恒一律师 山西杏花村汾酒厂股份有限公司 2025 年第二次临时股东大会 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 关 于 山西杏花村汾酒厂股份有限公司 2025 年第二次临时股东大会的 法 律 意 见 书 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 莉律师出席贵公司 2025 年第二次临时股东大会（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 ...

Group 1 - The three major indices collectively declined, with the Shanghai Composite Index closing at 3820.09 points, down 0.30% [1] - The liquor sector closed at 2317.98 points, up 0.11%, with 15 liquor stocks rising [1] - Individual stock performance included Kweichow Moutai closing at 1467.97 CNY per share, unchanged; Wuliangye at 124.08 CNY, up 0.11%; Shanxi Fenjiu at 200.00 CNY, down 0.50%; Luzhou Laojiao at 134.85 CNY, up 0.86%; and Yanghe Brewery at 70.45 CNY, up 0.46% [1] Group 2 - Guosen Securities believes that liquor companies will focus on destocking and promoting sales in the short term [1] - In the medium to long term, there should be an increased emphasis on consumer engagement and consumption scenario cultivation, along with active internationalization and targeting younger demographics [1]

Core Viewpoint - The liquor sector, particularly the baijiu industry, is experiencing a downturn, with significant declines in stock prices for major companies, indicating a potential industry shift and the need for market restructuring [1] Industry Summary - On September 19, the Shanghai Composite Index fell by 0.03% to 3830.65 points, while the baijiu sector closed at 2299.94 points, down 0.67% [1] - Among 15 baijiu stocks, the majority experienced declines, with Shui Jing Fang leading the drop at 2.20% [1] - Major companies such as Kweichow Moutai, Wuliangye, Shanxi Fenjiu, and Luzhou Laojiao saw their stock prices decrease by 0.15%, 0.40%, 1.40%, and a slight decline respectively [1] Company Summary - According to招商证券, the second quarter has seen an accelerated clearing in the baijiu industry, particularly among second and third-tier companies, while leading firms show resilience [1] - The financial reports of leading liquor companies will serve as a critical signal for an industry turning point, which may lead to a restructuring of the industry and distribution channels [1]

Core Viewpoint - The liquor industry is experiencing a significant market adjustment, with second and third-tier companies facing substantial challenges, while leading companies show resilience, indicating a potential turning point for the industry [1] Industry Summary - On September 19, the Shanghai Composite Index fell by 0.03% to 3830.65 points, with the liquor sector closing at 2299.94 points, down 0.67% [1] - Among 15 liquor stocks, the majority declined, with Shui Jing Fang leading the drop at 2.20% [1] - Key liquor companies' stock performance included: - Kweichow Moutai: closed at 1465.71 CNY, down 0.15% - Wuliangye: closed at 123.45 CNY, down 0.40% - Shanxi Fenjiu: closed at 198.18 CNY, down 1.40% - Luzhou Laojiao: closed at 133.17 CNY, down 0.40% - Yanghe: closed at 70.25 CNY, up 0.17% [1] Company Summary - According to China Merchants Securities, the second quarter saw an accelerated market clearing in the liquor industry, with a thorough exit of second and third-tier companies [1] - Leading liquor companies are expected to show improved financial statements, which will serve as a critical signal for the industry's turning point, potentially reshaping market expectations across the industry, channels, and capital markets [1]

Core Viewpoint - The Chinese liquor industry is approaching a critical seasonal test in Q3 2025, with cautious market sentiment prevailing. Goldman Sachs predicts that Q3 2025 may represent a low point in valuation for the industry, with some stocks already reflecting a "bottoming" expectation. Target prices for leading companies like Moutai and Wuliangye have been adjusted upwards [1][2]. Group 1: Market Conditions - The liquor industry is facing dual pressures from ongoing anti-extravagance policies and a reduction in the length of the Mid-Autumn Festival and National Day holidays, leading to weakened retail momentum [2]. - Companies are focusing on inventory normalization through measures such as waiving prepayments and controlling shipment volumes, which may pressure short-term performance but help return inventory levels to normal [2]. - Despite a significant decline in wholesale prices for Moutai and Wuliangye, some retailers have slightly increased end prices in anticipation of brand-controlled inventory to support profits [2][3]. Group 2: Valuation and Stock Performance - The stock prices of liquor companies have risen by 24% since Q3, with a 17% increase in price-to-earnings ratios, indicating that the market has already absorbed the impact of policy changes [2]. - The average target price for liquor stocks has been raised by 6%, with mid-to-high-end liquor valuation multiples adjusted upwards by 13% to 19% [2]. - The high dividend yields of leading companies like Moutai and Wuliangye provide a valuation safety net, with potential price increases of 20% to 30% based on normalized earnings projections for 2027 [4]. Group 3: Company-Specific Adjustments - Moutai's target price has been adjusted from 1742 yuan to 1724 yuan, reflecting a 3% to 4% decrease in earnings expectations due to policy impacts [5]. - Wuliangye's target price has been raised from 139 yuan to 145 yuan, despite a 5% to 8% reduction in earnings expectations, as its valuation multiple has been increased from 17 times to 18.5 times [5]. - Other companies like Luzhou Laojiao and Gujing Gongjiu have also seen adjustments in their target prices and earnings expectations, reflecting varying degrees of resilience and market conditions [5]. Group 4: Investment Strategy - The current "low point" in Q3 is viewed as a critical phase for the industry, with inventory control measures potentially laying the groundwork for recovery in 2026 as policies ease [6]. - Investment recommendations focus on leading companies with strong dividend yields and brand strength, as well as those with significant valuation adjustments and earnings resilience [7].

Group 1: Market Performance - The food and beverage sector experienced a significant pullback on September 18, with the Food ETF (515710) dropping over 2% during intraday trading before closing down 1.41% [1] - Major liquor stocks, including Shede Liquor, Yanghe Brewery, and Luzhou Laojiao, saw declines exceeding 2%, while leading brands like Kweichow Moutai and Wuliangye fell over 1% [1] Group 2: Investment Trends - Despite the recent pullback, there has been a notable influx of capital into the food and beverage sector, with the Food ETF (515710) recording a net subscription of 24.1 million CNY over the past five trading days [1] - The food and beverage sector is currently viewed as having a favorable valuation, with the Food ETF's underlying index PE ratio at 21.12, placing it at a low point historically [4] Group 3: Industry Outlook - Kweichow Moutai ranked third in the Kantar BrandZ Most Valuable Chinese Brands 2025 list, with a brand value of 80.023 billion USD, marking its sixth consecutive year in the top three [3] - Analysts suggest that as policy pressures ease, there is potential for a weak recovery in demand for liquor, particularly with the upcoming holiday season expected to improve sales [3][6] - The liquor industry is seen as being at a low valuation point, with expectations for gradual improvement in fundamentals as the market stabilizes [4][6]

Core Viewpoint - The stock market experienced a collective decline on September 18, with the Shanghai Composite Index falling by 1.15% to 3831.66 points, and the liquor sector also faced a downturn, indicating potential challenges in the industry despite the upcoming consumption peak during the Mid-Autumn Festival and National Day [1]. Industry Summary - The liquor sector index closed at 2315.48 points, down 1.60%, with all 20 liquor stocks declining by over 1% [1]. - Major liquor companies saw significant stock price drops: Kweichow Moutai (600519) closed at 1467.96 CNY per share, down 1.68%; Wuliangye (000858) at 123.94 CNY, down 1.60%; Shanxi Fenjiu (600809) at 201.00 CNY, down 1.69%; Luzhou Laojiao (000568) at 133.70 CNY, down 2.41%; and Yanghe Brewery (002304) at 70.13 CNY, down 2.04% [1]. - According to Pacific Securities, while terminal sales are expected to recover on a month-on-month basis due to the approaching consumption peak, year-on-year sales pressure remains significant due to economic and policy factors. It is anticipated that products priced below 300 CNY will perform better than those above 500 CNY [1].

Core Viewpoint - The white liquor sector is experiencing a shift in pricing logic, indicating that it may no longer be considered a cyclical growth stock, with future stock price gains expected to come from stable performance increments and appropriate dividends [1] Market Performance - On September 18, the Shanghai Composite Index opened at 3893.95 points, rising by 0.45% - The white liquor sector closed at 2344.99 points, down by 0.35%, with 17 stocks in the sector declining [1] Individual Stock Performance - Kweichow Moutai closed at 1485.40 CNY per share, down by 0.51% - Wuliangye closed at 125.15 CNY per share, down by 0.64% - Shanxi Fenjiu closed at 203.29 CNY per share, down by 0.57% - Luzhou Laojiao closed at 135.39 CNY per share, down by 1.18% - Yanghe Brewery closed at 70.89 CNY per share, down by 0.98% [1] Analyst Insights - Guotai Junan Securities suggests that the pricing logic in the white liquor industry will undergo a trend change, moving away from being a cyclical growth stock [1]

Core Viewpoint - The Chinese liquor industry is at a crossroads in the first half of 2025, with leading companies showing solid financial performance, but the industry environment is changing, necessitating innovation and new development models for sustained competitiveness [2][3]. Group 1: Financial Performance - In the first half of 2025, leading liquor companies like Kweichow Moutai reported revenue of 91.094 billion yuan, a year-on-year increase of 9.16%, and a net profit of 45.403 billion yuan, up 8.89% [2]. - Among 22 listed liquor companies, 6 maintained growth in both revenue and net profit, including Kweichow Moutai, Wuliangye, Shanxi Fenjiu, and others [3]. - The total revenue of 22 listed liquor companies was approximately 242.4 billion yuan, with a total net profit of about 95.1 billion yuan [5]. Group 2: Industry Challenges - The industry is experiencing a period of "volume reduction, revenue stabilization, and profit decline," with many companies facing declining sales [3][6]. - The number of large-scale liquor enterprises decreased by over 100 year-on-year, with total sales revenue of 330.42 billion yuan and profits down by 10.93% [5]. - The market is seeing a concentration of market share towards leading companies, putting pressure on smaller enterprises [6]. Group 3: Innovation and Development - Companies are focusing on innovation to adapt to changing consumer preferences, with an emphasis on younger demographics and digitalization [4]. - R&D investments are increasing, with Wuliangye's R&D expenses reaching 210 million yuan, a year-on-year increase of 31.2% [3]. - The low-alcohol market is projected to exceed 74 billion yuan by 2025, with a compound annual growth rate of 25% [7]. Group 4: Market Trends - The trend towards low-alcohol products is gaining momentum, with companies like Wuliangye and Luzhou Laojiao launching successful low-alcohol products [7][8]. - Technological advancements are key to the success of low-alcohol products, with various companies developing innovative production techniques [8]. - The industry is shifting from channel competition to technology competition, as companies seek new growth paths [8].

Investment Rating - The report maintains a "Buy" recommendation for the liquor industry, particularly focusing on the international expansion of Chinese Baijiu [1]. Core Insights - The report emphasizes that while Chinese Baijiu has been exported for over 40 years, it has not truly "gone global," with only 6.9 billion yuan in exports in 2024. The report highlights the challenges and opportunities in international markets, particularly in the context of rising global influence and the presence of a significant overseas Chinese population [4][7][8]. - The report identifies the need for Baijiu companies to address consumer decision-making processes and to enhance their marketing strategies to penetrate international markets effectively [7][8]. Summary by Sections 1. Baijiu Going Global: A Potential New Trend? - The report discusses the historical context of Baijiu exports, noting that initial attempts were limited due to cultural and taste differences. Recent years have seen increased internationalization efforts from leading companies like Moutai and Wuliangye [8][9]. - The report outlines the current state of Baijiu exports, indicating a stable export volume of around 15,000 tons, with a focus on premium products driving growth [12][18]. 2. Challenges and Opportunities - The report identifies various challenges faced by Baijiu in international markets, including differing alcohol standards, cultural barriers, and limited consumer awareness. However, it also points out new opportunities arising from China's growing global influence and the potential market among overseas Chinese [7][8][9]. 3. Pathways to Success - The report suggests that Baijiu companies should focus on understanding consumer preferences and building brand narratives to enhance market penetration. It emphasizes the importance of targeted marketing strategies in regions like East Asia, Southeast Asia, and emerging markets [7][8][9]. 4. Investment Recommendations - The report recommends focusing on leading companies like Moutai and Wuliangye, which have shown strong international strategies and brand recognition. It also highlights the potential of other companies like Fenjiu and Laojiao, which are diversifying their product offerings and improving channel management [7][8][9].