关于公牛集团股份有限公司 部分股权激励限制性股票回购注销实施的 法律意见书 上海仁盈律师事务所 SHANGHAIRENYINGLAWFIRM 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 | | | | 第一节 | 引言 3 | | --- | --- | | 第二节 | 正文 3 | | 一、 | 本次回购注销实施的批准和授权 3 | | 二、 | 本次回购注销实施的通知债权人情况 7 | | 三、 | 本次回购注销实施的基本情况 7 | | 第三节 | 结论性意见 9 | | 第四节 | 结尾 10 | 上海仁盈律师事务所 关于公牛集团股份有限公司 部分股权激励限制性股票回购注销实施的 法律意见书 （2021）仁盈律非诉字第 005-12 号 第一节 引言 为出具本法律意见书，本所律师声明如下： 1、本所律师仅针对本法律意见书出具日之前已经发生或存在的事实，根据 中国现行有效的法律、法规和规范性文件发表法律意见； 2、本所律师根据 ...

证券代码：603195 证券简称：公牛集团 公告编号：2024-077 公牛集团股份有限公司 部分股权激励限制性股票回购注销实施公告 1 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： 回购注销原因：根据《公牛集团股份有限公司 2021 年限制性股票激励计 划》（以下简称"《2021 年激励计划》"）、《公牛集团股份有限公司 2022 年限制性 股票激励计划》（以下简称"《2022 年激励计划》"）、《公牛集团股份有限公司 2023 年限制性股票激励计划》（以下简称"《2023 年激励计划》"）、《公牛集团股份有限 公司 2024 年限制性股票激励计划》（以下简称"《2024 年激励计划》"）的规定， 部分激励对象因离职已失去激励计划的激励资格，公牛集团股份有限公司（以下 简称"公司"）对其持有的已获授但尚未解除限售的限制性股票共计 319,312 股 进行回购注销处理。 本次限制性股票回购注销的有关情况 | 回购股份数量（股） | 注销股份数量（股） | 注销日期 | | | | | | --- | --- ...

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.

证券代码：603195 证券简称：公牛集团 公告编号：2024-076 公牛集团股份有限公司 特此公告。 公牛集团股份有限公司董事会 二〇二四年十二月十一日 关于归还部分暂时补充流动资金的闲置募集资金的公告 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。 公牛集团股份有限公司（以下简称"公司"）于 2024 年 1 月 5 日召开的第三 届董事会第一次会议、第三届监事会第一次会议，审议通过了《关于继续使用部 分闲置募集资金暂时补充流动资金的议案》，同意公司在确保不影响募投项目建 设和募集资金使用的情况下，使用不超过人民币 5 亿元暂时闲置募集资金补充公 司流动资金。使用期限为自公司第二届董事会第十六次会议授权到期之日起 12 个月内，即 2024 年 2 月 6 日至 2025 年 2 月 5 日。到期后，公司将及时归还至募 集资金专用账户。此次使用部分闲置募集资金暂时补充流动资金仅限于与主营业 务相关的生产经营使用，不通过直接或间接安排用于新股配售、申购或用于股票 及其衍生品种、可转换公司债券等的交易，不进行证券投资等风险投 ...

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]

Investment Rating - The investment rating for the company is "Buy" [5][14]. Core Views - The company has shown steady revenue growth, with a 5.04% year-on-year increase in Q3 2024, despite a slight slowdown compared to previous quarters. The growth is attributed to the company's diversified business strategy, particularly in smart electrical appliances and new energy sectors [1][3]. - The company's gross margin decreased to 43.47% in Q3 2024, down by 1.18 percentage points year-on-year, primarily due to fluctuations in raw material prices. The net profit margin also slightly declined to 24.30% [2][3]. - The company is focusing on innovation and development in three main business areas: electrical connections, smart electrical lighting, and new energy, which are expected to drive future growth despite challenges in the real estate sector [3][4]. Summary by Sections Financial Performance - In the first three quarters of 2024, the company achieved revenue of 12.603 billion yuan, a year-on-year increase of 8.58%, and a net profit of 3.263 billion yuan, up 16.00% year-on-year. In Q3 alone, revenue was 4.217 billion yuan, with a net profit of 1.025 billion yuan, reflecting a year-on-year growth of 3.36% [1][2]. - The company’s sales, management, R&D, and financial expense ratios for Q3 2024 were 9.19%, 4.31%, 3.60%, and -0.63%, respectively, indicating an increase in sales expenses due to higher marketing investments [2]. Profitability Forecast - The company has adjusted its net profit forecasts for 2024-2026 to 4.333 billion, 4.901 billion, and 5.516 billion yuan, respectively, with corresponding EPS of 3.35, 3.79, and 4.27 yuan, and PE ratios of 21.77, 19.25, and 17.10 times [3][4]. Market Position - The company maintains a strong brand image in the electrical connection sector, focusing on product innovation to meet diverse consumer needs. The new energy business has also expanded its product lines and channels, contributing to sustained growth [1][3].