北京市东城区建国门内大街 26 号新闻大厦 7 层、8 层 电话：010-88004488/66090088 传真：010-66090016 邮编：100005 北京国枫律师事务所 关于广东坚朗五金制品股份有限公司 2024 年年度股东会的 法律意见书 国枫律股字[2025]A0121 号 致：广东坚朗五金制品股份有限公司（贵公司） 北京国枫律师事务所（以下简称"本所"）接受贵公司的委托，指派律师出席并见 证贵公司2024年年度股东会（以下简称"本次会议"）。 本所律师根据《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》"）、《上市公司股东会规则》（以下简称 "《股东会规则》"）、《律师事务所从事证券法律业务管理办法》（以下简称"《证 券法律业务管理办法》"）、《律师事务所证券法律业务执业规则（试行）》（以下简 称"《证券法律业务执业规则》"）等相关法律、行政法规、规章、规范性文件及《广 东坚朗五金制品股份有限公司章程》（以下简称"《公司章程》"）的规定，就本次会 议的召集与召开程序、召集人资格、出席会议人员资格、会议表决程序及表决结果等事 宜，出具本法律意 ...

Group 1: Company Strategy and Market Focus - The company will continue to focus on the construction hardware sector, aiming to explore growth opportunities in various markets while maintaining its performance base [2] - The strategy for 2025 includes "stabilizing the market and adjusting the structure," with an emphasis on the "real estate + 1 + 1 + 1" approach to expand into new product lines and overseas markets [2] Group 2: Financial Performance - In 2024, the company achieved a net profit of approximately 89.98 million, a decrease of 72% year-on-year, with total revenue of 6.638 billion, down 14.9% [4] - The gross profit margin for 2024 was 31.65%, a decline of 0.57 percentage points compared to the previous year [5] Group 3: Overseas Market Development - In 2024, overseas revenue reached 884 million, representing a year-on-year growth of 14.72%, with overseas business accounting for over 13% of total revenue [4] - The company has established multiple sales subsidiaries and offices abroad, adopting a direct sales model to enhance its overseas market presence [4] Group 4: Product Line and Market Adaptation - The decline in product line performance is primarily linked to door and window products related to real estate, prompting the company to expand into home decoration and non-real estate projects [3] - New product categories launched in 2024, such as home ventilation products and aluminum composite panels, have seen over 15% growth [10] Group 5: Cost Control and Efficiency - The company is implementing measures to optimize production processes and enhance automation to reduce costs and improve efficiency [3][5] - Strategies for profit enhancement include refining business functions and adopting meticulous management practices [3] Group 6: Future Outlook - The company anticipates that the domestic construction industry will continue to recover, presenting new market opportunities driven by diverse demand [9] - The focus for 2025 will be on new market scenarios and further development of overseas business [9]

招商证券股份有限公司 关于广东坚朗五金制品股份有限公司 | 事项 | 存在的问题 | 采取的措施 | | --- | --- | --- | | 1.信息披露 | 无 | 不适用 | | 2.公司内部制度的建立和执行 | 无 | 不适用 | | 3.股东会、董事会运作 | 无 | 不适用 | | 4.控股股东及实际控制人变动 | 无 | 不适用 | | 5.募集资金存放及使用 | | 公司高度重视，积 极开展全面整改并 切实落实各项改进 | | | 2024 年 10 月 17 日，公司在募 集资金的使用过程中，由于操 | | | | 作人员的个人失误，误从公司 | | | | 一般户账户中将 50.00 万元转 | | | | 入公司本次募集资金专户中， | 措施，确保募集资 | | | 发现上述情况后，公司于 2024 | 金使用严格遵循法 | | | 年 10 月 17 日当晚，将上述款 | 律法规及相关规则 | | | | 的要求 | | | 项原路退回 | | | 6.关联交易 | 无 | 不适用 | | 7.对外担保 | 无 | 不适用 | | 8.购买、出售资产 | 无 | 不适用 | | 9. ...

Core Viewpoint - Guangdong Jianlang Hardware Products Co., Ltd. has announced its 2024 annual performance report and will hold an online performance briefing on April 11, 2025, to engage with investors and address their concerns [1][4]. Group 1: Company Announcement - The 2024 annual report has been approved by the board and supervisory committee and was disclosed on March 28, 2025 [1]. - The company aims to gather investor feedback and will open a question collection channel for the performance briefing [1]. Group 2: Event Details - The online performance briefing is scheduled for April 11, 2025, from 15:00 to 17:00, conducted via remote text communication [1]. - Key personnel attending the briefing include the Chairman and President, the Board Secretary, an Independent Director, the Chief Financial Officer, and the Sponsor Representative [2]. Group 3: Participation Information - Investors can participate by searching for "Yao Diao Yan" in the WeChat mini-program or by scanning a provided QR code [3].

广东坚朗五金制品股份有限公司（以下简称"公司"）《2024 年 年度报告》及摘要经第四届董事会第二十六次会议和第四届监事会第 二十一次会议审议通过后，已于 2025 年 3 月 28 日在巨潮资讯网 （www.cninfo.com.cn）披露。 为便于广大投资者进一步了解公司 2024 年年度经营情况，公司 定于 2025 年 4 月 11 日（星期五）下午 15:00 至 17:00 时在"约调 研"小程序举行 2024 年度网上业绩说明会。 为广泛听取投资者的意见和建议，现就公司 2024 年度业绩说明 会向投资者公开征集问题，提问通道自发出公告之日起开放。公司将 在 2024 年度业绩说明会上，对投资者普遍关注的问题进行回答。具 体安排如下： 一、召开时间与方式 公司 2024 年度业绩说明会定于 2025 年 4 月 11 日（星期五）下 午 15:00 至 17:00，以网络远程文字交流的形式进行。 证券代码：002791 证券简称：坚朗五金 公告编号：2025-021 广东坚朗五金制品股份有限公司 关于举行2024年度网上业绩说明会的公告 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 ...

Investment Rating - The investment rating for the company is "Buy" and is maintained [8]. Core Views - The company achieved an annual revenue of 6.6 billion yuan, a year-on-year decrease of 15%, with a net profit attributable to shareholders of 90 million yuan, down 72% year-on-year [2][4]. - The company is transitioning from an expansion phase to an optimization phase, focusing on strategic positioning as an integrated supplier of building components, while also exploring overseas market opportunities [6]. - The company operates a direct sales model in the home building materials industry, which is sensitive to external economic conditions, leading to revenue volatility [6]. Financial Performance - In Q4, the company reported revenue of 1.73 billion yuan, a year-on-year decline of 23%, with a net profit of approximately 60 million yuan, down 68% year-on-year [2][4]. - The company's gross margin for 2024 was approximately 31.7%, a slight decrease of 0.6 percentage points year-on-year, with the core product, door and window hardware, maintaining relative stability [12]. - The cash flow remained strong, with a net cash inflow of 390 million yuan for the year, reflecting good operational quality [12]. Market Dynamics - The company faced revenue pressure due to a 28% year-on-year decline in construction area, impacting various product categories [12]. - The company’s revenue from the Hong Kong, Macau, and Taiwan markets, as well as overseas, was approximately 880 million yuan, a year-on-year increase of 15%, with a higher gross margin compared to the domestic market [12]. - The company plans to maintain a cautious approach in selecting investment targets to mitigate risks associated with long-term equity investments, which are projected to be around 400 million yuan by the end of 2024 [6].

Investment Rating - The investment rating for the company is "Accumulate" [6] Core Views - The company reported a revenue of 6.638 billion yuan and a net profit attributable to shareholders of 90 million yuan for 2024, reflecting a year-on-year decline of 14.92% and 72.23% respectively. The fourth quarter alone saw a revenue of 1.727 billion yuan, with a net profit of 57 million yuan, marking a year-on-year decrease of 23.33% and 68.22% [1][6] - The construction industry remains in a deep adjustment phase, with demand being weak overall. However, public construction products, particularly point-supported glass curtain wall components, showed notable growth due to improved payment conditions from downstream enterprises [1] - The company is accelerating its overseas expansion, particularly in emerging markets related to the "Belt and Road" initiative, with overseas revenue reaching 884 million yuan in 2024, a year-on-year increase of 14.72%, accounting for 13.32% of total revenue [2] - The gross margin for the company was 31.7%, slightly down by 0.6 percentage points year-on-year, primarily due to rising raw material costs, while the net profit margin decreased to 1.8% [2] Summary by Sections Financial Performance - In 2024, the company achieved a revenue of 6.638 billion yuan, a decrease of 14.92% from the previous year. The net profit attributable to shareholders was 90 million yuan, down 72.23% year-on-year. The fourth quarter results showed a revenue of 1.727 billion yuan, with a net profit of 57 million yuan, reflecting a decline of 23.33% and 68.22% respectively [1][6] - The company expects revenues for 2025-2027 to be 6.581 billion yuan, 6.944 billion yuan, and 7.445 billion yuan respectively, with net profits projected at 214 million yuan, 269 million yuan, and 333 million yuan [3] Market Outlook - The company is focusing on risk control and enhancing internal management while exploring new market opportunities, particularly in overseas and new scene markets, which are expected to contribute to revenue growth [3] - The gross margin is expected to improve as the share of overseas business increases, which currently has a higher gross margin compared to domestic operations [2]

Investment Rating - The investment rating for the company is "Buy" (maintained) [1] Core Views - The company's overall revenue is under pressure, with a significant decline in domestic market performance, while overseas market expansion shows positive results [7] - The company reported a total revenue of 6.638 billion yuan in 2024, a year-on-year decrease of 14.92%, and a net profit attributable to shareholders of 0.90 billion yuan, down 72.23% year-on-year [7] - The company is actively developing new markets and products to counteract the downturn in the domestic market, with some new products experiencing rapid revenue growth [7] - The gross margin slightly decreased to 31.65% in 2024, impacted by intensified industry competition and changes in product structure [7] - The company maintains good operating cash flow and has reduced its debt ratio to 39.67% by the end of 2024 [7] - Future profit forecasts have been adjusted, with net profit predictions for 2025, 2026, and 2027 set at 2.60 billion, 3.45 billion, and 4.04 billion yuan respectively [7] Financial Summary - In 2024, the company achieved total revenue of 6.638 billion yuan, with a projected revenue increase of 6.04% in 2025 [8] - The net profit attributable to shareholders is expected to recover to 2.60 billion yuan in 2025, reflecting a significant rebound from the previous year's performance [8] - The company's earnings per share (EPS) for 2024 is projected at 0.25 yuan, with expectations of growth to 0.74 yuan in 2025 [8] - The price-to-earnings (P/E) ratio is forecasted to be 31.62 in 2025, indicating a potential recovery in valuation as earnings improve [8]

Summary of Jiangnan Hardware Conference Call Company and Industry Overview - The conference call pertains to Jiangnan Hardware, focusing on its financial performance and market strategies for 2024 and 2025 [2][3][27]. Key Financial Insights - In 2024, Jiangnan Hardware's core profit was expected to be at the upper end of the forecast range but ultimately fell to the lower limit due to asset impairment, particularly in equity investments in subsidiaries [3][4]. - The overall gross margin decreased in 2024, primarily due to lower capacity utilization, which prevented fixed costs from being diluted [3][4]. - Sales expense ratio increased, although the absolute value of sales expenses decreased less than the decline in sales revenue [3][4]. - Cash flow from operations was better than the revenue decline, benefiting from a cautious strategy in engineering and a decrease in receivables [3][4]. Market Trends and Orders - Domestic orders showed signs of stabilization in Q1 2025, but the overall trend for the year remains to be observed [5][12]. - Overseas orders continued to grow, with an increasing growth rate expected in 2025 [5][24]. - The company has not adopted a price reduction strategy in response to competition in lower-tier markets, maintaining a mid-to-high-end product positioning [11][28]. Strategic Adjustments - The channel penetration strategy has seen county market growth rates align with those of prefecture-level cities, indicating a transmission of real estate issues to local markets [6][8]. - The company is focusing on adjusting its channel strategies in response to market changes, particularly in the county market [6][8]. - Jiangnan Hardware plans to increase investment in non-real estate sectors while maintaining stability in the domestic market [28]. Accounts Receivable Management - The company has successfully reduced the absolute value of accounts receivable, partly due to new business clients with better financial conditions [13][14]. - However, the recovery of existing receivables remains challenging, with structural differentiation observed among clients [15]. International Market Expansion - Jiangnan Hardware is expanding its presence in Southeast Asia, Belt and Road countries, the Middle East, and Mexico, with expectations for continued growth in overseas orders [16][24]. - The company has established subsidiaries in over 100 countries to enhance its international market reach [16]. Product and Pricing Strategy - The average product price remains stable, with no significant adjustments, focusing on mid-to-high-end products [17][20]. - The company has not significantly changed its product structure, although it is exploring new application scenarios in sectors like hotels and hospitals [18][19]. Future Outlook - The company maintains a cautious optimism regarding the real estate market recovery, expecting a gradual improvement over time [28]. - Capital expenditures are projected to decrease in 2025, with no immediate expansion needs anticipated [26]. - The "Good House" concept is seen as a long-term positive trend, potentially increasing demand for higher-quality housing [22]. Conclusion - Jiangnan Hardware is strategically positioning itself to navigate the challenges in the real estate sector while expanding its international footprint and diversifying its product applications. The focus remains on maintaining financial stability and exploring growth opportunities in non-real estate markets.

上述人士还提到，在高度离散的市场格局下，市场需求还有很大的发展空间。公司在依托海外市场的持续深耕、新产品线的快速孵化以及精 益化管理能力的强化，将在行业调整周期中把握结构性机遇。 特别针对公司的海外布局，上述人士详细分析指出，2024年公司海外业务收入占比突破13%，海外市场持续发力。从单季度数据来看，海外 收入占比呈持续上升态势，单四季度的海外收入占比远超全年平均水平。 在海外收入增长的进程中，葡萄牙子公司业绩出现了约20%的下滑，这也是公司主动对葡萄牙公司业务进行战略性调整；自营渠道的海外板 块延续了2024年前三季度的良好增长态势，增长率接近 20%。 【环球网财经综合报道】3月30日，上市公司坚朗五金（002791.SZ）发布了《投资者关系活动记录表》，披露公司与长江证券、申万宏源、 平安调研证券举办了线上交流，公司董事会秘书殷建忠、财务总监邹志敏等管理层人士出席，并解答投资机构代表提问。 公开数据显示，2024年公司累计实现归母净利润约8998万、同比下降72%，营业收入66.38亿、同比下降 14.9%，第四季度降幅低于前三季 度；毛利率相对稳定，同比略有下降。对此，公司管理层人士表示，面对市场变 ...