2025 年第一次临时股东会决议公告 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 | 344 | | --- | --- | | 2、出席会议的股东所持有表决权的股份总数（股） | 1,134,984,640 | | 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 | | | 份总数的比例（%） | 87.8363 | (四) 表决方式是否符合《公司法》及《公司章程》的规定，大会主持情况等。 证券代码：603195 证券简称：公牛集团 公告编号：2025-002 公牛集团股份有限公司 审议结果：通过 表决情况： 本次股东会采用现场投票和网络投票相结合的方式召开，会议由董事长兼总 裁阮立平先生主持，本次会议的召集、召开程序符合《公司法》《证券法》和《公 司章程》的规定。 (一) 股东会召开的时间：2025 年 1 月 17 日 (二) 股东会召开的地点：浙江省宁波市慈溪市日显北路 88 号宁波公牛电器有 限公司 ( ...

关于公牛集团股份有限公司 2025 年第一次临时股东会的 法律意见书 上海仁盈律师事务所 SHANGHAI RENYING LAW FIRM 地址：上海市徐汇区田林路 487 号 20 号楼宝石大楼 705 室邮编：200233 电话（Tel）：021-61255878 传真（Fax）：021-61255877 网站：www.renyinglawfirm.com 上海仁盈律师事务所 关于公牛集团股份有限公司 2025 年第一次临时股东会的法律意见书 致：公牛集团股份有限公司 上海仁盈律师事务所（以下简称"本所"）接受公牛集团股份有限公司（以下 简称"公司"）的委托，指派本所张晏维律师、孙军律师列席了公司于 2025 年 1 月 17 日召开的 2025 年第一次临时股东会（以下简称"本次股东会"），并依据《中 华人民共和国公司法》、《中华人民共和国证券法》以及《上市公司股东大会规则》 等法律、法规和其它规范性文件（以下简称"中国法律法规"）及《公牛集团股份 有限公司章程》（以下简称"《公司章程》"）的规定，就本次股东会的召集和召 开程序、出席会议人员的资格和召集人资格、表决程序和表决结果等相关事宜出 具本法律 ...

Investment Rating - The report assigns a "Neutral" investment rating for the company with a target price of Rmb 69.00 [6][25]. Core Insights - The company aims for double-digit revenue and profit growth in 2025, driven by factors such as steady growth in the converter business, resilience in the switch and socket business, rapid growth in new energy-related businesses, and above-industry growth in smart lighting [2][3]. - The management expects revenue resilience in Q4 2024, with a projected growth of 5% in revenue and 3% in profit compared to Q3 2024 [2]. - The company's market share in the switch and socket segment has increased from approximately 20% in 2020 to around 30%-35% in 2023/24, while foreign brands have seen a significant decline in market share [3]. Summary by Sections Revenue and Profit Growth - The company anticipates a stable revenue growth in the converter business, supported by continuous product innovation and indirect benefits from the "trade-in" subsidy program in 2025 [4]. - The management projects that the smart lighting segment will grow by 20% in 2024, contrasting with a decline in the traditional lighting industry [2]. Market Dynamics - The real estate market remains a primary concern, particularly in the switch and socket sector, with expected declines in home decoration demand in 2025 [3]. - Despite the anticipated challenges, the company expects to achieve stable revenue growth in its switch and socket business due to market share gains [3]. Financial Projections - The report provides financial forecasts, including expected revenues of Rmb 17.045 billion for 2024 and Rmb 18.651 billion for 2025, with net profits projected at Rmb 4.408 billion and Rmb 4.764 billion respectively [8]. - The company maintains a target price based on a DCF valuation method, corresponding to an 18x PE for 2025E [5].

Investment Rating - The report gives a "Buy" rating for the company, with a first-time coverage [16] Core Views - The company is a leading domestic manufacturer of civil electrical products, with a strong presence in the electrical connection, smart electrical lighting, and new energy sectors [16] - The company has expanded its business from converters and wall switches to a comprehensive ecosystem, including digital accessories, LED lighting, and new energy charging piles [16] - The company's revenue grew from 5.366 billion yuan in 2016 to 15.695 billion yuan in 2023, with a CAGR of 14.36%, and net profit attributable to the parent company grew from 1.407 billion yuan to 3.870 billion yuan, with a CAGR of 13.48% [16] - The company's new energy business, including charging piles and energy storage, is expected to drive medium- to long-term growth [16] Financial Performance - Revenue for 2024E, 2025E, and 2026E is projected to be 170.77 billion yuan, 186.74 billion yuan, and 203.25 billion yuan, respectively, with year-on-year growth rates of 8.8%, 9.4%, and 8.8% [3] - Net profit attributable to the parent company for 2024E, 2025E, and 2026E is projected to be 4.306 billion yuan, 4.774 billion yuan, and 5.276 billion yuan, respectively, with year-on-year growth rates of 11.3%, 10.9%, and 10.5% [3] - The gross profit margin is expected to remain stable at around 43.2%-43.5% from 2024E to 2026E [3] - ROE is projected to increase from 27.6% in 2024E to 28.5% in 2026E [3] Business Segments Electrical Connection - The electrical connection segment, including converters and digital accessories, is the company's core business, contributing 47.14% of total revenue in 2023 [16] - Revenue from the electrical connection segment grew from 5.124 billion yuan in 2018 to 7.387 billion yuan in 2023, with a CAGR of 7.59% [16] - The company has introduced innovative products such as track sockets and Z-generation series sockets, which have been well-received by users [16] Smart Electrical Lighting - The smart electrical lighting segment, including wall switches, LED lighting, and smart lighting, contributed 50.43% of total revenue in 2023 [16] - The company has expanded its LED lighting product line from bulbs to include light strips, ceiling lights, and other lighting products, with rapid growth in sales [16] - The company is focusing on the development of smart lighting solutions, including the "Muguang" brand, which offers smart lighting systems for various home scenarios [16] New Energy - The new energy segment, including charging piles and energy storage, achieved revenue of 380 million yuan in 2023, a year-on-year increase of 148.37% [16] - The company has launched a series of charging guns and charging piles for both B2B and B2C markets, catering to different charging scenarios [16] - In the energy storage sector, the company has introduced products for both household and industrial use, such as the 125KW and 230KWh liquid-cooled industrial energy storage cabinets [16] Market and Industry Trends - The global smart socket market is expected to grow from 2.384 billion USD in 2022 to 4.7588 billion USD by 2036, with a CAGR of 14.2% [61] - The Chinese LED lighting market is projected to grow from 701.2 billion yuan in 2023 to 716.9 billion yuan in 2024, driven by increasing penetration rates [61] - The global energy storage market is expected to grow significantly, with new installations reaching 147GW to 256GW by 2030 in China, driven by the "carbon neutrality" goal [90] Management and Governance - The company has a highly professional management team, led by Chairman Ruan Liping, who has extensive experience in the civil electrical industry [25] - The company has implemented a robust equity incentive plan, with 888 employees covered in the 2024 restricted stock incentive plan [25] - The company has a strong focus on R&D, with R&D expenses increasing from 180 million yuan in 2016 to 673 million yuan in 2023, accounting for 4.29% of revenue [34]

Company and Industry Summary Company Overview - The company operates in the lighting and electrical products industry, focusing on both domestic and international markets, particularly in Southeast Asia. The company has a strong emphasis on product innovation and market expansion strategies. Key Points Industry Dynamics - The overall market environment is expected to improve, which will positively impact the company's business performance and competitive advantages [1] - The company is observing a significant market share increase, particularly in the C-end (consumer) segment, which is projected to grow further [2][3] - The company is focusing on enhancing its competitive advantages through product development, channel management, and supply chain optimization [3] Market Share and Product Strategy - The company has achieved a market share of approximately 80% in certain segments, indicating strong competitive positioning [1] - The introduction of ultra-thin products has received positive market feedback, contributing to rapid business growth [5] - The company is actively expanding its product offerings to cater to different market needs, including high-end and budget-friendly options [4][5] International Expansion - The company is strategically developing its international business, particularly in Southeast Asia, with plans to enhance its sales team and distribution network [6][9] - A dedicated international division has been established to focus on emerging markets, indicating a long-term commitment to global expansion [6][9] Financial Performance and Shareholder Returns - The company has maintained a cash dividend payout ratio exceeding 70%, reflecting a commitment to shareholder returns [11] - Future dividend policies are expected to remain stable, with discussions on maintaining a minimum payout ratio of 70% over the next three years [11] Challenges and Market Conditions - The company faces challenges due to a slowdown in the real estate market, which affects demand for renovation and related products [22][23] - Economic pressures have led to cautious business outlooks, particularly in Q4, with expectations of gradual recovery in the following year [22][23] Product Development and Innovation - The company is investing in R&D to enhance product offerings, particularly in smart lighting and renewable energy sectors [18][19] - New product launches are planned, with a focus on meeting local market standards and consumer preferences in Southeast Asia [7][8] Competitive Landscape - The company is competing with both domestic and foreign brands, with a focus on providing high-quality products at competitive prices [26][27] - The market remains fragmented, allowing opportunities for the company to capture market share through innovation and strategic positioning [26][27] Future Outlook - The company aims to achieve a 30% revenue contribution from international markets within the next ten years, indicating a long-term growth strategy [9] - Continued focus on enhancing supply chain capabilities and product innovation is expected to drive future growth [20][21] Conclusion - The company is well-positioned to leverage market opportunities through strategic product development, international expansion, and a strong commitment to shareholder returns, despite facing challenges from market conditions and competition.

Summary of the Conference Call Company and Industry - The conference call involved Guotou Securities and Bull Group, focusing on the home appliance industry and the company's performance in 2025 investment strategies [1][2]. Key Points and Arguments 1. **Overall Performance**: The company has shown steady revenue growth of approximately 8.6% year-on-year in the first three quarters, with operating profit growth at 16% [2]. 2. **Business Segments**: - **Electrical Connection Business**: Experienced modest single-digit growth, maintaining a strong market position [2]. - **Smart Electrical Products**: This segment has shown significant growth, with nearly double-digit growth rates, particularly in wall switches, which have a market share approaching 30% [3]. - **Lighting Products**: Despite a general industry decline, the company’s lighting products have maintained a stable performance [3]. - **New Energy Business**: This segment has seen over threefold growth since entering the market in 2021, continuing to expand its product lines [4]. 3. **Channel Management**: The company has optimized its channel management, maintaining healthy inventory levels despite a challenging market environment [5][15]. 4. **Market Environment**: The overall consumer environment and real estate pressures have impacted demand, but the company remains cautiously optimistic about improvements in Q4 and beyond [6][9]. 5. **Future Outlook**: The company anticipates that the business environment will not worsen compared to Q3, with potential improvements expected in 2025 [6][10]. 6. **Product Strategy**: The company is focusing on upgrading its product lines to meet consumer demand for cost-effective solutions, particularly among younger consumers [17][18]. 7. **International Expansion**: The company is gradually expanding its international presence, particularly in Southeast Asia and Europe, with a focus on renewable energy products [37][39]. Other Important but Possibly Overlooked Content 1. **Inventory Management**: The company has actively reduced channel inventory levels to avoid short-term fluctuations, resulting in a healthier inventory status [15][16]. 2. **Cost Management**: The company has effectively managed raw material costs, particularly copper, without significantly impacting gross margins [30][31]. 3. **Brand Positioning**: The company is working on enhancing its brand image to appeal to younger consumers, moving beyond its traditional safety-focused branding [26]. 4. **Future Store Openings**: While there are plans for future store openings, specific numbers and timelines remain uncertain, with a focus on gradual expansion [22][29]. 5. **Long-term Strategy**: The international business is a key strategic focus for the company, with plans to replicate its domestic success in overseas markets [40][41]. This summary encapsulates the main points discussed during the conference call, highlighting the company's performance, strategic direction, and market outlook.

Company Overview - Founded in 1995, the company has consistently focused on consumer demand and product quality, evolving from a niche in "sockets" to a sustainable industrial layout across three main business segments: electrical connections, smart electrical lighting, and new energy [1]. - The company emphasizes innovation in product development, marketing, supply chain, and branding, leading to a diverse range of consumer-favored products [1]. Core Competencies - **Product Strength**: The company has established a consumer-oriented product innovation advantage, adhering to a quality-first philosophy with a robust quality management system [1]. - **Marketing Capability**: The company adapts to changing consumer demands and habits, driving channel transformation and enhancing brand reputation with a fashionable, high-tech image [1]. - **Operational Efficiency**: The supply chain is highly optimized, automated, and digitalized, maintaining competitiveness in quality, efficiency, and cost [1]. Development Strategy - The vision is to become a leader in the international civil electrical industry, leveraging opportunities in smart ecosystems, new energy, and international business development [1]. - The strategic focus includes "technology leadership, customer-centricity, data-driven operations, and global expansion" [1]. Investor Communication Insights - **Response to Real Estate Sector Adjustments**: The company has innovated existing products and business models, launched new products like ultra-thin switches and bladeless fan lights, and expanded into the new energy sector for sustainable growth [2]. - **Market Leadership in New Segments**: The company has a leading market share in converters and wall switches, with ongoing growth in lighting and ecological products, and is actively developing its new energy business [2]. - **Charging Business Development**: Since entering the new energy charging sector, the company has rapidly expanded its product lines and channels, with over 22,000 C-end outlets developed by mid-2024 [2]. - **International Expansion Plans**: The company is pursuing opportunities in emerging and developed markets, focusing on localizing smart ecosystem businesses and enhancing product lines in response to new energy trends [2]. Marketing System - The company has established an integrated online and offline sales model, with over 1.1 million terminal outlets nationwide, and is enhancing its channel operations through new retail models [5]. - The online channel employs a direct sales and distribution model across major e-commerce platforms, positioning flagship stores as brand promotion hubs [5].

Summary of Conference Call Company and Industry - The conference call primarily discusses the performance and strategies of a company involved in the electrical and lighting industry, particularly focusing on its various business segments including overseas expansion, flagship store development, and product innovation. Key Points and Arguments Business Performance and Market Conditions - The company has experienced a small single-digit growth in its electrical connection business over the first three quarters, which is closely tied to macroeconomic trends and overall electricity usage [2][3][10] - The real estate sector has shown some signs of stabilization, which may positively impact the company's sales in the future, although no significant changes have been observed yet [3][4] - The company is actively monitoring market trends in Southeast Asia and Europe, with a focus on renewable energy and household storage products as key growth areas [5][6][10] Overseas Expansion - The company is in the early stages of its internationalization strategy, with a goal for overseas business to contribute over one-third of total revenue in the long term [8][11] - Southeast Asia is identified as a rapidly developing market, with significant growth potential for the company's self-branded products [7][10] - The company has established over 20 local distributors in Southeast Asia and is working on expanding its channel capabilities [6][7] Flagship Store Development - The company has opened over 1,800 comprehensive flagship stores this year, aiming to create a one-stop shopping experience for consumers [12][13] - The flagship stores are designed to consolidate various brands into a single location, enhancing consumer convenience and potentially increasing sales [12][13] - The company anticipates that these flagship stores will become the largest sales channel in the home decoration sector [13][14] Product Innovation and Market Trends - The company has seen a notable increase in the sales of innovative products such as track sockets, which have a higher average selling price compared to traditional products [17][18] - The smart lighting segment has also shown strong growth, indicating a shift in consumer preferences towards more advanced and aesthetically pleasing lighting solutions [20][21] - The company is focusing on enhancing its product offerings through continuous innovation and adapting to consumer demands for higher quality and design [18][20] Financial Outlook and Strategic Planning - The company maintains a cautious and conservative approach towards its financial outlook, with a focus on long-term profitability and efficiency improvements [30][31] - There is an emphasis on building core competencies in technology and supply chain management to support future growth [10][30] - The company plans to continue investing in brand development and marketing to enhance its market position and consumer perception [31] Inventory and Channel Health - The company's distribution channels are reported to be in a healthy state, with effective inventory management and proactive measures to stimulate sales [15][16] - The company has taken steps to reduce dealer targets and implement promotional activities to boost end-user sales [16] Other Important but Possibly Overlooked Content - The company is exploring various sales channels, including partnerships with local distributors and leveraging online and offline synergies in Southeast Asia [9][10] - There is a recognition of the competitive landscape, with both foreign and domestic brands vying for market share, which influences the company's pricing and product strategies [19][20] - The company is committed to enhancing its operational capabilities and adapting to market changes, which may not yield immediate results but are essential for long-term success [7][9]

Investment Rating - The report maintains a "Buy" rating for the company, indicating a strong performance relative to the market [5][11]. Core Insights - The company's Q3 2024 performance met expectations, with revenue of 12.603 billion yuan for the first three quarters, a year-on-year increase of 8.6%, and a net profit of 3.263 billion yuan, up 16.0% year-on-year [5][6]. - The company is focusing on channel reforms to enhance market share, particularly in the context of traditional electrical connections and smart lighting products [5][6]. - The report highlights the company's effective management strategies, including cost control through lean management and price stability in its product offerings [5][6]. Summary by Sections Financial Performance - For Q3 2024, the company reported revenue of 4.217 billion yuan, a 5.0% increase year-on-year, and a net profit of 1.025 billion yuan, up 3.4% year-on-year [5][6]. - The gross margin for Q3 2024 was 43.5%, a decrease of 1.2 percentage points year-on-year, while the operating profit margin remained stable [5][6]. Revenue Breakdown - Traditional electrical connections showed a steady growth rate of approximately 4% in Q3 2024, driven primarily by price increases [5][6]. - Smart lighting products experienced a revenue increase of about 5% in Q3 2024, with a focus on cost-effective products gaining traction in the market [5][6]. Future Outlook - The company anticipates continued growth in its new energy charging segment, with a projected revenue increase of around 100% year-on-year for Q3 2024 [5][6]. - The report slightly adjusts the profit forecast for 2024-2026, estimating net profits of 4.392 billion yuan, 4.991 billion yuan, and 5.818 billion yuan respectively, reflecting a year-on-year growth of 13.5%, 13.6%, and 16.6% [5][6].

Investment Rating - The report maintains a "Hold" rating for the company [1] Core Views - The company demonstrates robust performance with a revenue of 12.6 billion yuan in the first three quarters of 2024, reflecting an 8.6% year-on-year increase. The net profit attributable to shareholders reached 3.26 billion yuan, up 16% year-on-year [1] - The company has shown resilience in the face of challenges in the real estate sector and a sluggish domestic home improvement market, highlighting its position as an industry leader [3] - The report emphasizes the company's strategic focus on digital transformation and operational efficiency, which has contributed to a stable gross margin of 43.1% in the first three quarters of 2024, an increase of 1.2 percentage points year-on-year [2] Summary by Sections Financial Performance - In Q3 2024, the company achieved a revenue of 4.22 billion yuan, a 5% increase year-on-year, and a net profit of 1.02 billion yuan, up 3.4% year-on-year. The net profit after deducting non-recurring items was 940 million yuan, down 2.2% year-on-year [1][2] - The overall gross margin for the first three quarters was 43.1%, with a net profit margin of 25.9%, reflecting a 1.7 percentage point increase year-on-year [2] Cost and Expense Management - The total expense ratio increased to 15.7%, up 2.1 percentage points year-on-year, primarily due to the expansion of new strategic businesses such as new energy and smart lighting [2] - The report details the breakdown of expense ratios: sales expense ratio at 8.4%, management expense ratio at 3.9%, and R&D expense ratio at 4.1%, all showing year-on-year increases [2] Business Strategy and Growth - The company is focusing on product innovation in traditional electrical connection businesses and expanding its smart electrical and lighting product ecosystem [3] - The new energy business is developing a comprehensive ecosystem around "light-storage-charge-discharge," aiming for rapid growth [3] - The company is actively exploring overseas markets with a strategy of full-category and full-localization [3] Earnings Forecast - The report forecasts EPS for 2024, 2025, and 2026 to be 3.38 yuan, 3.85 yuan, and 4.30 yuan respectively, with corresponding PE ratios of 22x, 19x, and 17x [3]