恒一律师 山西杏花村汾酒厂股份有限公司 2024年年度股东大会 法律意见书 山西恒一律师事务所 Shanxi Hengyi Law Office 中国·太原 晋源区长兴南街 8号 1 幢 11 层办公 1101 号、1108 号 邮编:030012 电话:(0351) 7555621 传真:(0351) 7555621 电子信箱:shanxihengyi@163.com 网址:http://www.shanxihengyi.com 致:山西杏花村汾酒厂股份有限公司 山西恒一律师事务所(以下简称"本所")接受贵公司的委托,指派王莹、张 萌律师出席贵公司 2024年年度股东大会(以下简称本次股东大会),并依据《中 华人民共和国公司法》(以下简称《公司法》)、《上市公司股东大会规则》(以 下简称《股东大会规则》)以及《山西杏花村汾酒厂股份有限公司章程》(以下 简称《公司章程》)的有关规定,就贵公司本次股东大会的召集、召开程序、出 席会议人员资格和召集人资格、会议表决程序和表决结果等有关事项出具法律意 见。 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 ...

一、 会议召开和出席情况 (一)股东大会召开的时间：2025 年 5 月 29 日 (二)股东大会召开的地点：公司会议室 (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 | 1,234 | | --- | --- | | 2、出席会议的股东所持有表决权的股份总数（股） | 1,007,087,414 | | 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（%） | 82.5505 | 证券代码：600809 证券简称：山西汾酒 公告编号：临 2025-015 山西杏花村汾酒厂股份有限公司 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 表决情况： 二、 议案审议情况 (一) 非累积投票议案 1、 议案名称：2024 年度董事会工作报告 审议结果：通过 (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，会议由公司董事长 ...

证券代码：600809 证券简称：山西汾酒 公告编号：临 2025-016 山西杏花村汾酒厂股份有限公司 第八届董事会第七十三次会议决议公告 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。 一、董事会会议召开情况 山西杏花村汾酒厂股份有限公司（以下简称"公司"）于 2025 年 5 月 26 日以书面方式向全体董事发出关于召开第八届董事会第七十三次会议的 通知。会议于 2025 年 5 月 29 日在公司会议室以现场方式召开，会议由袁 清茂董事长主持，应到董事九名，实到董事九名。公司监事会成员、高级 管理人员列席了本次会议，会议的召开、表决程序符合《公司法》和公司 《章程》的有关规定。 二、董事会会议审议情况 1.会议选举武跃飞先生为公司第八届董事会副董事长，任期与本届董 事会一致。 同意票 9 票，反对票 0 票，弃权票 0 票。 2.会议对公司第八届董事会下设各专门委员会人员组成进行部分调 整，确定各委员会人员组成如下： 2025 年 5 月 30 日 （1）战略委员会 主任委员：袁清茂 1 委 员： 武跃飞 李振寰 刘 ...

Core Points - Shanxi Fenjiu announced the election of Wu Yuefei as the vice chairman of the eighth board of directors, with a term consistent with the current board [1] Summary by Category Company Governance - The eighth board of directors of Shanxi Fenjiu held its 73rd meeting on May 29, 2025, where Wu Yuefei was elected as the vice chairman [1]

Market Overview - The FTSE China A50 Index component stocks showed a mixed performance with the semiconductor sector rising throughout the day while the automotive sector turned negative in the afternoon [1] Insurance Sector - China Life Insurance had a market capitalization of 358.657 billion with a trading volume of 1.868 billion, increasing by 1.35% - China Pacific Insurance had a market capitalization of 333.441 billion with a trading volume of 0.580 billion, increasing by 0.43% - Ping An Insurance had a market capitalization of 974.612 billion with a trading volume of 1.173 billion, decreasing by 1.22% [3] Alcohol Industry - Kweichow Moutai had a market capitalization of 1934.545 billion with a trading volume of 10.48 billion, decreasing by 0.12% - Wuliangye Yibin had a market capitalization of 229.085 billion with a trading volume of 20.36 billion, increasing by 0.32% - Shanxi Fenjiu had a market capitalization of 494.206 billion with a trading volume of 33.75 billion, increasing by 0.20% [3] Semiconductor Sector - Northern Huachuang had a market capitalization of 227.153 billion with a trading volume of 15.27 billion, increasing by 1.89% - Cambricon Technologies had a market capitalization of 255.859 billion with a trading volume of 26.75 billion, increasing by 0.48% [3] Automotive Sector - BYD had a market capitalization of 289.728 billion with a trading volume of 69.43 billion, decreasing by 0.48% - Great Wall Motors had a market capitalization of 1097.498 billion with a trading volume of 3.62 billion, decreasing by 0.13% - Beijing-Shanghai High-Speed Railway had a market capitalization of 195.928 billion with a trading volume of 3.67 billion, increasing by 0.34% [3] Energy Sector - COSCO Shipping had a market capitalization of 1520.904 billion with a trading volume of 6.46 billion, decreasing by 0.36% - Sinopec had a market capitalization of 694.943 billion with a trading volume of 13.18 billion, decreasing by 1.04% [3] Coal Industry - China Shenhua Energy had a market capitalization of 202.044 billion with a trading volume of 6.30 billion, decreasing by 0.05% - Shaanxi Coal and Chemical Industry had a market capitalization of 790.568 billion with a trading volume of 54.88 billion, increasing by 0.24% [3] Power Sector - China Yangtze Power had a market capitalization of 741.142 billion with a trading volume of 20.26 billion, increasing by 1.71% - China Nuclear Power had a market capitalization of 197.247 billion with a trading volume of 8.48 billion, decreasing by 0.79% [4] Food and Beverage Sector - Citic Securities had a market capitalization of 380.888 billion with a trading volume of 13.92 billion, increasing by 1.10% - Haitai Flavoring had a market capitalization of 248.170 billion with a trading volume of 5.66 billion, decreasing by 1.67% [4] Consumer Electronics - Heng Rui Medicine had a market capitalization of 391.220 billion with a trading volume of 34.65 billion, decreasing by 0.28% - Industrial Fulian had a market capitalization of 357.251 billion with a trading volume of 46.61 billion, increasing by 6.03% [4] Logistics Sector - Mindray Medical had a market capitalization of 174.350 billion with a trading volume of 7.04 billion, decreasing by 0.34% - SF Holding had a market capitalization of 232.046 billion with a trading volume of 11.09 billion, decreasing by 0.36% [4] Telecommunications - China Unicom had a market capitalization of 473.612 billion with a trading volume of 11.23 billion, increasing by 1.31% [4]

Investment Rating - The report indicates a positive investment outlook for the Chinese liquor industry, particularly for high-end brands, while noting that the mid-range segment is entering an adjustment phase [3][22]. Core Insights - The Chinese liquor industry is experiencing a significant transformation from "scale expansion" to "value enhancement," with a notable decline in production but an increase in sales revenue, reflecting a trend towards premium consumption [12][13]. - High-end brands are maintaining growth in both volume and price, while the mid-range segment faces challenges, leading to a differentiated market landscape [3][25]. - The industry is witnessing a dual-track transformation in distribution channels, focusing on digitalization of traditional channels and diversification into new consumption scenarios [30][32]. Summary by Sections Current Status of the Liquor Industry - The liquor market is showing signs of recovery, with a revenue growth rate of 7.3% in 2024, significantly outperforming the overall food and beverage sector [6]. - Despite a decline in production from 1,358.4 million liters in 2016 to 414.5 million liters in 2024, sales revenue increased from 561.78 billion yuan to 796.38 billion yuan, indicating a shift towards higher quality consumption [3][12][13]. Competitive Landscape - The competitive landscape is characterized by three main trends: leading brands driving growth, mid-range brands under pressure, and regional brands finding opportunities [19][60]. - High-end liquor companies like Kweichow Moutai, Wuliangye, and Luzhou Laojiao exhibit high gross margins and low marketing expenses, reflecting strong brand power [56]. - The report highlights the emergence of a new competitive trio: Kweichow Moutai, Wuliangye, and Shanxi Fenjiu, with Shanxi Fenjiu surpassing Yanghe in revenue due to its national strategy [60][64]. Trends in Consumption and Distribution - The report notes a structural adjustment in the liquor market, with high-end brands benefiting from premium pricing strategies while mid-range brands face inventory pressures [25][34]. - The distribution channels are evolving, with traditional distributors still holding a 55% market share, but new channels like e-commerce and live streaming are rapidly gaining traction [30][31]. - The digital transformation of traditional channels is highlighted, with initiatives like Yanghe's "Sky Net Project" improving operational efficiency [30][31]. Financial Performance and Growth Drivers - Kweichow Moutai's revenue grew from 109.464 billion yuan in 2019 to 174.144 billion yuan in 2024, with a compound annual growth rate of 15.4% [64]. - Shanxi Fenjiu's revenue increased from 199.71 billion yuan in 2021 to 360.11 billion yuan in 2024, driven by high-end product offerings and a national expansion strategy [76][82]. - The report emphasizes the importance of digital marketing and international expansion as key growth strategies for leading liquor companies [60][64].

Market Overview - The FTSE China A50 Index component stocks showed mixed performance with the oil and coal sectors gaining throughout the day, while the banking and automotive sectors fluctuated in the afternoon [1]. Sector Performance Insurance - China Pacific Insurance, China Ping An, and China Life Insurance had market capitalizations of 329.02 billion, 363.08 billion, and 970.42 billion respectively, with trading volumes of 1.145 billion, 1.396 billion, and 0.510 billion [3]. Alcohol Industry - Kweichow Moutai, Shanxi Fenjiu, and Wuliangye had market capitalizations of 1,930.78 billion, 229.35 billion, and 492.65 billion respectively, with trading volumes of 2.505 billion, 0.941 billion, and 2.291 billion [3]. Semiconductor - Northern Huachuang and Cambrian had market capitalizations of 222.93 billion and 254.64 billion respectively, with trading volumes of 1.757 billion and 2.779 billion [3]. Automotive - BYD, Great Wall Motors, and Beijing-Shanghai High-Speed Railway had market capitalizations of 1,102.81 billion, 288.75 billion, and 196.18 billion respectively, with trading volumes of 6.513 billion, 0.296 billion, and 0.232 billion [3]. Oil Industry - COSCO Shipping, Sinopec, and China National Offshore Oil Corporation had market capitalizations of 702.22 billion, 1,526.39 billion, and 254.36 billion respectively, with trading volumes of 0.958 billion, 1.212 billion, and 1.193 billion [3]. Coal Industry - Shaanxi Coal and Ningde Times had market capitalizations of 201.56 billion and 790.97 billion respectively, with trading volumes of 0.591 billion and 0.634 billion [3]. Power Industry - Yangtze Power and China Nuclear Power had market capitalizations of 198.28 billion and 747.01 billion respectively, with trading volumes of 1.637 billion and 0.555 billion [4]. Food and Beverage - Citic Securities, Guotai Junan, and Haitian Flavoring had market capitalizations of 303.76 billion, 376.74 billion, and 252.40 billion respectively, with trading volumes of 0.903 billion, 0.313 billion, and 0.616 billion [4]. Consumer Electronics - Industrial Fulian, Luxshare Precision, and Kairui Pharmaceutical had market capitalizations of 368.98 billion, 220.25 billion, and 358.24 billion respectively, with trading volumes of 2.024 billion, 0.616 billion, and 1.944 billion [4]. Home Appliances - Gree Electric, Haier Smart Home, and Muyuan Foods had market capitalizations of 261.47 billion, 209.77 billion, and 235.61 billion respectively, with trading volumes of 1.075 billion, 0.625 billion, and 0.761 billion [4]. Medical Devices - Mindray Medical, Wanhua Chemical, and SF Holding had market capitalizations of 172.40 billion, 232.84 billion, and 279.48 billion respectively, with trading volumes of 0.988 billion, 0.530 billion, and 0.844 billion [4]. Communication Services - Zijin Mining, China State Construction, and China Unicom had market capitalizations of 232.63 billion, 166.64 billion, and 477.87 billion respectively, with trading volumes of 1.782 billion, 0.509 billion, and 1.271 billion [4].

Core Viewpoint - The top six listed liquor companies in China are transitioning to a low-speed growth model, reflecting a structural change in the industry due to external economic pressures, market transformation, and inventory adjustments [1][3][4] Industry Performance - In Q1 2023, the total revenue of large-scale liquor enterprises in China was 196.3 billion, a slight increase of 0.38% year-on-year, while total profit decreased by 0.73% [3] - The production of liquor in China from January to April 2025 was 1.308 million kiloliters, a year-on-year decrease of 7.8%, indicating a potential eighth consecutive year of declining production if the trend continues [1] Strategic Adjustments - Major liquor companies are adopting more pragmatic and quality-focused growth strategies, with Moutai setting a revenue growth target of around 9% for 2023 [4][6] - Companies like Wuliangye and Luzhou Laojiao emphasize stability and gradual progress in their development goals, reflecting a shift from rapid growth to high-quality development [4][6] Market and Channel Strategies - Companies are focusing on enhancing channel operation efficiency and quality, with Yanghe implementing product optimization and inventory control measures [8][10] - Luzhou Laojiao is adjusting sales targets and market policies based on consumer behavior, while Gujing Gongjiu is optimizing resource allocation for better effectiveness [10] Product Innovation - The industry is seeing a trend towards low-alcohol products, with Luzhou Laojiao's 38-degree Guojiao 1573 achieving over 10 billion in revenue [18][20] - The low-alcohol market is projected to grow significantly, with a compound annual growth rate of around 30% from 2021 to 2024, indicating a promising opportunity for smaller enterprises [20][21] Youth Engagement - The liquor industry recognizes the importance of engaging younger consumers, with companies like Wuliangye and Fenjiu launching targeted products and marketing strategies to attract this demographic [14][16] - The younger consumer segment (ages 25-40) accounted for 38% of liquor consumers in the first half of 2023, highlighting the need for brands to adapt to changing preferences [14] Conclusion - The liquor industry is undergoing a significant transformation, moving from rapid expansion to a focus on value creation and quality development, with both large and small enterprises needing to adapt to these changes to thrive in the evolving market landscape [21]

随着白酒产量的持续下滑，行业整体踏入存量竞争阶段。有白酒上市公司5月就公开表示：酒类消费供 需结构出现了转移和分化，酒类消费市场进入到存量期；舍得酒业（600702.SH）也在近期提及"行业挤 压式存量竞争不断加剧"。 国家统计局最新数据显示，2025年1-4月，全国规模以上企业白酒（折65度，商品量）产量130.8万千 升，同比下降7.8%。其中，4月产量28.1万千升，同比下降13.8%。 记者注意到，2016年以来，白酒产量逐年下滑。据国家统计局数据，我国白酒产量在2016年达到1358.4 万千升的高点，此后便开启逐年下滑模式，2024年我国白酒产量为414.5万千升。 一位白酒上市公司高管表示："行业调整短期会增加企业经营难度，导致行业竞争加剧，但对于行业健 康度提升也有积极作用。" 白酒产量逐年下滑，中小酒企"存量厮杀"加剧 国家统计局数据显示，2024年，全国规模以上企业累计白酒产量（折65度，商品量）414.5万千升,同比 下降1.8%；2024年12月,规模以上企业白酒（折65度）产量47.4万千升,同比下降7.6%。 来源于东莞证券研究所 这是白酒产量持续下滑的第八个年头。产量收缩的原因， ...

Core Viewpoint - The event "New Quality Leading, Brand Setting Sail" held in Milan showcases the internationalization of Chinese liquor, particularly focusing on Shanxi Xinghuacun Fenjiu International Trade Co., which aims to promote Chinese liquor culture globally [1][3]. Group 1: Event Overview - The event was guided by the Chinese Consulate in Milan and organized by Global Times, highlighting the achievements of Chinese liquor brands in international markets [1]. - Fenjiu International's General Manager, Zhang Weidong, emphasized the importance of quality and culture in representing Chinese products abroad [5][7]. Group 2: Cultural Integration - Zhang Weidong stated that food and drink serve as important cultural ambassadors between China and Italy, with Fenjiu's products already well-received in Italy [3][5]. - The company aims to tell a compelling story of Chinese brand globalization, focusing on quality and cultural narratives [5][10]. Group 3: Market Strategies - Fenjiu's international strategy includes two main paths: cultural immersion through the Chinese diaspora and breaking into local markets via cocktail culture [7][12]. - The company has established a presence in over 70 countries, with more than 100 overseas distributors and 9,000 retail outlets [7][12]. Group 4: Performance Metrics - Fenjiu reported a revenue of 36.011 billion yuan in 2024, a year-on-year increase of 12.79%, and a net profit of 12.243 billion yuan, up 17.29% [12][13]. - The company has been proactive in aligning with international standards and enhancing its global footprint through various initiatives since 1992 [13][17]. Group 5: Future Outlook - The company is focused on transforming from a "Chinese famous liquor" to a "world famous liquor" by leveraging its historical craftsmanship and innovative approaches [17].