证券代码：600199 证券简称：金种子酒 公告编号：2025-027 安徽金种子酒业股份有限公司 2025年第二次临时股东大会决议公告 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。 重要内容提示： 本次会议是否有否决议案：无 一、 会议召开和出席情况 (一)股东大会召开的时间：2025 年 6 月 26 日 (二)股东大会召开的地点：安徽省阜阳市清河东路 523 号金种子研发大楼 9 楼会 议室 (三)出席会议的普通股股东和恢复表决权的优先股股东及其持有股份情况： | 1、出席会议的股东和代理人人数 | 1,094 | | --- | --- | | 2、出席会议的股东所持有表决权的股份总数（股） | 187,139,759 | | 3、出席会议的股东所持有表决权股份数占公司有表决权股 | | | 份总数的比例（%） | 28.4494 | (四)表决方式是否符合《公司法》及《公司章程》的规定，大会主持情况等。 本次会议由公司董事会召集，由公司董事长谢金明先生主持，采用现场会议 记名式投票表决方式结合网络投票方式举行。会议 ...

法律意见书 安徽天禾律师事务所 关于安徽金种子酒业股份有限公司 2025 年第二次临时股东大会 之法律意见书 天律意 2025 第 01606 号 致:安徽金种子酒业股份有限公司 根据《中华人民共和国公司法》(下称《公司法》)、《中华人民共和国证券法》 (下称《证券法》)、中国证券监督管理委员会(下称"中国证监会")《上市公 司股东大会规则》(下称《股东大会规则》)以及《安徽金种子酒业股份有限公司 公司章程》(下称《公司章程》)等有关规定,安徽天禾律师事务所接受安徽金种 子酒业股份有限公司(以下简称"公司")委托,指派毛文斌律师、陶闰岳律师 (下称"天禾律师")出席公司 2025年第二次临时股东大会(下称"本次股东 大会"),对本次股东大会相关事项进行见证,并出具法律意见。 一、本次股东大会的召集与召开程序 (一)2025年6月10日,公司召开第七届董事会第十五次会议,审议通过 了《关于召开 2025年第二次临时股东大会的议案》,本次股东大会由公司董事会 负责召集。 法律意见书 (二)2025年6月11日,公司发布了公告《关于召开 2025年第二次临时 股东大会的通知》。 (三)本次股东大会的会议通知己于本次 ...

Group 1 - A-shares in the liquor sector have resumed a downward trend, with companies like Jinzhongzi Liquor and Huangtai Liquor falling over 2% [1] - Shanxi Fenjiu and Kweichow Moutai have also seen declines of over 1%, while Luzhou Laojiao, Gujing Gongjiu, and Yingjia Gongjiu followed suit [1] - The price of bulk Feitian Moutai has dropped below 1800 yuan, indicating a significant price reduction in the market [1]

Core Viewpoint - Jinzhongzi Liquor clarified market rumors regarding its business scope adjustment, stating that the change from "production of liquor and other alcoholic beverages" to "production of alcoholic products" was a regulatory requirement and not an indication of exiting the liquor industry [2][3] Financial Performance - Jinzhongzi Liquor has faced continuous losses over the past four years, with total losses exceeding 600 million yuan from 2021 to 2024, reporting losses of 166 million yuan, 187 million yuan, 22 million yuan, and 258 million yuan respectively [2][3] - In 2012, the company achieved a revenue of 2.294 billion yuan and a net profit of 561 million yuan, but has since experienced a decline in performance, with net profits dropping significantly from 133 million yuan in 2013 to just 8.19 million yuan in 2017, reflecting a decline of up to 76.22% [3] Market Position and Strategy - As of 2024, Jinzhongzi's revenue of 925 million yuan is significantly lower compared to its peers, such as Gujing Gongjiu with 23.578 billion yuan, Yingjia Gongjiu with 7.344 billion yuan, and Kouzi Jiu with 6.015 billion yuan [4] - The company has identified its main issues as not reaching the breakeven point due to suboptimal product structure and low brand image, with a focus on promoting its "Fuhuo Xiang" series [4][5] Brand and Product Development - The high-end liquor represented by "Fuhuo Xiang" has a gross margin of 57.78%, but its revenue is only 50.84 million yuan, while mid-range and low-end liquors have lower gross margins and higher revenues [5] - Experts suggest that Jinzhongzi's long-term focus on the low-end market has weakened its brand image and pricing power, making it difficult to transition to higher-end products [5] Operational Adjustments - In response to operational pressures, Jinzhongzi is pursuing a "slimming" strategy, including the transfer of 92% of its stake in Anhui Jintaiyang Biochemical Pharmaceutical Co., Ltd. and selling off non-core assets [6] - The company is also increasing its marketing efforts, with a sales expense of 295 million yuan in 2024, a 25.58% increase year-on-year, and a significant rise in advertising expenditure [6][7] Management and Future Outlook - Jinzhongzi's management has been adjusted under the influence of China Resources, with new executives appointed to enhance operational efficiency [7] - Despite increased marketing investments, the company has not seen a corresponding improvement in performance, indicating challenges in establishing a strong brand presence in a highly competitive market [7]

Group 1 - The company will hold a shareholder meeting on June 26, 2025, at 14:30, at the designated location [1] - The meeting will involve both on-site and online voting, ensuring participation from shareholders [3] - The chairman will introduce the attendees and oversee the voting process [1][2] Group 2 - The company proposes to change its business scope and amend its Articles of Association due to changes in industrial classification [4] - The previous business scope included "production of liquor and other alcoholic beverages," while the new scope will be "production of alcoholic products" and other related activities [4][5] - The proposed amendments to the Articles of Association will align with the new business scope and improve corporate governance [4][5] Group 3 - The company intends to appoint Lixin Certified Public Accountants as the auditor for the fiscal year 2025 [6] - Lixin has a long history and is a member of the international accounting network BDO, with significant experience in securities services [6][10] - The audit fees for 2025 are set at RMB 700,000 for financial audit and RMB 250,000 for internal control audit, totaling RMB 950,000, with no change from the previous year [9] Group 4 - The previous auditor, Rongcheng Certified Public Accountants, has provided services for 26 years, and the company seeks to ensure independence by changing auditors [10][12] - The audit committee has reviewed Lixin's qualifications and confirmed its capability to meet the company's auditing needs [10][11] - The decision to change auditors will be submitted for shareholder approval at the upcoming meeting [12]

Core Viewpoint - The tightening of government regulations on alcohol consumption, particularly the new "ban on alcohol" policy, poses challenges for the liquor industry, but also presents opportunities for the growth of low-cost bottled liquor, which is gaining popularity among consumers [2][8][10]. Group 1: Policy Impact - The revised "Regulations on Strict Economy and Opposition to Waste" clearly prohibits alcohol in official receptions, with recent upgrades to the "ban on alcohol" emphasizing a comprehensive prohibition for public officials during work and training periods [2][8]. - The implementation of these policies has led to a significant increase in the stock prices of companies in the liquor sector, indicating a market response to the regulatory changes [8]. - The policies aim to eliminate corrupt practices associated with alcohol consumption in government settings, while allowing for normal social interactions among officials, provided they do not affect public duties [4][10]. Group 2: Market Dynamics - The bottled liquor segment is experiencing rapid growth, with market size projected to increase from 352 billion yuan in 2013 to 1.5 trillion yuan by 2024, capturing over 18% of total liquor sales in China [11]. - The rise of low-cost bottled liquor is attributed to changing consumer preferences, particularly among younger generations who prioritize value and simplicity over extravagant packaging [10][11]. - Major liquor brands are shifting their focus towards high-end dining and private events, while also adapting to the growing demand for affordable and high-quality bottled liquor in casual settings [8][10]. Group 3: Competitive Landscape - The bottled liquor market is becoming increasingly competitive, with a diverse range of products from both established and emerging brands, targeting various price points [13][15]. - Brands like Jiangxiaobai and Guangliang are leveraging trendy packaging and marketing strategies to appeal to younger consumers, while traditional brands are focusing on maintaining a broad consumer base [13][15]. - Despite the growth potential, the bottled liquor segment faces challenges such as product homogenization and limited profit margins, necessitating a focus on quality improvement and digital transformation to enhance market positioning [15].

Market Performance - The liquor concept index rose by 0.83%, ranking sixth among concept sectors, with 28 stocks increasing in value [1] - Notable gainers included Huangtai Liquor, which hit the daily limit, and other stocks like Yingjia Gongjiu, Jinzongzi Liquor, and Zhongrui Co., which rose by 7.19%, 5.67%, and 5.42% respectively [1] Capital Flow - The liquor sector saw a net inflow of 1.559 billion yuan, with 30 stocks receiving net inflows, and 6 stocks exceeding 100 million yuan in net inflow [2] - Leading the net inflow was Kweichow Moutai with 357 million yuan, followed by Luzhou Laojiao, Wuliangye, and Shanxi Fenjiu with net inflows of 341 million yuan, 218 million yuan, and 205 million yuan respectively [2] Stock Performance - Stocks with the highest net inflow ratios included Huangtai Liquor at 30.18%, Luzhou Laojiao at 17.06%, and Yiyaton at 15.50% [3] - Kweichow Moutai had a slight increase of 0.19% with a turnover rate of 0.28% and a net inflow of 357.21 million yuan [4] - Other notable performers included Luzhou Laojiao with a 2.78% increase and a turnover rate of 1.20%, and Wuliangye with a 1.94% increase and a turnover rate of 0.76% [4] Decliners - The stocks with the largest declines included Liujin Technology, Ju Li Suo Ju, and *ST Yedao, which fell by 5.26%, 3.01%, and 2.68% respectively [1]

Group 1: Liquor Industry - The liquor sector has shown a strong rebound, with major brands like "Moutai, Wuliangye, and Luzhou Laojiao" all experiencing significant gains [3][4] - The China Alcoholic Drinks Association's report indicates that the liquor industry is undergoing a deep structural adjustment, characterized by "declining volume and rising profits," with a notable shift in consumer demographics and purchasing behavior [6][7] - The report highlights a decrease in the share of business banquets, prompting companies to adjust their product strategies, with a focus on mid-to-low-end products priced between 100 to 300 yuan [6][7] Group 2: New Energy Sector - The new energy sector has rebounded, particularly in the photovoltaic segment, with significant gains in stocks related to BC batteries and photovoltaic equipment [8][9] - Leading stock Haike New Source (301292) surged to a "20CM" limit-up shortly after market opening, indicating strong investor interest [9][12] - The photovoltaic industry is expected to see improved supply-demand dynamics by 2025, with global installation demand projected to reach 492GW to 568GW, reflecting a year-on-year growth of approximately 5% to 7% [13]

Core Viewpoint - Jinzhongzi Liquor clarified recent media reports regarding its business scope change, emphasizing that the adjustment from "production of liquor and other alcoholic beverages" to "production of alcoholic products" is a regulatory compliance measure and does not indicate a shift away from its core liquor business [2]. Group 1: Business Operations - Jinzhongzi Liquor primarily engages in the production and sales of liquor, including various product lines such as Jinzhongzi series, Zongzi series, and Zuì Sānqiū series [3]. - To focus on its liquor business and alleviate financial pressure, the company plans to divest its pharmaceutical segment by transferring 92% of its stake in Anhui Jintaiyang Biochemical Pharmaceutical Co., Ltd. [3]. - The company has faced significant challenges in its liquor business, with a reported revenue of 296 million yuan in Q1 2025, a year-on-year decline of 29.41%, and a net profit loss of approximately 38.93 million yuan, a decrease of 320.62% [3]. Group 2: Financial Performance - Jinzhongzi Liquor has recorded net profit losses for four consecutive years, with cumulative losses exceeding 600 million yuan from 2021 to 2024 [3]. - In 2022, the company experienced a slight revenue decline of 2.1% and a net profit drop of 12.5% [4]. - Although there was a reduction in losses in 2023, the company continued to struggle financially, with performance declining again in 2024, indicating ongoing challenges for the new majority owner, China Resources Group [4].

Core Viewpoint - The A-share market has seen significant gains in the liquor sector, with companies like Huangtai Liquor and Jinjunzi Liquor experiencing notable increases in stock prices, indicating a potential recovery or shift in market sentiment towards the liquor industry [1][2]. Industry Overview - The liquor industry in China is currently facing challenges, with a total inventory value reaching 1 trillion yuan, contributing to the industry's difficulties [5]. - The overall performance of liquor stocks has been poor this year, with an average decline of 16.3% across 19 liquor stocks, and seven stocks experiencing declines exceeding 20% [6][7]. - The demand for liquor remains subdued, particularly in the second quarter, which is traditionally a slow season for consumption [8]. Market Dynamics - The recent surge in stock prices for certain liquor companies may be attributed to a shift in market dynamics, where companies that can adapt to fast-moving consumer goods (FMCG) operations are gaining a competitive edge [2][8]. - The current inventory pressure on liquor companies is exacerbated by promotional activities, leading to a decline in wholesale prices for high-end liquor and some products experiencing price inversions [8]. Investment Sentiment - Some prominent fund managers have begun to increase their positions in liquor stocks, viewing the current market as an opportunity, with the potential for high dividend yields and a favorable risk-reward ratio [8][9]. - The long-term attractiveness of liquor stocks is expected to improve as companies focus on increasing market share and adapting to changing consumer preferences [8][9].