牧高笛户外用品股份有限公司 章 程 （2024 年 10 月修订） | | | | 第一章 | 总 | | 则 3 | | --- | --- | --- | --- | | 第二章 | | | 经营宗旨和范围 4 | | 第三章 | 股 | | 份 4 | | 第一节 | | | 股份发行 4 | | 第二节 | | | 股份增减和回购 5 | | 第三节 | | | 股份转让 6 | | 第四章 | | | 股东和股东大会 7 | | 第一节 | | | 股东 7 | | 第二节 | | | 股东大会的一般规定 9 | | 第三节 | | | 股东大会的召集 13 | | 第四节 | | | 股东大会的提案和通知 14 | | 第五节 | | | 股东大会的召开 16 | | 第六节 | | | 股东大会的表决和决议 18 | | 第五章 | | | 董事会 23 | | 第一节 | | | 董 事 23 | | 第二节 | | 事 | 董 会 26 | | 第六章 | | | 总经理及其他高级管理人员 31 | | 第七章 | 监 | 事 | 会 33 | | 第一节 | | | 监 事 33 | | ...

证券代码：603908 证券简称：牧高笛 公告编号：2024-065 牧高笛户外用品股份有限公司 关于在子公司之间调剂担保额度及为子公司 提供担保的进展公告 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个别及连带责任。 重要内容提示： 被担保人名称及是否为上市公司关联人： 被担保人宁波牧高笛户外用品有限公司（以下简称"宁波牧高笛"）、浙江 牧高笛户外用品有限公司（以下简称"浙江牧高笛"）为牧高笛户外用品股份有 限公司（以下简称"公司"）全资子公司。 本次担保额度调剂金额：1,875 万元，为资产负债率 70%以上子公司之间 互相调剂。 本次担保金额及已实际为其提供的担保余额： 1、本次为全资子公司浙江牧高笛新增担保金额为人民币 30,000 万元，公司 已累计为其提供担保总额为 65,700 万元，实际为其提供担保的余额 4,731.19 万元。 2、本次为全资子公司宁波牧高笛新增担保金额为人民币 1,875 万元，公司 已累计为其提供担保总额为 1,875 万元，实际为其提供担保的余额 0 元。 本次担保是否有提供反担保：无 对外担 ...

证券代码：603908 证券简称：牧高笛 公告编号：2024-064 牧高笛户外用品股份有限公司 2024 年股票期权激励计划预留授予（第二批）结果公告 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个别及连带责任。 重要内容提示： 根据中国证监会《上市公司股权激励管理办法》、上海证券交易所、中国证 券登记结算有限责任公司上海分公司有关规则的规定，牧高笛户外用品股份有限 公司（以下简称"公司"）现已完成了 2024 年股票期权激励计划的预留授予（第 二批）登记工作，有关具体情况公告如下： 一、激励计划已履行的相关审批程序 1、2024 年 5 月 15 日，公司召开第六届董事会第十四次会议，会议审议通 过了《关于<公司 2024 年股票期权激励计划（草案）及其摘要>的议案》、《关 于<公司 2024 年股票期权激励计划实施考核管理办法>的议案》及《关于提请公 司股东大会授权董事会办理公司 2024 年股票期权激励计划相关事宜的议案》等 议案。 2、2024 年 5 月 15 日，公司召开第六届监事会第十三次会议，会议审议通 过了《关于< ...

Investment Rating - The investment rating for the company is "Neutral" with a revised reasonable valuation range of 23.4 to 24.6 CNY per share [1][3][10]. Core Views - The company's revenue decreased by 17% in the third quarter, primarily due to a decline in its proprietary brand business, particularly the DaMu brand. Despite this, net profit increased by 2.1% year-on-year to 0.13 billion CNY, driven by non-operating income [1][10]. - The company is expected to face short-term pressure on revenue and profitability in its brand business due to weak domestic consumption and intense industry competition. However, the OEM/ODM business is anticipated to perform steadily [1][10]. - The company continues to invest in enhancing its product, brand, channel, and operational capabilities, which is expected to strengthen its long-term competitive position in the outdoor products sector [1][10]. Summary by Sections Financial Performance - In Q3 2024, revenue fell by 16.8% to 250 million CNY, with the proprietary brand business experiencing a significant decline [1]. - The gross margin slightly improved by 0.2 percentage points to 28.3%, while the total expense ratio increased by 8.0 percentage points to 27.9% due to higher investments in various operational aspects [1][10]. - The company reported a net loss of 0.06 billion CNY after excluding non-operating items, a decline of 151.6% year-on-year, with a non-recurring net profit margin of -2.6% [1][10]. Revenue Breakdown - The proprietary brand business saw a year-on-year revenue decline of 8.9% in the first three quarters, with a more pronounced drop of 17.9% in Q3, totaling 200 million CNY [1][10]. - The OEM/ODM business, primarily serving overseas clients, experienced a revenue decline of 3.1% year-on-year in the first three quarters, with Q3 revenue down 11.8% to 50 million CNY [1][10]. Profit Forecast Adjustments - The profit forecast for 2024-2026 has been adjusted downward, with expected net profits of 0.9 billion CNY, 1.1 billion CNY, and 1.3 billion CNY respectively, reflecting a year-on-year decline of 12.6% in 2024 [8][10]. - Revenue projections for 2024-2026 are now set at 1.35 billion CNY, 1.49 billion CNY, and 1.64 billion CNY, with a year-on-year decrease of 7.2% in 2024 [8][10].

Group 1: Company Overview - Mobi Garden, established in 2003, is a leading outdoor brand in China, focusing on camping and hiking equipment [1] - The company operates two main business pillars: proprietary brand development and OEM/ODM manufacturing services [1][2] - The brand emphasizes a "people-oriented" development philosophy, aiming to provide high-quality outdoor gear for diverse outdoor scenarios [2] Group 2: Product Offerings - Mobi Garden's product line has undergone a comprehensive upgrade this year, introducing a series of hiking products centered around the "Cold Mountain" theme [2][3] - The product matrix covers three core categories: sleep systems, carrying systems, and apparel systems [3] - The company collaborates with leading material brands to create comprehensive outdoor solutions for consumers [3] Group 3: Market Strategy - Mobi Garden has established strong partnerships with major e-commerce platforms such as Tmall, JD.com, and Douyin, while also exploring new media and video live-streaming to enhance brand visibility [3] - The company aims to improve overall brand strength and customer loyalty through innovative product designs and targeted content [3] Group 4: Governance and Management - The company has established a robust governance structure and effective internal control systems in compliance with legal regulations [2] - A core management team with extensive industry experience has been formed to oversee product, brand, channel, and operational aspects [2]

Investment Rating - The report maintains a "Buy" rating for the company with a target price of 21.13 CNY, expecting a market recovery in the future [1]. Core Viewpoints - The company reported a revenue of 250 million CNY in Q3 2024, a decrease of 17% year-on-year, while the net profit attributable to the parent company was 13 million CNY, an increase of 2.1% year-on-year. However, the net profit after deducting non-recurring items was a loss of 6 million CNY, down 152% year-on-year due to decreased revenue and increased investments in product strength, brand power, channel power, operational power, and organizational power [1]. - The company has established a multi-dimensional marketing network that enhances brand market penetration and improves consumer purchasing convenience. It is actively promoting a Direct-to-Consumer (DTC) offline retail and community business model, which is expected to enhance brand value and customer loyalty [1]. - The company launched the "A Journey Beyond the Edge" plan, aiming to create a hardcore outdoor brand in China, emphasizing environmental sustainability and cultural preservation [1]. Financial Performance Summary - For the first three quarters of 2024, the company's total revenue was 1.08 billion CNY, a decrease of 6.5% year-on-year. The revenue from self-owned brand business was 610 million CNY, down 8.9% year-on-year. The online revenue was 210 million CNY, down 16%, while offline revenue was 400 million CNY, down 5% [1]. - The gross profit margin for the first three quarters of 2024 was 28.59%, an increase of 0.28 percentage points year-on-year. The net profit margin was 8.56%, a decrease of 0.96 percentage points year-on-year [1]. - The company adjusted its profit forecast, expecting net profits attributable to the parent company to be 98 million CNY, 113 million CNY, and 134 million CNY for 2024, 2025, and 2026 respectively, with corresponding EPS of 1.1 CNY, 1.2 CNY, and 1.4 CNY [1][3].

Investment Rating - The report maintains an "Outperform" rating for the company, indicating a positive outlook compared to the market [3][5][6]. Core Views - The company reported a revenue of 1.08 billion yuan for the first three quarters of 2024, reflecting a year-on-year decline of 6.5%, with a net profit attributable to shareholders of 90 million yuan, down 16.0% year-on-year [3][4]. - The domestic consumption environment remains under pressure, impacting the camping industry and the company's OEM business due to downstream inventory destocking [3][4]. - The brand business experienced a significant revenue decline in Q3 2024, with a revenue of 250 million yuan, down 16.8% year-on-year [3][4]. Summary by Sections Financial Performance - For Q1-Q3 2024, the company's revenue from its proprietary brand business was 610 million yuan, a decrease of 8.9% year-on-year, with specific declines in segments such as DaMu camping gear and XiaoMu outdoor clothing [4][5]. - The gross margin for Q1-Q3 2024 was 28.6%, an increase of 0.3 percentage points year-on-year, driven by improved efficiency in the OEM business [5][6]. - The net profit margin for Q1-Q3 2024 was 8.6%, down 1.0 percentage points year-on-year, reflecting increased expenses related to brand and operational upgrades [5][6]. Future Projections - The company forecasts net profits of 100 million yuan, 110 million yuan, and 120 million yuan for 2024, 2025, and 2026 respectively, with corresponding price-to-earnings ratios of 19, 18, and 16 [5][6]. - Revenue projections for 2024, 2025, and 2026 are set at 1.47 billion yuan, 1.60 billion yuan, and 1.77 billion yuan, indicating a gradual recovery in growth rates [6][9].

Investment Rating - The report maintains a "Buy" rating for the company [7] Core Views - The company's revenue for 2024Q1-Q3 decreased by 6% YoY to RMB 1.08 billion, while net profit attributable to the parent company dropped by 16% YoY to RMB 90 million [1] - In 2024Q3, revenue fell by 17% YoY to RMB 250 million, but net profit attributable to the parent company increased by 2% YoY to RMB 10 million [2] - The company continues to invest in its own brand development, with domestic brand revenue declining by 9% YoY to RMB 611 million in 2024Q1-Q3 [3] - OEM export business revenue decreased by 3% YoY to RMB 469 million in 2024Q1-Q3, but maintained a relatively high gross margin of 27.6% [4] Financial Performance - Gross margin for 2024Q1-Q3 increased by 0.3 percentage points YoY to 28.6%, while net margin decreased by 1.0 percentage points YoY to 8.6% [1] - In 2024Q3, gross margin rose by 0.2 percentage points YoY to 28.3%, and net margin increased by 1.0 percentage points YoY to 5.4% [2] - Inventory turnover days improved by 8.0 days YoY to 196.7 days in 2024Q1-Q3 [4] - Operating cash flow for 2024Q1-Q3 was RMB 160 million, approximately 1.8 times the net profit attributable to the parent company [4] Business Segments - Domestic brand revenue in 2024Q1-Q3 was RMB 611 million, with offline sales performing better than online [3] - The company upgraded its Cold Mountain product line and developed differentiated products for various customer groups and outdoor scenarios [3] - OEM business revenue in 2024Q1-Q3 was RMB 469 million, with a gross margin of 27.6% [4] - The company's tent production capacity ranks among the top in China, with 1.74 million units produced in 2023 [4] Future Outlook - The report forecasts net profit attributable to the parent company of RMB 90 million, RMB 100 million, and RMB 114 million for 2024-2026, respectively [5] - The company's PE ratio for 2024 is estimated at 22x [5] - The report expects the company's long-term competitiveness to improve through continuous investment in brand building and product innovation [4] Financial Projections - Revenue is projected to be RMB 1.383 billion, RMB 1.517 billion, and RMB 1.679 billion for 2024-2026, respectively [6] - EPS is forecasted to be RMB 0.97, RMB 1.07, and RMB 1.22 for 2024-2026, respectively [6] - ROE is expected to be 15.6%, 17.1%, and 19.1% for 2024-2026, respectively [6]

证券代码：603908 证券简称：牧高笛 公告编号：2024-062 牧高笛户外用品股份有限公司 关于2024年前三季度主要经营数据的公告 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个别及连带责任。 牧高笛户外用品股份有限公司（以下简称"公司"）根据上海证券交易所《上 市公司行业信息披露指引第十二号-服装》的相关规定，现将公司品牌运营业务 2024年1-9月主要经营数据（未经审计）公告如下： | 2023年末数量 | 报告期末数量 | 报告期内新开 | 报告期内关闭 | 品牌 | 门店类型 | （家） | （家） | （家） | （家） | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | 直营 | 1 | 0 | 0 | 1 | 大牧 | | | | | | 小计 | 1 | 0 | 0 | 1 | | | | | | | 直营 | 18 | 10 | 0 | 8 | | | | | | | 小牧 | 加盟 | 190 | 209 | 28 | 9 | ...

Revenue and Profit Performance - Revenue for the third quarter was RMB 245.67 million, a decrease of 16.79% compared to the same period last year[2] - Net profit attributable to shareholders of the listed company for the third quarter was RMB 13.28 million, an increase of 2.06% year-on-year[2] - Net profit attributable to shareholders of the listed company after deducting non-recurring gains and losses for the third quarter was RMB -6.47 million, a decrease of 151.56% year-on-year[2] - Total revenue for the first three quarters of 2024 was RMB 1,080,303,106.61, a decrease of 6.5% compared to RMB 1,155,256,067.16 in the same period of 2023[16] - Net profit for the first three quarters of 2024 was RMB 92,425,137.44, a decrease of 16.0% compared to RMB 110,021,354.27 in the same period of 2023[17] - Basic earnings per share for the first three quarters of 2024 were RMB 1.23, a decrease of 25.5% compared to RMB 1.65 in the same period of 2023[17] Assets and Liabilities - Total assets as of the end of the reporting period were RMB 1.13 billion, a decrease of 9.94% compared to the end of the previous year[4] - Equity attributable to shareholders of the listed company as of the end of the reporting period was RMB 576.63 million, an increase of 1.65% compared to the end of the previous year[4] - The total monetary funds as of September 30, 2024, are RMB 156,109,369.70, compared to RMB 167,305,986.61 as of December 31, 2023[12] - The total accounts receivable as of September 30, 2024, are RMB 153,054,568.50, compared to RMB 143,156,365.17 as of December 31, 2023[12] - The total inventory as of September 30, 2024, is RMB 528,445,907.77, compared to RMB 595,452,251.06 as of December 31, 2023[12] - The total current assets as of September 30, 2024, are RMB 910,682,974.55, compared to RMB 1,016,343,080.12 as of December 31, 2023[12] - The total non-current assets as of September 30, 2024, are RMB 217,053,664.61, compared to RMB 235,817,135.38 as of December 31, 2023[13] - The total assets as of September 30, 2024, are RMB 1,127,736,639.16, compared to RMB 1,252,160,215.50 as of December 31, 2023[13] - The total short-term borrowings as of September 30, 2024, are RMB 82,489,822.06, compared to RMB 185,230,733.73 as of December 31, 2023[13] - Total liabilities as of the end of Q3 2024 were RMB 551,103,715.85, a decrease of 19.5% compared to RMB 684,914,330.74 at the end of Q3 2023[14] - Total equity attributable to the parent company as of the end of Q3 2024 was RMB 576,632,923.31, an increase of 1.7% compared to RMB 567,245,884.76 at the end of Q3 2023[14] - Total assets as of the end of Q3 2024 were RMB 1,127,736,639.16, a decrease of 9.9% compared to RMB 1,252,160,215.50 at the end of Q3 2023[14] Cash Flow - Cash flow from operating activities for the period from the beginning of the year to the end of the reporting period was RMB 163.73 million, a decrease of 33.13% year-on-year, mainly due to a decline in revenue and increased payment for goods[8] - Sales revenue from goods and services received in cash for the first three quarters of 2024 was 1,088,087,983.33, compared to 1,176,862,345.89 in the same period of 2023[19] - Net cash flow from operating activities for the first three quarters of 2024 was 163,726,444.27, down from 244,833,757.88 in the same period of 2023[19] - Cash received from tax refunds in the first three quarters of 2024 was 27,765,764.72, up from 23,824,839.31 in the same period of 2023[19] - Cash received from other operating activities in the first three quarters of 2024 was 49,601,040.38, significantly higher than 17,205,212.73 in the same period of 2023[19] - Cash paid for goods and services in the first three quarters of 2024 was 700,395,258.31, compared to 682,035,430.74 in the same period of 2023[19] - Net cash flow from investing activities for the first three quarters of 2024 was 64,901,393.90, down from 71,254,121.78 in the same period of 2023[20] - Cash received from borrowing in the first three quarters of 2024 was 445,108,208.39, compared to 723,370,122.05 in the same period of 2023[20] - Net cash flow from financing activities for the first three quarters of 2024 was -214,982,039.00, an improvement from -273,374,218.40 in the same period of 2023[20] - The net increase in cash and cash equivalents for the first three quarters of 2024 was 11,228,129.88, down from 45,267,584.39 in the same period of 2023[20] - The ending balance of cash and cash equivalents as of the end of the third quarter of 2024 was 148,322,702.48, compared to 150,454,722.73 in the same period of 2023[20] Shareholder Information - The total number of ordinary shareholders at the end of the reporting period is 12,601[9] - Ningbo Damu Enterprise Management Consulting Co., Ltd. holds 47,092,574 shares, accounting for 50.44% of the total shares[9] - Zhejiang Jiatuo Investment Management Co., Ltd. holds 9,336,740 shares, accounting for 10.00% of the total shares[9] Expenses and Investments - The decrease in net profit after deducting non-recurring gains and losses was mainly due to a decline in revenue and increased investment in product, brand, channel, operational, and organizational capabilities[7] - Total operating costs for the first three quarters of 2024 were RMB 974,240,740.05, a decrease of 3.6% compared to RMB 1,010,904,149.94 in the same period of 2023[16] - R&D expenses for the first three quarters of 2024 were RMB 24,214,737.31, an increase of 34.6% compared to RMB 17,984,702.44 in the same period of 2023[16] - Sales expenses for the first three quarters of 2024 were RMB 87,150,135.32, a decrease of 3.6% compared to RMB 90,371,470.04 in the same period of 2023[16] Government Subsidies and Other Income - Government subsidies received during the reporting period amounted to RMB 25.97 million[5] - Other comprehensive income for the first three quarters of 2024 was a loss of RMB 4,880,941.25, primarily due to foreign currency translation differences[17]