四川君合律师事务所 关于四川水井坊股份有限公司 1、贵公司于 2025 年 8 月 29 日在上海证券交易所官网刊载的《四 川水井坊股份有限公司十一届董事会 2025 年第二次会议决议公告》； 2、贵公司于 2025 年 8 月 29 日在上海证券交易所官网刊载的《四 川水井坊股份有限公司关于召开 2025 年第一次临时股东会的通知》 （以下简称"《股东会通知》"）； 3、2025 年 9 月 10 日在上海证券交易所官网刊载的《四川水井 坊股份有限公司 2025 年第一次临时股东会会议资料》。 1 2025 年第一次临时股东会的法律意见书 川君律股字[2025]JH 律股 58 号 致：四川水井坊股份有限公司 四川君合律师事务所(以下简称"本所"）接受四川水井坊股份有 限公司（以下简称"贵公司"）的委托，指派律师出席了贵公司召开 的 2025 年第一次临时股东会，并出具本法律意见书。 本所律师根据《中华人民共和国公司法》（以下简称"《公司法》"）、 《中华人民共和国证券法》（以下简称"《证券法》"）、《上市公司股东 会规则》等法律、法规和规范性文件以及《四川水井坊股份有限公司 章程》（以下简称"《公司章程》 ...

证券代码：600779 证券简称：水井坊 公告编号：2025-028 四川水井坊股份有限公司 2025年第一次临时股东会决议公告 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)股东会召开的时间：2025 年 9 月 18 日 (二)股东会召开的地点：成都市锦江区水井街 19 号水井坊博物馆多功能厅 (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 | 943 | | --- | --- | | 2、出席会议的股东所持有表决权的股份总数（股） | 333,124,573 | | 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（%） | 68.7547 | | 议案 | 议案名称 | | | 同意 | | 反对 | | 弃权 | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | 序号 | | | | 票 ...

股票代码：600779 股票简称：水井坊 编 号 ： 2025-029 四川水井坊股份有限公司 十一届董事会 2025 年第三次会议决议公告 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。 四川水井坊股份有限公司（以下简称"公司"）于2025 年9 月18 日以通讯表决 方式召开了十一届董事会2025 年第三次会议。会议通知于2025 年9 月8 日通过电子 邮件方式送达全体董事。会议应参加表决董事9 人，实际参加表决董事9 人。会议的 召集、通知、召开时间、地点、方式及出席人数均符合《公司法》《公司章程》及相关 法律法规的规定，合法、有效。经与会董事充分审议，会议于2025 年9 月18 日通过 如下决议： 一、审议通过了公司《关于调整专门委员会成员的议案》 因公司2025 年第一次临时股东会审议通过了《关于选举Haiying Cheng 女士为 公司董事的议案》，根据《公司法》《公司章程》的有关规定，并结合公司实际情况， 补选Haiying Cheng 女士担任十一届董事会战略委员会、薪酬与考核委员会及审计委 员会委员，任 ...

Investment Rating - The report suggests a recommendation for strong brands such as Guizhou Moutai, Wuliangye, and Luzhou Laojiao, as well as Shanxi Fenjiu, which has a clear growth path in a counter-cyclical environment [5]. Core Insights - The industry is currently in a phase of accelerated bottoming, transitioning from "passive clearing" to "active adjustment" due to ongoing pressures from excess supply and demand scenarios [3][5]. - The first half of 2025 saw a negative growth in revenue and net profit for major liquor companies, marking the first negative growth in this cycle [15]. - The report highlights a structural opportunity during the volume adjustment period, with market pricing increasingly favoring dividend yield and market share [3][5]. Summary by Sections Industry Overview - The white liquor industry faced challenges in the first half of 2025, including slow macroeconomic recovery and strict alcohol prohibition policies, leading to a decline in consumption scenarios and continued pressure on demand [5]. - The overall revenue and net profit for 17 major liquor companies were 2368.3 billion and 944.6 billion respectively, with a year-on-year decline of 0.4% and 0.9% [15]. Performance Analysis - In Q2 2025, the revenue and net profit for the industry were 867.2 billion and 313.4 billion respectively, reflecting a year-on-year decline of 4.7% and 7.3%, marking the first negative growth in revenue during this cycle [15]. - High-end liquor maintained positive growth, while the mid-range and regional brands experienced declines [20][22]. Market Dynamics - The report indicates that the market is shifting focus from short-term recovery scenarios to verifying the bottom of demand trends through year-on-year comparisons [3]. - The report anticipates a recovery in the third quarter, driven by seasonal consumption events such as Mid-Autumn Festival and National Day, which may accelerate the bottoming process of the fundamentals [5]. Investment Recommendations - The report recommends focusing on brands with strong market positions and growth potential, including Guizhou Moutai, Wuliangye, Luzhou Laojiao, and regional leaders like Guyi Gongjiu and Jinhui Jiu [5].

Core Viewpoint - The white liquor industry is experiencing a "low-degree competition" as several companies, including Wuliangye and Gujinggongjiu, have launched low-degree liquor products to attract younger consumers and adapt to changing market dynamics [1][5]. Industry Trends - Since late August, multiple liquor companies have introduced low-degree white liquor, indicating a shift in consumer preferences and market strategies [1]. - The overall number of large-scale liquor enterprises in China has decreased, with 887 companies reported in mid-2025, down over 100 from the previous year [4]. - The production of white liquor has declined by 5.8% year-on-year, with sales revenue slightly increasing by 0.19% to 330.42 billion yuan, while profits fell by 10.93% to 87.69 billion yuan [4]. Market Response - Retailers have been cautious about stocking new low-degree products, with many still focusing on high-degree liquor, which dominates the market [2][3]. - The current market for low-degree liquor is primarily driven by local brands, with only a small percentage of low-degree options available in stores [2][3]. Consumer Insights - The primary consumer base for liquor remains middle-aged and older individuals, with younger consumers showing a preference for purchasing low-degree liquor through online channels or convenience stores [3]. - A survey indicated that only 19% of young consumers prefer white liquor, while 52% favor beer and 29% prefer foreign or fruit wines [4]. Strategic Initiatives - Major liquor companies are launching low-degree products as a strategy to engage younger consumers and expand into casual drinking scenarios [5]. - Companies like Gujinggongjiu and Wuliangye have recently introduced new low-degree products, indicating a competitive push in this segment [5]. Challenges - The definition of low-degree liquor varies, complicating market positioning and consumer understanding [6]. - The industry faces challenges in establishing consumption habits and market recognition for low-degree liquor, as traditional consumption scenarios remain dominated by high-degree products [7].

Group 1 - The food and beverage sector experienced a volatile pullback on September 17, with the Food ETF (515710) opening lower and maintaining a downward trend throughout the day, closing down 0.31% [1][2] - Several liquor stocks, particularly Kweichow Moutai, faced significant declines, with Jinhuijiu down 3%, and others like Jiu Gui Jiu and She De Jiu Ye dropping over 2% [1][3] - The overall sentiment in the liquor market is affected by recent clarifications from Kweichow Moutai regarding false promotional activities, emphasizing the stability of their distribution channels [1][3] Group 2 - Pacific Securities noted that the liquor sector is at a "fundamental bottom and low valuation" phase, with potential for weak recovery in demand as the Mid-Autumn Festival approaches [3][4] - The food and beverage sector is seeing mixed performance, with meat products and liquor leading gains, while snacks and beer are experiencing declines [3][4] - Current valuations in the food and beverage sector are at low levels, suggesting a favorable time for investment, with the Food ETF's price-to-earnings ratio at 21.12, marking a low point in the last decade [3][4] Group 3 - Everbright Securities indicated that the liquor sector is undergoing adjustments due to policy impacts, with a noticeable decline in demand, but a potential recovery is expected in the latter half of the year [4][5] - Xiangcai Securities highlighted the low valuation levels in the sector, suggesting opportunities for alpha generation through high-quality stocks [4][5] - The focus should be on companies with stable demand and strong risk resistance, as well as those innovating in new products and channels [5]

Market Overview - The Shanghai Composite Index closed at 3877.55 points, with a change of 0.41% [1] - The total trading volume of A-shares reached 1561.918 billion yuan [1] Technical Analysis - A total of 127 A-shares experienced a death cross, where the 5-day moving average fell below the 10-day moving average [1] - Notable stocks with significant distance between their 5-day and 10-day moving averages include: - COFCO Technology: 5-day MA at 11.41 yuan, 10-day MA at 11.52 yuan, difference of -0.92% [1] - Jiuri New Materials: 5-day MA at 27.35 yuan, 10-day MA at 27.59 yuan, difference of -0.86% [1] - Potential Energy Trust: 5-day MA at 20.44 yuan, 10-day MA at 20.59 yuan, difference of -0.77% [1] Individual Stock Performance - COFCO Technology: Today's change of 0.09%, trading volume of 1.13% [1] - Jiuri New Materials: Today's change of 1.49%, trading volume of 1.84% [1] - Potential Energy Trust: Today's change of 0.34%, trading volume of 1.64% [1] - Other notable stocks with death crosses include: - Tongzhou Electronics: Today's change of -0.42%, trading volume of 2.40% [1] - ST Long Pharmaceutical: Today's change of -2.50%, trading volume of 2.14% [1] - Jin Hong Shun: Today's change of -1.44%, trading volume of 2.07% [1]

Summary of Conference Call on China Spirits Industry Industry Overview - The spirits industry in China is currently facing challenges due to the ongoing impact of the anti-extravagance policy, which has affected consumer demand and retail momentum. [1][2][11] - The third quarter of 2025 (3Q25) is expected to be the trough for the industry, with a projected sales decline of 5% to 27% across various brands, excluding Moutai and Jiugui. [1][2][21] Key Points and Arguments Demand and Sales Trends - Retail momentum is anticipated to remain weak, particularly during the peak season due to fewer holiday days compared to previous years. [1] - A significant decline in retail volume is expected, with estimates of a 30% drop in August and a 15-20% decline during the peak season. [11] - The wholesale pricing remains under pressure, with notable declines in prices for key brands like Feitian Moutai and Common Wuliangye. [19][27] Shipment and Inventory Management - Spirits companies are prioritizing channel health by implementing deeper destocking and tighter shipment controls to ease distributor financing burdens. [1][2] - The trend of controlling shipments is crucial for maintaining channel inventory and supporting wholesale prices, especially for high-end spirits. [18][27] Financial Forecasts and Revisions - Sales and net profit forecasts for super-premium and upper-mid-end spirits have been revised down by up to 6% and 17% respectively for 2025E-27E. [2][42] - Despite the cautious outlook, target multiples have been raised by 9-19% to reflect a more normalized valuation level amid market re-rating. [2] Product Strategy and Market Positioning - Companies are focusing on product strategy to navigate the current market challenges, including reinforcing mid-end and mass portfolios and innovating lower-degree liquor products for younger consumers. [11] - The emphasis on residential banquets and product mix shifts is seen as a potential catalyst for recovery. [11] Dividend and Shareholder Returns - There is potential for enhancement in shareholder returns, with increased dividend payout forecasts for companies like Wuliangye. [11][43] Additional Important Insights - The anti-extravagance policy's impact is expected to gradually normalize, potentially boosting sentiment during the 2026 Chinese New Year holiday season. [11] - The affordability of high-end spirits has improved, which may support residential demand as policy headwinds ease. [31] - The spirits sector has seen a rotation towards laggards, indicating a market sentiment shift towards recovery narratives. [12][42] Conclusion - The China spirits industry is navigating a challenging environment with significant policy impacts affecting demand and pricing. However, strategic adjustments in shipment control, product offerings, and potential improvements in affordability may provide pathways for recovery in the coming years. [1][2][11][12]

Core Viewpoint - The Chinese liquor industry is shifting from a "business necessity" to a "lifestyle enjoyment" approach, with many companies launching lower-alcohol products to attract younger consumers and enhance market vitality [2][3][4]. Group 1: Industry Trends - Several major liquor companies, including Wuliangye, Luzhou Laojiao, and Shui Jing Fang, are actively introducing lower-alcohol products, indicating a trend towards product diversification and market adaptation [2][3]. - The market for low-alcohol liquor is projected to grow significantly, from approximately 20 billion yuan in 2020 to about 57 billion yuan in 2024, with an expected compound annual growth rate of 30% [4]. Group 2: Consumer Demographics - The primary consumer demographic for liquor is shifting, with older generations gradually exiting the market, while younger consumers, particularly those born after 1985, are becoming the main growth drivers [3][4]. - The younger generation prefers personalized, lower-alcohol, and social drinking experiences, which necessitates a strategic shift for liquor companies to engage this demographic effectively [3][5]. Group 3: Marketing and Sales Strategies - Companies need to adopt innovative marketing strategies, utilizing new media and experiential marketing to resonate with younger consumers and stimulate brand engagement [5][6]. - The current market faces challenges, including a lack of consumption scenarios for low-alcohol products and limited channel profitability, which may hinder sales unless companies implement supportive policies [5][6]. Group 4: Future Directions - Lowering alcohol content is seen as a starting point for companies to connect with younger consumers, but deeper engagement with consumer preferences and behaviors is essential for long-term success [6]. - The industry is entering a new era characterized by rational consumption attitudes, where understanding and responding to the needs of younger consumers will be crucial for driving growth [6].

Core Viewpoint - The Chinese liquor industry, particularly the baijiu sector, is undergoing significant pressure with over 80% of the 20 listed baijiu companies experiencing revenue declines due to macroeconomic challenges, consumer differentiation, and high channel inventory [1] Group 1: Company Performance - Water Jiufang reported a revenue of 1.498 billion yuan and a net profit of 105 million yuan for the first half of 2025, both showing declines [1] - Despite the declines, institutions like Huatai Securities and Guojin Securities have given "buy" and "strongly recommended" ratings for Water Jiufang, indicating a focus on the company's long-term value and strategic execution [1][3] Group 2: Strategic Focus - Water Jiufang emphasizes channel health management, sacrificing short-term growth for long-term stability, and has taken measures against market disruptions such as low-price dumping [4] - The company employs a differentiated channel strategy, achieving over 126% revenue growth in new channels and increasing terminal coverage and operational efficiency [5] Group 3: Brand and Market Positioning - Water Jiufang maintains a high-end brand positioning while adopting flexible product and pricing strategies to meet consumer demand during industry adjustments [6][8] - The company is committed to dual-brand operation, enhancing its high-end image while introducing high-quality, cost-effective products to cater to diverse consumer trends [8] Group 4: ESG Commitment - Water Jiufang has achieved a BBB rating in MSCI ESG ratings, ranking among the top in the baijiu industry, and has implemented sustainable practices in raw material sourcing and production [9][11] - The company has initiated a non-material cultural heritage protection fund and established organic sorghum planting bases to support rural revitalization [11] Group 5: Long-term Outlook - The current industry phase is seen as a critical period for internal strengthening, with Water Jiufang focusing on channel cultivation, brand development, and ESG investments to build long-term barriers [12][13] - The cyclical fluctuations in the baijiu industry do not diminish its long-term value, and Water Jiufang's strategic patience may position it for high-quality growth in future recovery cycles [13]