深圳拓邦股份有限公司 2024 年员工持股计划管理办法 第一章 总则 第二条 员工持股计划的目的 公司依据《公司法》《证券法》《指导意见》《主板上市公司规范运作》等 有关法律、法规、规范性文件和《公司章程》的规定，制定了本员工持股计划草 案。 公司拟实施本员工持股计划的目的在于建立和完善员工、股东的利益共享机 制，改善公司治理水平，提高职工的凝聚力和公司竞争力，调动员工的积极性和 创造性，促进公司长期、持续、健康发展。 第三条 员工持股计划的基本原则 （一）依法合规原则 公司实施员工持股计划，严格按照法律、行政法规的规定履行程序，真实、 1 准确、完整、及时地实施信息披露。任何人不得利用员工持股计划进行内幕交易、 操纵证券市场等证券欺诈行为。 （二）自愿参与原则 第一条 为规范深圳拓邦股份有限公司（以下简称"拓邦股份"或"公司"）2024 年员工持股计划（以下简称"员工持股计划"）的实施，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》"）《中国证监会关于上市公司实施员工持股计划试点的指导意见》（以下 简称"《指导意见》"）《深圳证券交易所上市公司自律监 ...

Investment Rating - The investment rating for the company is "Buy" (maintained) [1] Core Views - The company has shown significant growth in overseas revenue and rapid improvement in profitability, with total revenue for the first three quarters of 2024 reaching 7.7 billion yuan, a year-on-year increase of 21.04%, and net profit attributable to the parent company at 552 million yuan, up 46.71% year-on-year [1] - The recovery in the controller industry has led to a steady increase in the company's market share, with all four major segments (tools, home appliances, new energy, and industrial) achieving year-on-year revenue growth [1] - The company is actively advancing its overseas strategy, with overseas revenue share increasing from approximately 16% last year to about 21% this year, indicating initial success in its international expansion efforts [1] Financial Performance Summary - For 2023, the company is projected to achieve total revenue of 8.992 billion yuan, with a year-on-year growth of 1.3%, and a net profit of 516 million yuan, down 11.6% year-on-year [4][7] - The company expects revenue to grow to 10.343 billion yuan in 2024, representing a 15% increase, with net profit forecasted at 722 million yuan, a 40% increase [4][7] - The gross margin is expected to remain stable around 22.3% to 22.4% over the next few years, with net profit margin improving from 5.7% in 2023 to 7% in 2024 [4][7] Earnings Per Share (EPS) Forecast - The EPS is projected to be 0.41 yuan for 2023, increasing to 0.58 yuan in 2024, 0.74 yuan in 2025, and reaching 0.91 yuan in 2026 [4][7] Valuation Metrics - The current price-to-earnings (P/E) ratios for 2024, 2025, and 2026 are projected to be 20.86X, 16.42X, and 13.33X respectively, indicating a favorable valuation outlook [1][4][7]

深圳拓邦股份有限公司 2024 年第一次临时股东大会决议公告 证券代码：002139 证券简称：拓邦股份 公告编号：2024058 特别提示： 1.本次股东大会没有出现否决、修改、新增议案的情形； 2.本次股东大会不涉及变更前次股东大会决议。 一、会议召开情况 1、召开时间 （1）现场会议时间：2024 年 11 月 4 日（星期一）下午 2:30。 （2）网络投票时间：通过深圳证券交易所交易系统进行网络投票的时间为 2024 年 11 月 4 日上午 9:15-9:25、9:30-11:30，下午 13:00-15:00；通过深圳证券 交易所互联网投票系统投票的具体时间为 2024 年 11 月 4 日 9:15 至 15:00 的任 意时间。 2、现场会议召开地点：深圳市宝安区石岩街道科技二路拓邦工业园公司会 议室。 3、会议召开方式：本次股东大会采取现场投票、网络投票相结合的方式。 深圳拓邦股份有限公司 2024 年第一次临时股东大会决议公告 本公司及董事会全体成员保证信息披露的内容真实、准确、完整，没有虚 假记载、误导性陈述或重大遗漏。 4、召集人：深圳拓邦股份有限公司董事会。 5、主持人：本次会议由 ...

北京市中伦（深圳）律师事务所 关于深圳拓邦股份有限公司 2024 年第一次临时股东大会的 法律意见书 二〇二四年十一月 北京市中伦（深圳）律师事务所 关于深圳拓邦股份有限公司 2024 年第一次临时股东大会的 法律意见书 致：深圳拓邦股份有限公司（贵公司） 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》"）、中国证券监督管理委员会《上市公司 股东大会规则》（以下简称"《股东大会规则》"）以及《深圳拓邦股份有限公 司章程》（以下简称"《公司章程》"）的有关规定，北京市中伦（深圳）律师 事务所（以下简称"本所"）接受贵公司的委托，指派律师出席贵公司 2024 年 第一次临时股东大会（以下简称"本次股东大会"），对本次股东大会召集与召 开的程序、出席会议人员资格、召集人的资格、表决程序和表决结果等重要事项 的合法性进行现场见证，并依法出具法律意见书。 本所律师得到贵公司的如下保证：贵公司已经提供和披露了本所律师认为为 出具本法律意见书必需的文件和全部事实情况，贵公司所提供的全部文件和说明 （包括书面及口头）均是真实的、准确的、完整的，所提供的文件副本或复印件 ...

Investment Rating - The report upgrades the investment rating to "Buy" for the company [2][5]. Core Insights - The company reported a revenue of 7.7 billion yuan for the first three quarters of 2024, representing a year-on-year increase of 21.04%, with a net profit of 552 million yuan, up 46.71% year-on-year [2][3]. - The revenue growth rate has been consistently increasing quarter-on-quarter, with Q3 showing a 27.49% year-on-year increase [3]. - The company is benefiting from the recovery in the controller industry, with all four major segments (tools, home appliances, new energy, and industrial) showing revenue growth [3]. - The company is expanding its international operations, with significant growth in production capacity in overseas bases such as Vietnam and India [3]. - The gross margin and net margin for the first three quarters of 2024 were 23.71% and 7.18%, respectively, both showing improvements year-on-year [4]. - The company is expected to achieve net profits of 722 million yuan, 924 million yuan, and 1.124 billion yuan for 2024, 2025, and 2026, respectively, with corresponding PE ratios of 19, 15, and 12 [5]. Financial Summary - For 2023, the company is projected to have a revenue of 8.992 billion yuan, with a growth rate of 1.32% [8]. - The EBITDA for 2024 is estimated at 1.042 billion yuan, with a net profit of 722 million yuan, reflecting a growth rate of 40% [8][10]. - The company’s earnings per share (EPS) is expected to increase from 0.41 yuan in 2023 to 0.58 yuan in 2024 [10].

公司于 2024 年 2 月 5 日召开第八届董事会第七次（临时）会议审议通过了 《关于<变更回购公司股份方案中回购资金总额>的议案》，将第八届董事会第六 次（临时）会议审议通过的《关于回购公司股份方案的议案》中，并且正在实施 的回购股份方案的资金总额由"不低于人民币 3,000 万元且不超过人民币 5,000 万元"增加至"不低于人民币 8,000 万元且不超过 15,000 万元"，回购股份方案 中的回购方式、实施期限、回购价格等其余条款维持不变。具体内容详见公司刊 登在《证券时报》和巨潮资讯网（http://www.cninfo.com.cn）的相关公告。 根据《上市公司股份回购规则》、《深圳证券交易所上市公司自律监管指引第 9 号——回购股份》等相关规定，公司在回购期间应当在每个月的前 3 个交易日 内公告截至上月末的回购进展情况。现将公司回购股份进展情况公告如下： 二、回购股份进展情况 证券代码：002139 证券简称：拓邦股份 公告编号：2024057 深圳拓邦股份有限公司 关于回购股份进展情况的公告 本公司及董事会全体成员保证信息披露内容的真实、准确和完整，没有虚 假记载、误导性陈述或重大遗漏。 ...

Investment Rating - The investment rating for the company is "Buy" and is maintained [8]. Core Views - The controller industry is recovering, leading to a revenue growth of 21% year-on-year for the first three quarters of 2024, with a strong order backlog. The company is actively advancing its overseas strategy to enhance international operations and expand market share [5][7]. - The company has seen significant growth in overseas production capacity, particularly in established bases in Vietnam and India, and new bases in Mexico and Romania, which have begun mass production. This has resulted in a notable increase in overseas revenue [5][6][7]. - The company is investing in research and development for energy storage, charging, and robotics, maintaining its focus on new and strategic business areas, which is contributing to revenue recovery and improved profitability [5][6][7]. Summary by Sections Financial Performance - For the first three quarters of 2024, the company achieved revenue of 7.7 billion yuan, a year-on-year increase of 21%. The net profit attributable to shareholders was 552 million yuan, up 46.7% year-on-year, and the net profit excluding non-recurring items was 539 million yuan, an increase of 42.1% [3][5]. - In Q3 2024, the company reported revenue of 2.684 billion yuan, a year-on-year increase of 27.5%, with a net profit of 163 million yuan, up 38.1% year-on-year [3][5]. Profitability and Cost Control - The gross margin for the first three quarters of 2024 was 23.71%, an increase of 1.61 percentage points year-on-year. The Q3 gross margin was 23.36%, up 0.21 percentage points year-on-year, attributed to improved customer concentration and a higher proportion of high-value products [6]. - The net profit margin for Q3 was 6.1%, an increase of 0.5 percentage points year-on-year, with overall expense control showing good results [6]. Overseas Expansion - The revenue from overseas bases in Vietnam, India, Mexico, and Romania reached 1.011 billion yuan in the first half of 2024, a year-on-year increase of 72.65%. The share of overseas revenue in total revenue rose to 20.16% [6][7]. - The company’s proactive multi-regional layout has led to rapid capacity ramp-up in overseas production, with limited negative impact from tariff policies based on historical experience [6]. Future Outlook - The company forecasts net profits attributable to shareholders for 2024-2026 to be 722 million yuan, 924 million yuan, and 1.112 billion yuan, representing year-on-year growth rates of 40%, 28%, and 20%, respectively. The corresponding price-to-earnings ratios are projected to be 20, 15, and 13 times [7].

Company and Industry Summary Company Overview - The meeting was hosted by the company and HSBC, structured into three segments: an opening statement, a company presentation, and an interactive Q&A session [1] Industry Insights - The speaker emphasized that the upcoming three years will be characterized as a "technology bull market," driven by three key considerations [2] - The smart controller industry is expected to see significant market expansion, akin to the industrial revolution's impact on iron usage [3] Financial Performance - The company reported a recovery in the controller industry, with revenue growth and an increase in gross margin compared to the previous year [5][6] - For the first nine months, the economic level was approximately 7%, up from 6% in the same period last year, indicating a 1% improvement [6] - The company has achieved four consecutive quarters of stable growth across various segments, including home appliances and tools [7] Gross Margin and Product Strategy - The gross margin showed slight fluctuations, with the tools segment contributing the highest margin, followed by home appliances and the renewable energy sector [9] - The increase in gross margin is attributed to a higher proportion of new and high-margin products, cost reduction efforts, and favorable foreign exchange conditions [9] Customer and Market Strategy - The company is focusing on expanding its customer base while maintaining stable relationships with existing major clients [10] - Strategies to gain market share include competitive pricing, high-quality standards, and timely delivery [10] - The company is also exploring new business areas and developing proprietary brands to enhance its market presence [10] Segment-Specific Growth - The home appliance segment is expected to maintain steady growth, driven by industry expansion and the introduction of new products [11] - The company is optimistic about opportunities in the power supply sector, which is considered a critical area for future growth [12] Robotics and Innovation - The company is making progress in its motor business related to robotics, particularly in the development of hollow rotor motors [13] - Significant revenue growth was noted in laser radar applications within the automotive sector [13] Overseas Operations - As of the first nine months, overseas production accounted for approximately 20% of total output, up from 15% the previous year [15] - The company is monitoring geopolitical uncertainties that may affect its overseas strategy and production capacity [15] Conclusion - The meeting concluded with a summary of the company's overall situation, highlighting the positive outlook for growth and strategic initiatives moving forward [16]

Group 1: Company Performance Overview - The company achieved a revenue of 7.7 billion CNY in the first nine months of 2024, representing a year-on-year growth of 21.04% [3] - The net profit attributable to shareholders reached 552 million CNY, with a year-on-year increase of 46.71% [3] - The non-recurring net profit was 539 million CNY, up 42.12% year-on-year [3] Group 2: Business Segments and Growth Strategies - The company has four main business segments: tools, home appliances, new energy, and industrial, all of which experienced revenue growth [3] - The new energy segment is expected to become a significant growth driver, with increasing demand for lithium battery products and related applications [3] - The company is focusing on expanding its international operations, with overseas production bases in Vietnam and India achieving significant output growth [2][6] Group 3: Market Expansion and International Strategy - The overseas production value accounted for approximately 21% of total output in the first nine months of 2024, up from 16% in the previous year [2][6] - The company is actively pursuing a "manufacturing overseas" strategy to capture market opportunities amid global supply chain restructuring [6][7] - The company aims to enhance its market presence and build a truly international enterprise by leveraging its competitive strengths in component supply [7] Group 4: Future Outlook and Industry Trends - The company anticipates sustainable growth over the next 3-5 years, driven by existing business layouts and industry recovery [3] - The shift from price competition to technology upgrades in the energy storage market is expected to create significant opportunities [5] - The company is committed to increasing its share of self-controlled products and developing its own brand to drive future growth [7]

Investment Rating - The investment rating for the company is "Buy" with a target price not specified, maintained for the next six months [2][5]. Core Views - The company has shown significant growth in revenue and profit, with a year-on-year revenue increase of 21.04% and a net profit increase of 46.71% for the first three quarters of 2024 [2][3]. - The recovery in the controller industry is evident, with all major segments (tools, home appliances, new energy, and industrial) experiencing revenue growth [3]. - The company is actively pursuing an overseas expansion strategy, enhancing its international operations and market share [3][4]. - Profitability is improving, with a gross margin of 23.71% for the first three quarters, up 1.61 percentage points year-on-year [4]. - The company is expected to maintain long-term growth due to ongoing product launches and increased market penetration [5]. Financial Data Summary - For the first three quarters of 2024, the company achieved revenue of 77.00 billion yuan and a net profit of 5.52 billion yuan [2]. - The gross margin for Q3 was 23.36%, reflecting a year-on-year increase of 0.21 percentage points [4]. - The company’s net cash flow from operating activities for the first three quarters was 7.52 billion yuan, despite a year-on-year decrease of 24.96% [4]. - The projected net profit for 2024 is 7.23 billion yuan, with corresponding P/E ratios of 19, 15, and 12 for the years 2024 to 2026 [5][6].