公牛集团股份有限公司 章程 （2025 年 4 月 23 日，经董事会审议通过，尚需提交 2024 年 年度股东大会审议） | | | 第一章 总则 第一条 为维护公牛集团股份有限公司（以下简称"公司"）、股东和债权 人的合法权益，规范公司的组织和行为，根据《中华人民共和国公司法》（以下 简称《公司法》）、《中华人民共和国证券法》（以下简称《证券法》）和其他 有关规定，制订本章程。 第二条 公司系依照《公司法》和其他有关规定成立的股份有限公司。 公司在宁波市市场监督管理局注册登记，取得营业执照，营业执照载明统一 社会信用代码为 91330282671205242Y。 第三条 公司于 2019 年 12 月 31 日经中国证券监督管理委员会（以下简称"中 国证监会"）批准，首次向社会公众发行人民币普通股 60,000,000 股，于 2020 年 2 月 6 日，在上海证券交易所上市。 第四条 公司注册名称：公牛集团股份有限公司 英文全称：Goneo Group Co.,Ltd. 第五条 公司住所：浙江省慈溪市观海卫镇工业园东区 邮编：315314 第六条 公司注册资本为 1,809,022,417 元人民币。 ...

公牛集团股份有限公司 2024 年度独立董事述职报告（张泽平） 2024 年，本人担任公牛集团股份有限公司（以下简称"公司"）第二届董 事会独立董事至 2024 年 1 月 5 日止，严格按照《中华人民共和国公司法》（以下 简称"《公司法》"）、《中华人民共和国证券法》《上市公司独立董事管理办法》等 相关法律法规的要求和《公司章程》及《公司独立董事工作制度》的规定，独立 公正、认真勤勉履行独立董事职责，积极出席公司相关会议，仔细审议各项议案， 对公司经营发展提供专业、客观的意见及建议，促进董事会决策水平提升，促使 董事会决策符合公司整体利益，保护投资者合法权益。现将本人 2024 年度履职 情况报告如下： 一、独立董事的基本情况 （一） 独立董事基本信息 张泽平先生，1973 年出生，博士研究生学历，中国国籍，无境外永久居留 权。曾任上海工程技术大学基础教育学院教师，华东政法大学国际法学院教师， 中国驻马其顿共和国大使馆领事部主任。现任华东政法大学国际法学院教授，上 海国际经济贸易仲裁委员会、上海仲裁委员会和深圳国际仲裁院仲裁员，上海中 联律师事务所兼职律师，港中旅华贸国际物流股份有限公司独立董事，上海阿莱 ...

2025 年限制性股票激励计划实施考核管理办法 公牛集团股份有限公司 为保证公牛集团股份有限公司（以下简称"公司"）2025年限制性股票激励计 划（以下简称"本激励计划"）的顺利实施，形成良好均衡的价值分配体系，激励 核心团队诚信勤勉地开展工作，确保公司发展战略和经营目标的实现，根据《中 华人民共和国公司法》《中华人民共和国证券法》《上市公司股权激励管理办法》 等有关法律、法规、规范性文件和《公司章程》等的规定，结合公司实际情况， 特制订本办法。 一、考核目的 进一步完善公司法人治理结构，建立和完善公司激励约束机制，保证公司 2025 年限制性股票激励计划的顺利实施，并在最大程度上发挥本激励计划的作 用，进而确保公司发展战略和经营目标的实现。 二、考核原则 考核评价必须坚持公正、公开、公平的原则，严格按照本办法和考核对象的 业绩进行评价，以实现本激励计划与激励对象工作业绩、贡献紧密结合，从而提 高管理绩效水平，实现公司与全体股东利益最大化。 三、考核范围 本办法适用于参与公司 2025 年限制性股票激励计划的所有激励对象。 四、考核机构 （一）公司董事会下设薪酬与考核委员会负责领导和组织对激励对象的考核 工作 ...

Financial Performance - The company's revenue for Q1 2025 reached CNY 3,922,292,893.48, representing a 3.14% increase compared to CNY 3,802,785,098.41 in the same period last year[5] - Net profit attributable to shareholders was CNY 974,916,307.50, up 4.91% from CNY 929,269,677.23 year-on-year[5] - Basic and diluted earnings per share increased by 4.17% to CNY 0.75, compared to CNY 0.72 in the same quarter last year[6] - Operating profit for Q1 2025 was RMB 1,172,448,504.86, compared to RMB 1,117,003,546.32 in Q1 2024, indicating a growth of 4.99%[18] - Net profit for Q1 2025 amounted to RMB 974,976,899.73, a rise from RMB 930,185,837.24 in Q1 2024, representing an increase of 4.83%[18] - Total comprehensive income for Q1 2025 was approximately ¥975.49 million, compared to ¥945.11 million in Q1 2024, marking an increase of about 3.2%[19] Cash Flow and Liquidity - The net cash flow from operating activities decreased by 7.00% to CNY 1,412,435,516.57, down from CNY 1,518,671,567.41 in the previous year[5] - Cash and cash equivalents as of March 31, 2025, totaled RMB 5,241,524,164.70, compared to RMB 5,020,380,352.96 at the end of 2024, showing a growth of 4.41%[14] - Cash flow from operating activities for Q1 2025 was approximately ¥1.41 billion, a decrease from ¥1.52 billion in Q1 2024, reflecting a decline of about 7.0%[22] - Cash and cash equivalents at the end of Q1 2025 were approximately ¥1.21 billion, down from ¥3.22 billion at the end of Q1 2024, a decrease of about 62.5%[23] - The company reported cash inflows from investment activities of approximately ¥2.91 billion in Q1 2025, compared to ¥2.53 billion in Q1 2024, an increase of about 14.5%[22] - Cash outflows from investment activities in Q1 2025 were approximately ¥4.40 billion, significantly higher than ¥2.85 billion in Q1 2024, indicating an increase of about 54.2%[22] - The total cash flow from financing activities for Q1 2025 was approximately ¥448.75 million, compared to ¥92.36 million in Q1 2024, indicating a substantial increase of about 385.5%[23] Assets and Liabilities - Total assets at the end of the reporting period were CNY 21,892,362,636.53, reflecting a 6.82% increase from CNY 20,494,034,490.68 at the end of the previous year[6] - Total liabilities as of March 31, 2025, were RMB 5,009,198,248.42, compared to RMB 4,619,054,119.92 at the end of 2024, indicating a rise of 8.44%[16] - The company’s total equity as of March 31, 2025, was RMB 16,883,164,388.11, an increase from RMB 15,874,980,370.76 at the end of 2024, representing a growth of 6.34%[16] Shareholder Information - The number of ordinary shareholders at the end of the reporting period was 27,482, indicating a stable shareholder base[10] - The top ten shareholders collectively hold 97.22% of the company's shares, with Ningbo Liangji Industrial Co., Ltd. being the largest shareholder at 53.81%[11] Future Outlook - The company plans to continue expanding its market presence and investing in new product development to drive future growth[5] Research and Development - Research and development expenses for Q1 2025 were RMB 156,756,421.33, down from RMB 172,615,888.92 in Q1 2024, a decrease of 9.18%[18] Non-Recurring Items - Non-recurring gains and losses totaled CNY 119,684,014.23 for the period, with significant contributions from government subsidies and other non-operating income[8]

Financial Performance - In 2024, the company achieved a total revenue of 16.831 billion yuan, representing a year-on-year growth of 7.24%[13] - The net profit attributable to shareholders of the parent company reached 4.272 billion yuan, with a year-on-year increase of 10.39%[13] - The company's operating revenue for 2024 reached ¥16,830,541,086.13, representing a 7.24% increase compared to ¥15,694,755,606.24 in 2023[32] - The net profit attributable to shareholders for 2024 was ¥4,272,204,565.03, which is a 10.39% increase from ¥3,870,135,376.47 in 2023[32] - The net profit after deducting non-recurring gains and losses was ¥3,741,807,159.86, showing a slight increase of 1.04% from ¥3,703,188,544.28 in 2023[32] - The company's total assets as of the end of 2024 were ¥20,494,034,490.68, a 3.70% increase from ¥19,762,205,724.93 in 2023[32] - The net assets attributable to shareholders increased by 9.83% to ¥15,866,115,691.08 from ¥14,445,921,963.84 in 2023[32] - Basic earnings per share for 2024 were ¥3.31, up 9.97% from ¥3.01 in 2023[33] - The weighted average return on equity for 2024 was 28.64%, a decrease of 0.56 percentage points from 29.20% in 2023[33] - The net cash flow from operating activities for 2024 was ¥3,730,346,896.27, a decrease of 22.72% from ¥4,827,282,098.55 in 2023[32] Dividend and Share Capital - The proposed cash dividend is 24.00 yuan per 10 shares (including tax), with a total cash dividend distribution of approximately 3.101 billion yuan[7] - The company plans to increase its total share capital to approximately 1.809 billion shares after a capital reserve transfer of 4.0 shares for every 10 shares held[7] - The company plans to distribute a cash dividend of 31 RMB per 10 shares, totaling 2,763,776,569.90 RMB, which represents 71.41% of the net profit attributable to ordinary shareholders for the year 2023[164] - The total cash dividend amount for the last three accounting years is 7,848,513,625.90 RMB, with an average annual net profit of 3,777,016,508.80 RMB, resulting in a cash dividend ratio of 207.80%[169] - The company has a cash dividend policy that mandates a minimum cash dividend ratio of 80% for mature companies without significant capital expenditure plans[163] Strategic Goals and Market Position - The company aims to become a leader in the international civil electrical industry by 2025, focusing on three strategic directions: smart ecology, new energy, and internationalization[15] - The company is committed to building a global business footprint, emphasizing localized operations in electric connections, smart electrical products, and new energy[18] - The company is focusing on creating a health-oriented lighting environment with its smart lighting solutions, integrating AI voice control and adaptive dimming technology[49] - The company is expanding its product offerings in the electric vehicle charging infrastructure, aligning with the government's goal to build a high-quality charging infrastructure by 2030[122] - The company aims to enhance its presence in emerging markets, Europe, and cross-border e-commerce, seeking global partnerships to build localized sales capabilities[127] Innovation and Product Development - The company emphasizes continuous innovation and product iteration to meet evolving consumer demands in the electrical industry[14] - The company will leverage AI technology to create a comprehensive safe electricity solution for households, enhancing consumer safety and comfort[16] - The company launched new high-end products, including "zero-seam ultra-thin tracks" and "dual pure flat protection door" designs, enhancing its market presence[44] - The company has successfully launched innovative products such as the health-focused eye-care floor lamp and smart lighting solutions, enhancing brand recognition in the lighting industry[49] - The company is focusing on product innovation and market expansion in the electrical connection business, including the launch of new products such as rail sockets and embedded sockets[124] Supply Chain and Operational Efficiency - The company has enhanced its supply chain capabilities, focusing on automation and digitalization, with the goal of establishing a "dark factory" for converters[46] - The company has developed a comprehensive supply chain layout for electric connection products, improving quality, cost, and efficiency through vertical integration[46] - The company has established a vertical supply chain system, improving operational efficiency and accelerating the self-manufacturing of key components[57] - The company's cash flow hedging strategy involved locking in prices for bulk raw materials such as copper and plastic through commodity futures contracts[114] Environmental and Social Responsibility - The company invested 13.05 million yuan in environmental protection during the reporting period[177] - The total amount of hazardous waste disposed of by the group in 2024 was 787.4 tons, complying with relevant laws and regulations[179] - The company implemented a new wastewater treatment system with a reuse rate of 60%[180] - Total investment in social responsibility projects amounted to CNY 35.22 million[190] - Total investment in poverty alleviation and rural revitalization projects reached CNY 11.68 million, benefiting 8,755 people[191] Governance and Management - The company plans to revise its articles of association and shareholder meeting rules, indicating a strategic shift in governance[136] - The company has proposed a stock incentive plan for 2024, which includes a management method for the implementation of the plan[136] - The management team includes experienced professionals with backgrounds in finance and engineering, enhancing the company's strategic direction[140] - The company has a diverse management team with members holding positions in various subsidiaries and related companies[142] - The board of directors approved several key resolutions, including the use of idle raised funds to temporarily supplement working capital and the application for a comprehensive credit line from banks[147] Risks and Challenges - Risks include potential economic slowdown affecting consumer spending, which could impact demand for the company's products[129] - Increased market competition in the consumer electrical sector poses a risk to maintaining market share and competitive advantages[129] - Fluctuations in raw material prices, particularly for copper and plastics, could adversely affect the company's cost control and overall performance[130]

公牛集团(603195.SH)公布2025年第一季度报告，实现 营业收入39.22亿元，同比增长3.14%；归属于上 市公司股东的 净利润为9.75亿元，同比增长4.91%。 ...

公牛集团：拟2.5亿元-4亿元回购公司股份用于股权激励 智通财经4月24日电，公牛集团(603195.SH)公告称，公司计划使用自有资金通过集中竞价交易方式回购 部分股份，回购金额不低于2.50亿元且不超过4.00亿元，回购价格不超过107元/股。回购股份将用于实 施公司股权激励计划及员工持股计划，法定期间未使用部分公司将履行相关程序予以注销并减少注册资 本。回购期限自公司董事会审议通过之日起不超过12个月。 ...

Investment Rating - The report maintains a "Buy" rating for the company, with a target price of 84.6 RMB per share based on a 25-year valuation of 23X [4]. Core Insights - The company is a leading player in China's consumer electrical industry, with a focus on converters and wall switches, achieving an average ROE of approximately 29% from 2020 to 2023. The company aims to diversify into three emerging business areas: new energy, no-main-lighting, and international expansion, with a goal of reaching a revenue target of 100 billion RMB [2][16]. Summary by Sections 1. Company Overview and Growth Strategy - The company has established itself as a leader in the consumer electrical sector, with a compound annual growth rate (CAGR) of 16.0% in revenue and 18.7% in net profit from 2020 to 2023, reaching 15.695 billion RMB in revenue and 3.87 billion RMB in net profit in 2023 [16]. - The company has a strong focus on maintaining high ROE levels, with an average of 29.0% from 2020 to 2023, positioning itself as a high-quality growth entity in the A-share light manufacturing industry [16]. 2. Emerging Business Areas - **New Energy Business**: Launched in 2021, this segment includes charging guns and storage products, with a revenue of 290 million RMB in the first half of 2024, representing a year-on-year growth of 120.2%. The company aims to leverage its existing technology and brand reputation to capture market share [3][4]. - **No-Main-Lighting Business**: Focused on health lighting, the company has developed the "Muguang" brand and established over 300 experience stores, driving growth in the lighting segment [3]. - **International Expansion**: The company has initiated its international business with a revenue of approximately 180 million RMB in 2023, targeting markets in Europe and Southeast Asia, with a clear strategy to replicate its domestic success [4]. 3. Financial Projections - The company forecasts net profits of 4.295 billion RMB, 4.754 billion RMB, and 5.192 billion RMB for 2024, 2025, and 2026, respectively, reflecting growth rates of 10.98%, 10.68%, and 9.22% [4][8]. - The projected ROE for the mid-term is estimated to be in the range of 28-31%, driven by the profitability of emerging businesses and potential adjustments in capital structure through dividends or buybacks [3]. 4. Competitive Advantages - The company has established a strong competitive position in the converter and wall switch markets, with a focus on high net profit margins and market share. The average net profit margin from 2015 to 2023 is approximately 22.3%, supported by a robust brand and product differentiation [16][22]. - The company’s financial characteristics include high net profit margins, moderate turnover rates, and low debt levels, which contribute to its sustained high ROE [16][32]. 5. Management and Operational Efficiency - The company has adopted a unique management system (BBS) inspired by Danaher’s DBS, focusing on internal governance and operational efficiency to support its diversified growth strategy [46][47]. - The BBS framework emphasizes strategic planning, lean marketing, and efficient production processes, which are crucial for the successful expansion of new business lines [46].

Investment Rating - The report maintains a "Buy" rating for the company, with a target price of 84.6 RMB per share based on a 25-year valuation of 23X [4]. Core Insights - The company is a leading player in China's consumer electrical industry, with a focus on converters and wall switches, achieving an average ROE of approximately 29% from 2020 to 2023. The company aims to diversify into three emerging business areas: new energy, non-main lighting, and international expansion, with a goal of reaching a revenue target of 100 billion RMB [2][16]. - Future ROE is projected to depend on the profit margin growth of emerging businesses, with mid-term ROE expected to be in the range of 28-31%. Adjusting the capital structure through dividends or buybacks could further enhance this potential [3]. Summary by Sections 1. Company Overview - The company has achieved a compound annual growth rate (CAGR) of 16.0% in revenue and 18.7% in net profit from 2020 to 2023, reaching revenues of 15.7 billion RMB and net profits of 3.87 billion RMB in 2023. The company maintains a high ROE, averaging 29% during the same period [16]. 2. Business Diversification Strategy - The company is adopting a multi-faceted growth strategy, inspired by Danaher's experience, to enhance its operational efficiency and management through the Bull Business System (BBS). This system aims to integrate various business lines and support long-term strategic goals [2][46]. 3. Emerging Business Prospects - **New Energy Business**: Launched in 2021, this segment includes charging guns and storage products, with a revenue of 290 million RMB in the first half of 2024, reflecting a year-on-year growth of 120.2%. The company holds the top market share in this segment [3][4]. - **Lighting Business**: The company focuses on health lighting, particularly through its independent brand "Muguang," with over 300 experience stores established. This segment is expected to drive new growth in the lighting business [3]. - **International Expansion**: The company has established an international division in 2023, targeting markets in Europe and Southeast Asia, with a clear strategy to replicate its domestic success [4]. 4. Financial Projections - The company forecasts net profits of 4.3 billion RMB, 4.75 billion RMB, and 5.19 billion RMB for 2024, 2025, and 2026, respectively, representing growth rates of 11.0%, 10.7%, and 9.2% [4][8].

Core Viewpoint - The article highlights the advancements and innovations in the energy storage industry showcased at the ESIE 2025 event, focusing on product launches, technological improvements, and strategic collaborations among leading companies. Company Dynamics - Companies are enhancing their soft power with a strong focus on AI integration to address industry pain points such as safety and operational efficiency. Notable examples include CATL's launch of the energy storage management platform "Tianheng Zhichu," and Sungrow's release of the "BM²T Battery Management Technology White Paper" [2][7][10] - The competition in large-capacity energy storage systems is intensifying, with companies introducing systems ranging from 6MWh to 8MWh. Examples include CRRC's 6.X energy storage battery cabin and EVE's 6.9MWh storage system [2][18][19] - The construction of an energy storage ecosystem is accelerating, with many companies emphasizing strategic partnerships and collaborations to develop storage projects and enhance product compatibility [2] Product Launches - Trina Storage launched the Elementa King Kong 3, featuring a 500Ah+ large-capacity cell, achieving a 12.5% reduction in levelized cost of storage (LCOS) compared to previous models [3][5] - CATL introduced the "Tianheng Zhichu" smart energy storage management platform, which utilizes AI and big data to enhance operational efficiency and reduce unplanned downtime losses by 75% [7][9] - Sungrow released the industry's first "BM²T Battery Management Technology White Paper," focusing on AI-driven battery management to improve grid responsiveness and safety [10][12] - BYD showcased a range of innovative energy storage products, including the MC Cube-T Pro ESS and Chess Plus commercial storage solution, designed for various applications [12][15] - CRRC's new 6.X energy storage battery cabin boasts a 38% increase in energy density and a 20% reduction in station investment costs [18] - EVE's 6.9MWh storage system features a 20% increase in energy density and a 10% reduction in pack costs [19][22] Technological Innovations - Trina Storage's Elementa King Kong 3 incorporates advanced safety features and real-time monitoring capabilities, achieving an energy efficiency of 87.13% in real-world tests [6][5] - CATL's platform can predict faults seven days in advance with an accuracy rate of over 99.99%, significantly enhancing operational reliability [9] - Sungrow's technology enables precise battery health monitoring and early warning for thermal runaway, achieving a prediction accuracy of over 99% [13] - EVE's new system employs a "透视者" technology for lifecycle monitoring and has achieved an operational efficiency exceeding 95.5% [22] Strategic Collaborations - Companies are increasingly signing strategic cooperation agreements to enhance their product offerings and market reach, as seen with CRRC's partnerships with multiple industry leaders [18] - Trina Storage has also engaged in strategic collaborations with several leading firms to bolster its market position [31] Market Trends - The energy storage industry is witnessing a shift towards larger capacity systems and AI integration, with companies focusing on enhancing safety, efficiency, and economic viability [2][10] - The emphasis on ecosystem building and strategic partnerships indicates a trend towards collaborative innovation in the energy storage sector [2]