北京大成（南京）律师事务所 关于 江苏今世缘酒业股份有限公司控股股东增持公司股份的 法律意见书 致：江苏今世缘酒业股份有限公司 北京大成（南京）律师事务所（下称"本所"）接受江苏今世缘酒业股份有限公司 （下称"今世缘"或"公司"）委托，根据《中华人民共和国公司法》（下称"《公司法》"）、 《中华人民共和国证券法》（下称"《证券法》"）、《上市公司收购管理办法》（下称"《收 购管理办法》"）等法律、行政法规、部门规章及规范性文件，就公司控股股东今世缘集 团有限公司（下称"今世缘集团"或"增持主体"）增持公司股份（下称"本次增持"） 相关事项，出具本法律意见书。 为出具本法律意见书，本所在此特别声明： 1. 本所律师依据本法律意见书出具日之前已经发生或存在的相关事实发表法律意 见，本法律意见书以本所律师于本法律意见书出具日前所获得的文件资料或信息所披露 的事实为限；对与出具本法律意见书相关而因客观限制难以进行全面核查或无法得到独 立证据支持的事实，本所律师根据有关单位出具的证明出具意见，并尽到一般注意义务。 2. 本法律意见书的任何部分或内容，均不得解释为对本次增持之外的任何事宜提 供了任何评价或结论。本法律意见 ...

格隆汇11月5日丨今世缘(603369.SH)公布，公司于2025年11月5日收到今世缘集团《关于增持江苏今世 缘酒业股份有限公司股份实施结果的告知函》，自2024年12月31日至2025年11月4日期间，今世缘集团 通过集中竞价方式累计增持公司A股股份1248.27万股，占公司当前总股本的1.0012%，累计增持金额为 人民币5.4亿元（不含交易费用），已经超过增持计划下限，并接近增持计划上限，本次增持计划实施 完毕。 ...

今世缘公告称，公司控股股东今世缘集团自2024年12月31日起12个月内，通过集中竞价累计增持 1248.27万股，占公司股份总数1.0012%，增持总金额5.3997亿元（不含交易费用）。增持前，今世缘集 团持有公司5.61亿股，占总股本44.72%；增持后，持股升至5.74亿股，占比46.0003%。本次增持属免于 发出要约情形，公司已按规定履行信息披露义务。 ...

Investment Rating - The investment rating for the company is "Outperform the Market" [6][4][20] Core Views - The company continues to experience a decline in net profit, with a year-on-year decrease of 48.69% in Q3 2025, reflecting ongoing adjustments in its operations [1][4] - Revenue for Q3 2025 was reported at 19.31 billion yuan, down 26.78% year-on-year, indicating a persistent downward trend in sales [1][2] - The company is expected to focus on maintaining market share through increased marketing expenditures despite the pressure on overall sales [4][3] Summary by Sections Financial Performance - For the first three quarters of 2025, the company achieved total revenue of 88.82 billion yuan, a decrease of 10.66% year-on-year, and a net profit of 25.49 billion yuan, down 17.39% year-on-year [1] - In Q3 2025, the gross profit margin was 75.04%, a decline of 0.55 percentage points year-on-year, while the net profit margin decreased by 7.08 percentage points [3][4] Revenue Breakdown - Q3 2025 revenue from the Special A+ category was 11.23 billion yuan, down 38.04% year-on-year, while the Special A category saw revenue of 6.39 billion yuan, a slight decrease of 1.12% [2] - Direct sales channels experienced a significant increase of 65.21% year-on-year, while wholesale and agency channels saw a decline of 30.27% [2] Future Projections - The revenue forecast for 2025-2027 has been adjusted to 101.0 billion yuan, 105.5 billion yuan, and 114.1 billion yuan, reflecting a year-on-year change of -12.5%, +4.4%, and +8.1% respectively [4][5] - The expected net profit for the same period is projected to be 27.4 billion yuan, 28.0 billion yuan, and 31.1 billion yuan, with year-on-year changes of -19.8%, +2.3%, and +11.0% respectively [4][5]

Investment Rating - The investment rating for the company is "Outperform the Market" [6][4][20] Core Views - The company continues to experience a decline in net profit, with a year-on-year decrease of 48.69% in Q3 2025, reflecting ongoing adjustments in its operations [1][4] - Revenue for Q3 2025 was reported at 19.31 billion yuan, down 26.78% year-on-year, indicating a persistent downward trend in sales [1][2] - The company is expected to focus on maintaining market share through increased marketing expenditures, particularly in the mid-range product segment, which is anticipated to perform better than higher-priced products [4][2] Summary by Sections Financial Performance - For the first three quarters of 2025, the company achieved total revenue of 88.82 billion yuan, a decrease of 10.66% year-on-year, and a net profit of 25.49 billion yuan, down 17.39% year-on-year [1] - In Q3 2025, the gross profit margin was 75.04%, a decline of 0.55 percentage points year-on-year, while the net profit margin decreased by 7.08 percentage points [3][4] Revenue Breakdown - Q3 2025 revenue from the Special A+ category was 11.23 billion yuan, down 38.04% year-on-year, while the Special A category saw revenue of 6.39 billion yuan, a slight decrease of 1.12% [2] - Direct sales channel revenue increased by 65.21% year-on-year to 0.96 billion yuan, while wholesale and agency channel revenue fell by 30.27% to 17.91 billion yuan [2] Future Projections - The revenue forecast for 2025-2027 has been adjusted to 101.0 billion yuan, 105.5 billion yuan, and 114.1 billion yuan, reflecting a year-on-year change of -12.5%, +4.4%, and +8.1% respectively [4][5] - The projected net profit for the same period is 27.4 billion yuan, 28.0 billion yuan, and 31.1 billion yuan, with year-on-year changes of -19.8%, +2.3%, and +11.0% respectively [4][5]

【中国白酒网】最近十年，今世缘犹如一匹低调的"黑马"。 虽然今世缘没有古井贡酒、山西汾酒那样锋芒毕露，但借助全方位的市场运作，在先后精准踩中次 高端及大众白酒市场扩张机遇后，仅用几年时间今世缘便实现了规模上的跃进，营收从起初的20亿元出 头快速增长至如今的超过100亿元。 然而，"黑马"也难抵行业的逆周期。 根据最新披露的三季报，今年前三季度今世缘分别实现营收和净利润88.82亿元和25.49亿元，营收 和净利润增速分别为-10.66%和-17.39%，其中三季度实现营收和净利润19.31亿元和3.203亿元，营收和 净利润增速分别为-26.68%和-48.69%。 拉长周期来看，这也是近十年以来今世缘交出过最差的一份三季报。 受业绩负增长的影响，今年以来今世缘的股价表现也十分疲软。截至11月3日收盘，今世缘股价报 收38.79元/股，总市值为483.6亿元，今年以来今世缘股价累计下跌了11.9%，而同期上证指数上涨了 18.64%，今世缘明显跑输大盘。另外，和最高点64.02元/股相比，今世缘如今股价已接近"腰斩"。无论 是从业绩还是股价走势来看，在经历了过去十年的爆发式增长以后，今世缘的"增长神话"已经破 ...

Core Insights - The overall performance of the liquor industry, particularly regional liquor companies, is under significant pressure, with a deep adjustment phase ongoing [1][2] - Many regional liquor companies are experiencing a collective "loss of speed," with several reporting substantial declines in revenue and net profit [3][4] Industry Overview - The liquor market is facing a complex situation influenced by multiple factors, including a shift towards rational and quality consumption, moving away from traditional government consumption [1][2] - Consumers are increasingly focused on brand strength, quality, and cost-effectiveness, posing challenges for regional liquor companies with weaker brand positioning [1][2] Financial Performance - Companies like Jinshiyuan reported a 10.7% decline in revenue and a 17.4% drop in net profit for the first three quarters, with a nearly 50% decrease in net profit for Q3 [3] - W迎驾贡酒 saw a 24.67% decline in net profit for the first three quarters, with a 39.01% drop in Q3 [3] - Kouzi Jiao experienced a dramatic 43.39% decline in net profit for the first three quarters, with a staggering 92.55% drop in Q3 [3] - Laobai Gan reported a 47.55% decline in revenue and a 68.48% drop in net profit for Q3 [3] Strategic Adjustments - Many regional liquor companies have significantly reduced the number of their out-of-province distributors, indicating a potential strategic retreat or adjustment [4][5] - Jinshiyuan reduced its out-of-province distributors by 80, Jinhui by 82, Kouzi Jiao by 47, and W迎驾贡酒 by 16 [4] - This reduction is seen as a response to the challenges of national expansion, with companies realizing that rapid expansion may not be sustainable in the current market environment [4][5] Market Dynamics - The "Matthew Effect" within the industry is intensifying, with high-end brands like Moutai and Wuliangye demonstrating stronger resilience against market fluctuations [2] - These leading brands are not only dominating the high-end market but are also encroaching on the territories of regional liquor companies, increasing competitive pressure [2] Future Outlook - The reduction of distributors may reflect a strategic shift from pursuing breadth to depth, focusing on core markets rather than widespread coverage [5][6] - Companies are likely to prioritize partnerships with stronger distributors to enhance brand resilience and market presence [6] - The ability to adapt to the new market environment and effectively manage distribution channels will be crucial for regional liquor companies to navigate the ongoing industry reshuffle [6]

Group 1: Core Insights - The report emphasizes a turning point in supply and demand equilibrium, particularly in the liquor industry, with a focus on the accelerated clearance of inventory in the baijiu sector [3][15][21] - The report suggests that the liquor industry is transitioning from a "U-shaped adjustment" to a "V-shaped adjustment," indicating a potential for recovery as market pessimism is already reflected in stock prices [15][25] - The report highlights the resilience of consumer staples, particularly in the beverage and snack sectors, which are expected to show strong growth despite the challenges faced by the liquor industry [3][12] Group 2: Baijiu Industry Analysis - The baijiu sector is experiencing a significant adjustment, with sales and inventory levels rapidly clearing, particularly in the high-end and mid-range segments [3][15][21] - The report notes that the current adjustment cycle has a longer duration compared to previous cycles, with a single-quarter decline exceeding previous lows, indicating a deeper market correction [15][25] - Key companies to watch in the baijiu sector include Shanxi Fenjiu, Gujing Gongjiu, and Moutai, with a focus on both growth and stable performers [3][21][28] Group 3: Beer and Beverage Sector Insights - The beer industry is characterized by stable pricing and sales, with a recommendation to focus on regional leaders that have competitive advantages [3][41] - The beverage sector is noted for its structural growth, with leading companies like Dongpeng Beverage and Nongfu Spring expected to perform well [3][41] - The report indicates that the beer industry's profitability is improving due to cost advantages and a stable competitive landscape, despite facing demand pressures [41][42] Group 4: Consumer Goods and Snacks - The consumer goods sector is showing signs of recovery, with food raw materials and health products still in a growth phase, indicating high elasticity in certain categories [3][12] - The snack industry is highlighted for its innovation and growth potential, with companies like Three Squirrels and Wei Long expected to drive future growth [3][12] - The report suggests that the overall consumer goods market is stabilizing, with a focus on companies that demonstrate strong innovation and channel expansion capabilities [3][12]

Investment Rating - The report indicates that the white liquor sector has entered a strategic allocation period, with a focus on high-quality companies for long-term investment [3][8]. Core Viewpoints - The white liquor industry experienced significant declines in revenue and profit in Q3 2025, with major companies like Wuliangye reporting substantial drops. Public fund holdings in the food and beverage sector have returned to levels seen in Q1 2017 [3][8]. - Despite the current challenges, the report suggests that it is possible to predict a bottoming out of the market in the near future, allowing for long-term pricing of quality enterprises [3][8]. - The report emphasizes the need for patience regarding fundamental improvements, as the performance of individual stocks may vary during this adjustment phase [3][8]. Summary by Sections 1. Fundamental Analysis - In the first three quarters of 2025, the white liquor industry achieved revenue of 310.28 billion yuan, a year-on-year decline of 5.48%, and a net profit of 122.69 billion yuan, down 6.63% [4][14]. - In Q3 2025, the industry reported revenue of 76.31 billion yuan, a decrease of 18.4% year-on-year, and a net profit of 28.21 billion yuan, down 22.0% [17][19]. - The net profit margin for the industry in Q3 2025 was 38.0%, a decline of 1.7 percentage points year-on-year, primarily due to decreased gross margins and increased tax rates [24][27]. 2. Valuation Analysis - As of October 31, 2025, the absolute PE level for the white liquor sector was 18.7x, below the historical average of 27.6x since 2011. The relative PE multiple compared to the Shanghai Composite Index was 1.14x, also below the historical average of 2.01x [5][11]. - The report indicates that the current valuations of leading companies reflect market expectations of mid-term demand pressure, suggesting potential for recovery if demand improves [5][11]. 3. Company Recommendations - The report recommends focusing on high-quality companies such as Luzhou Laojiao, Shanxi Fenjiu, Guizhou Moutai, and Wuliangye, while also keeping an eye on companies like Yingjia Gongjiu and Jinhuijiu [3][8].

Core Viewpoint - The Chinese liquor industry is facing a severe downturn, with high inventory levels and weak consumer demand leading to a vicious cycle of price declines and industry consolidation, contradicting previous expectations of a rebound [3][5]. Financial Performance - By Q3 2025, the liquor industry has seen a significant divergence, with only a few leading companies maintaining growth while most mid-tier and regional brands experience declines in both revenue and profit [7]. - Kweichow Moutai reported a revenue of 130.9 billion yuan, a year-on-year increase of 6.32%, but its growth momentum has weakened significantly compared to previous years [8]. - Second-tier brands like Wuliangye and Luzhou Laojiao are under pressure, with Wuliangye's revenue down 10.26% and Luzhou Laojiao's down 4.84% year-on-year [9][10]. - Lower-tier and regional brands are facing severe losses, with companies like Yanghe and Jiu Gui reporting significant declines in revenue and profits [10]. Industry Dynamics - As of November 1, 2025, the industry dynamics continue to worsen, with no progress in inventory reduction and a collapsing price system [13]. - The price of high-end liquor has dropped significantly, with Moutai's price falling over 28% since the beginning of the year [14]. - Inventory levels are high, with Moutai's inventory turnover days reaching 995 days, indicating a prolonged inventory clearance period [11][15]. - Demand remains weak, with traditional consumption scenarios shrinking and younger consumers shifting towards lower-alcohol beverages [16]. Bottoming Indicators - The industry is far from confirming a bottom, with significant gaps in inventory reduction, price stabilization, demand transformation, competitive landscape, policy support, and valuation [18]. - Current inventory turnover days exceed 900 days, far above the target of 300 days, indicating a lengthy clearance process ahead [19]. - Price stabilization signals are absent, with Moutai's price still significantly below the target [20]. - Demand transformation is lacking, with the share of young consumers and low-alcohol products not meeting necessary thresholds [22]. Historical Context - The liquor industry has experienced two major crises in the past 30 years, both characterized by demand shrinkage, inventory buildup, price declines, and industry consolidation [27]. - The first crisis (1998-2004) was driven by external shocks and resulted in a prolonged adjustment period, while the second crisis (2012-2015) was more structural, leading to a quicker recovery [30]. - Current conditions suggest that the ongoing crisis is deeper and more complex than previous ones, with a projected bottoming period extending to around 2027 [31]. International Comparisons - Global spirits industries have faced similar crises, with recovery paths providing valuable insights for the Chinese liquor sector [34]. - The Scottish whisky industry, for example, successfully managed inventory through production cuts and market expansion, contrasting with the current reliance on price cuts in the Chinese market [36]. - Japanese sake underwent significant transformation through product innovation and cultural integration, highlighting the need for the Chinese liquor industry to adapt to changing consumer preferences [39][41]. Future Outlook - The Chinese liquor industry must meet specific conditions to confirm a bottom, including reducing inventory turnover to below 300 days and increasing the share of low-alcohol products to 30% [48]. - A successful transformation will require a focus on product innovation, digital channel development, and cultural engagement to attract younger consumers [49]. - The industry must avoid the pitfalls of prioritizing scale over value, as past strategies of simple expansion and price cuts have proven unsustainable [50].