证券代码：002154 证券简称：报喜鸟 公告编号：2024-020 报喜鸟控股股份有限公司 2023 年度权益分派实施公告 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。 报喜鸟控股股份有限公司（以下简称"报喜鸟"或"公司"）2023 年度权益分派 方案已获 2024 年 5 月 7 日召开的公司 2023 年度股东大会审议通过，现将权益 分派事宜公告如下： 一、股东大会审议通过权益分派方案情况 1、2024 年 5 月 7 日，公司 2023 年度股东大会审议通过了《关于公司 2023 年度利润分配预案》：同意公司以 2023 年 12 月 31 日的总股本 1,459,333,729 股 为基数，向全体股东每 10 股派发现金红利人民币 2.5 元（含税），不送红股、不 进行公积金转增股本。若在分配方案实施前公司总股本发生变化，公司将以 2023 年度权益分派方案实施的股权登记日当天的总股本为基数，分红总额不变仍为 364,833,432.25 元，剩余未分配利润 493,251,915.55 元结转下一年度。 四、权益分派对象 本次分派对象为：截止 2 ...

国浩律师（上海）事务所 法律意见书 国浩律师（上海）事务所 关于报喜鸟控股股份有限公司 本法律意见书依据国家有关法律、法规的规定而出具。 本所律师同意将本法律意见书作为公司本次股东大会的必备文件公告，并依 法对本所出具的法律意见承担责任。 本所律师已经对与出具法律意见书有关的所有文件材料及证言进行审查判 断，并据此出具法律意见如下： 一、本次股东大会的召集、召开程序 2023 年度股东大会的法律意见书 致：报喜鸟控股股份有限公司 报喜鸟控股股份有限公司（以下简称"公司"）2023 年度股东大会（以下简称 "本次股东大会"）现场会议定于 2024 年 5 月 7 日下午 14：00 在浙江永嘉瓯北镇 双塔路 2299 号报喜鸟研发大楼四楼会议室召开，国浩律师（上海）事务所（以 下简称"本所"）接受公司的委托，指派本所律师出席会议，并依据《中华人民共 和国证券法》、《中华人民共和国公司法》、中国证券监督管理委员会《上市公 司股东大会规则》和《报喜鸟控股股份有限公司章程》（以下简称《公司章程》） 出具本法律意见书。 本所律师已经按照有关法律、法规的规定对本次股东大会召集、召开程序是 否合法及是否符合《公司章程》、股 ...

报喜鸟控股股份有限公司 2023年度股东大会决议公告 证券代码：002154 证券简称：报喜鸟 公告编号：2024-019 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。 特别提示： 1、本次股东大会无变更和否决提案的情形。 2、本次股东大会不涉及变更以往股东大会已通过的决议。 一、会议召开和出席情况 1、会议召开情况 （1）会议召集人：公司董事会。 （2）会议主持人：公司董事长兼总经理吴志泽先生 （3）会议召开的时间： 现场会议召开时间：2024年5月7日（星期二）下午14:00 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：2024 年5月7日9:15—9:25、9:30—11:30 和13:00—15:00；通过深圳证券交易所互联网 投票系统投票的时间：2024年5月7日9:15-15:00期间的任意时间。 （4）会议的召开方式：本次股东大会采用现场会议及网络投票相结合的方 式召开。 （5）现场会议地点：浙江省永嘉县瓯北镇双塔路2299号报喜鸟研发大楼四 楼会议室。 （6）会议的召集、召开与表决程序符合《公司法》、《深圳证券交易所股 票上市规 ...

Investment Rating - Maintain "Buy" rating [4] Core Views - The company's 24Q1 revenue reached 1.353 billion yuan, a year-on-year increase of 4.8%, while net profit attributable to the parent company was 250 million yuan, a year-on-year decrease of 2.1% [1] - The company's gross margin in 24Q1 was 67.8%, an increase of 1.7 percentage points year-on-year, while the net profit margin was 19.0%, a decrease of 1.1 percentage points year-on-year [6] - The company is optimistic about the development of its multi-brand matrix and is focusing on optimizing channel structure and improving store operation quality [6][7] - The company adheres to a multi-brand strategy, promoting the steady development of mature brands, rapid growth of emerging brands, and low-cost trial and error for new brands [12][14] Financial Performance - The company's 24Q1 non-GAAP net profit attributable to the parent company was 235 million yuan, a year-on-year increase of 6.9%, with non-recurring gains mainly from government subsidies of 19 million yuan [1] - The company's intangible assets were 2.2433 billion yuan, 2.3642 billion yuan, 2.1654 billion yuan, 1.9666 billion yuan, and 1.7678 billion yuan over the past five years [3] - The company's investment income was 128.8 million yuan, 217.1 million yuan, 179.6 million yuan, 175.1 million yuan, and 190.6 million yuan over the past five years [3] - The company's accounts receivable and notes receivable were 6.1869 billion yuan, 6.6108 billion yuan, 8.7554 billion yuan, 4.9664 billion yuan, and 10.4446 billion yuan over the past five years [5] - The company's operating costs were 16.0709 billion yuan, 18.5412 billion yuan, 20.9541 billion yuan, 23.3094 billion yuan, and 25.9896 billion yuan over the past five years [5] Strategic Initiatives - The company is advancing a large-store plan, upgrading terminal store images, and optimizing channel structure by closing underperforming stores [7] - The company is actively expanding high-quality franchisees and accelerating channel penetration to expand its channel scale [7] - The company is focusing on improving single-store performance, controlling online discounts, and optimizing inventory structure [7] Financial Forecasts - The company's revenue is expected to grow from 5.96812 billion yuan in 2024E to 7.56611 billion yuan in 2026E, with a compound annual growth rate of 12.31% [15] - The company's net profit attributable to the parent company is expected to grow from 821.23 million yuan in 2024E to 1.09555 billion yuan in 2026E, with a compound annual growth rate of 15.03% [15] - The company's EPS is expected to grow from 0.56 yuan in 2024E to 0.75 yuan in 2026E [15] - The company's P/E ratio is expected to decrease from 10.75 in 2024E to 8.06 in 2026E [15] Valuation Metrics - The company's P/B ratio is expected to decrease from 1.97 in 2024E to 1.67 in 2026E [15] - The company's EV/EBITDA ratio is expected to decrease from 5.31 in 2024E to 3.91 in 2026E [15]

Investment Rating - The report maintains a "Buy" rating for the company with a target price set above the current price of 6.05 CNY [12]. Core Insights - The company reported a Q1 2024 gross margin of 67.8%, an increase of 1.7 percentage points year-on-year, while the net profit margin was 19.0%, a decrease of 1.1 percentage points year-on-year [1]. - The company's revenue for Q1 2024 was 1.353 billion CNY, representing a year-on-year growth of 4.8%, while the net profit attributable to the parent company was 250 million CNY, a decrease of 2.1% [7]. - The company is focused on a multi-brand strategy, emphasizing the development of mature brands and the rapid growth of emerging brands, while maintaining a low-cost trial and error approach for new brands [8][9]. Financial Performance - The company’s operating costs for Q1 2024 were reported at 1.607 billion CNY, with sales, management, R&D, and financial expense ratios at 36.1%, 6.2%, 1.6%, and -0.8% respectively, showing year-on-year changes of +1.3, +0.2, -0.1, and -0.7 percentage points [1]. - The forecast for net profit attributable to the parent company for 2024-2026 is 821.23 million CNY, 952.40 million CNY, and 1.09555 billion CNY respectively, with corresponding EPS of 0.56 CNY, 0.65 CNY, and 0.75 CNY [10][11]. Strategic Initiatives - The company is optimizing its channel structure by upgrading store images and closing underperforming stores to enhance overall store quality [2]. - The company is committed to enhancing product development, brand image, channel layout, and operational management efficiency to achieve high-quality and sustainable growth [10].

Investment Rating - The investment rating for the company is "Buy" [13][15][41] Core Views - The company has shown steady revenue growth of 4.8% in Q1 2024, reaching 1.35 billion yuan, despite a high base effect. The net profit attributable to the parent company decreased by 2.1% to 250 million yuan, while the non-recurring net profit increased by 6.9% to 235 million yuan. The gross margin improved by 1.7 percentage points to 67.8% [15][21] - The company maintains a healthy inventory level, with inventory turnover days remaining stable at 241 days and total inventory decreasing by 0.6% to 1.07 billion yuan [15][21] - The long-term growth outlook remains positive, with expected net profits of 810 million, 920 million, and 1.04 billion yuan for 2024, 2025, and 2026, respectively, reflecting year-on-year growth rates of 15.8%, 14.4%, and 12.5% [16][21] Summary by Sections Financial Performance - The company reported a total market capitalization of 8.099 billion yuan and a circulating market capitalization of 6.532 billion yuan. The closing price was 5.55 yuan, with a reasonable valuation range of 8.00 to 8.50 yuan [13][15] - The company’s revenue for 2024 is projected to be 5.8 billion yuan, with a year-on-year growth of 10.4% [23][37] Profitability Metrics - The net profit for 2024 is estimated at 808 million yuan, with a net profit margin of 17.0% [23][37] - The company’s earnings per share (EPS) for 2024 is projected to be 0.55 yuan, with a price-to-earnings (P/E) ratio of 10.0 [23][37] Market Position - The company is positioned in the mid-to-high-end menswear market, with a focus on brand expansion and maintaining a competitive edge through effective marketing strategies [15][21] - The brand "Haggis" has shown a strong store expansion momentum, with a net increase of 9.6% in stores to 457 by the end of 2023 [22][21]

Revenue and Profitability - Revenue for Q1 2024 reached ¥1,352,909,154.08, an increase of 4.84% compared to ¥1,290,475,906.50 in the same period last year[5] - Net profit attributable to shareholders decreased by 2.09% to ¥250,232,447.93 from ¥255,586,126.25 year-on-year[5] - Net profit excluding non-recurring gains and losses increased by 6.93% to ¥234,976,735.16 from ¥219,758,210.21 in the previous year[5] - Operating profit for the quarter was ¥321,533,195.61, slightly up from ¥320,757,163.73, indicating a stable performance[29] - Net profit before tax was ¥321,500,742.81, compared to ¥320,496,586.09 in the previous year, showing a marginal increase[29] - The company reported a net profit of ¥257,526,932.68 after tax, compared to ¥259,876,943.93 in the same quarter last year[29] - The net profit attributable to the parent company was approximately ¥250.23 million, a decrease from ¥255.59 million in the previous period, representing a decline of about 2.6%[31] - The total comprehensive income attributable to the parent company was approximately ¥250.23 million, compared to ¥255.59 million in the previous period, indicating a decrease of around 2.1%[31] - The company reported a basic and diluted earnings per share of ¥0.17, down from ¥0.18 in the previous period, indicating a decrease of approximately 5.6%[31] Cash Flow and Financial Health - Operating cash flow net amount dropped significantly by 88.29% to ¥17,524,605.83 from ¥149,651,136.62 year-on-year[5] - The net cash flow from operating activities was ¥17.52 million, significantly lower than ¥149.65 million in the previous period, reflecting a decline of approximately 88.3%[34] - Cash inflows from operating activities totaled ¥1.24 billion, an increase from ¥1.17 billion in the previous period, marking a growth of about 5.7%[34] - Cash outflows from operating activities increased to ¥1.22 billion, compared to ¥1.02 billion in the previous period, representing a rise of approximately 19.4%[34] - The net cash flow from investing activities was approximately ¥468.90 million, up from ¥132.09 million in the previous period, indicating a significant increase of about 254.5%[36] - The net cash flow from financing activities was approximately ¥78.22 million, a turnaround from a negative cash flow of ¥2.67 million in the previous period[36] - The cash and cash equivalents at the end of the period reached approximately ¥2.36 billion, compared to ¥1.67 billion at the end of the previous period, reflecting an increase of about 41.5%[36] Assets and Liabilities - Total assets at the end of the reporting period were ¥7,034,198,062.15, a slight decrease of 0.30% from ¥7,055,130,923.81 at the end of the previous year[5] - Total current assets amount to 4,579,166,591.66 RMB, slightly up from 4,559,113,104.71 RMB at the beginning of the period[23] - Total liabilities decreased to ¥2,306,209,576.34 from ¥2,584,800,826.33, indicating improved financial health[25] - The total equity increased to ¥4,727,988,485.81 from ¥4,470,330,097.48, reflecting a growth of 5.8%[25] - The company maintained a stable long-term debt level at ¥47,427,622.87, unchanged from the previous period[25] Shareholder Information - Total number of common shareholders at the end of the reporting period is 48,891[12] - Major shareholder Wu Zhize holds 25.20% of shares, totaling 367,777,954 shares[12] - Major shareholder Wu Tingting holds 12.72% of shares, totaling 185,564,542 shares[12] - The company has a significant number of pledged shares, with Wu Zhize pledging 86,750,000 shares and Wu Tingting pledging 97,850,000 shares[12] - The company has not reported any changes in major shareholders or their relationships during the reporting period[17] Expenses - Total operating costs amounted to ¥1,030,618,369.04, up from ¥996,570,336.19, reflecting a year-over-year increase of 3.4%[29] - Research and development expenses totaled ¥21,578,618.85, a decrease from ¥22,000,890.90, indicating a focus on cost management[29] - Sales expenses increased to ¥489,485,222.59 from ¥449,436,103.83, reflecting a rise of 8.9% year-over-year[29] Government Subsidies and Investment Income - The company received government subsidies amounting to ¥19,301,042.91, a decrease of 59.55% compared to ¥47,713,527.64 in the same period last year[11] - Investment income fell by 81.73% to ¥1,364,358.07 from ¥7,469,074.83 year-on-year due to fewer project exits[11] - The total cash inflow from investment activities was approximately ¥571.19 million, compared to ¥229.05 million in the previous period, representing an increase of about 149.0%[34] - The company’s financial expenses increased by 534.41% to -¥10,593,351.82, primarily due to increased interest income from bank deposits[11]

Shareholder Information - The total number of common shareholders at the end of the reporting period is 48,891, with the largest shareholder, Wu Zhize, holding 25.20% of shares[7]. Financial Position - The company's cash and cash equivalents increased to approximately ¥2.46 billion from ¥1.89 billion at the beginning of the period, representing a growth of 30%[10]. - The total current assets amounted to approximately ¥4.58 billion, slightly up from ¥4.56 billion at the beginning of the period[10]. - The company's long-term equity investments increased to approximately ¥245.90 million from ¥233.69 million, reflecting a growth of 5.2%[10]. - The total assets of the company decreased slightly to approximately ¥7.03 billion from ¥7.06 billion[10]. - The inventory decreased to approximately ¥1.07 billion from ¥1.15 billion, indicating a reduction of about 7.5%[10]. - The company reported a total of 16 million in trading financial assets, down from approximately ¥570 million, indicating a significant decrease[10]. - The company maintains a strong liquidity position with current assets exceeding current liabilities[10]. - The total assets at the end of the period were ¥7,034,198,062.15, a slight decrease of 0.30% from ¥7,055,130,923.81 at the end of the previous year[50]. - Total liabilities decreased from ¥2,584.80 million to ¥2,306.21 million, reflecting a reduction of approximately 10.7%[57]. - The total current liabilities decreased from ¥2,476.67 million to ¥2,201.73 million, a reduction of approximately 11.1%[57]. - The total owner's equity increased from ¥4,470.33 million to ¥4,727.99 million, showing a growth of about 5.8%[57]. - The company's retained earnings increased from ¥1,762.02 million to ¥2,012.25 million, representing a growth of about 14.2%[57]. Cash Flow - The net cash flow from operating activities decreased by 88.29% to ¥17,524,605.83 compared to ¥149,651,136.62 in the previous year[36]. - Cash inflow from investment activities increased by 149.37% to ¥571,187,465.27 from ¥229,052,935.44 year-on-year[36]. - The net cash flow from investment activities surged by 254.99% to ¥468,903,925.21 compared to ¥132,088,390.48 in the previous year[36]. - Cash inflow from financing activities rose by 61.66% to ¥248,959,262.67 from ¥154,000,000.00 year-on-year[36]. - The net cash flow from financing activities increased significantly by 3035.07% to ¥78,222,294.83 compared to -¥2,665,089.68 in the previous year[36]. - The total cash and cash equivalents increased by 102.40% to ¥564,613,071.62 from ¥278,962,113.43 year-on-year[36]. - The company recovered cash from investments amounting to ¥569,992,000.00, a 173.26% increase from ¥208,589,151.64 in the previous year[36]. - The operating cash flow net amount was ¥17,524,605.83, down 88.29% from ¥149,651,136.62 in the previous year[50]. - Cash flow from operating activities for the current period is approximately ¥1,171.83 million, compared to ¥1,079.93 million in the previous period, marking an increase of about 8.5%[59]. - The cash flow from customer deposits and interbank placements showed no significant increase during the reporting period[59]. Profitability - Total operating revenue for the current period reached ¥1,352,909,154.08, an increase of 4.84% compared to ¥1,290,475,906.50 in the same period last year[50]. - Net profit attributable to shareholders of the listed company was ¥250,232,447.93, a decrease of 2.09% from ¥255,586,126.25 in the previous year[50]. - Net profit attributable to shareholders after deducting non-recurring gains and losses was ¥234,976,735.16, an increase of 6.93% from ¥219,758,210.21 in the same period last year[50]. - The company's total comprehensive income for the current period is approximately ¥257.53 million, slightly lower than ¥259.88 million from the previous period[59]. - The net profit for the current period is approximately ¥257.53 million, a slight decrease from ¥259.88 million in the previous period, representing a decline of about 0.9%[59]. - The net profit attributable to the parent company is approximately ¥250.23 million, down from ¥255.59 million, indicating a decrease of around 2.1%[59]. - The weighted average return on net assets was 5.60%, down from 6.29% in the previous year[50]. - The diluted earnings per share for the current period is ¥0.17, unchanged from the previous period[59]. Expenses - Financial expenses increased by 534.41% to -¥10,593,351.82 from -¥1,669,788.69 year-on-year due to increased interest income from bank deposits[36]. - Other income decreased by 59.55% to ¥19,301,042.91 from ¥47,713,527.64 year-on-year due to reduced government subsidies[36]. - Research and development expenses for the current period were ¥21,578,618.85, slightly down from ¥22,000,890.90 in the previous year[50]. Assurance and Reporting - The board of directors assures that the financial report is true, accurate, and complete, with no significant omissions or misleading statements[2]. - The company has not reported any non-recurring gains or losses during the period[19].

买入（维持） 报喜鸟（002154） | --- | --- | --- | --- | --- | --- | |------------------------------|--------|--------|--------|--------|----------| | 盈利预测与估值 [Table_EPS] | 2022A | 2023A | 2024E | 2025E | 2026E | | 营业总收入（百万元） | 4,313 | 5,254 | 5,972 | 6,773 | 7,681 | | 同比（ % ） | (3.11) | 21.82 | 13.67 | 13.42 | 13.41 | | 归母净利润（百万元） | 458.77 | 697.85 | 805.88 | 929.43 | 1,069.26 | | 同比（ % ） | (1.20) | 52.11 | 15.48 | 15.33 | 15.04 | | EPS- 最新摊薄（元 / 股） | 0.31 | 0.48 | 0.55 | 0.64 | 0.73 | | P/E （现价 & 最新摊薄） | 17.65 | 11.6 ...

Investment Rating - The report assigns a rating of "Accumulate" to the company, with a target price of CNY 7.98, maintaining the same rating as the previous report [15]. Core Views - The company experienced a decline in net profit in Q1 2024, primarily due to delays in government subsidies, but it is expected to achieve stable growth throughout the year as it expands its multi-brand strategy [15]. - The company's gross profit margin reached a recent high of 67.8%, indicating strong performance in winter product sales [15]. - Despite a slowdown in revenue growth in Q1 2024, the company is anticipated to accelerate store openings in the second half of the year, contributing to overall growth [15]. Financial Summary - Revenue for 2023 is projected at CNY 5,254 million, with a growth rate of 22% compared to 2022 [15]. - The company's EBIT is expected to increase to CNY 1,002 million in 2024, reflecting a 12% growth [15]. - Net profit attributable to shareholders is forecasted to reach CNY 698 million in 2024, a 14% increase from 2023 [15]. - The report highlights a significant improvement in profitability metrics, with a net profit margin of 13.3% expected in 2024 [15]. Operational Metrics - The company maintains a healthy inventory level, with a balance of CNY 1,070 million as of Q1 2024, down 7% from the beginning of the year [15]. - The report notes an increase in operational efficiency, with inventory turnover days improving from 267.8 days to 226.6 days [15]. - The company’s return on equity (ROE) is projected to rise to 16.9% in 2024, indicating enhanced profitability [15].