杭州巨星科技股份有限公司 章程修订对照表 | 第二十一条 公司发起人为巨星控股集团有 | | 第十九条 公司发起人为巨星控股集团有限 | | --- | --- | --- | | 限公司（股份数量为 122240110 股，占比 | | 公司（股份数量为 122240110 股，占比 | | 64.3369%）、仇建平（股份数量为 43792150 | | 64.3369%）、仇建平（股份数量为 43792150 | | 股，占比 23.0485%）、王玲玲（股份数量为 | | 股，占比 23.0485%）、王玲玲（股份数量为 | | 12975480 | 股，占比 6.8292%）、王蓓蓓（股 | 12975480 股，占比 6.8292%）、王蓓蓓（股 | | 份数量为 | 3243870 股，占比 1.7073%）、林箭 | 份数量为 3243870 股，占比 1.7073%）、林箭 | | 行（股份数量为 | 900980 股，占比 0.4742%）、 | 行（股份数量为 900980 股，占比 0.4742%）、 | | 李政（股份数量为 | 450490 股，占比 0.2371%）、 | 李政（ ...

证券代码：002444 证券简称：巨星科技 公告编号：2025-024 杭州巨星科技股份有限公司 关于 2024 年年度股东大会增加临时提案 暨股东大会补充通知的公告 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。 杭州巨星科技股份有限公司（以下简称"公司"）于 2025 年 4 月 22 日在《证 券时报》、《中国证券报》及巨潮资讯网披露了《杭州巨星科技股份有限公司关于 召开公司 2024 年年度股东大会的通知公告》（公告编号：2025-016），公司将于 2025 年 6 月 3 日召开 2024 年年度股东大会。 2025 年 5 月 20 日，公司第六届董事会第十四次会议审议通过了《关于修订 <公司章程>的议案》、《关于修订<公司股东会议事规则>的议案》、《关于修订<公 司董事会议事规则>的议案》、《关于修订<公司独立董事工作制度>的议案》。同日， 公司控股股东巨星控股集团有限公司（以下简称"巨星控股"）将上述议案以临 时提案的方式提交至 2024 年年度股东大会召集人。上述议案具体内容详见公司 于 2025 年 5 月 21 日披露在《证券时报》、《 ...

证券代码：002444 证券简称：巨星科技 公告编号：2025-023 杭州巨星科技股份有限公司 杭州巨星科技股份有限公司（以下简称"公司"）第六届董事会第十四次会 议通知于2025年5月14日以传真、电子邮件等方式发出，且全体董事均已书面确 认收到全部会议材料。会议于2025年5月20日在杭州市上城区九环路35号公司九 楼会议室以现场会议的方式召开。本次会议应出席董事9名，实际出席董事9 名，公司全体监事和高级管理人员列席了会议，本次会议的召集、召开程序符 合《中华人民共和国公司法》、《杭州巨星科技股份有限公司章程》、《杭州巨星 科技股份有限公司董事会议事规则》的有关规定。 本次会议由公司董事长仇建平先生主持，经全体与会董事认真审议，以书 面投票表决方式表决通过了以下决议： 一、审议通过《关于修订<公司章程>的议案》 根据《公司法》、《上市公司章程指引》等有关规定，公司拟取消监事会， 由董事会审计委员会行使《公司法》等相关法律法规中规定的监事会职权，《公 司监事会议事规则》废止，同时修订《公司章程》中有关条款。 表决结果：赞成票为 9 票，反对票为 0 票，弃权票为 0 票。 本议案尚需提交公司股东大会审议 ...

Summary of Key Points from Conference Call Industry or Company Involved - The discussion primarily revolves around the **China-U.S. trade negotiations** and its impact on the **export chain** and **mechanical sector** companies. Core Points and Arguments - **Trade Negotiation Outcomes**: The recent China-U.S. trade negotiations exceeded expectations, indicating a potential for future tariff reductions, which could positively impact the mechanical sector investment strategy [1][7] - **Market Sentiment**: The reduction in expectations for reciprocal tariffs suggests that export chain companies may return to levels seen before April 2, 2025, with strong demand from downstream inventory consumption [1][8] - **Retail Inventory Crisis**: Major U.S. retailers like Walmart, Home Depot, and Lowe's are facing inventory shortages, which has led to a shift in tariff expectations, highlighting the competitive advantage of the Chinese supply chain [1][9][10] - **Short-term Performance**: The next 90 days are critical for export chain companies to build global capacity, as strong stocking intentions from consumers and channels may lead to a surge in Q2 performance [1][11] - **Long-term Economic Outlook**: The trade agreement has reduced recession fears in the U.S. and lowered inflation pressures, potentially leading to interest rate cuts and tax reductions that could bolster U.S. demand resilience [3][12] Other Important but Possibly Overlooked Content - **Sector Recommendations**: Companies such as **Juxing Technology**, **TaoTao Vehicle**, **Zhongji United**, **Sany Heavy Industry**, **Xugong Machinery**, and **Huatong Cable** are highlighted as having strong investment potential due to their resilience in overseas markets [5] - **Impact of Tariffs on Exports**: The overall tariff on Chinese exports to the U.S. is approximately 55%, with potential for further reductions, which necessitates a strategic adjustment in investment approaches for the mechanical sector [6][7] - **Investment Opportunities**: Companies with significant price elasticity in demand should be prioritized for investment, particularly those with strong overseas capacity building capabilities [2][13] - **Comparative Analysis**: **Quanfeng Holdings** is noted to have a lower overseas capacity ratio compared to **Juxing Technology**, but it is expected to recover to pre-April 2 profit levels due to the temporary tariff measures [15][16] - **Market Recovery Potential**: **Honghua Digital Science** is identified as a potential recovery candidate despite a significant drop in stock price, with limited exposure to U.S. exports [17] This summary encapsulates the critical insights from the conference call, focusing on the implications of the trade negotiations and the strategic positioning of various companies within the mechanical and export sectors.

Investment Rating - The investment rating for the company is "Buy" [1] Core Views - The easing of trade tensions between China and the United States is expected to positively impact the company's North American business, with ongoing measures to build overseas capacity and increase terminal prices [1][2] - The company has a significant exposure to the U.S. market, with an estimated risk exposure of approximately $1 billion, and is actively working on capacity transfer and global layout to mitigate tariff impacts [3] - The company is recognized as a leading exporter of tools from China, focusing on product innovation and global operations, which positions it well for long-term market share growth [4] Summary by Sections Trade Relations and Tariff Changes - The recent U.S.-China trade talks resulted in a substantial reduction of tariffs from 125% to 34%, with a temporary pause on some tariffs, which is expected to benefit the company's tool segment [2] - The effective tax rate for exports to the U.S. has decreased significantly, allowing for potential price adjustments in the North American market [2] Capacity Expansion and Pricing Strategy - The company has accelerated the establishment of overseas production capacity, particularly in Southeast Asia, to counteract tariff pressures, with 23 production bases globally as of 2024 [3] - The company has begun to implement price increases to pass on tariff costs to downstream customers, starting in Q2 2025 [3] Market Position and Financial Projections - The company is projected to achieve a net profit of 2.635 billion yuan in 2025, with a corresponding PE ratio of 11.91x, indicating strong growth potential [4][6] - The global market share for hand tools is expected to reach 6.1% in 2024, with a long-term outlook for further increases as global supply chains are restructured [4]

Investment Rating - The investment rating for the company is "Buy" [1] Core Views - The easing of trade tensions between China and the United States is expected to positively impact the company's North American business, with ongoing measures to build overseas capacity and increase terminal prices [1][2] - The company has a significant exposure to the U.S. market, with an estimated risk exposure of approximately $1 billion, and is actively working on capacity transfer and global layout to mitigate tariff impacts [3] - The company is recognized as a leading exporter of tools from China, focusing on product innovation and global operations, which positions it well for long-term market share growth [4] Summary by Sections Trade Relations and Tariff Changes - The recent U.S.-China trade talks resulted in a substantial reduction in tariff levels from 125% to 34%, with a temporary pause on some tariffs [2] - The effective tax rate for tool exports from China to the U.S. has decreased to approximately 55% during the 90-day grace period [2] Capacity Expansion and Pricing Strategy - The company has accelerated the establishment of overseas production capacity, particularly in Southeast Asia, to counter tariff impacts, with 23 production bases globally by 2024 [3] - The company has begun to increase terminal prices to pass on tariff pressures, starting in Q2 2025 [3] Market Position and Financial Projections - The company aims to enhance its market share in the global tool market, with projected global market shares of 6.1% for hand tools and 2.1% for tools overall by 2024 [4] - Financial forecasts indicate a net profit of 2.635 billion yuan in 2025, with a projected PE ratio of 11.9X [4][6]

Summary of Conference Call Notes Industry and Companies Involved - Focus on the export chain related to U.S.-China trade relations - Key companies mentioned include: - Chuncheng Power (春风动力) - Juxing Technology (巨星科技) - Zhejiang Dingli (浙江鼎力) - Lingxiao Pump Industry (凌霄泵业) - Qianfeng Holdings (泉峰控股) - Ousheng Electric (欧圣电气) - Taotao Co. (涛涛股份) Core Points and Arguments - Current favorable timing for investing in export chain-related stocks, especially those with significant price adjustments due to tariffs but strong fundamentals [3][4] - Chuncheng Power's U.S. export ratio is 25%-30%, with a projected annual net profit of 1.7-1.9 billion yuan, corresponding to a price-to-earnings ratio at historical lows [5][6] - Chuncheng Power's motorcycle business is thriving in multiple international markets, with electric two-wheeler sales expected to reach 500,000-600,000 units, contributing over 2 billion yuan in revenue [6] - Juxing Technology's U.S. revenue accounts for approximately 65%, with an expected annual net profit close to 3 billion yuan, also at historical lows, benefiting from favorable tariff policies [7] - Zhejiang Dingli's U.S. revenue ratio is about 30%, with projected profits of 2-2.1 billion yuan, maintaining growth potential if tariff policies remain favorable [8][9] - Lingxiao Pump Industry and Qianfeng Holdings are also highlighted as companies with solid fundamentals benefiting from improved U.S.-China trade relations [10] Other Important but Potentially Overlooked Content - The recent U.S.-China high-level economic talks resulted in substantial progress on tariff policies, indicating that negative factors for exports have been largely cleared [3] - Companies with over 25% export to the U.S. are particularly noteworthy, including Ousheng Electric and Taotao Co. [2] - The overall sentiment suggests that now is a critical time to position in U.S. export-related stocks due to the anticipated recovery in the sector [10]

Core Viewpoint - The article discusses the challenges faced by Chinese companies, particularly泉峰控股 and 巨星科技, in the U.S. market due to high tariffs and manufacturing costs, emphasizing the shift of production to Vietnam as a strategic response to these challenges [1][4][10]. Group 1: Market Dynamics - The U.S. electric tools and outdoor power equipment market exceeded 170 billion RMB in 2020, with a significant portion of products being manufactured in China [1]. - After the U.S. imposed a 145% tariff,泉峰控股 halted exports from China and increased production in Vietnam, which has also faced a 10% tariff [4][5]. - The U.S. market is the largest for tools, with an estimated 50% of tools sold being manufactured in China, particularly for electric tools [4][10]. Group 2: Production Strategy -泉峰控股 has been preparing to increase its production capacity in Vietnam since Trump's first term, with plans for a second manufacturing base in 2024 [5]. -巨星科技 has also expanded its production in Vietnam, moving from manual to electric tools to meet U.S. demand [5][6]. - Both companies are adjusting their supply chains to mitigate the impact of tariffs, collaborating with U.S. retailers to find solutions [6][10]. Group 3: Cost Considerations - The cost of manufacturing in the U.S. is estimated to be at least 50% higher than in China, making it unfeasible for companies to produce there [9][10]. - The lack of a complete supply chain in the U.S. for tool manufacturing further complicates the feasibility of local production [10]. - The imposition of tariffs on raw materials has increased manufacturing costs in the U.S., reducing competitiveness [10]. Group 4: Globalization and Competition - Chinese companies are pursuing globalization and brand development, with泉峰控股's global sales revenue quadrupling over the past decade [14]. - The competition with established brands like Stanley Black & Decker is intensifying, with Chinese companies gradually capturing market share [14][15]. - Despite progress, Chinese companies still face challenges in brand recognition and high-end product offerings compared to their Western counterparts [14][15].

Core Viewpoint - The high manufacturing costs in the United States hinder the return of manufacturing industries, while demand for Chinese-made tool products, especially power tools, remains strong in the U.S. market [1] Group 1: Manufacturing and Supply Chain - U.S. manufacturing costs are significantly higher, making it difficult for manufacturing to return [1] - Many Chinese companies have shifted part of their production capacity to Vietnam in response to high tariffs imposed by the U.S. [1] - Companies like QuanFeng Holdings and JuXing Technology are adjusting their supply chains and increasing production in Vietnam to expand their market share in the U.S. [1] Group 2: Market Expansion and Competitiveness - Despite challenges to globalization, Chinese companies are actively exploring international markets [1] - Companies are enhancing their competitiveness through acquisitions and building their own brands [1]

Core Viewpoint - The manufacturing landscape in the U.S. for tools is unlikely to return to previous levels due to high costs and supply chain issues, making it impractical for companies to produce domestically [1][10][11]. Group 1: Company Strategies - QuanFeng Holdings has shifted its production focus to Vietnam due to increased tariffs on Chinese exports to the U.S., with plans to expand its manufacturing capacity there [3][4]. - The company estimates that its sales in 2024 will reach approximately 13 billion RMB, with over 70% coming from the U.S. market [3]. - Giant Star Technology has also established production facilities in Vietnam to mitigate tariff impacts and plans to expand its product range from hand tools to electric tools [4][5]. Group 2: Market Dynamics - The U.S. tool market is the largest globally, with an estimated market size exceeding 170 billion RMB in 2020, and at least half of the tools sold in the U.S. are manufactured in China [1][3]. - The imposition of tariffs has led to a significant increase in costs, with U.S. manufacturers unable to absorb these costs, resulting in a pause in exports from China [3][4][11]. - Major U.S. retailers are seeking solutions to manage tariff costs, indicating a collective concern over the sustainability of high tariffs on consumer goods [6]. Group 3: Competitive Landscape - Companies like QuanFeng Holdings and Giant Star Technology are increasingly competing with established brands such as Stanley Black & Decker, Bosch, and Makita, as they expand their market presence in the U.S. and Europe [13][14]. - The global sales revenue of QuanFeng Holdings is projected to reach 1.77 billion USD in 2024, while Stanley Black & Decker's revenue is expected to be around 15.3 billion USD, highlighting the competitive gap [14]. - The shift in market share from established brands to Chinese companies is evident, with Chinese brands gradually replacing traditional market leaders in various segments [14][15].