法律意见书 北京市中伦（重庆）律师事务所 关于重庆啤酒股份有限公司 2025 年第二次临时股东会的 二〇二五年十二月 北京市中伦（重庆）律师事务所 关于重庆啤酒股份有限公司 2025 年第二次临时股东会的 法律意见书 致：重庆啤酒股份有限公司 北京市中伦（重庆）律师事务所（以下简称"本所"）受重庆啤酒股份有限 公司（以下简称"贵公司"）委托，指派律师出席贵公司 2025 年第二次临时股东 会（以下简称"本次股东会"），并就贵公司本次股东会的召集和召开程序、召集 人资格、出席会议人员资格、本次股东会的表决程序、表决结果等相关事项出具 本法律意见书。 2. 贵公司董事会已于 2025 年 11 月 13 日在指定媒体发布了《重庆啤酒股份 有限公司关于召开 2025 年第二次临时股东会的通知》（以下简称"本次股东会通 知"），对召开本次股东会的通知进行了公告。 本法律意见书根据已发生或存在的事实，根据《中华人民共和国公司法》（以 下简称"《公司法》"）、《上市公司股东会规则》等法律、法规、规范性文件以及 《重庆啤酒股份有限公司章程》（以下简称"《公司章程》"）的相关规定出具。 本法律意见书仅供贵公司本次股东会之目的 ...

Market Overview - The non-liquor sector increased by 0.52% on December 2, with Huichuan Beer leading the gains [1] - The Shanghai Composite Index closed at 3897.71, down 0.42%, while the Shenzhen Component Index closed at 13056.7, down 0.68% [1] Individual Stock Performance - Huichuan Beer (600573) closed at 12.95, up 6.15% with a trading volume of 403,000 shares and a turnover of 527 million yuan [1] - Wujing Beer (000729) closed at 12.47, up 2.55% with a trading volume of 223,800 shares and a turnover of 278 million yuan [1] - Zhujiang Beer (002461) closed at 9.56, up 1.27% with a trading volume of 130,400 shares and a turnover of 125 million yuan [1] - ST Xifa (000752) closed at 12.59, up 1.21% with a trading volume of 57,600 shares and a turnover of 72.34 million yuan [1] - Chongqing Beer (600132) closed at 54.25, up 0.65% with a trading volume of 21,300 shares and a turnover of 115 million yuan [1] Capital Flow Analysis - The non-liquor sector saw a net inflow of 113 million yuan from institutional investors, while retail investors experienced a net outflow of 94.81 million yuan [2][3] - Huichuan Beer had a net inflow of 191.1 million yuan from institutional investors, but a net outflow of 64.7 million yuan from retail investors [3] - Wujing Beer experienced a net inflow of 24.35 million yuan from institutional investors, with a net outflow of 42.18 million yuan from retail investors [3]

Market Performance - The non-liquor sector increased by 0.81% compared to the previous trading day, with ST Xifa leading the gains [1] - The Shanghai Composite Index closed at 3914.01, up 0.65%, while the Shenzhen Component Index closed at 13146.72, up 1.25% [1] Stock Performance - ST Xifa (000752) closed at 12.44, rising by 4.71% with a trading volume of 68,400 shares and a transaction value of 83.76 million yuan [1] - Other notable stocks include Chongqing Beer (600132) at 53.90, up 1.39%, and Baijiu Co. (002568) at 23.78, up 1.15% [1] Capital Flow - The non-liquor sector experienced a net outflow of 26.11 million yuan from institutional investors, while retail investors saw a net inflow of 40.03 million yuan [2] - The detailed capital flow indicates that ST Xifa had a net inflow of 8.10 million yuan from institutional investors, despite a net outflow from retail investors [3]

Group 1: Industry Overview - The liquor industry is entering a year-end summary and planning phase as the year comes to a close [1] - Guizhou's "14th Five-Year Plan" aims to consolidate the sauce-flavored liquor industry cluster and optimize product structure and marketing strategies, targeting a production value of 160 billion yuan for the liquor industry in 2024 [2] - The beer tasting committee's selection event attracted 384 participants, highlighting the growing importance of sensory evaluation in the beer industry [3][4] Group 2: Company Developments - Moutai's new leader, Chen Hua, expressed confidence in the liquor industry's potential, emphasizing the importance of quality over quantity and a focus on consumer needs [5][6] - Jiuzi Jiu and Shenzhen Airlines signed a strategic cooperation agreement to enhance brand collaboration and customer engagement [11] - Qingdao Beer plans to invest up to 10 billion yuan in financial products over the next 12 months, indicating a strategic move to manage its financial resources [10] Group 3: Market Trends - The low-alcohol fruit juice wine brand "Guoli Fang" has achieved double-digit growth for 26 consecutive months, indicating a strong market demand for innovative products [9] - The 2026 Chengdu Spring Sugar and Wine Fair is set to be the largest ever, with an exhibition area of 325,000 square meters, reflecting the industry's growth and interest [17] - Wuliangye continues its collaboration with CCTV for major events, reinforcing its brand presence in the market [8] Group 4: Product Innovations - Laobai Gan Jiu is launching new products targeting younger consumers, including lemon and dried tangerine peel wines, to adapt to changing market demands [13][14] - Moutai has introduced new products, Moutai Prince Wine (Sauce Color) and Moutai Prince Wine (Black Gold), aimed at enhancing market competitiveness [19][20]

Summary of the Conference Call for Chongqing Beer Industry Overview - In the first ten months of 2025, China's beer sales remained flat compared to the previous year, with expectations to maintain this level for the entire year due to a contraction in on-premise dining and entertainment channels [2][4][17] - The beer industry exhibits distinct seasonal characteristics, with peak consumption typically starting in March for southern markets and April for northern markets [4] Company Performance - As of Q3 2025, Chongqing Beer reported that on-premise sales accounted for approximately 44% of total sales, while off-premise sales made up 56%, indicating a shift towards non-on-premise channels [2][6] - The overall market share (冠化率) of Chongqing Beer exceeded 29% in Q3 2025, up from 18% in 2019, although still below the national average [2][9] - The company has seen significant growth in its Uusu beer brand, driven by brand reinforcement and increased market investment, with new products like Uusu White Beer and 1-liter cans contributing to this growth [2][10] Strategic Focus - Chongqing Beer is focusing on enhancing its non-on-premise channel strategies to adapt to the slow recovery of on-premise consumption [2][7] - The company plans to launch 8 new 1-liter canned products in 2025, aiming to capture the 8-10 RMB price range to improve average selling price (ASP) and consumer demographics [2][12] - The company is also exploring new beverage lines, such as water and tea drinks, to improve capacity utilization and gross margins [18] Financial Outlook - Cost savings are expected in 2026, but the contribution to gross margin is anticipated to be less significant than in 2025 [3][15] - The company maintains a conservative outlook for Q2 2026, expecting sales volume and pricing to be on par with 2025 or slightly improved [3][17] Market Strategy - Chongqing Beer aims to implement different strategies in high-share markets to enhance profitability while being flexible in competitive markets to optimize resource allocation [8] - The company is committed to increasing its presence in the mid-to-high-end beer market, with plans to introduce more premium products in 2026 [21] Challenges and Opportunities - The company acknowledges the challenges posed by the fragmented market and the need for distributors to focus on non-on-premise channel development [7] - Chongqing Beer is leveraging channel transformation and product innovation to find growth opportunities in a stagnant market, including the introduction of new demand-driven products [19] Conclusion - Chongqing Beer is navigating a challenging market environment with a focus on strategic channel shifts, product innovation, and cost management to sustain growth and profitability in the coming years [20]

Core Viewpoint - The Chinese beer industry is undergoing structural adjustments and a transformation in consumer logic, with Chongqing Beer exploring a path that balances local culture and global vision through a dual strategy of local and international brands [2][4]. Product and Channel Transformation - Chongqing Beer has focused on continuous upgrades in product structure and strategic reshaping of channel resources, responding to the slowing growth of the beer industry by innovating in product offerings and channel strategies [2][3]. - The company has launched approximately 30 new products this year, including craft beers, tea beers, and low-alcohol options, while also expanding into non-beer categories like fruit drinks and energy drinks [3]. - The shift towards non-on-premise channels has seen over half of the company's sales coming from these channels, with partnerships established with platforms like Meituan and JD Daojia to enhance distribution [3]. Local and International Brand Synergy - The combination of local and international brands is a key competitive advantage for Chongqing Beer, with local brands accounting for over 70% of total sales, particularly in base markets like Chongqing [4][5]. - Local brands are deeply connected to regional culture, while international brands bring a sense of fashion and vitality, allowing for complementary growth and channel synergy [5][6]. Geographic Expansion and Category Diversification - Chongqing Beer plans to continue its "big city strategy" to enhance its presence in high-potential markets, particularly in South China, where local production has been established to reduce logistics costs [6][7]. - The company aims to upgrade its product structure and accelerate its expansion into non-beer categories, focusing on deeper consumer engagement and continuous iteration of new products [7]. Digitalization and Operational Efficiency - The company emphasizes the role of digital tools in enhancing channel efficiency, aiming for better inventory management and market insights through data optimization [7]. - Continuous iteration is highlighted as a crucial strategy for responding to competition from new beverage brands and the entry of liquor companies into the beer market, with a focus on rich product offerings and efficient channels [7].

Core Insights - The Chinese beer industry is undergoing structural adjustments and a transformation in consumer logic, with companies like Chongqing Beer exploring a dual strategy of local and international brand integration to adapt to these changes [1][4] Group 1: Company Performance - Chongqing Beer reported a sales volume of 2.6681 million kiloliters and revenue of 13.059 billion yuan in the first three quarters of 2025, with an operating profit of 3.233 billion yuan [1] - The company's president emphasized that the stable performance is attributed to continuous optimization in product structure, channel focus, and brand combination [1] Group 2: Product and Channel Innovation - The company is focusing on two main areas for innovation: continuous upgrading of product structure and strategic reshaping of channel resources [2] - Chongqing Beer has launched approximately 30 new products this year, including craft beers, tea beers, and low-alcohol beers, while also expanding into non-beer categories like fruit drinks and energy drinks [2][5] - The company is shifting resources towards non-on-premise channels, with over half of its sales now coming from these channels, and has partnered with various instant retail platforms [2] Group 3: Brand Strategy - Chongqing Beer's competitive advantage lies in its combination of local and international brands, with local brands accounting for over 70% of total sales [3] - The local brand "Wusu Beer" has become a representative national brand, while "Chongqing Beer" has established a strong presence in regional markets [3] Group 4: Future Outlook - The company anticipates that the Chinese beer market will continue to grow, shifting from quantity-driven growth to quality-driven growth [4] - Chongqing Beer plans to enhance its geographical presence, upgrade its brands, and optimize its channels to achieve sustainable and quality growth [4][5] - The company is also focusing on digitalization to improve channel efficiency and market responsiveness [5]

Core Insights - The Chinese beer industry is undergoing structural adjustments and a transformation in consumer logic, with companies like Chongqing Beer exploring a dual strategy of local and international branding to adapt to these changes [1][3] Product and Channel Transformation - Chongqing Beer is focusing on product structure upgrades and strategic channel resource reallocation to address the slowing growth in the beer industry [2] - The company has launched approximately 30 new products this year, including craft beers and non-beer beverages, to capture evolving consumer preferences [2] - Non-on-premise channel sales now account for over half of the company's total sales, with partnerships established with major instant retail platforms [2] Local and International Brand Synergy - The combination of local and international brands is a key competitive advantage for Chongqing Beer, with local brands accounting for over 70% of total sales [3] - The company’s local brands, such as "Wusu Beer" and "Chongqing Beer," dominate the market share in their respective regions, enhancing brand recognition and consumer loyalty [3] Geographic Expansion and Efficiency Improvement - Chongqing Beer plans to continue its "big city strategy" to deepen its market presence in high-potential areas, particularly in South China [4] - The establishment of the Foshan brewery has improved supply chain efficiency and reduced logistics costs, supporting the company's growth in the Greater Bay Area [4] Brand and Category Development - The company aims to upgrade its product structure and expand into non-beer categories to meet diverse consumer demands [5] - Emphasis is placed on continuous iteration and gradual market penetration rather than seeking immediate blockbuster products [5] Digitalization and Operational Efficiency - The company is leveraging digital tools to enhance channel efficiency, optimize inventory management, and improve market responsiveness [5] - Continuous iteration is highlighted as a crucial strategy to navigate competition from new beverage brands and adapt to changing consumer preferences [5]

Market Overview - The non-baijiu sector experienced a slight increase of 0.0% on the trading day, with Kuaijishan leading the gains [1] - The Shanghai Composite Index closed at 3864.18, down 0.15%, while the Shenzhen Component Index closed at 12907.83, up 1.02% [1] Stock Performance - Kuaijishan (601579) closed at 21.27, up 2.16% with a trading volume of 114,200 shares and a turnover of 242 million yuan [1] - ST Xifa (000752) closed at 11.94, up 1.96% with a trading volume of 45,500 shares and a turnover of 53.97 million yuan [1] - Cangliang Beer (000729) closed at 12.00, up 0.50% with a trading volume of 131,000 shares and a turnover of 158 million yuan [1] - Other notable stocks include Zhujiang Beer (002461) with a slight increase of 0.11% and Huichuan Beer (600573) with a minor decrease of 0.17% [1] Capital Flow - The non-baijiu sector saw a net inflow of 14.35 million yuan from institutional investors, while retail investors experienced a net outflow of 62.28 million yuan [2] - The overall capital flow indicates a mixed sentiment among different investor types, with institutional and speculative funds showing net inflows while retail investors withdrew funds [2][3] Individual Stock Capital Flow - Kuaijishan had a net inflow of 6.97 million yuan from institutional investors, while retail investors had a net outflow of 11.81 million yuan [3] - Chongqing Beer (600132) saw a net inflow of 5.78 million yuan from institutional investors but a significant outflow of 15.45 million yuan from retail investors [3] - ST Xifa (000752) had a net inflow of 4.64 million yuan from institutional investors, with retail investors also withdrawing funds [3]

重庆啤酒股份有限公司 二零二五年第二次临时股东会 会议资料 二零二五年十二月四日 股东会会议须知 尊敬的股东及股东代表： 您好！ 欢迎参加重庆啤酒股份有限公司 2025 年第二次临时股东会。为保证本次会议的顺利 进行，以下事项希望得到您的配合和支持。 一、董事会以维护全体股东的合法权益、维持大会正常秩序和提高议事效率为原则， 认真履行《公司章程》规定的职责，做好召集、召开股东会的各项工作。 二、股东参加股东会依法享有发言权、质询权、表决权等权利。股东参加股东会， 应认真履行其法定权利和义务，不得侵犯其他股东的权益，不得扰乱大会的正常秩序。 三、大会设立秘书处，具体负责大会有关程序方面的事宜。 四、参加会议的基本情况 网络投票时间为：2025 年 12 月 4 日（星期四）上午 9:30－11:30，下午 13:00－15:00。 五、投票表决的有关事宜 1、出席本次现场会议的股东或股东委托代理人和参加网络投票的股东，按其所代表 的有表决权股份数额行使表决权，每一股份享有一票表决权。 2、参加本次会议的公司股东只能选择现场投票和网络投票表决方式中的一种。同一 表决权出现重复表决的以第一次投票结果为准。本次会议采 ...