登录新浪财经APP 搜索【信披】查看更多考评等级 证券代码：000869、200869 证券简称：张裕A、张裕B 公告编号：2025－临45 烟台张裕葡萄酿酒股份有限公司 2025年第二次临时董事会决议公告 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。 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11月7日通过电子邮件、传真、专人送 达等方式告知全体董事和有关高级管理人员。 2、召开会议的时间、地点和方式：2025年11月13日以通讯表决方式举行。 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：董事长周洪江先生主持了会议；公司有关高级管理人员列席了会议。 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、关于变更注册资本并修订《公司章程》的议案 与会董事以14票赞成，0票弃权，0票反对的结果通过了该议案; 详细情况请参见同日披露的《关于变更 注册资本并修 ...

Group 1 - The stock price of Zhang Yu A (000869) closed at 21.52 yuan on November 6, 2025, with no change, a turnover rate of 0.34%, a trading volume of 15,400 shares, and a transaction amount of 33.113 million yuan [1] - On November 6, there was a net inflow of 635,100 yuan from main funds, while retail investors showed a net outflow [5][6] - The company received suggestions from investors regarding potential acquisitions and market strategies, indicating a need for expansion in the health wine sector and regional market penetration [2][3][4] Group 2 - Investors expressed concerns about the long-term performance of Zhang Yu B shares, questioning their value and suggesting a buyback strategy [2] - The company acknowledged investor feedback and expressed appreciation for the suggestions, indicating a willingness to consider them [2][4] - There was a notable difference in fund flows, with retail investors experiencing a net outflow of 639.82 million yuan, while speculative funds saw a net inflow of 576.31 million yuan [6]

Summary of Key Points Core Viewpoint - The company, Yantai Changyu Pioneer Wine Co., Ltd., has approved a share repurchase plan for its B-shares, with a total repurchase amount not exceeding 1 billion RMB and a maximum price of 11.50 HKD per share, subject to adjustments based on corporate actions [2][3]. Group 1: Share Repurchase Plan - The company will repurchase B-shares through centralized bidding, with a repurchase period of up to 12 months from the approval date [2]. - The planned repurchase quantity is between 10 million and 15 million shares, with the final number determined at the end of the repurchase period [2]. - The repurchased shares will be canceled, leading to a reduction in the company's registered capital [2]. Group 2: Adjustments to Repurchase Price - Following a dividend distribution of 4 RMB per 10 shares in June 2025, the maximum repurchase price was adjusted from 11.50 HKD to 11.06 HKD per share [3]. - The adjusted repurchase price limit took effect on June 24, 2025 [3]. Group 3: Progress of Share Repurchase - As of August 31, 2025, the company has repurchased a total of 8,860,000 B-shares, representing approximately 1.32% of the total share capital [5]. - The highest transaction price during the repurchase was 9.00 HKD per share, while the lowest was 8.20 HKD per share, with a total transaction amount of 77,455,523 HKD [5]. Group 4: Compliance and Regulations - The company has adhered to the relevant regulations regarding the timing, quantity, and pricing of the share repurchase [6][8]. - The company has not repurchased shares during periods that could significantly impact the stock price or during other restricted periods as defined by regulatory authorities [7].

Group 1 - The company Zhangyu A announced the progress of its share repurchase of domestic listed foreign shares (B shares) as of September 2 [2] - As of August 31, 2025, the company has repurchased a total of 8.86 million B shares, accounting for approximately 1.32% of the total share capital, with a total transaction amount of about 77.45 million Hong Kong dollars [2] - The highest transaction price was 9 HKD per share, while the lowest was 8.2 HKD per share [2] Group 2 - In the first half of the year, the company reported revenue of approximately 1.47 billion yuan, a year-on-year decline of 3.4% [2] - The net profit attributable to shareholders of the listed company was about 186 million yuan, representing a year-on-year decrease of 16.09% [2]

Yantai Changyu Pioneer Wine Co., Ltd. 2025 Semi-annual Report XII. Related Situation of Bonds Applicable Inapplicable XIII. Financial Report 1. Audit report Whether the semiannual report has been audited Yes No 2. Financial statement The unit in the statements of the financial notes is RMB Yuan. 1. Consolidated balance sheet | Compiling unit: Yantai Changyu Pioneer Wine Co., Ltd. | June 30, | 2025 | Unit: yuan | | --- | --- | --- | --- | | Item | Note | June 30, 2025 | December 31, 2024 | | Current assets: ...

Core Viewpoint - The company has decided to repurchase and cancel a portion of restricted stock due to not meeting performance targets, resulting in a reduction of registered capital and total shares outstanding [1][2]. Group 1: Repurchase and Cancellation Details - The company will repurchase a total of 2,153,772 shares of restricted stock from 179 incentive recipients who did not meet performance criteria [1]. - The repurchase price will be the grant price plus interest calculated based on the People's Bank of China's benchmark deposit rate [1]. - The repurchase includes 21,946 shares from one individual who left the company and 267,521 shares from 16 individuals who experienced job changes [1]. Group 2: Impact on Registered Capital - After the repurchase, the total number of shares will decrease from 671,823,900 to 669,670,128, leading to a corresponding reduction in registered capital from 671,823,900 yuan to 669,670,128 yuan [2]. - The company will apply to the Shenzhen branch of China Securities Depository and Clearing Corporation Limited for the cancellation of these shares [2]. Group 3: Notification to Creditors - The company is notifying creditors of the capital reduction, allowing them 45 days to request debt repayment or guarantees [2]. - If creditors do not exercise their rights within the specified period, the repurchase will proceed as planned [2]. Group 4: Debt Claim Submission - Creditors must provide original and photocopied documents proving the existence of the debt relationship when submitting claims [3][4]. - For corporate creditors, additional documentation such as business licenses and identification of legal representatives is required [3].

Summary of Key Points Core Viewpoint - The company, Yantai Changyu Pioneer Wine Co., Ltd., has approved a share repurchase plan for its B-shares, with a total repurchase amount not exceeding 1 billion RMB and a maximum price of 11.50 HKD per share, subject to adjustments based on corporate actions [2][3]. Group 1: Share Repurchase Plan - The company will repurchase B-shares through centralized bidding, with a repurchase period not exceeding 12 months from the approval date [2]. - The planned repurchase quantity is between 10 million and 15 million shares, with the final number determined at the end of the repurchase period [2]. - The maximum repurchase price was adjusted to 11.06 HKD per share after the company declared a cash dividend of 4 RMB per 10 shares [3]. Group 2: Progress of Share Repurchase - As of July 31, 2025, the company has repurchased 6,790,000 B-shares, representing 1.01% of the total share capital, with a total transaction amount of 58,967,861 HKD [5]. - The highest and lowest transaction prices during the repurchase were 9.00 HKD and 8.20 HKD per share, respectively [5]. Group 3: Compliance and Regulations - The company has adhered to the relevant regulations regarding share repurchase, including not repurchasing shares during significant price-impacting events [6][7]. - The company will continue to implement the repurchase plan based on market conditions and will fulfill its information disclosure obligations as required by law [8].

Core Viewpoint - The company has announced its profit distribution plan for the fiscal year 2024, which was approved at the shareholders' meeting held on May 23, 2025, detailing cash dividends to shareholders based on their holdings [1][2]. Summary by Sections Shareholder Meeting Approval - The profit distribution plan was unanimously approved at the shareholders' meeting [1]. 2024 Profit Distribution Plan - The company will distribute a cash dividend of 4.00 RMB per 10 shares to all shareholders, based on a total share capital of 671,823,900 shares, excluding repurchased shares [1]. - For A-share QFII, RQFII, and individual investors holding pre-IPO restricted shares, the net dividend after tax will be 3.60 RMB per 10 shares [1]. - Different tax rates apply for various categories of shareholders, with specific provisions for B-share non-resident enterprises and individual shareholders [1]. Tax Payment Details - Tax payment for A-share holders will vary based on the holding period, with specific amounts to be paid for different durations [2]. - The exchange rate for B-share dividends will be based on the RMB to HKD rate published by the People's Bank of China on May 26, 2025 [2]. Key Dates - The A-share equity registration date is set for June 19, 2025, with the ex-dividend date on the same day [1]. - The last trading day for B-shares is also June 19, 2025, with the ex-dividend date following [1]. Distribution Method - Cash dividends for B-share shareholders will be directly credited to their accounts on June 24, 2025 [3]. - Shareholders must ensure their accounts have sufficient shares during the distribution period to avoid any legal liabilities [3]. Additional Information - B-share shareholders who believe they have been incorrectly taxed must contact the company by August 31, 2025, to seek a refund [4]. - Contact information for inquiries is provided, including names and phone numbers of company representatives [4].

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]