北京市海问律师事务所 关于青岛啤酒股份有限公司 2024 年年度股东会的法律意见书 致：青岛啤酒股份有限公司 实的，资料的副本或复印件均与正本或者原件一致。 本所律师按照律师行业公认的业务标准、道德规范和勤勉尽责的精神，对于 出具本法律意见书有关的资料和事实进行了核查和验证，现发表法律意见如下： 根据《中华人民共和国公司法》、《中华人民共和国证券法》（以下统称"有 关法律"）及《青岛啤酒股份有限公司章程》（以下称"公司章程"）的规定，本 所作为青岛啤酒股份有限公司（以下称"公司"或"本公司"）的法律顾问，应 公司的要求，指派律师（以下称"本所律师"）列席公司于 2025 年 5 月 20 日召 开的 2024 年年度股东会（以下称"本次会议"）现场会议，对本次会议召开的合 法性进行见证，并依法出具本法律意见书。 本所及经办律师依据《中华人民共和国证券法》、《律师事务所从事证券法律 业务管理办法》和《律师事务所证券法律业务执业规则（试行）》等规定及本法 律意见书出具日以前已经发生或者存在的事实，严格履行了法定职责，遵循了勤 勉尽责和诚实信用原则，进行了充分的核查验证，保证本法律意见书所认定的事 实真实、准确、完 ...

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 - The core index of the beverage sector, the China Securities Beverage Theme Index, experienced a decline of 1.06% closing at 25,626.43 points with a trading volume of 19.09 billion yuan [1] - Over the past month, the index has decreased by 2.20%, while it has increased by 3.61% over the last three months, and has seen a year-to-date decline of 1.56% [1] - The index comprises 50 listed companies in the beverage sector, including alcoholic and soft drink companies, reflecting the overall performance of the beverage theme listed companies [1] Group 2 - The top ten weighted companies in the index include Kweichow Moutai (16.73%), Wuliangye (14.16%), Shanxi Fenjiu (11.9%), and Luzhou Laojiao (11.06%) among others [1] - The index's holdings are primarily listed on the Shanghai Stock Exchange (58.00%) and the Shenzhen Stock Exchange (42.00%) [1] - In terms of industry composition, the index shows that liquor accounts for 77.09%, soft drinks for 11.44%, beer for 7.96%, wine and others for 2.09%, and yellow wine for 1.42% [1] Group 3 - The index samples are adjusted biannually, with adjustments occurring on the next trading day after the second Friday of June and December [2] - Weight factors are generally fixed until the next scheduled adjustment, with special circumstances allowing for temporary adjustments [2] - Companies that are delisted or undergo mergers, acquisitions, or splits are handled according to specific calculation and maintenance guidelines [2]

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]

Group 1: Agricultural Bank of China - Agricultural Bank of China has implemented high-quality financial services to stimulate market vitality, with personal loan balance reaching 9.27 trillion yuan and credit card "old-for-new" consumption amounting to 154.9 billion yuan as of March [1] - The bank focuses on enhancing customer experience and has increased personal loan issuance while aligning with consumption-boosting policies, creating a service system that integrates policy coordination, scene integration, and technological empowerment [1] - The bank's branding emphasizes its commitment to common prosperity and sustainable development, aiming to provide modern financial services to a wide range of urban and rural customers [1] Group 2: Postal Savings Bank of China - Postal Savings Bank of China has focused on enhancing service quality for the real economy, with nearly 100,000 technology-based enterprises served and a financing balance exceeding 600 billion yuan as of March [3] - The bank's green loan balance reached 910.71 billion yuan, growing by 6.01% compared to the end of the previous year, indicating a commitment to carbon neutrality goals [3] - The bank has also made significant strides in inclusive finance, with agricultural loans totaling 2.4 trillion yuan and inclusive small and micro enterprise loans reaching 1.67 trillion yuan, leading among state-owned banks [3] Group 3: Vivo - Vivo has launched a flagship smartphone featuring self-developed chips and advanced imaging capabilities, showcasing its commitment to technological innovation [8] - The company emphasizes a human-centered approach, developing features for visually and hearing-impaired users, and plans to explore frontiers in 6G, AI, and robotics [8] - Vivo aims to integrate technology into everyday life, ensuring that innovations serve practical needs and enhance user experience [9] Group 4: Anta Group - Anta Group reported record revenue in its 2024 financial report and has acquired the German outdoor brand Jack Wolfskin to enhance its brand portfolio [11] - The company has invested approximately 2 billion yuan in R&D in 2024, with a total of 20 billion yuan over the past decade, indicating a strong focus on innovation [11] - Anta is developing targeted retail formats to improve consumer experience, including "Super Anta," which offers a comprehensive shopping experience for families [12] Group 5: Qingdao Beer - Qingdao Beer has maintained a strong focus on product quality, winning multiple awards and emphasizing its commitment to quality through its "good people brew good beer" philosophy [13] - The brand is innovating by transitioning to high-end, intelligent, and green production methods, while also enhancing consumer engagement through immersive experiences [13] - Qingdao Beer is integrating traditional Chinese culture into its branding, launching products with cultural significance to appeal to global consumers [14] Group 6: Hailiang Education Technology - Hailiang Education Technology is leveraging AI to enhance educational resources in rural areas, with its AI model covering 28 provinces and serving 400,000 teachers and students [15][16] - The company aims to improve educational quality through a comprehensive solution that includes over 120 products and services, focusing on operational efficiency [16] - Hailiang's initiatives in rural education emphasize collaboration with local governments and communities to uplift educational standards [16]

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]

Investment Rating - The report maintains a positive outlook on the food and beverage sector, indicating that leading companies in the sector have mid-term allocation value, with consumer staples showing stronger defensive characteristics and liquor exhibiting greater cyclical elasticity [5][9]. Core Insights - The report emphasizes the importance of monitoring new products and channel changes within the food and beverage industry, as overall demand remains subdued. It highlights the potential for recovery in the liquor sector if economic conditions improve in the second half of 2025, alongside necessary industry adjustments [5][9]. - Key recommendations include focusing on leading companies in the liquor sector such as Kweichow Moutai, Shanxi Fenjiu, and Wuliangye, as well as consumer staples like Yili and Qingdao Beer, which are expected to benefit from cost advantages and new retail trends [5][9][11]. Summary by Sections 1. Market Performance of Food and Beverage Sectors - The food and beverage sector underperformed the Shenwan A index by 0.16 percentage points during the period from May 12 to May 16, 2025. Sub-sectors such as food processing and beverage dairy outperformed the index, while liquor and other categories lagged behind [33]. 2. Liquor Sector Insights - The report notes that Kweichow Moutai's bottle price remains stable at 2080 RMB, with Wuliangye around 920-930 RMB. Despite a slight recovery in demand during the May holiday, overall consumption in the liquor sector is expected to remain flat, with pressures anticipated in the second quarter [10][11]. - Liquor companies reported positive revenue growth in Q1 2025, but the growth rate has slowed significantly compared to previous years, indicating a trend of increasing differentiation among brands [10]. 3. Consumer Staples Sector Insights - The report forecasts a flat demand outlook for consumer staples in the second quarter and second half of 2025, with a continued cost advantage expected to support profitability. The dairy sector is highlighted for its potential revenue and profit improvement due to supply-demand rebalancing and supportive policies [11]. - Specific companies such as Yili and Qingdao Beer are recommended for their strong performance and growth potential in the context of new product launches and channel innovations [11]. 4. Key Company Updates - Companies like Zhou Hei Ya are focusing on enhancing store quality and expanding distribution channels, while Huazhi Wine is targeting mid-to-high-end consumers through its retail strategies [14][15]. - Gu Yue Long Shan is concentrating on high-end and youthful product lines, with a focus on maintaining price stability and enhancing brand appeal [15].

Core Viewpoint - Qingdao Beer is acquiring 100% equity of Jimo Yellow Wine Factory for 665 million yuan as a strategy to seek new growth points amid slowing beer industry growth [1][10]. Industry Overview - The Chinese beer industry has experienced a decline since reaching a peak production of 35 million kiloliters in 2013, with a 28.6% decrease compared to 2013 levels by 2023 [3][6]. - In 2024, the beer production is projected to be 35.213 million kiloliters, a year-on-year decrease of 0.6% [4]. - The industry is now in a mature market phase, where growth relies on capturing market share from competitors rather than overall market expansion [6]. Company Performance - Qingdao Beer reported a slight increase in net profit of 1.81% to 4.345 billion yuan in 2024, but revenue declined by 5.3% to 32.14 billion yuan, ranking third in the industry [6][8]. - Revenue across key regions, including Shandong, North China, and South China, showed varying degrees of decline, with Shandong's sales dropping from 22.869 billion yuan in 2023 to 22.095 billion yuan in 2024 [8][9]. Acquisition Rationale - The acquisition of Jimo Yellow Wine is aimed at diversifying Qingdao Beer's product line and expanding market channels, potentially providing a complementary sales effect between beer and yellow wine [12][10]. - Jimo Yellow Wine, established in 1949, has a small revenue scale of 166 million yuan in 2024, with a year-on-year growth of 13.5% [16]. Market Dynamics - The beer industry is facing intensified competition, particularly from brands like China Resources Snow Beer and AB InBev, which is pressuring Qingdao Beer's growth [6][10]. - The seasonal nature of beer sales has been highlighted, with the fourth quarter traditionally being a low sales period for Qingdao Beer [13].