证券代码：000869、200869 证券简称：张裕 A、张裕 B 公告编号：2025－临 21 公司及董事会全体成员保证公告内容的真实、准确和完整,没有虚假记载、误导性陈 述或者重大遗漏。 烟台张裕葡萄酿酒股份有限公司 第十届董事会第一次会议决议公告 一、董事会会议召开情况 1、发出会议通知的时间和方式：本次会议的通知和议案于 2025 年 5 月 28 日通过电子邮件、传真、专人送达等方式告知全体董事、监事和有关高管人员。 2、召开会议的时间、地点和方式：2025 年 6 月 9 日以通讯表决方式召开。 3、董事出席会议情况：会议应到会董事 14 人，实际到会董事 14 人。 4、会议的主持人和列席人员：周洪江先生主持了会议；公司监事会全体成 员和有关高管人员列席了会议。 5、本次董事会会议的召开符合有关法律、行政法规、部门规章、规范性文 件和公司章程的规定。 二、董事会会议审议情况 会议逐项审议了各项议案，并以记名表决的方式形成如下决议： 1、审议通过了《关于选举公司董事长的议案》 举任金峰、萨玛拉·奥萨帝、王竹泉、于仁竹、郭建鸾、徐岩和苏昕为审计委 员会委员；并提名王竹泉为审计委员会召集人候选人。 3 ...

Group 1: Sales Performance - The first phase of Tmall's 618 sales event saw a 72% year-on-year growth in core liquor brands within the Taobao ecosystem, with significant increases in domestic liquor categories [2] - Notable sales growth in domestic liquor brands includes Jian Nan Chun at 284%, Luzhou Laojiao at 433%, and Langjiu at 90% [2] - Imported wine brands also performed well, with Penfolds achieving a 408% increase, ranking second among core liquor brands [2] Group 2: Industry Developments - Nine local specialty liquor industries, including Beijing Erguotou and Shanxi Fen Yang liquor, have been included in the Ministry of Industry and Information Technology's cultivation list [3] - Jiangsu's liquor market is valued at over 100 billion yuan, accounting for 10% of the national market, with white liquor sales reaching nearly 62 billion yuan [4] Group 3: Company Initiatives - Yanghe and Jinshiyuan are actively sponsoring the "Su Super" football league to engage with fans and boost brand visibility [4] - Moutai launched a series of new products at the Osaka Expo, with rapid sell-out observed on the iMoutai app [5] - Jinshiyuan's production capacity is set to exceed 80,000 tons following the completion of a technical upgrade project [10] Group 4: Financial Updates - Guizhou Moutai has repurchased shares totaling 5.1 billion yuan, with a remaining buyback amount of 900 million yuan [6][7] - Zhangyu A was removed from the Shenzhen Component Index, reporting a revenue decline of 25.26% and a net profit drop of 42.68% [13] Group 5: New Product Launches - Langjiu introduced a customized liquor product featuring 520 surnames, available exclusively at its production site [8] - Three Squirrels entered the beverage market with a new brand "Sun Wukong," achieving significant sales shortly after launch [9]

Group 1 - The company has approved a plan to repurchase its domestic listed foreign shares (B shares) at the 2024 annual general meeting, with a total repurchase fund not exceeding 100 million RMB and a maximum repurchase price of 11.50 HKD per share [1][2] - The repurchase will be conducted through centralized bidding and is set to last no more than 12 months from the date of the shareholders' meeting approval, with a target to repurchase no less than 10 million shares [1][2] - As of the latest announcement, the company has not repurchased any B shares, which accounts for 0% of the current total share capital [2] Group 2 - The company will continue to implement the repurchase plan based on market conditions and will fulfill its information disclosure obligations as required by relevant laws and regulations [2]

Core Viewpoint - Zhangyu A plans to repurchase 10-15 million B shares using no more than 100 million yuan of its own funds, with a maximum repurchase price of 11.50 HKD per share, aiming to enhance earnings per share and maintain company value [1] Summary by Sections Repurchase Plan - The repurchase will account for approximately 1.49% to 2.23% of the total share capital and about 4.72% to 7.08% of B shares [1] - The repurchase period is set for 12 months following the approval of the shareholders' meeting, and the purchased shares will be canceled to reduce capital [1] Market Response - The decision to repurchase shares is seen as a response to market calls and aims to alleviate concerns regarding the marginalization of B shares, which have been trading at a significant discount compared to A shares and the company's intrinsic value [1] Financial Performance - Zhangyu reported a disappointing performance in 2024, with revenue declining by 25.26% and net profit decreasing by 42.68% [1] - The management acknowledged the reality of the performance decline during the shareholders' meeting on May 23, 2024 [1] External Factors Affecting Performance - Three external factors contributing to the decline include: 1. A "cliff-like" drop in consumer sentiment, leading to reduced spending on wine [2] 2. A long-term shrinkage in consumption scenarios for wine compared to other alcoholic beverages [2] 3. A significant weakening of channel driving power due to price inversions in the white wine market, affecting wine distributors [2] Internal Challenges - Internal challenges include: 1. Lack of product innovation translating into repeat purchases 2. Ineffective channel transformation and slow development of new channels 3. Insufficient marketing effectiveness, with advertising and promotional expenses around 500 million yuan, significantly lower than leading white wine brands [2] Strategic Focus for 2025 - Zhangyu's management outlined five strategic focuses for 2025: 1. Breakthroughs in local markets, targeting specific cities for different wine products [3] 2. Enhancing marketing capabilities and consumer cultivation [4] 3. Greater innovation in product categories [4] 4. A "taste revolution" to develop wines suited to Chinese consumers, moving away from European taste dependencies [4] 5. Embracing new retail partnerships with major retailers to improve supply chain responsiveness [5] Industry Context - The company is navigating through a challenging period in the industry, and its ability to counteract the downward trend will be crucial for assessing the effectiveness of its transformation efforts [6]

证券代码：000869、200869 证券简称：张裕A、张裕B 公告编号：2025－临20 烟台张裕葡萄酿酒股份有限公司 关于回购公司境内上市外资股（B 股）进展情况的公告 本公司及董事会全体成员保证信息披露的内容真实、准确、完整，没有虚假记载、误导性陈述 或重大遗漏。 一、回购股份事项概述 烟台张裕葡萄酿酒股份有限公司(以下简称"公司"或"本公司")于 2025 年 4 月 16 日召开第九届董事会第十一次会议、于 2025 年5 月23 日召 开 2024 年度股东大会，逐项审议并通过了《关于回购公司部分境内上市外 资股（B 股）股份方案》。 根据上述 B 股回购方案，公司将结合自身财务状况和经营状况，在回购 资金总额不超过 1 亿元人民币，回购价格不高于 11.50 港元/股（若公司在 回购期内实施派息、送股、资本公积金转增股本、股票拆细、缩股、配股 及其他等除权除息事项，自股价除权除息之日起，按照中国证监会及深圳 证券交易所的相关规定相应调整回购价格上限）的条件下以集中竞价交易方 式实施境内上市外资股（B 股）回购，回购期限自股东大会审议通过回购股 份方案之日起不超过 12 个月，拟回购股份数量为不低 ...

Core Viewpoint - The wine industry is facing significant challenges, with Zhangyu A's performance falling short of expectations, leading to a decline in both revenue and net profit, raising concerns about consumer demand for wine [1][2][3] Group 1: Company Performance - Zhangyu A reported a revenue of approximately 32.77 billion yuan for 2024, a year-on-year decline of 25.26%, and a net profit of about 3.05 billion yuan, down 42.68% [2] - The wine business, which contributes over 70% of the company's revenue, saw a revenue decline of 22.32% in 2024, with a gross margin of 57.32%, also down from the previous year [2][3] - The company set a revenue target of no less than 34 billion yuan for 2025, which is significantly lower than the previous year's target of 47 billion yuan [4][5] Group 2: Industry Challenges - The wine industry is experiencing a "cliff-like" decline in consumer sentiment, shrinking consumption scenarios, and weakened channel dynamics [2][3] - A total of 772 wine companies have closed, with 11,354 others in abnormal states, indicating a severe industry contraction [6] - The overall revenue for 10 listed wine companies was 4.5 billion yuan, with a net profit of 180 million yuan, showing a slight decline compared to the previous year [6] Group 3: Future Outlook - The company anticipates a challenging year ahead, with a higher probability of continued industry decline [7] - Increased competition between online platforms and offline channels is leading to price wars, affecting profit margins and creating challenges for distributors [7] - The company plans to focus on targeted market breakthroughs and enhance marketing capabilities to better engage consumers [7]

Group 1 - Five Grain Liquid Sales Company underwent significant management changes, with Zeng Congqin stepping down as legal representative and chairman, replaced by Jiang Jia [1] - The company aims to enhance decision-making efficiency and market competitiveness through these changes, potentially solidifying its position in the high-end liquor market [1] - The restructuring may serve as a model for the liquor industry, promoting refined operations across the sector [1] Group 2 - Zhangyu's General Manager Sun Jian stated that the company aims for a revenue target of no less than 3.4 billion yuan for the year, reflecting a cautious optimism amid industry challenges [2] - The company attributed last year's revenue of 3.277 billion yuan to three external and three internal factors, highlighting significant pressures in the market [2] - Zhangyu plans to focus on market breakthroughs, enhancing marketing capabilities, product innovation, and collaboration with new retail forces [2] Group 3 - The Japanese sake industry faces a raw material shortage due to rising prices of edible rice, leading farmers to switch to more profitable crops [3] - The planting area for sake-specific rice has significantly decreased, causing supply chain pressures for sake manufacturers [3] - Manufacturers are calling for government intervention to ensure price parity and safeguard production [3]

证券代码：000869、200869 股票简称：张裕A 、张裕B 公告编号：2025-临18 烟台张裕葡萄酿酒股份有限公司 关于回购公司部分境内上市外资股(B股)回购报告书 本公司及董事会全体成员保证信息披露的内容真实、准确、完整，没有虚假记 载、误导性陈述或重大遗漏。 3、公司已在中国证券登记结算有限责任公司深圳分公司开立回购专用证券账户。 4、风险提示： 本股份回购方案存在的不确定性风险具体如下： （1）本次回购经公司股东大会审议通过后，尚存在因公司股票价格持续超出回购 方案披露的价格上限，导致回购方案无法完成的风险。 （2）本次回购存在因对本公司股票交易价格产生重大影响的重大事项发生或公司 董事会决定终止本回购方案等将导致本计划受到影响的事项发生的风险。 （3）本次回购事项若发生重大变化，公司将及时披露相应进展公告，敬请投资者 注意投资风险。 1 重要内容提示： 1、烟台张裕葡萄酿酒股份有限公司（以下简称"公司"或"本公司"）拟使用自 有资金以集中竞价交易方式回购本公司股份，回购股份的种类为公司已发行的境内上市 外资股（B股），资金总额不超过人民币1亿元，股份回购价格不超过港币11.50元/股。 拟回购 ...

证券代码：000869、200869 股票简称：张裕A 、张裕B 公告编号：2025－临19 烟台张裕葡萄酿酒股份有限公司 关于回购部分境内上市外资股（B股）股份并减少注册资本 暨通知债权人的公告 本公司及董事会全体成员保证信息披露的内容真实、准确、完整，没有虚假记载、误导性 陈述或重大遗漏。 一、通知债权人的原因 烟台张裕葡萄酿酒股份有限公司（以下简称"公司"或"本公司"， 统一社会信用代码：913700002671000358；股票代码：000869、200869） 于 2025 年 5 月 23 日召开的 2024 年度股东大会审议通过了《关于回购公 司部分境内上市外资股（B 股）股份方案》。 根据上述 B 股回购方案，公司将结合自身财务状况和经营状况，在回 购资金总额不超过 1 亿元人民币，回购价格不高于 11.50 港元/股（若公 司在回购期内实施派息、送股、资本公积金转增股本、股票拆细、缩股、 配股及其他等除权除息事项，自股价除权除息之日起，按照中国证监会及 深圳证券交易所的相关规定相应调整回购价格上限）的条件下以集中竞价 交易方式实施境内上市外资股（B 股）回购，回购期限自股东大会审议通 过回购 ...

Core Viewpoint - Zhangyu A's performance in the previous year was adversely affected by both external and internal factors, leading to a cautious outlook for the wine industry in the short term, while maintaining a long-term optimistic perspective due to evolving consumer preferences [1][3]. Group 1: Performance Attribution - The poor performance last year was attributed to three external factors: a drastic decline in consumer sentiment towards wine, a significant reduction in consumption scenarios compared to five years ago, and weakened channel dynamics due to price inversions in the liquor market [1]. - Internal factors included insufficient product innovation to meet consumer taste demands, limited channel innovation, and ineffective marketing strategies with low sales expense efficiency [1]. Group 2: Market Situation - The wine industry is facing significant downward pressure, with 772 wine companies closing down and over 10,000 companies in abnormal or other statuses [1]. - The combined revenue of 10 listed wine companies was 4.5 billion yuan, with a net profit of 180 million yuan, indicating a narrowing of losses compared to 2022, but some leading companies have accumulated severe losses over the past decade [1]. - The first quarter sales figures suggest a conservative estimate of a 19% decline in annual revenue, with online competition leading to lower transaction prices and dissatisfaction among offline distributors [1]. Group 3: Future Outlook - The company has set a revenue target of no less than 3.4 billion yuan for this year, reflecting growth from last year's 3.277 billion yuan, while maintaining a gross margin of around 61% [2]. - To achieve growth, the company plans to implement several strategies, including targeted market breakthroughs, enhanced marketing collaborations, product innovation aimed at younger consumers, and improvements in product taste [2]. - The company remains cautious about the short-term industry outlook but is optimistic about long-term opportunities as consumer preferences shift towards elegant and healthy lifestyles [3].