3: Labor Issues in Wine Sector - Workers at LVMH's champagne house went on strike on May 13, protesting salary and job security issues [7] - The wine and spirits division of LVMH is facing financial pressure, with a reported loss of €1.5 billion in 2024, contrasting with a cash flow of €1 billion in 2019 [7] Group 4: Leadership Changes - Treasury Wine Estates appointed Sam Fischer as the new CEO, with a compensation package including a fixed salary of AUD 1.73 million and a signing bonus of AUD 4 million [10][11] Group 5: Company Responses and Strategies - Luzhou Laojiao addressed concerns about halting orders, stating that it is maintaining normal supply channels and preparing for the upcoming Dragon Boat Festival [12][13] - Luzhou Laojiao plans to launch innovative products targeting younger consumers, including a collaboration with the sci-fi series "The Three-Body Problem" [12] Group 6: Share Buybacks and Financial Confidence - Kweichow Moutai announced a share buyback of 624,600 shares for a total of CNY 10.11 billion, completing two-thirds of its buyback plan [15] - The company plans to spend between CNY 3 billion and CNY 6 billion on share repurchases within the next 12 months [15] Group 7: Ningxia Wine Export Growth - Ningxia's wine exports reached CNY 13.75 million in 2024, supported by the development of 30 well-known wine import and export enterprises [17] - The brand value of Ningxia's Helan Mountain wine exceeded CNY 34 billion, ranking 8th in the regional brand value list [17]

Group 1: Industry Insights - The liquor industry is facing challenges, with companies like Luzhou Laojiao and Zhangyu expressing concerns about market conditions and sales performance [1][15] - Qingdao Beer is considering the integration of quality assets to enhance its market position, indicating a strategic approach to growth [13] - The recent regulations on public reception by government agencies may impact the consumption of alcoholic beverages in official settings [2] Group 2: Company Developments - Kweichow Moutai has completed 62.46 million shares repurchase, amounting to 10.11 billion yuan, which is two-thirds of its planned buyback [3] - Yanjing Beer is expanding into the non-alcoholic beverage market, launching a new soda brand to meet consumer demand and leverage synergies with its beer business [10][11] - Zhangyu's management remains cautiously optimistic about the long-term prospects of the domestic wine market despite current challenges [15][16] Group 3: Management Changes - Tim Ford is stepping down as CEO of Treasury Wine Estates, with Sam Fischer set to take over, bringing experience from both fast-moving consumer goods and the beverage industry [8] - Chen Qi, Vice Chairman of Shanghai Guijiu, has resigned due to personal reasons, continuing to serve as a board member [9]

Investment Rating - The report maintains a rating of "Outperform" for the food and beverage sector [4]. Core Insights - The food and beverage sector's Q1 performance remains stable, with a focus on boosting consumption as a key driver for economic growth. The government has introduced a comprehensive action plan to stimulate consumption, highlighting opportunities in four key areas: 1) Baijiu, with Moutai leading the industry; 2) Low-alcohol beverages, with beer sales rebounding; 3) Restaurant chains benefiting from product diversification; 4) Snack foods maintaining high demand due to new products and channels [1][3][7]. Summary by Relevant Sections Food and Beverage Sector Performance - The A-share market saw an increase, with the Shanghai Composite Index closing at 3367.46 points, up 0.76%. The food and beverage sector rose by 0.48%, underperforming the market by 0.29 percentage points [2][54]. - Among sub-sectors, health products showed the highest increase at 8.54%, while other alcoholic beverages experienced the largest decline at -3.12% [2][60]. Investment Recommendations - The report suggests that the food and beverage sector, as a typical domestic demand sector, presents significant investment value. The Baijiu sector is expected to recover as domestic consumption increases, with leading companies likely to see improved profitability. Current valuations in the Baijiu sector are still low, indicating long-term investment potential [3][7]. - The report emphasizes the high growth potential in snack foods and beverages, driven by new channels and products, particularly in the konjac product category [3][11][13]. Company-Specific Insights - Salted Fish Company (盐津铺子) is focusing on six core categories, with its konjac products performing exceptionally well, indicating strong growth potential [19][70]. - Qiaqia Food (洽洽食品) is concentrating on sunflower seeds and nuts, with a focus on flavor innovation and market penetration, expecting cost pressures to ease in the coming quarters [28][71]. Market Trends and Developments - The report highlights the ongoing transformation in retail channels, with an emphasis on the growth of discount stores and the adaptation of food companies to new retail formats [13][70]. - The government’s initiatives to boost consumption are expected to positively impact the food and beverage sector, particularly in the context of restaurant recovery and consumer spending [3][10].

Investment Rating - The report maintains a "Positive" investment rating for the food and beverage industry [5] Core Views - The report highlights three new consumer investment opportunities in the food and beverage sector: "category dividends in the food sector," "new channel drivers such as snack companies and membership supermarkets," and "new hotspots in health products" [1][20] - It 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][13] - The report suggests that the white liquor sector is currently at a low point, with the first quarter potentially being the lowest for the year, and recommends focusing on brands with strong momentum and reasonable growth targets [2][13] Summary by Sections Food and Beverage Sector - The report identifies investment opportunities driven by category dividends, new channels, and health products, recommending leading stocks such as Jin Zai Food, Xianle Health, and Salted Fish [1][21] - It notes that the food and beverage sector is expected to benefit from retail transformation and cost cycle opportunities throughout the year [20][21] Liquor Sector - The white liquor sector is currently viewed as undervalued, with potential for a structural bull market driven by policy stabilization and real estate recovery [2][13] - The report recommends high-end liquor brands like Kweichow Moutai and Wuliangye, as well as regional brands like Gujing Gongjiu and Shanxi Fenjiu, focusing on both momentum continuation and low base recovery strategies [2][13] Market Performance - From May 12 to May 16, the Shanghai Composite Index rose by 1.12%, with the liquor sector showing a modest increase of 0.64% [3][4] - The report highlights that the sales of Moutai liquor through mainstream e-commerce channels grew by over 30% year-on-year in the first four months of the year [6][59] Health Products - The health product sector is experiencing significant growth, driven by the popularity of ergothioneine, with recommendations for companies like H&H International Holdings and Jindawei [15][16]

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Core Viewpoint - Qingdao Beer is acquiring 100% of Jimo Yellow Wine for 665 million yuan to optimize its seasonal losses and diversify its business, leveraging the complementary seasonal sales of beer and yellow wine [1][3][5] Group 1: Acquisition Details - The acquisition price of 6.65 billion yuan represents a premium of over 200% compared to Jimo Yellow Wine's net assets of 203 million yuan [1] - Jimo Yellow Wine reported a revenue of 166 million yuan in 2024, a year-on-year increase of 13.5%, and a net profit of 30.47 million yuan, up 38% [2] Group 2: Market Context - Qingdao Beer has faced declining sales, with a 5.3% drop in revenue to 32.138 billion yuan in 2024, marking the lowest growth rates for net profit since 2017 [5] - The beer industry in China is experiencing a downturn, with a 0.6% decrease in production among major breweries in 2024 [6] Group 3: Strategic Implications - The acquisition aims to address Qingdao Beer’s seasonal losses, as the fourth quarter is a peak season for yellow wine, contrasting with beer's summer peak [3][6] - Analysts express caution regarding the acquisition, highlighting challenges in integrating the two distinct product lines and the need for effective market education for yellow wine [8]

Group 1 - Qingdao Beer announced the acquisition of 100% equity in Jimo Yellow Wine from Xinhua Jin Group and Lujin Group for a total consideration of RMB 66.5 million, along with adjustments for profit and loss during the price adjustment period [1] - Jimo Yellow Wine, established in 1949, is a significant representative of traditional Chinese yellow wine, known for its unique flavor and rich cultural heritage [1] - In 2024, Jimo Yellow Wine achieved a revenue of RMB 166.41 million, representing a year-on-year growth of 13.5%, and a net profit of RMB 30.47 million, with a year-on-year increase of 38.0% [1] Group 2 - The acquisition is aimed at diversifying the company's business and creating new growth opportunities, enhancing the product line and market channels [2] - The integration of Jimo Yellow Wine is expected to complement Qingdao Beer's existing beer products, creating a competitive cross-category product portfolio [2] - Post-acquisition, the company plans to integrate supply chains, sales networks, and channels of both Jimo Yellow Wine and beer products to achieve synergy [2]

Core Viewpoint - Qingdao Beer is pursuing a cross-industry acquisition by planning to acquire 100% of the shares of Shandong Jimo Huangjiu Factory for a total consideration of 665 million yuan, aiming to create new growth points and diversify its business beyond beer [2][6]. Group 1: Acquisition Details - The acquisition involves Qingdao Beer purchasing the entire stake of Jimo Huangjiu, which was founded in 1949 and is a representative of Northern Huangjiu [3][7]. - The acquisition price is set at 665 million yuan, which includes adjustments for profit and loss during the price adjustment period [2][8]. - Jimo Huangjiu reported a revenue of 166 million yuan in 2024, with a net profit of 30.47 million yuan, reflecting a year-on-year growth of 13.5% and 38% respectively [8]. Group 2: Market Context - The Chinese beer industry has been in a downward trend since reaching a peak production of 50.615 million tons in 2013, prompting Qingdao Beer to seek diversification through acquisitions [6]. - Qingdao Beer has faced challenges in its core beer business, with a decline in sales volume for its main brand, which fell to 4.34 million kiloliters in 2024, a decrease of approximately 4.82% year-on-year [4][11]. Group 3: Financial Performance - In 2024, Qingdao Beer reported a net profit of 4.345 billion yuan, marking a year-on-year increase of 1.81%, the lowest growth rate since 2017 [5][11]. - The company's revenue for 2024 was 32.138 billion yuan, down 5.3% from the previous year [11]. Group 4: Market Reactions and Concerns - Market analysts have expressed caution regarding the acquisition, citing limited synergy between beer and Huangjiu due to different consumer bases and sales channels [10]. - Concerns have been raised about potential management conflicts post-acquisition and the unclear strategy for diversification given the smaller scale of Jimo Huangjiu [10].

Company Developments - Luckin Coffee has launched a new round of franchise recruitment, targeting over 800 specific locations across 186 cities in China, with more than 500 locations already approved and over 400 stores opened as of April this year [1] - Three Squirrels has acknowledged a reduction in the number of distributors, with a 20% decrease over the past two years, and plans to optimize distributor management services to enhance cooperation and satisfaction [3] - BR Foods from Brazil plans to open a factory in China on May 15, focusing on producing hamburgers, chicken nuggets, and bacon using Brazilian meat [4] - Qingdao Beer Group will integrate its beverage business after merging with Qingdao Beverage Group, ensuring no competition among similar products [4] - Kweichow Moutai has stated there are currently no plans for a Hong Kong stock listing [5] - Anheuser-Busch announced a $300 million investment plan in its U.S. factories, equivalent to approximately 2.1 billion RMB, as part of a broader strategy to enhance operations and meet consumer demands [5] Industry Trends - The Chinese beverage industry is undergoing significant changes, with five major shifts identified: global upheaval, China's rise, a new industrial cycle, technological advancements, and changes in the new generation [3][4] - Nestlé Italy is focusing on the silver economy, with 35%-38% of sales coming from consumers aged 50-65, and plans to invest 1.5%-2% of revenue in R&D to improve product quality for older consumers [6] - Ferrero North America is set to launch its largest innovation initiative, introducing new square-shaped Ferrero Rocher chocolates and a new peanut flavor of Nutella [6] Regulatory and Economic Developments - The U.S. and China have made significant progress in trade talks, with the U.S. canceling 91% of tariffs and China reciprocating, which is expected to benefit producers and consumers in both countries [8]