| 第一章 总 则 2 | | | | | --- | --- | --- | --- | | 第二章 经营宗旨和范围 3 | | | | | 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 | | | 7 | | 第四节 购回公司股份的财务资助 | | | 8 | | 第五节 股票和股东名册 | | | 9 | | 第四章 股东和股东大会 11 | | | | | 第一节 股 东 | | | 11 | | 第二节 股东大会的一般规定 | | | 14 | | 第三节 股东大会的召集 | | | 17 | | 第四节 股东大会的提案与通知 | | | 18 | | 第五节 股东大会的召开 | | | 20 | | 第六节 股东大会的表决和决议 | | | 24 | | 第五章 董事会 29 | | | | | 第一节 事 | 董 | | 29 | | 第二节 董事会 | | | 31 | | 第六章 总裁及其他高级管理人员 38 | | | | | 第七章 监事会 40 | | | | | 第一节 事 | 监 ...

Financial Performance - The company's net profit attributable to shareholders is expected to be between 188,273.14 million and 203,334.99 million CNY, representing a year-on-year increase of 25.00% to 35.00%[3] - The net profit after deducting non-recurring gains and losses is projected to be between 193,359.80 million and 208,828.58 million CNY, also reflecting a year-on-year growth of 25.00% to 35.00%[3] - Basic earnings per share are anticipated to be between 1.5750 CNY and 1.7010 CNY, compared to 1.2600 CNY in the same period last year[3] - For Q3 2024, the net profit attributable to shareholders is expected to be between 68,896.36 million and 83,958.21 million CNY, indicating a year-on-year growth of 8.73% to 32.50%[4] - The net profit after deducting non-recurring gains and losses for Q3 2024 is projected to be between 72,680.61 million and 88,149.39 million CNY, with a year-on-year increase of 13.49% to 37.64%[4] Revenue Growth - The company anticipates a revenue growth exceeding 30% year-on-year for Q3 2024, driven by a recovery in the North American tools market[5] Currency Impact - The appreciation of the RMB against the USD has negatively impacted the company's investment income, but this effect is expected to diminish as the exchange rate stabilizes[5] Audit and Reporting - The company has not undergone a pre-audit by an accounting firm for this earnings forecast[5] - The specific financial data will be detailed in the company's Q3 2024 report[6] - The earnings forecast is based on preliminary calculations by the company's finance department[6]

Investment Rating - The report gives the company a "Buy" rating with a target price of 34.6 yuan per share, based on a 18x PE multiple for 2024 [1][2] Core Views - The company is a successful example of traditional Chinese manufacturing transitioning to overseas markets, evolving from an OEM to an OBM model with OBM revenue accounting for nearly 50% in 2023 [1] - The company has developed four key expansion tools: channel capabilities, R&D and supply chain management, M&A integration, and global layout [1] - The company is expected to benefit from the Federal Reserve's interest rate cuts, which will stimulate the US housing market and inventory replenishment cycles [1] - The company's net profit is forecasted to grow by 36.6%, 21.9%, and 25.2% from 2024 to 2026, reaching 2.3, 2.8, and 3.5 billion yuan respectively [1] Industry Overview - The global tool market is driven by home renovation investments in Europe and the US, with a stable long-term growth rate of 3-5% CAGR [16][17] - The DIY culture in Europe and the US, driven by high labor costs and historical factors, accounts for over 60% of hand tool demand [17][18] - The industry is characterized by low barriers in manufacturing but high barriers in branding and channels, with OBM and channel players capturing the highest value [20][21] Company Development - The company has transitioned from an OEM to an ODM and then to an OBM model, with significant M&A activities driving its OBM revenue to nearly 50% [12][28] - The company has established a global production layout with 55% of its production capacity located overseas, mitigating risks from US-China trade tensions [53][68] - The company's core competitiveness lies in its channel capabilities, R&D and supply chain management, M&A integration, and global layout [62][63] Financial Performance - The company's revenue and net profit have shown strong growth, with a CAGR of 14.5% and 15.2% respectively from 2010 to 2023 [14] - The company's net profit is expected to grow significantly from 2024 to 2026, driven by the Federal Reserve's interest rate cuts and inventory replenishment cycles [1][5] - The company's ROE has been steadily increasing, reaching 15.3% in 2023, indicating strong profitability [5] Future Outlook - The company is expected to benefit from the Federal Reserve's interest rate cuts, which will stimulate the US housing market and inventory replenishment cycles [1] - The company's OBM revenue is expected to continue growing, driven by further M&A activities and the expansion of product categories such as power tools [1][57] - The company's global production layout will be further strengthened, with new production bases in Southeast Asia expected to be operational by 2025 [69][70]

关于杭州巨星科技股份有限公司 致：杭州巨星科技股份有限公司 浙江京衡律师事务所（下称"本所"）接受杭州巨星科技股份有限公司（下 称"公司"）的委托，指派翁佳琪、王逸新律师（下称"本所律师"）出席了公 司 2024 年第二次临时股东大会（下称"本次股东大会"），对本次股东大会进 行见证并发表法律意见。 为出具本法律意见书，本所律师审查了公司本次股东大会的有关文件和材料。 本所律师得到公司如下保证：公司向本所提供的用于出具本法律意见书所必需的 原始书面材料、副本材料、电子文档或口头陈述真实、完整、有效，不存在虚假 陈述、重大遗漏或隐瞒，所有副本材料与复印件均与原件一致。 法律意见书 浙江京衡律师事务所 2024 年第二次临时股东大会的法律意见书 本法律意见书仅供本次股东大会之目的使用，未经本所书面同意，本法律意 见书不得用于其它任何目的。本所律师同意将本法律意见书作为本次股东大会所 必备的法律文件进行公告，并愿意承担相应的法律责任。 本所律师依据《中华人民共和国公司法》（下称"《公司法》"）、《上市 公司股东大会规则》等法律、法规、规范性文件及《公司章程》的有关规定，按 照律师行业公认的业务标准、道德规范及勤勉尽 ...

证券代码：002444 证券简称：巨星科技 公告编号：2024-042 杭州巨星科技股份有限公司 2024 年第二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。 特别提示： 1、本次股东大会无增加、变更、否决议案的情况； 2、本次股东大会未涉及变更前次股东大会决议的情况。 2、主持人：董事长仇建平先生 3、表决方式：采取现场书面记名投票和网络投票相结合方式 4、会议召开时间： （1）现场会议召开时间：2024年9月18日（星期三）下午14：30 （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具体时间为：2024年9月18日 9：15—9：25，9：30—11：30，13：00—15：00； 一、会议召开和出席情况 1、召集人：公司董事会 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9月18日 9:15-15：00。 5、会议召开地点：浙江省杭州市上城区九环路35号公司八楼会议室 6、本次大会的召集、召开与表决程序符合《公司法》等法律法规及《公司 章程》的有关规定。 7、股东出席的总体情况： 通过现场和网络 ...

Investment Rating - The report maintains a "Recommended" rating for the company with a target price of 33 yuan [2][3]. Core Views - The company achieved significant revenue growth driven by inventory replenishment, with a 27.8% year-on-year increase in revenue to 6.7 billion yuan and a 36.8% increase in net profit to 1.19 billion yuan in the first half of 2024 [2][3]. - The recovery in orders and revenue is attributed to the end of inventory destocking by downstream retailers in Europe and the US, along with the introduction of new products [3]. - The company is positioned as a global leader in hand tools, with expectations for a prosperous cycle in the tool industry due to recovery in housing turnover and retailer inventory replenishment [3]. Financial Summary - For the first half of 2024, the company reported revenue of 67.0 billion yuan, up 27.8% year-on-year, and a net profit of 11.9 billion yuan, up 36.8% year-on-year [2]. - In Q2 2024, revenue reached 33.9 billion yuan, reflecting a 26.2% year-on-year growth, with net profit at 7.8 billion yuan, a 36.9% increase [2][3]. - The gross margin improved to 32.7% in Q2 2024, up 2 percentage points year-on-year, driven by economies of scale and enhanced profitability from the Southeast Asia production base [3]. - The company expects net profits for 2024-2026 to be 2.15 billion, 2.71 billion, and 3.29 billion yuan, respectively, with corresponding P/E ratios of 16, 12, and 10 times [3][9].

Investment Rating - The investment rating for the company is "Accumulate" (maintained) [1] Core Views - The company has shown excellent performance in the first half of 2024, with a strong outlook for long-term stable development [1] - The company reported a revenue of 6.701 billion yuan for the first half of 2024, representing a year-on-year growth of 27.75% [1] - The net profit attributable to shareholders reached 1.194 billion yuan, up 36.81% year-on-year [1] - The company is accelerating the expansion of its overseas production capacity, enhancing its global competitiveness [1] - The end of inventory destocking in overseas markets indicates that product demand is about to recover [1] Financial Performance Summary - Revenue for 2023 was 10,930 million yuan, with projections of 13,806 million yuan for 2024, 15,916 million yuan for 2025, and 18,811 million yuan for 2026 [2] - The net profit attributable to the parent company for 2023 was 1,692 million yuan, expected to rise to 2,107 million yuan in 2024, 2,386 million yuan in 2025, and 2,853 million yuan in 2026 [2] - The gross margin for 2023 was 31.8%, projected to be 29.7% in 2024, 28.8% in 2025, and 28.7% in 2026 [2] - The earnings per share (EPS) for 2023 was 1.41 yuan, expected to increase to 1.75 yuan in 2024, 1.98 yuan in 2025, and 2.37 yuan in 2026 [2] Growth Potential - The company has established a global supply chain management system and maintains good relationships with thousands of suppliers, allowing for quick responses to market demands [1] - The company plans to continue adding manufacturing capacity in Southeast Asia, which is expected to enhance its global resource allocation capabilities [1] - The company has a diverse product range with over 30,000 SKUs, with nearly 40% of its products being non-hand tools, positioning it as a leading manufacturer in laser measuring instruments and tool storage [1]

Investment Rating - The report assigns an "Accumulate" rating for the company, marking its first coverage [1][3]. Core Views - The company has experienced rapid growth in performance due to the end of inventory destocking in downstream markets, leading to increased orders [3]. - In the first half of 2024, the company reported a revenue of 6.701 billion yuan, a year-on-year increase of 27.75%, and a net profit attributable to shareholders of 1.194 billion yuan, up 36.81% year-on-year [2][3]. - The company's profitability has improved, with a gross margin of 32.05% and a net profit margin of 17.82% in the first half of 2024, reflecting increases compared to the previous year [3]. Summary by Sections Financial Performance - In Q2 2024, the company achieved a revenue of 3.395 billion yuan, a year-on-year increase of 26.20% and a quarter-on-quarter increase of 2.69% [3]. - The net profit for Q2 2024 was 780 million yuan, showing a year-on-year increase of 36.87% and a quarter-on-quarter increase of 88.75% [3]. Market Data - As of August 30, 2024, the company's current stock price is 26.74 yuan, with a market capitalization of approximately 32.155 billion yuan [3]. - The company has shown strong performance relative to the CSI 300 index, with a 1-month return of 17.6%, a 3-month return of 4.3%, and a 12-month return of 37.4% [3]. Revenue Breakdown - The company's revenue from hand tools reached 4.546 billion yuan, up 29.95% year-on-year, while electric tools revenue was 475 million yuan, up 35.13% year-on-year [3]. - Revenue from the Americas increased significantly, reaching 4.381 billion yuan, a year-on-year growth of 41.83% [3]. Earnings Forecast - The company is expected to achieve revenues of 14.153 billion yuan, 17.410 billion yuan, and 20.901 billion yuan for the years 2024, 2025, and 2026, respectively, with year-on-year growth rates of 29%, 23%, and 20% [3][5]. - The forecasted net profit attributable to shareholders for the same years is 2.334 billion yuan, 2.735 billion yuan, and 3.307 billion yuan, with growth rates of 38%, 17%, and 21% [3][5].

Investment Rating - The investment rating for the company is "Accumulate" (maintained) [1] Core Views - The company has shown a significant performance improvement, with H1 2024 revenue reaching 6.7 billion yuan, a year-on-year increase of 27.8%, and net profit attributable to shareholders of 1.19 billion yuan, up 36.8%, exceeding the upper limit of the forecast [3][4] - The company is expected to benefit from a cyclical recovery in H2 2024, with anticipated increases in orders driven by improved economic conditions and potential interest rate cuts in the U.S. [4] Summary by Sections Financial Performance - In H1 2024, the company's revenue was 6.7 billion yuan, with Q2 revenue at 3.4 billion yuan, reflecting a year-on-year growth of 26.2% [3] - The company's gross margin improved to 32.7% in Q2, up 2.0 percentage points year-on-year, with a net profit margin of 23.0%, an increase of 1.8 percentage points [3] Business Segments - The hand tools segment generated 4.55 billion yuan in revenue, a 30.0% increase year-on-year, driven by an improved product matrix and market share [3] - The electric tools segment saw revenue of 480 million yuan, up 35.1% year-on-year, supported by the launch of new 20V lithium battery tools [3] - The industrial tools category achieved revenue of 1.63 billion yuan, a 19.7% increase, primarily due to economic recovery in Europe and expansion in Belt and Road regions [3] Market Dynamics - The U.S. remains the core growth market, accounting for 58.9% of revenue, with year-on-year growth of 41.8% [3] - The company expects to see a cyclical upturn in H2 2024, with potential demand recovery linked to U.S. housing market improvements [4] Future Projections - Revenue projections for 2024-2026 are 13.95 billion yuan, 17.30 billion yuan, and 20.20 billion yuan, respectively, with net profits expected to be 2.28 billion yuan, 2.61 billion yuan, and 3.07 billion yuan [4][5] - The corresponding price-to-earnings ratios are projected to be 14x, 12x, and 10x for the respective years [4]