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 | 1.出席会议的股东和代理人人数 | 944 | | --- | --- | | 2.出席会议的股东所持有表决权的股份总数（股） | 995,121,280 | | 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 | 81.5697 | | 份总数的比例（%） | | 证券代码：600809 证券简称：山西汾酒 公告编号：临 2025-025 (五) 公司董事、监事和董事会秘书的出席情况 1. 公司在任董事9人，出席9人； 2. 公司在任监事4人，出席4人； 3. 董事会秘书许志峰先生出席本次会议； 4. 公司高级管理人员列席本次会议。 (一) 非累积投票议案 1. 议案名称：关于修订公司《章程》及其附件的议案 2. 议案名称：关于修订公司其他治理制度的议案 审议结果：通过 (一) 股东大会召开的时间：2025 年 9 月 19 日 ...

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"）第九届董事 会第一次会议于 2025 年 9 月 19 日上午在公司会议室召开。会议应出席 董事 10 人，实际出席董事 10 人。参会董事共同推举袁清茂董事为会议 主持人，会议的召开、表决程序符合《公司法》和公司《章程》的规定， 合法有效。 证券代码：600809 证券简称：山西汾酒 公告编号：临 2025-026 山西杏花村汾酒厂股份有限公司 第九届董事会第一次会议决议公告 二、董事会会议审议情况 1.审议通过《关于选举董事长、副董事长的议案》； （3）会议同意选举李振寰先生为公司第九届董事会副董事长，任期 与第九届董事会任期一致。 1 同意票 10 票，反对票 0 票，弃权票 0 票。 （4）会议同意选举刘卫华先生为公司第九届董事会副董事长，任期 与第九届董事会任期一致。 同意票 10 票，反对票 0 票，弃权票 0 票。 2.会议选举产生公司第九届董事会各专门委员会委员及主任委员。 各委员会组成人员 ...

Group 1 - Shanxi Fenjiu held its ninth first board meeting on September 19, 2025, to discuss the appointment of the board secretary and other documents [1] - For the year 2024, Shanxi Fenjiu's revenue composition is 99.62% from the food industry and 0.38% from other businesses [1] - As of the report date, Shanxi Fenjiu's market capitalization is 244 billion yuan [2]

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].