国浩律师（成都）事务所 关于 舍得酒业股份有限公司 2026 年第一次临时股东会 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 二〇二六年一月 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 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 2026 年第一次临时股东会 法律意见书 国浩蓉（2026）律见字第 1090 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"舍得酒业 ...

Group 1 - The core viewpoint of the article highlights a decline in A-share market for liquor stocks, particularly with major brands like Moutai planning to lower the prices of several products [1] - Major liquor stocks such as Shui Jing Fang, Gu Jing Gong Jiu, and others fell over 1%, while Moutai experienced a slight decline of 0.7% [1] - Moutai has reportedly confirmed a price reduction for certain products, including premium Moutai and Moutai 1935, affecting the contract prices for distributors [1]

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Core Viewpoint - The liquor sector experienced a rise of 0.79% on January 12, with *ST Rock leading the gains, while the Shanghai Composite Index rose by 1.09% and the Shenzhen Component Index increased by 1.75% [1] Group 1: Market Performance - The closing price of *ST Rock was 3.20, with a gain of 4.92% and a trading volume of 132,400 shares, amounting to 41.70 million yuan [1] - Gujing Gongjiu closed at 141.73, up 2.94%, with a trading volume of 48,000 shares and a transaction value of 675 million yuan [1] - Luzhou Laojiao closed at 119.29, increasing by 2.08%, with a trading volume of 129,600 shares and a transaction value of 1.54 billion yuan [1] Group 2: Capital Flow - The liquor sector saw a net inflow of 403 million yuan from main funds, while retail investors experienced a net outflow of 29.32 million yuan [1] - Wuliangye had a main fund net inflow of 267 million yuan, but retail funds saw a net outflow of 87.06 million yuan [2] - Luzhou Laojiao recorded a main fund net inflow of 85.62 million yuan, with retail funds experiencing a net outflow of 34.07 million yuan [2]

Core Insights - The white liquor industry is experiencing a significant downturn, with 2025 being particularly challenging due to rational consumption and ongoing anti-corruption efforts, prompting companies to reassess their market strategies [1][4] Group 1: Market Conditions - Many liquor businesses, including those in Tianjin, reported losses in 2025, with sales figures dropping significantly compared to previous years, indicating a severe market contraction [2][4] - The average retail price of major liquor brands has decreased by 30% in 2025, with 99% of premium liquor prices falling [3][4] - The industry is facing a deep adjustment period, with many companies experiencing double-digit declines in revenue and net profit in the third quarter of 2025 [4] Group 2: Changes in Business Strategy - Liquor companies are shifting their focus from traditional sales models to consumer-centric approaches, emphasizing supply-demand matching and price balance [6][8] - There is a notable trend of companies avoiding long-term contracts with suppliers to mitigate financial risks associated with unsold inventory [3][4] - New growth models are emerging, with companies like Moutai and Fenjiu focusing on consumer engagement and exploring new consumption scenarios [6][7] Group 3: Consumer Behavior and Preferences - The demand for liquor is declining, particularly in corporate gifting and festive occasions, leading to increased competition and pressure on distributors [3][5] - The industry is witnessing a shift towards lower-alcohol products and innovative offerings to attract younger consumers and diversify market reach [7][8] - The implementation of new regulations against wasteful consumption has further altered drinking scenarios, compelling companies to adapt their strategies [7][8]

"酒价内参"的每日数据源自全国各大区均有合理分布的约200个采集点，包括但不限于酒企的指定经销 商、社会经销商、主流电商平台和零售网点等，原始取样数据为过去24个小时中各点位经手的真实成交 终端零售价格，力求为社会各界提供一份关于知名白酒市场价格的客观、真实、科学、全程可追溯的数 据。 【点击进入酒价内参，查看真实酒价】 白酒业的重要新闻方面，新浪财经于本周二发布"2025中国企业ESG百强"榜单，其中入选的白酒企业共 有五家，依序分别为贵州茅台，五粮液，古井贡酒，山西汾酒和舍得酒业，它们分别排在第27、53、 74、89、97位。该榜单以专业、客观的评选标准，筛选中国ESG实践的标杆企业，同时也为投资者提供 极具参考价值的决策依据。榜单主要依托新浪财经ESG评级体系，以5000余家A股上市公司及在港上市 内地企业为评价对象，搭建了18套行业ESG评价模型，对企业ESG表现进行综合、定量评价。此次评选 不仅在于识别和表彰领先企业，更期望通过树立典范，推动ESG理念深度融入企业战略，促进产业链整 体提升，为中国经济的可持续发展提供重要参照。 新浪财经"酒价内参"重磅上线 知名白酒真实市场价尽在掌握 新浪财经"酒 ...

Core Insights - The core viewpoint of the news is that the Chinese liquor market, particularly the top ten liquor products, has experienced a significant decline in retail prices, indicating a downward pressure on the market and a lack of confidence among consumers [1][6]. Price Trends - The average retail price of the top ten liquor products has decreased, with a total price of 8982 yuan for a bundled sale, down 58 yuan from the previous day, marking a new low since November 18 of the previous year [1][6]. - Seven out of the ten products have seen price declines, with notable drops including Wuliangye (down 15 yuan/bottle) and Qinghua Lang (down 15 yuan/bottle) [7][1]. - Other products such as Guojiao 1573 and premium Moutai also experienced price reductions of 14 yuan and 7 yuan per bottle, respectively [7][1]. Market Sentiment - The overall market is characterized by a broad decline, reflecting insufficient confidence among consumers, as indicated by the simultaneous price drops of leading brands and core products [7][1]. Data Collection Methodology - The data for the liquor price reference is sourced from approximately 200 collection points across various regions, including designated distributors, social distributors, mainstream e-commerce platforms, and retail outlets, aiming to provide objective and traceable market price data [2][7]. ESG Rankings - Five liquor companies were included in the "2025 China ESG Top 100" list published by Sina Finance, with rankings as follows: Kweichow Moutai (27th), Wuliangye (53rd), Gujing Gongjiu (74th), Shanxi Fenjiu (89th), and Shede Jiuye (97th) [2][7]. - The rankings are based on a comprehensive evaluation of ESG performance among over 5,000 A-share listed companies and Hong Kong-listed mainland enterprises, utilizing 18 industry-specific ESG evaluation models [2][7].

Core Viewpoint - The liquor sector experienced a decline of 0.47% on January 7, with *ST Rock leading the drop, while the Shanghai Composite Index rose by 0.05% and the Shenzhen Component Index increased by 0.06% [1]. Group 1: Market Performance - The closing prices and performance of key liquor stocks showed mixed results, with Guizhou Moutai at 1423.36 yuan (-0.33%), and Wuliangye at 107.52 yuan (-0.60%) [1][2]. - The total net outflow of main funds from the liquor sector was 244 million yuan, while retail investors saw a net inflow of 437.07 thousand yuan [2]. Group 2: Trading Volume and Value - Guizhou Moutai had a trading volume of 29,700 hands and a transaction value of 4.234 billion yuan, while Wuliangye had a trading volume of 123,100 hands and a transaction value of 1.326 billion yuan [1][2]. - The trading volume for the liquor sector was highlighted, with notable transactions including Luzhou Laojiao at 93,700 hands and a transaction value of 1.102 billion yuan [2]. Group 3: Fund Flow Analysis - Guizhou Moutai saw a main fund inflow of 76.40 million yuan, while *ST Rock experienced a main fund outflow of 4.17 million yuan [3]. - The fund flow analysis indicated that retail investors contributed positively to some stocks, such as Tianyoude Liquor, which had a retail net inflow of 121.59 thousand yuan [3].

Core Insights - Tuo Pai, a renowned national liquor brand, is actively engaging in innovative marketing strategies during the Spring Festival, signaling market growth and showcasing confidence in its development [2][21] Marketing Strategies - Tuo Pai has partnered with the popular rock band "Wu Tiao Ren" to create a creative short film titled "Tuo Pai Spring Festival Strategy" and a new music MV "You You Le New Year," enhancing emotional connections with consumers [3][4] - The collaboration focuses on addressing contemporary social challenges faced during the Spring Festival, providing practical and entertaining solutions through music [4][8] Brand Engagement - The reimagined classic song "You You Sui Yue" by Wu Tiao Ren has resonated with audiences, evoking nostalgia and reinforcing Tuo Pai's brand identity [6][11] - Tuo Pai is launching a "Jiu Zhuo Ge Shen Challenge" on Douyin to interact with consumers and create a festive atmosphere, running until February 15 [8][19] Cross-Industry Collaborations - Tuo Pai has collaborated with Didi Chuxing for the "Home is Happiness Year" campaign, offering consumers chances to win discounts and benefits, effectively linking the brand to the emotional value of returning home during the Spring Festival [9][11] - The brand's partnerships with various platforms, including Douyin and Didi, are expected to enhance its visibility and consumer engagement [17][19] Sales and Distribution - Tuo Pai is implementing a comprehensive marketing strategy that includes online promotions on platforms like JD, Tmall, and Douyin, as well as offline events in over 30 cities, aiming to boost sales during the festive season [11][19] - The introduction of special products, such as the "Tuo Pai Qu Jiu·Snake Year Commemorative Wine," caters to gifting needs during the Spring Festival, enhancing market penetration [13][19] Brand Positioning - Tuo Pai's marketing efforts during the Spring Festival reflect its strong brand identity and growth potential, positioning it favorably in the competitive liquor market [21]

Industry Environment - The liquor industry is undergoing a channel transformation, with traditional inventory strategies failing and instant retail emerging as a new opportunity. Leading companies like Moutai and Luzhou Laojiao are exploring online channels and new models such as "live streaming + instant fulfillment" [3] - The scattered liquor market is expected to grow from 80 billion yuan in 2024 to over 100 billion yuan in 2025, driven by companies like Gujing Gongjiu and Kuozi Jiao, which are targeting young consumers with experiential and diverse product offerings [5] - The competition in the liquor industry is shifting towards "value deepening," with companies focusing on product reconstruction and cultural resonance to meet the demands of younger and female consumers [6] Market Trends - The trend of low-alcohol liquor is gaining traction, with major brands like Wuliangye and Gujing Gongjiu launching new products to cater to younger consumers' preferences for lower alcohol content. The low-alcohol market is projected to reach 57 billion yuan by 2025 [7] - The white liquor market is experiencing a shift from "face consumption" to "substance consumption," with a focus on quality and experience rather than just brand prestige [9][14] - The scattered liquor market is becoming a new growth area, with brands leveraging community consumption and flexible pricing strategies to attract consumers [20][21] Sales and Marketing Strategies - Companies are increasingly focusing on enhancing bottle opening rates to address high inventory levels and declining consumption. Some brands have reported significant increases in opening rates through targeted marketing strategies [15] - The concept of "user co-creation" is emerging as a key strategy for brands to engage consumers and enhance brand loyalty, with companies like Wuliangye and Fenjiu exploring new ways to connect with their audience [16][17] - The wedding market is seeing a resurgence, with a 30% increase in wedding events in certain regions, although overall liquor consumption at these events is declining due to economic pressures [19] Brand Dynamics - Moutai is facing challenges with declining prices and inventory buildup, prompting the company to optimize its product structure and marketing strategies to attract younger consumers [12][14] - The introduction of new products and collaborations, such as the partnership between Water Well and actor Tony Leung, is aimed at enhancing brand image and connecting with consumers on an emotional level [26][34] - The rise of health-oriented products, particularly in the health liquor segment, is attracting younger female consumers, with brands like Jinjiu successfully tapping into this demographic [36] Future Outlook - The liquor industry is expected to continue evolving, with a focus on digital transformation and the integration of AI technologies to enhance operational efficiency and consumer engagement [37] - The scattered liquor market is projected to exceed 100 billion yuan, indicating a significant shift in consumer preferences towards more affordable and accessible options [20][21] - The industry is likely to see a continued emphasis on quality and value, as brands adapt to changing consumer demands and market conditions [22][29]