四川水井坊股份有限公司章程 （2025 年 5 月 28 日修订，并经 2025 年 6 月 18 日股东会审议通过） 第一章 总则 第一条 为维护公司、股东、职工和债权人的合法权益,规范公司的组织和行为,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》)和其他有关规定,制定本章程。 第二条 公司系依照国家体改委体改生(1992)32 号文《股份有限公司规范意见》和其 他有关规定成立的股份有限公司。公司经 1999 年第一次临时股东大会审议通过,决定将 公司名称由"四川制药股份有限公司"更名为"四川全兴股份有限公司"；又经 2006 年 第一次临时股东大会审议通过，将公司名称由"四川全兴股份有限公司"变更为"四川 水井坊股份有限公司"(以下简称：公司)。 公司经成都市体制改革委员会成体改(1993)014 号和 97 号文件批准，以募集方式设 立；在成都市工商行政管理局注册登记，取得营业执照，统一社会信用代码 9151010072341539XY。 第三条 公司于 1996 年 11 月 16 日经中国证券监督管理委员会批准，首次向社会公 众发行人民币普通股 ...

证券代码：600779 证券简称：水井坊 公告编号：2025-020 四川水井坊股份有限公司 2024年年度股东大会决议公告 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 18 日 (二)股东大会召开的地点：成都市青羊区人民中路 1 段 15 号 天府丽都喜来登饭 店 (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 | 976 | | --- | --- | | 2、出席会议的股东所持有表决权的股份总数（股） | 317,967,677 | | 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 | 65.6264 | | 份总数的比例（%） | | (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，采取现场投票与网络投票相结合的方式召开， 符合《公司法》和《公司章程》的有关规定，合法、有效。本次会议由 ...

四川君合律师事务所 关于四川水井坊股份有限公司 2024 年年度股东大会的法律意见书 川君律股字[2025]JH56 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 2024 年年度股东大会，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 司股东大会规则》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》"）的有关规定，出具本法 律意见书。 为出具本法律意见书，本所律师审查了贵公司提供的有关召开本 次股东大会相关文件的原件或影印件，包括但不限于： 1、公司于 2025 年 4 月 30 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第十一届董事会 2025 年第一次会议决议公告》 《四川水井坊股份有限公司第十一届监事会 2025 年第一次会议决议 公告》； 2、贵公司于 2025 年 5 月 24 日、2025 年 5 月 29 日在上海证券 交易所官网刊载的《 ...

Core Viewpoint - The company is focusing on internal improvements and channel expansion to navigate the challenging external environment, aiming for growth opportunities during this period [1][10]. Financial Performance - Water Jiufang achieved a revenue of over 5 billion yuan for the first time last year, with net profit reaching a new high [1]. - In Q1 of this year, the company continued to see positive growth in revenue and net profit attributable to shareholders [1]. - The company's sales net profit margin for 2024 is 25.7%, an increase of 0.1 percentage points compared to the same period last year [6]. Sales and Marketing Strategy - The company emphasizes "动销" (sales activation) as a key focus, with a 45.1% year-on-year increase in consumer bottle-opening scans in Q1 [1]. - Water Jiufang has expanded its store count by over 24,000 as of Q1, with a focus on both traditional and new channels [3][7]. - New channels have shown significant growth, with a 184% year-on-year increase in revenue from these channels in Q1 [8]. Product Development - The company is implementing a "dual brand" strategy, with plans to launch iterative products under the "Water Jiufang" brand in the second half of the year [4][9]. - There is a focus on developing products with lower alcohol content to cater to younger consumers [4]. Operational Efficiency - The company is optimizing internal controls to enhance efficiency, with a focus on cost savings and productivity improvements [6][7]. - Despite rising costs, the company has managed to reduce overall operating costs and sales expenses in Q1 [6]. Future Outlook - The management expresses confidence in the company's ability to navigate through industry cycles and emphasizes the need for continuous internal improvement [10]. - The company is adjusting its production capacity plans in response to market conditions, with a planned investment of 4.048 billion yuan in a new production facility [11].

Core Viewpoint - The company is navigating a challenging environment in the liquor industry but remains focused on brand enhancement, product upgrades, and team development to create sustainable value for stakeholders [1][2]. Group 1: Financial Performance - In 2024, the company achieved revenue of 5.217 billion, a year-on-year increase of 5.32%, and a net profit of 1.341 billion, up 5.69% year-on-year [2]. - The growth is attributed to a consumer-centric approach, channel deepening, and improved sales strategies [2][3]. Group 2: Inventory Management - The company maintains a reasonable inventory level despite industry challenges such as supply-demand imbalance and price pressure [2][3]. - Inventory management is a key performance indicator for the company, with a focus on aligning shipments with sales [3]. Group 3: Product Strategy - The company is implementing a dual-brand strategy with "Shuijingfang" and "Diyifang," with new products set to launch in the second half of the year [4]. - There is a commitment to product innovation, including offerings targeted at younger consumers and the introduction of lower-alcohol products [4]. Group 4: Expansion Plans - The company plans to accelerate store coverage in key cities, aiming for double-digit growth in new store openings [4]. - The company is also enhancing its group purchase capabilities, with some cities seeing group sales exceeding double digits as a percentage of total sales [4]. Group 5: Project Development - The company is investing 4.048 billion in the second phase of the Qionglai project, which includes various facilities for production and logistics [5]. - Construction has commenced, with a flexible approach to project pacing based on market conditions [5].

Group 1: Industry Overview - The global economic situation in 2024 remains complex and uncertain, with some regions showing signs of recovery but overall growth momentum being insufficient [1] - The domestic economy is stable due to policy support and structural adjustments, with consumer confidence expected to gradually recover, although consumption preferences have significantly changed [1] - The liquor industry, particularly the baijiu sector, is experiencing a slowdown in overall growth, with increasing differentiation among enterprises and a rising concentration in regional markets [1] Group 2: Company Performance - The company achieved a revenue growth of 5.32% year-on-year, with net profit increasing by 5.69% during the reporting period [2] - The company opened over 10,000 new stores, successfully meeting its operational goals set at the beginning of 2024 [2][9] - The company’s total assets increased by 8.88% year-on-year, reaching 917,273.44 million yuan, while total liabilities decreased by 1.13% [22] Group 3: Strategic Initiatives - The company is implementing a strategic upgrade, focusing on brand, product, channel, culture, and strategic investment to achieve long-term growth [2][15] - A dual-brand system is being established, with "Shuijingfang" targeting the mid-to-high-end market (300-800 yuan) and "Diyifang" focusing on the high-end market (800 yuan and above) [2][15] - The company plans to enhance its product strategy by introducing a second star product in the 300-800 yuan price range to complement existing offerings [3][15] Group 4: Quality and Safety - The company emphasizes quality control and food safety, implementing rigorous management from raw material sourcing to production and distribution [4][5] - The company has received multiple quality awards, including "Quality Benchmark of Sichuan Province" and "National Quality Integrity Advanced Enterprise" [5] Group 5: Marketing and Brand Development - The company is focusing on emotional connections with consumers through targeted marketing campaigns, particularly in social and family gathering scenarios [6][12] - Collaborative marketing efforts with cultural institutions, such as the partnership with the Temple of Heaven, have been successful in enhancing brand recognition [6][12] - The company is expanding its e-commerce channels, integrating traditional and interest-based e-commerce to reach consumers more effectively [11] Group 6: Financial Metrics - The company reported a net profit attributable to shareholders of 1,341,028,977.40 yuan, with earnings per share increasing to 2.7607 yuan [26][30] - The gross profit margin for liquor products improved to 84.52%, reflecting a positive impact from product mix changes [24] - The company’s cash flow from operating activities decreased significantly, indicating challenges in cash inflow management [26][28]

四川水井坊股份有限公司 二〇二四年年度股东大会 会议资料 四川水井坊股份有限公司董事会办公室编制 2025 年 6 月 1 | | | | 议案之一 | 3 | | --- | --- | | 公司董事会2024 年度工作报告 | 3 | | 议案之二 | 12 | | 公司监事会2024 年度工作报告 | 12 | | 议案之三 | 14 | | 公司2024 年度财务决算报告 | 14 | | 议案之四 | 17 | | 公司2024 年年度报告及其摘要 | 17 | | 议案之五 | 18 | | 公司2024 年度利润分配或资本公积转增股本预案 | 18 | | 议案之六 | 19 | | 关于续聘立信会计师事务所（特殊普通合伙）的议案 | 19 | | 议案之七 | 20 | | 关于公司董事、高级管理人员2024 年度薪酬情况及2025 年度薪酬方案的议案 | 20 | | 议案之八 | 22 | | 关于公司监事2024 年度薪酬情况及2025 年度薪酬方案的议案 | 22 | | 议案之九 | 23 | | 关于购买董事、监事和高级经理职业责任保险的议案 | 23 | | 议案之十 | 24 ...

Core Insights - The article discusses the current trends and dynamics in the liquor industry, focusing on the rise of craft beer, the competition among major liquor brands in Hong Kong, and the strategies employed by companies during the off-season to engage consumers [1]. Industry Environment - The craft beer market is experiencing significant growth, driven by instant retail, with some retailers reporting sales increases of 20%-35%. However, traditional liquor distributors remain cautious due to short shelf life and supply chain challenges [2]. - The light bottle liquor market is projected to reach 150 billion by 2024, with potential to exceed 200 billion in the next decade. The "Bashi" brand from Sichuan Chunquan Group is gaining traction in Jiangsu, targeting the 30-60 yuan price range [3]. - Major Chinese liquor brands are rapidly expanding into the Hong Kong market, leveraging tax reductions and differentiated strategies to attract mid-to-high-end consumers, despite facing competition from foreign spirits [5]. - The liquor industry is shifting focus from channel-driven strategies to consumer-driven approaches, with companies like Moutai and Xijiu enhancing brand engagement through immersive experiences [6]. Future Predictions - The liquor industry is expected to undergo three major changes in the next decade: a shift towards smoother flavors to appeal to younger consumers, increased concentration among leading brands, and accelerated integration across different liquor categories [7]. Brand Dynamics - Yanjing Beer has successfully transitioned from single-point marketing to a comprehensive ecosystem approach, significantly increasing its revenue and profitability through high-end product offerings [11][12]. - Kuaizi Jiu is establishing a cultural benchmark with the opening of the largest brewing heritage exhibition hall in China, enhancing its brand's historical significance and supporting its high-end strategy [13]. - The "Shancheng Beer" trademark dispute highlights the challenges foreign brands face in local markets, with Carlsberg's strategy facing scrutiny due to declining brand value [14]. - Wuliangye's "He Mei" wedding event exemplifies the integration of traditional culture and modern marketing, promoting brand engagement through experiential marketing [15]. - China Resources Beer’s dual empowerment strategy for beer and liquor is underperforming, with its liquor segment failing to meet growth targets [17]. - Yanjing Beer is struggling with high-end positioning amidst a competitive landscape, facing challenges in revenue growth and market strategy [18]. - Guojiao 1573 is innovating through cultural narratives, collaborating with intangible cultural heritage artisans to enhance brand identity and consumer connection [19]. - Shacheng Laojiao has achieved remarkable growth, with projected revenue of 1.4 billion in 2024, driven by strategic market focus and product offerings [20]. - Water Well Square is promoting cultural values through its collaboration with artist Zhu Bingren, enhancing brand visibility during the Dragon Boat Festival [21]. - Liu Ling Zui Jiu is leveraging cultural heritage to establish a strong market presence, focusing on product diversity and consumer experience [23]. - Hongxing Erguotou has been recognized as a leading consumer brand in Beijing, emphasizing quality and cultural heritage in its production processes [24].

Investment Rating - The report maintains a "Buy" investment rating for the food and beverage industry [8]. Core Viewpoints - The report highlights a bottoming trend in the liquor sector, with a focus on traditional consumer new beverages. It notes that the recent policy changes regarding government banquets will impact market sentiment but not significantly affect the fundamental demand for liquor, which is expected to stabilize [6][8]. - The report emphasizes the potential for investment in companies with valuation advantages and those that are actively repurchasing shares or increasing dividends, suggesting a favorable outlook for companies like Shui Jing Fang, Shanxi Fenjiu, and Shede Liquor [6][8]. - The report also discusses the new beverage products being launched by traditional consumer companies, indicating a shift towards health and wellness trends, with companies like Gu Yue Long Shan and Li Zi Yuan targeting younger demographics with innovative products [7][8]. Summary by Sections Industry News - In the first four months, the liquor production in Lüliang decreased by 1.5%. Tmall's 618 event saw a 72% growth in core liquor brands. Fujian province exported 280 million yuan worth of beer in the same period [16]. Company News - Guizhou Moutai launched a new series of Moutai liquor. Wuliangye is under local government investigation, and Luzhou Laojiao is maintaining a higher channel profit margin compared to competitors [19]. Investment Strategy - The report recommends focusing on companies with strong fundamentals and growth potential in the liquor sector, including Wuliangye, Luzhou Laojiao, and Shanxi Fenjiu, while also highlighting opportunities in the new beverage segment [6][8]. Key Company and Earnings Forecast - The report provides earnings per share (EPS) and price-to-earnings (PE) ratios for several companies, all rated as "Buy," including Luzhou Laojiao, Wuliangye, and Guizhou Moutai, indicating strong expected performance in the coming years [10].

Investment Rating - The report maintains a "Positive" investment rating for the liquor industry [13] Core Insights - The liquor industry is experiencing a proactive inventory reduction phase, with companies adjusting their growth strategies to maintain healthy operations [6][10] - In 2024, the total revenue of the liquor industry is projected to be 431.6 billion yuan, reflecting a year-on-year growth of 8.25% [2][18] - The net profit attributable to shareholders for 2024 is expected to reach 166.6 billion yuan, with a year-on-year increase of 7.28% [2][18] Revenue and Profit Trends - The quarterly revenue growth rates for the liquor industry from Q1 2024 to Q1 2025 are +15.37%, +12.05%, +2.42%, +1.43%, and +2.42% respectively [2][6] - The quarterly net profit growth rates for the same period are +15.68%, +10.79%, +1.88%, -2.7%, and +2.63% respectively [2][6] Price Segment Analysis - High-end liquor shows relatively stable performance with a revenue growth rate of 12% in 2024, while the mass market segments face significant adjustments [7][29] - In Q1 2025, the revenue growth rates are as follows: high-end (8%), next high-end (3%), mass high-end (-11%), and mass ordinary (-12%) [30] Profitability Metrics - The gross profit margin for the liquor industry in 2024 is 82.99%, with a slight year-on-year increase of 0.42 percentage points [9][39] - The net profit margin for 2024 is 38.6%, showing a decrease of 0.35 percentage points year-on-year [9][39] Cash Flow Situation - The operating cash flow for Q4 2024 is reported at 62.2 billion yuan, reflecting a year-on-year increase of 51% [48] - In Q1 2025, the operating cash flow is 40.9 billion yuan, with a year-on-year growth of 34% [48] Structural Opportunities - Despite the overall inventory reduction phase, there are still structural opportunities within the industry, particularly for companies with strong barriers and pricing power [10][20] - The report suggests focusing on companies that are benefiting from market share concentration and consumption upgrades, particularly high-end brands [11]