湖南启元律师事务所 关于酒鬼酒股份有限公司 2024年度股东大会的 法律意见书 湖南省长沙市芙蓉区建湘路 393 号世茂环球金融中心 63 层 410000 电话：（0731）82953-778 传真：（0731）82953-779 网站：www.qiyuan.com 致：酒鬼酒股份有限公司 根据《中华人民共和国公司法》《中华人民共和国证券法》《上市公司股东会 规则》等我国现行法律、法规、规范性文件以及《酒鬼酒股份有限公司章程》（以 下简称"《公司章程》"）的规定，湖南启元律师事务所（以下简称"本所"）接 受酒鬼酒股份有限公司（以下简称"公司"）的委托，指派本律师出席了公司 2024 年度股东大会（以下简称"本次股东大会"），对本次股东大会的召集和召开程序、 召集人及出席会议人员的资格、表决程序和表决结果的合法有效性进行现场律师见 证，并发表本律师见证意见。 为发表本律师见证意见，本律师依法审核了公司提供的下列资料： 1、2025 年 6 月 5 日刊登在《中国证券报》《上海证券报》《证券时报》《证券 日报》和巨潮资讯网（http://www.cninfo.com.cn）上的公司关于召开 2024 年度股东 ...

Core Viewpoint - The A-share market has seen significant gains in the liquor sector, with companies like Huangtai Liquor and Jinjunzi Liquor experiencing notable increases in stock prices, indicating a potential recovery or shift in market sentiment towards the liquor industry [1][2]. Industry Overview - The liquor industry in China is currently facing challenges, with a total inventory value reaching 1 trillion yuan, contributing to the industry's difficulties [5]. - The overall performance of liquor stocks has been poor this year, with an average decline of 16.3% across 19 liquor stocks, and seven stocks experiencing declines exceeding 20% [6][7]. - The demand for liquor remains subdued, particularly in the second quarter, which is traditionally a slow season for consumption [8]. Market Dynamics - The recent surge in stock prices for certain liquor companies may be attributed to a shift in market dynamics, where companies that can adapt to fast-moving consumer goods (FMCG) operations are gaining a competitive edge [2][8]. - The current inventory pressure on liquor companies is exacerbated by promotional activities, leading to a decline in wholesale prices for high-end liquor and some products experiencing price inversions [8]. Investment Sentiment - Some prominent fund managers have begun to increase their positions in liquor stocks, viewing the current market as an opportunity, with the potential for high dividend yields and a favorable risk-reward ratio [8][9]. - The long-term attractiveness of liquor stocks is expected to improve as companies focus on increasing market share and adapting to changing consumer preferences [8][9].

Market Overview - A-shares opened slightly lower on June 18, with all major indices in the red and over 4200 stocks declining [1] - The Shanghai Composite Index fell by 0.41% to 3373.61, while the Shenzhen Component decreased by 0.23% to 10128.47 [2] Sector Performance - The food and beverage sector showed initial strength, particularly in liquor stocks, with notable gains from companies like Mogaos, Huangtai Wine, and Jinzhongzi Wine, all hitting the daily limit [5][6] - The photovoltaic inverter, liquor, military, and digital currency sectors experienced localized rallies, while rare earth permanent magnet stocks saw significant pullbacks [3][11] Liquor Industry Insights - During the "618" shopping festival, several e-commerce platforms initiated aggressive price cuts on liquor, with high-end products like Feitian Moutai seeing price drops, which has become a key market variable [7] - Specific liquor stocks such as Mogaos, Huangtai Wine, and Jinzhongzi Wine reported increases of approximately 10% [6] Oil and Gas Sector Activity - The oil and gas sector was notably active, with companies like Zhun Oil and Beiken Energy experiencing substantial gains, attributed to rising international oil prices amid escalating geopolitical tensions in the Middle East [8][9] Defense and Military Sector - The defense and military sector saw significant upward movement, with stocks like Changcheng Military Industry hitting the daily limit and others like Beifang Longzhong and Jiekang Equipment rising over 10% [10] Consumer Sector Weakness - The broader consumer sector faced challenges, with retail stocks declining, particularly in the small commodity market, where Xiaoshangpin City dropped over 9% [11][12] - The beauty and personal care sector also experienced declines, with several companies reporting drops exceeding 5% [13] Rare Earth Sector Decline - Rare earth permanent magnet stocks faced notable declines, with companies like Beikong Technology nearing the daily limit down, and others like Zhongke Magnetic and Keheng shares dropping over 9% [15][16]

每经记者｜刘明涛 每经编辑｜肖芮冬 丨2025年6月16日星期一丨 NO.1 酒鬼酒：二季度动销延续承压 日前，酒鬼酒参加了中金公司2025年中期投资策略会。在交流过程中，酒鬼酒表示，5月以来由于餐饮 等消费场景减少，产品销售延续承压，且经销商信心不足造成回款较为困难。其中，湖南省内动销流速 相对正常，而省外河北、河南、山东等地区压力较大。从产品看，400元以下产品动销相对较好，省内 300元~400元的红坛18在宴席场景仍有一定需求，而酒鬼系列的高端产品及内参二季度以来动销承压。 省外透明装表现好于整体，红坛20价格偏高、动销明显放缓，公司今年推出300元价位的"妙品"用于覆 盖空白价格带和省外空白区域。 点评：面临显著经营压力的现状，酒鬼酒管理层展现出务实的态度，采取了聚焦核心单品、精简产品 线、深耕省内、收缩非核心省外、推出新品补位、并投入资源加速去库存等一系列应对措施。公司能否 成功渡过难关，关键在于其战略执行的力度和效果，以及外部消费环境何时能实质性回暖。 NO.2 五粮液：推出首部非遗文化片 据五粮液集团微信公众号消息，6月14日，是我国第九个"文化和自然遗产日"，五粮液紧扣"非遗，让生 活更美好 ...

Core Viewpoint - The 618 shopping festival has led to significant price reductions in the Chinese liquor market, particularly for high-end baijiu brands, as manufacturers aim to alleviate inventory pressure during a seasonal consumption lull [1][22]. Price Trends in Major Cities - In Guangzhou, 17 out of 21 sampled baijiu products saw a decline in average retail prices, with notable drops in high-end brands like Moutai and Wuliangye [1][2]. - The average retail price of Moutai in Guangzhou is approximately 2404 RMB, down over 100 RMB from the previous period [2]. - In Shenzhen, most products remained stable, but Moutai was largely unavailable, leading to price fluctuations [6][7]. - In Dongguan, Moutai's price increased significantly due to supply instability, rising from 2299 RMB to 2800 RMB [11][12]. Price Changes by Product - High-end products like the Eighth Generation Wuliangye and Guojiao 1573 also experienced price drops, with Guojiao 1573 decreasing from 1075 RMB to 1004 RMB [12][13]. - The average price of the high-end product Junpin Xijiu fell to around 845 RMB in Guangzhou, with significant reductions noted across various retail channels [2][3]. - The price of Qinghualang in Dongguan dropped from 1055 RMB to 965 RMB, reflecting a broader trend of price reductions in the market [12][13]. E-commerce Impact - E-commerce platforms have seen more pronounced price reductions, with many baijiu brands offering discounts and promotional activities during the 618 festival [16][20]. - On Tmall, the price of Hong Xifeng dropped from 1157 RMB to 1056 RMB, while Guojiao 1573 and Gujing Gongjiu also saw minor declines [19]. - The overall sales volume for liquor on Tmall surged by 72% year-on-year during the promotional period, indicating a positive response to lower prices [19][22]. Market Dynamics - The current price declines are attributed to a structural transformation in the baijiu industry, exacerbated by seasonal consumption patterns and increased competition from online channels [22]. - The price index for national baijiu showed a slight decrease of 0.35% in May, reflecting ongoing challenges in maintaining price stability amid aggressive promotional strategies [22]. - Manufacturers are facing pressure to manage inventory while navigating the complexities of pricing strategies in a competitive market environment [22].

Group 1: Industry Overview - The second quarter marks the traditional off-season for the liquor industry, compounded by increasing environmental uncertainties, leading to a decline in stock prices within the sector [2][5] - The market is experiencing a consensus on deceleration, with individual stock alpha diminishing, as major liquor companies exhibit a rational growth attitude during shareholder meetings [2][3] Group 2: Pricing and Demand Dynamics - The price of high-end liquor, such as Feitian Moutai, has shown a downward trend due to weak demand, with prices dropping to around 2000 yuan [7][13] - The impact of government policies, such as the "Party and Government Agencies Strictly Save and Oppose Waste Regulations," has affected business consumption scenarios, leading to a subdued demand environment [2][3] Group 3: Company-Specific Insights - Guizhou Moutai is expected to achieve a revenue growth target of approximately 9% for 2025, with a focus on expanding sales channels and enhancing consumer engagement [21] - Wuliangye has faced pressure on its pricing, with the price of its flagship product, Pu Wuliangye, declining to 910 yuan, while the company emphasizes maintaining price stability and supporting distributor profits [22] Group 4: E-commerce and Market Trends - The entry of instant retail platforms has significantly boosted online liquor sales, with major brands experiencing substantial growth during the "618" shopping festival [14][18] - The competition in pricing during the "618" event has intensified, impacting traditional distribution channels as e-commerce platforms offer aggressive discounts [18][19]

一、召开会议基本情况 1、股东大会届次：2024 年度股东大会。 证券代码：000799 证券简称：酒鬼酒 公告编号：2025-13 酒鬼酒股份有限公司 关于召开 2024 年度股东大会的通知 本公司及其董事会全体成员保证信息披露内容的真实、准确、 完整，没有虚假记载、误导性陈述或重大遗漏。 2、召集人：公司董事会。公司于 2025 年 4 月 28 日召开第九届 董事会第八次会议，会议审议通过《关于召开 2024 年度股东大会的 议案》。 3、会议召开的合规性、合法性：本次股东大会召集、召开的程 序符合有关法律、行政法规、部门规章、规范性文件和公司章程的规 定。 4、现场会议召开日期：2025 年 6 月 25 日（周三）15:00。 5、网络投票时间： （1）通过深圳证券交易所（以下简称"深交所"）交易系统进 行网络投票的具体时间为2025年 6月25日 9:15—9:25,9:30—11:30 和 13:00—15:00； （2）通过深交所互联网投票系统进行网络投票的具体时间为 2025 年 6 月 25 日 9:15—15:00。 6、会议召开方式：现场表决与网络投票相结合。 公 司 将 通 过 深 ...

Core Viewpoint - The company is facing a significant decline in performance, with a 49.7% drop in revenue and a 97.72% decrease in net profit for 2024, primarily due to the poor performance of its high-end product line, "Neican Series" [1][5] Group 1: Financial Performance - In 2024, the company's revenue fell to 1.423 billion yuan, and net profit dropped to 12.49 million yuan, marking the lowest levels since 2015 [1] - The "Neican Series" revenue plummeted from 1.157 billion yuan in 2022 to 235 million yuan in 2024, a decline of 67.06%, with gross margin decreasing from 91.63% to 87.71% [1] Group 2: Inventory Issues - Despite claims of over 100% distribution and sales rates, investors are skeptical about the actual inventory reduction, which is reported to be less than 5% [2] - The company maintains high finished goods inventory levels to ensure "reasonable stocking" for sales, reflecting a lack of confidence in the distribution channels [2] Group 3: Distributor Reduction - The number of distributors decreased from 1,774 to 1,336 in 2024, as the company aims to improve distributor quality by eliminating inefficient clients [3] - This strategy has caused short-term channel disruptions but is intended to optimize the distribution structure and focus on core markets [3] Group 4: Strategic Focus - The company is shifting from aggressive national expansion to a "focus strategy," pausing production capacity expansion and reducing SKU by 50% to streamline operations [4] - The focus will be on the Hunan market and select external markets, abandoning low-return areas like Beijing and Shanghai [4] Group 5: Industry Context - The company's challenges reflect broader issues faced by regional liquor companies during a period of industry adjustment, including high-end market difficulties and channel instability [5] - The management's focus strategy aims to establish a stronghold in the Hunan market, where the current market share is approximately 15% [5]

Core Viewpoint - The performance of JiuGuiJiu Co., Ltd. has significantly declined over the past two years, with net profit dropping from 1.049 billion yuan in 2022 to 12.4933 million yuan in 2024, raising concerns about the company's future [1][2][3] Financial Performance - In 2024, JiuGuiJiu reported revenue of 1.423 billion yuan, a decrease of 49.70% year-on-year, and a net profit of 12.4933 million yuan, down 97.72% year-on-year [3] - The first quarter of 2025 continued the downward trend, with revenue and net profit falling by 30.34% and 56.78% respectively [2][3] Product Performance - The "JiuGui" series accounted for nearly 60% of revenue in 2024, generating 835 million yuan, a decline of 49.32% [4] - The high-end "NeiCan" series saw revenue drop to 235 million yuan, a decrease of 67.06%, with its revenue share falling from 25.27% in 2023 to 16.55% in 2024 [4] Market Challenges - The rapid expansion of distribution channels has led to inventory buildup, causing the "NeiCan" series to struggle with sales and pricing issues since 2023 [5] - The overall demand for high-end liquor has decreased, and competition has intensified, impacting the sales of the "NeiCan" series [6][9] Strategic Adjustments - JiuGuiJiu plans to reduce its SKU by 50% to streamline its product offerings and focus on high-potential items [10] - The company is also exploring the introduction of smaller packaging products to target the mass market [11] Management Changes - Since 2024, JiuGuiJiu has experienced frequent changes in its management team, including the appointment of a new chairman and the resignation of key executives [8]

Investment Rating - The report maintains a "Buy" rating for the company, with a target price not specified [7]. Core Views - The company is expected to face significant pressure in its performance during the adjustment period, with projected revenues and net profits for 2024 at 1.423 billion and 12.49 million respectively, reflecting year-on-year declines of 49.70% and 97.72% [1][4]. - The company is anticipated to focus its resources on its core market in 2025, which may lead to a breakthrough in performance [2]. - The report indicates a decline in gross margin and net margin due to a decrease in the proportion of high-margin products, particularly the "Neican" series [3]. Financial Performance Summary - For 2024, the company’s revenue is projected to be 1.423 billion, with a year-on-year decline of 49.70%. The net profit is expected to be 12.49 million, down 97.72% [5]. - The gross margin for 2024 is expected to decrease to 71.37%, a drop of 6.98 percentage points year-on-year, while the net margin is projected at 0.88%, down 18.48 percentage points [3]. - The company’s EBITDA for 2024 is forecasted at 22.01 million, significantly lower than previous years [5]. Revenue and Profit Forecast - The company’s revenue is expected to recover slightly in 2025, with projections of 1.252 billion, representing a 12.03% decline from 2024, and net profit is expected to rise to 112.39 million, a significant increase of 799.64% [4][5]. - The projected PE ratios for 2025, 2026, and 2027 are 122X, 84X, and 64X respectively, indicating a potential recovery in profitability [4]. Market Dynamics - The report highlights a significant decrease in sales volume and price for the company's products in 2024, with the liquor sales volume and price dropping by 32.98% and 25.17% respectively [2]. - The number of distributors decreased by 438 to 1,336, with the average distributor scale declining by 33.41% to 1.0588 million per distributor, contributing to the revenue decline [2].