国浩律师（成都）事务所 关于 舍得酒业股份有限公司 北京﹒上海﹒深圳﹒杭州﹒广州﹒昆明﹒天津·成都﹒宁波·福州·西安·南京·南宁·济南·重庆·苏州·长沙·太原 武汉·贵阳·乌鲁木齐·郑州·石家庄·合肥·海南·青岛·南昌·大连·香港·巴黎·马德里·硅谷·斯德哥尔摩·纽约 2025 年第二次临时股东会 法律意见书 成都市高新区天府二街 269 号无国界 26 号楼 6、9、10 层 邮编：610000 6F, 9F, 10F, Building 26, No.269 Second Tianfu Street,Hi-TechZone,Chengdu,China 电话/Tel:+862886119970 传真/Fax:+862886119827 网址/Website:http://www.grandall.com.cn 二〇二五年十一月 国浩律师（成都）事务所 法律意见书 国浩律师（成都）事务所 关于舍得酒业股份有限公司 2025 年第二次临时股东会 法律意见书 国浩蓉（2025）律见字第 30181 号 致：舍得酒业股份有限公司 根据国浩律师（成都）事务所（以下简称"本所"）与舍得酒业股份有限公司 （以下简称"舍得 ...

证券代码：600702 证券简称：舍得酒业 公告编号：2025-053 舍得酒业股份有限公司 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 11 月 27 日 （二）股东大会召开的地点：公司艺术中心会议室 （一）非累积投票议案 1、 议案名称：《关于减少注册资本、取消监事会、增加董事会席位并修订<公 司章程>的议案》 审议结果：通过 （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 | 677 | | --- | --- | | 2、出席会议的股东所持有表决权的股份总数（股） | 124,443,590 | | 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（%） | 37.8749 | （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。 本次股东大会由公司董事会召集，采用 ...

Core Insights - The report from GF Securities indicates that Shede Spirits has a deep heritage in fine liquor, and after the acquisition by Fosun, the company has undergone comprehensive empowerment, suggesting that an operational turning point may have been established [1] Revenue Growth - The company has achieved rapid revenue growth under the comprehensive transformation, with adjustments made based on external conditions expected to take place in 2024 [1] - Revenue growth in the second and third quarters of 2025 is expected to show significant improvement compared to the first quarter, indicating a potential operational turning point [1] Strategic Adjustments - During the adjustment period, the company has strengthened its internal capabilities in management, product, and channel aspects [1] - The product strategy focuses on "old liquor" as a core differentiating selling point, enhancing the functional value expression of "slow to get drunk, quick to wake up, and more comfortable" [1] Brand Positioning - The dual-brand strategy of "Tuopai + Shede" aims to leverage both high and low-end brands to achieve growth across multiple price segments [1] - The company is positioned to complete its layout in high-end light bottle liquor and the thousand-yuan price range despite market headwinds [1] Valuation - Given the strong recovery elasticity of the company's performance, a 30x PE valuation for 2026 is suggested, corresponding to a reasonable value of 67.15 yuan per share, maintaining a "buy" rating [1]

Market Overview - The liquor sector experienced a slight increase of 0.21% on November 26, with Luzhou Laojiao 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] Individual Stock Performance - Luzhou Laojiao (000568) closed at 134.93, up 1.00% with a trading volume of 61,700 hands and a transaction value of 830 million [1] - Yanghe Brewery (002304) closed at 66.14, up 0.65%, with a transaction value of 262 million [1] - Guizhou Moutai (600519) closed at 1449.15, up 0.31%, with a transaction value of 2.939 billion [1] - Other notable stocks include Shanxi Fenjiu (600809) at 193.30, up 0.16%, and Jiu Gui Jiu (000799) at 58.29, up 0.22% [1] Fund Flow Analysis - The liquor sector saw a net outflow of 95.0941 million from main funds, while retail funds had a net inflow of 6.4507 million [2] - Luzhou Laojiao attracted a net inflow of 69.6728 million from main funds, while Guizhou Moutai experienced a net outflow of 64.6471 million from retail funds [3] - The overall fund flow indicates a mixed sentiment among institutional and retail investors within the liquor sector [2][3]

Core Insights - The Chinese liquor market, particularly the baijiu sector, experienced significant growth in 2020, with A-shares leading globally. The overall revenue for 19 listed baijiu companies reached 258.94 billion yuan, a year-on-year increase of 6.58% [1][5] - The net profit attributable to shareholders for these companies totaled 92.068 billion yuan, reflecting a growth of 11.95% compared to the previous year [1][5] - There is a notable divergence in performance among baijiu companies, with leading brands like Moutai and Wuliangye achieving double-digit growth, while some smaller brands faced significant declines [4][9] Revenue Performance - In 2020, 19 listed baijiu companies reported a total revenue of 258.94 billion yuan, with 11 companies showing positive growth and 8 experiencing negative growth [2][5] - The highest revenue growth was recorded by Jiugui Liquor at 20.79%, while Qingqing Qiao experienced a decline of 39.07%, marking a difference of 59.86 percentage points [2][3] - The top three companies by revenue were Moutai (94.915 billion yuan), Wuliangye (57.321 billion yuan), and Yanghe (21.101 billion yuan) [4] Profit Analysis - The six leading baijiu companies accounted for over 90% of the total profits in the sector, with Moutai alone contributing more than 36% of total revenue and over 50% of total profits [7][9] - Moutai's net profit reached 46.697 billion yuan, with a growth rate of 13.33%, while Wuliangye's net profit was 19.955 billion yuan, growing by 14.67% [6][7] - Jiugui Liquor showed remarkable performance with a net profit growth of 64.15%, while Qingqing Qiao reported a significant loss of 1.15 billion yuan [6][7] Market Dynamics - The pandemic initially impacted the baijiu industry negatively, but leading brands demonstrated resilience, with Moutai, Wuliangye, and Shanxi Fenjiu achieving substantial growth [9] - The disparity in performance is evident, with some companies like Shanxi Fenjiu and Jiugui Liquor seeing stock prices increase over threefold, while others struggled [9][11] - The overall tax contributions from the baijiu sector increased significantly, with a 48% rise in the first quarter of 2021 compared to the previous year, attributed to a recovery from the pandemic [14][15] Financial Health - As of March 2021, Wuliangye had the highest cash reserves among listed baijiu companies, totaling 73.38 billion yuan, while Moutai had approximately 50.743 billion yuan [17][18] - The financial strength of these companies is crucial for their ability to invest and expand in a competitive market [17] Compensation Trends - Moutai reported the highest average employee salary in the sector at over 300,000 yuan, while the lowest was at less than 52,000 yuan for Huangtai Liquor [19][20] - The management compensation for Moutai was relatively low compared to other companies, with total management salaries below 3.72 million yuan [21][23]

Investment Rating - The report maintains a "Recommended" investment rating for the food and beverage & commercial sectors [9][56] Core Insights - The white liquor sector is showing signs of bottoming out, with market sentiment improving, presenting a good opportunity for low-level positioning. Recent CPI recovery and consensus on destocking, along with the Double 11 shopping festival, have contributed to this trend. The Federal Reserve's dovish signals on November 21 have also created favorable conditions for the market [5][54] - Long-term prospects for leading liquor companies are promising due to their strong risk resistance and increasing market concentration, supported by domestic demand policies and recovering consumer sentiment. The industry is still in a destocking phase, with demand at a low point [5][54] - The consumer goods sector is experiencing structural differentiation, with the snack food segment remaining robust and soft drink leaders maintaining stability during the off-season. The dairy sector is approaching a supply-demand improvement point, while the restaurant industry is shifting from incremental to stock competition due to demand pressure [55] Summary by Sections Industry News - From January to October, white liquor production decreased by 11.5% [16] - The overall sentiment in the sector is improving, driven by the upcoming holiday season and promotional activities [5][54] Company News - Guizhou Moutai has initiated its annual meeting season for Moutai liquor [4] - Wuliangye is launching a new zodiac-themed product for the Year of the Horse [4] Key Company Feedback - The report highlights key companies with strong long-term investment value, including Guizhou Moutai, Wuliangye, Luzhou Laojiao, and Fenjiu, as well as more flexible stocks like Jiu Gui Jiu and Shede Liquor [5][54][57] Core Data Trends - The cumulative production of white liquor in 2024 is projected at 4.145 million tons, a decrease of 7.72% year-on-year, while industry revenue is expected to reach 796.4 billion yuan, an increase of 5.3% [32][33]

Core Viewpoint - The A-share market is experiencing a notable shift towards stock selection and sector rotation, with over 50 stocks upgraded and more than 90 downgraded in ratings, indicating a more cautious market sentiment and a focus on structural opportunities in technology, consumption, and dividend sectors [1][2][3]. Stock Rating Adjustments - Over the past month, 52 stocks have been upgraded, with the food and beverage sector having the highest number of upgrades at 7 stocks, followed by electronics and power equipment with 5 each, and pharmaceuticals and light industry with 4 each [1]. - Conversely, 92 stocks have been downgraded across 25 industries, with the automotive sector leading with 12 downgrades, followed by food and beverage with 10, and basic chemicals with 9 [2][3]. Sector Analysis - In the food and beverage sector, several companies such as Baba Foods and Ximai Foods have seen their ratings upgraded due to improved revenue growth and store efficiency [2]. - The electronics sector is expected to benefit from a recovery in terminal demand, with companies like Crystal Technology and Green Link Technology receiving upgrades [2]. - The automotive sector has faced downgrades due to short-term performance pressures, with companies like Meihu and New Spring seeing their ratings lowered [3]. Market Trends and Strategies - Analysts suggest that the market is moving towards a balanced style, with a preference for large-cap stocks and a potential shift towards value stocks [4]. - The focus on growth stocks remains, but the key is whether the underlying valuation logic changes, which could drive future performance [4]. - Investment opportunities are seen in themes such as anti-involution and dividend stocks, with a particular emphasis on technology sectors that align with national strategies and possess real technological barriers [5].

Core Insights - Shede Liquor's stock price increased by 2.01% on November 20, reaching 64.30 CNY per share, with a total market capitalization of 21.396 billion CNY [1] - The company experienced a year-to-date stock price decline of 1.84%, with a 4.09% drop over the last five trading days, but a 3.84% increase over the last 20 days [1] Financial Performance - For the period from January to September 2025, Shede Liquor reported a revenue of 3.702 billion CNY, a year-on-year decrease of 17.00%, and a net profit attributable to shareholders of 472 million CNY, down 29.43% year-on-year [2] - The company has distributed a total of 2.29 billion CNY in dividends since its A-share listing, with 1.353 billion CNY distributed over the last three years [2] Shareholder Structure - As of September 30, 2025, the number of shareholders decreased by 11.81% to 114,400, while the average number of circulating shares per person increased by 13.39% to 2,908 shares [2] - Major shareholders include the China Securities White Wine Index A and the Wine ETF, with significant holdings remaining stable or increasing [2]

Core Insights - The liquor sector experienced a decline of 0.55% on November 19, with Huangtai Liquor leading the drop [1] - The Shanghai Composite Index closed at 3946.74, up 0.18%, while the Shenzhen Component Index closed at 13080.09, unchanged [1] Liquor Sector Performance - Key stocks in the liquor sector showed varied performance, with Qingdao Wenzhou down 3.47% to 13.37, and Jiu Gui Jiu down 2.38% to 62.29 [1] - Other notable declines included Luzhou Laojiao down 1.87% to 137.14 and Shede Liquor down 1.52% to 63.03 [1] Capital Flow Analysis - The liquor sector saw a net outflow of 6.91 billion yuan from main funds, while retail investors contributed a net inflow of 4.2 billion yuan [1] - The table of capital flow indicates that major stocks like Water Well and Huangtai Liquor experienced significant net outflows from main funds [2]

Investment Highlights - The report indicates a clear turning point for the food and beverage industry following accelerated clearance, with expectations for leading sectors to initiate recovery [2][7] - The overall revenue for the food and beverage sector showed a slight increase of 0.2% year-on-year, while net profit decreased by 4.6% in the first three quarters of 2025 [18][20] - In Q3 2025, the sector experienced a significant decline, with revenues and net profits dropping by 4.9% and 14.6% respectively [18][20] Sector Review 1. Overall Review - The food and beverage sector faced continuous pressure and adjustments, with traditional consumption accelerating clearance while new consumption trends continued to grow [18][20] - The white liquor segment saw a revenue decline of 18.4% and a net profit decline of 22.2% in Q3 2025, indicating significant pressure on the sector [20][22] - In contrast, sectors like snacks and beverages maintained double-digit growth due to product and channel innovations [20][21] 2. White Liquor - The white liquor industry is undergoing accelerated clearance, with varying rhythms among companies. The demand has weakened, leading to noticeable declines in revenue and net profit for most companies [22][25] - High-end liquor maintained some growth, with Moutai achieving a revenue increase of 0.3% in Q3 2025, while other brands like Wuliangye saw declines exceeding 50% [23][25] - The report emphasizes the importance of supply-demand balance and pricing as key indicators for the industry's recovery [22][23] 3. Low-Alcohol Beverages and Drinks - The beer segment showed stable performance with a revenue increase of 2.0% and a net profit increase of 11.8% in the first three quarters of 2025 [21][22] - The report highlights the potential for recovery in demand for low-alcohol beverages and drinks, driven by health trends and product innovation [22][23] 4. Consumer Goods - The dairy sector is gradually stabilizing, with upstream supply clearing and downstream processing demand increasing, leading to a potential balance in the raw milk cycle [31][33] - The snack sector, particularly the konjac and oat categories, is expected to maintain high growth rates, supported by the expansion of new retail channels [31][36] - The report notes that the overall demand for dining remains weak, but specific segments like Western-style condiments and frozen baking show structural opportunities [31][33] Investment Recommendations - The report suggests focusing on companies that are early in their clearance processes and have strong brand momentum, such as Gujing Gongjiu and Luzhou Laojiao [11][12] - For low-alcohol beverages, attention is drawn to leading companies like Kweichow Moutai and Tsingtao Brewery, which are expected to benefit from demand recovery [11][12] - In the consumer goods sector, companies with strong performance and cost advantages, such as Yili and Modern Dairy, are recommended for investment [11][12]