[年报]环旭电子(601231):环旭电子股份有限公司2021年年度报告（英文版）
原标题:环旭电子:环旭电子股份有限公司2021年年度报告（英文版） Convertible Bond Code: 113045 Abbreviated Name: USI Convertible Bond Universal Scientific Industrial (Shanghai) Co., Ltd. 2021 Annual Report Note: This Report has been prepared in both Chinese and English. Should there be any discrepancies or misunderstandings between the two versions, the Chinese version shall prevail. Important Notice I. The Board of Directors, the Board of Supervisors, directors, supervisors and senior management of the Company hereby assure that the content set out in the annual report is truthful, accurate and complete, and contains no misrepresentations, misleading statements or material omissions, and are individually and collectively responsible for the content set out therein. II. All directors attend the board meeting. III. Deloitte Touche Tohmatsu Certified Public Accountants LLP has issued a standard and unqualified auditor's report for the Company. IV. Jeffrey Chen, person in charge of the Company, Tan-Yang Liu, person in charge of accounting, and Chern Yuh-Huah, person in charge of the accounting firm (accountant in charge) declare that the financial report in the annual report is truthful, accurate and complete. V．The proposal of profit distribution for the reporting period deliberated and passed by the Board Regarding its profit distribution plan for 2021, USI is going to distribute a cash dividend of RMB 2.60 (tax included) for every 10 shares on the basis of the total share capital on the record date for implementing the plan after deducting the number of shares in its special buy-back securities account, without bonus share or transfer of public reserve into share capital, and all the remaining undistributed profits shall be carried forward for distribution in the following years. If the total share capital of the Company and the number of shares in the special buy-back account of the Company change before the record date for implementing the plan, the cash dividend per share to be distributed shall remain unchanged and the total amount of distribution shall be adjusted accordingly. The Company's Profit Distribution Plan for the 2021 was deliberated and approved at the 15th meeting of the fifth session of the Board of Directors of the Company, and it still needs to be deliberated at the Company's 2021 annual general meeting of shareholders. VI. Risk disclosure for forward-looking statements √Applicable □ Not Applicable This report involves forward-looking statements such as future plans, and does not constitute a material commitment of the Company to investors. Investors are requested to pay attention to investment risks. VII. Are there any funds occupied by controlling shareholders and their affiliates for non-operational purposes? No VIII. Is there any external guarantee in violation of the prescribed decision-making process? No IX. Are more than half of the directors unable to guarantee the truthfulness, accuracy and completeness of the annual report disclosed by the Company? No X. Major risk disclosure The major risks facing the Company are described in “Possible Risks” of “Discussion and Analysis of Corporate Development in the Future” in this report. XI. Other information □ Applicable √Not Applicable Contents Section I Definitions ................................................................................................................................... 4 Section II Company Profile and Key Financial Indicators ......................................................................... 6 Section III Management Discussion and Analysis .................................................................................... 11 Section IV Corporate Governance ............................................................................................................ 41 Section V Environmental and Social Responsibility ................................................................................ 64 Section VI Major Events ........................................................................................................................... 74 Section VII Changes in Share Capital and Information of Shareholders ................................................ 102 Section VIII Related Information of Preferred Stocks ............................................................................ 110 Section IX Related Information of Bonds ............................................................................................... 111 Section X Financial Statements .............................................................................................................. 113
Section I Definitions I. Definitions In this report, the following terms shall have the following meanings unless the context otherwise requires:
Section II Company Profile and Key Financial Indicators I. Company Profile
II. Contact Persons and Contact Information
III. Basic Information
IV. Information Disclosure and Place at Which the Report Is Available
V. Stock Profile
VI. Other Relevant Information
VII. Key Accounting Data and Financial Indicators in the Past Three Years (I) Key accounting data Unit: yuan Currency: RMB
(II) Key financial indicators
Explanation of the Company’s key accounting data and financial indicators in the past three years at the end of the reporting period √Applicable □Not Applicable The net cash flow from operating activities in 2021 decreased by 176.74% mainly due to the increase in inventories in response to customer orders in the current period. VIII. Accounting Data Differences under Domestic and Overseas Accounting Standards (I) Differences in net profits and net assets attributable to shareholders of the listed company in the financial report disclosed under international accounting standards and Chinese accounting standards □Applicable √Not Applicable (II) Differences in net profits and net assets attributable to shareholders of the listed company in the financial report disclosed under overseas accounting standards and Chinese accounting standards □Applicable √Not Applicable (III) Explanation of differences between Chinese accounting standards and overseas accounting standards □Applicable √Not Applicable IX. Key Financial Data by Quarter for 2021 Unit: yuan Currency: RMB
Explanation of differences between quarterly data and those disclosed in regular reports □Applicable √Not Applicable X. Items and Amounts of Non-Recurring Gains/Losses √Applicable □ Not Applicable Unit: yuan Currency: RMB
Explanation on defining a non-recurring gain/loss item listed in Interpretation Pronouncement on Information Disclosure Criteria for Public Companies No. 1 - Non-Recurring Gains/Losses as a □Applicable √Not Applicable XI. Items Measured at Fair Value □Applicable √Not Applicable Unit: yuan Currency: RMB
XII. Other information □Applicable √Not Applicable Section III Management Discussion and Analysis I. Discussion and Analysis of Operations In 2021, as the Company consolidated financial statements with FAFG and its EMS/ODM business accelerated, the Company realized annual operaing revenue of RMB 55.30 billion, an increase of 15.94% over RMB 47.70 billion in 2020, with revenue of all categories increasing year on year (YoY).The Company achieved an operating profit of RMB 2.13 billion in 2021, an increase of 8.67% over RMB 1.96 billion in 2020. The total profit was 2.14 billion yuan, an increase of 8.38% compared with RMB 1.97 billion in 2020. The net profit attributable to shareholders of the listed company was RMB 1.858 billion, an increase of 6.81% over RMB 1.74 billion in 2020. The net profit attributable to shareholders of the listed company net of non-recurring gains/losses was RMB 1.70 billion, an increase of RMB 80 million or 4.93% over RMB 1.62 billion in 2020. II. Industry of the Company during the Reporting Period (I) Basic situation of the industry The EMS industry mainly provides overall supply chain solutions such as design, engineering development, raw material procurement, manufacturing, logistics, testing and after-sales service for various electronic products and equipment. The rapid development of downstream industries such as tablet computers, smart TVs, smart wearable devices, AR/VR and smart home has driven the healthy development of precision electronic components, smart acoustic machines and smart hardware industries. The rise of China’s manufacturing industry and the continuous and rapid expansion of the electronic consumer market have driven the sustainable development of domestic electronic manufacturing outsourcing industry. After more than 20 years of investment by world-leading EMS providers in China, China has become the most active and competitive region in the global EMS industry.(II) Industry characteristics and development trends 1. The industry has a large overall scale, with high industry concentration and fierce competition In 2021, the industrial scale of the global EMS industry has exceeded USD 640 billion, with high industry concentration. The top 10 manufacturers in the world accounted for more than 70% of the total revenue. Leading enterprises in the industry have accumulated rich customer resources and industry experience, with large assets and revenues, and maintained a relatively stable leading position. Due to the accelerated upgrading of electronic products and equipment industry, shortened product life cycle and high technical transparency, the industry is experiencing increasingly fierce competition in sub- sectors in the industry. Enterprises in the industry need to actively expand new products and customer incremental demand, improve process, intelligent manufacturing and new product research and development, and increase product added value. 2. 5G drives consumer electronics technology innovation and product upgrade5G has ushered in the era of “Internet of Everything”. New technologies and products such as cloud computing, AI, Internet of Things, smart wearables and AR/VR have been accelerated and promoted, and the application depth and breadth of smart interactive products such as smart phones, tablet computers, smart speakers, wearable devices and automotive electronics have been continuously expanded. Innovative products of consumer electronics are the demand increment most concerned by the EMS industry. 3. The demand for electronic products related to automobiles and cloud infrastructure has grown rapidly In the global context of “carbon neutrality”, the sales volume of new energy electric vehicles has greatly increased. The proportion of electric vehicles in the global sales of new vehicles will continue to grow rapidly. The demand for automotive electronics related to electric vehicles has surged, the upgrading of technologies such as intelligent cockpit and intelligent navigation has accelerated, and the proportion of manufacturing service outsourcing has increased. In addition, 5G applications have driven broadband infrastructure, and the continuously growing cloud business scale of technology giants has driven the heavy investment in cloud infrastructure, and the demand for related electronic products such as servers, switches and storage has grown rapidly. (III) Periodic, regional and seasonal characteristics of the industry 1. Periodicity of industry development The development of the EMS industry has a great cyclical relationship with downstream industries, and the electronic products industry is closely related to the macroeconomic situation. When the economy is booming, the market demand for electronic products is large and the growth rate is high, which drives the production and sales of the EMS industry; when the economy is in a downturn, the purchasing power of consumers and enterprises declines, the demand for products decreases, and the production and sales volume of industries decreases. 2. Regional characteristics of industry The global EMS industry rose in Europe and America, and then gradually shifted to South America, Southeast Asia and Taiwan of China. At present, China, South Asia, Eastern Europe, South America and other regions have become the fastest growing areas of EMS industry due to their advantages of low production costs. At present, the global electronic intelligent manufacturing service enterprises are mainly concentrated in Asian countries or regions such as China, India and Vietnam. Enterprises in the industry sell their main products to manufacturing and assembly enterprises or directly to downstream brand owners, and finally the products will be sold all over the world. 3. Seasonal characteristics of industry operation The electronic intelligent manufacturing service industry has certain seasonal characteristics in terms of orders and revenues. The first and second quarters of each year are traditionally off-seasons, the third quarter is the peak sales season, and the fourth quarter is the peak shipment season. Considering the frequent release of new consumer electronics by brand owners in the second half of a year and the influence of Spring Festival in the first half of a year, the sales revenue of enterprises in this industry in the second half of each year is generally higher than that in the first half of each year. (IV) Competitive position of the Company in the industry th The Company is a world-renowned manufacturer in the EMS industry. In 2020, USI ranked 12 among global EMS providers, with top-ranking annual revenue growth rate and net operating margin in the industry. The Company is an industry leader in SiP miniaturization technology, leading the industry in many business segments. III. Core Business during the Reporting Period (I) Key Products and Solutions 2 As a world-leading D(MS) manufacturer, by providing brand customers with more value-added design, manufacturing and related services, USI participates more in developing industry-wide application solutions, and enhances the manufacturing value added of products and overall services. In the future, following the core concept of creating value for customers, USI will attach more importance to Solutions 2 and Services among the D(MS) , strive to expand the base of high-quality customers and strengthen partnership with them, gradually transform the Company from a manufacturing service provider to a total solution provider and comprehensive service provider in the fields mentioned below. 1. Wireless communication products In the field of wireless communication, the Company, with a strong design and manufacturing team, provides customers with design, verification manufacturing and related services for enterprise-class wireless interconnection products and highly competitive wireless module products by collaborating with the world's leading wireless communication IC companies. From product concept, prototype design, testing and verification to mass production, USI, with its R&D team and management system, offers customers with a suitable R&D schedule and reliable quality assurance to meet customer needs, achieve rapid product launches, and enhance customers' competitive advantages. Wireless communication products mainly include wireless communication System-in-Package (SiP) modules, system-level Internet of Things (IoT) modules, IoT modules, low-power-consumption telecommunication modules, enterprise-level wireless routers, etc. 2. Consumer electronics The Company is the industry's leading manufacturer of smart wearable SiP modules. As smart wearables tend to be “light, thin, short and small”, the system in package (SiP) technology has become the key to providing highly integrated and miniaturized designs. Since 2013, the Company has been committed to the miniaturization and highly integrated development of SiP modules related to wearables, including new advanced packaging technologies such as local spacing shielding, selective plastic packaging, film plastic packaging, selective sputtering, shape cutting, dry ice cleaning and 3D steel stencil printing. At present, smart wearable SiP modules include smart watch SiP module, true wireless earbuds (TWS) module, and optical heart rate module. In addition to smart wearable SiP modules, the Company also operates video products, connecting devices and other product fields, mainly including LED light bars, timing control boards, source-level drive boards, smart stylus pens, electromagnetic sensing boards, and hair removal machines. 3. Industrial electronics With sophisticated professionals in product R&D, design, project management, manufacturing and logistics support, USI is committed to the industrial product market. The Company provides customers with the most cost-effective, optimized design and a full package of solutions with a strict quality control process, meeting their needs from mass production, diversified production, to customized production. Industrial products mainly include point-of-sale (POS) and smart handheld devuce (SHD). 4. Computer and storage On the market of computer motherboards and peripheral applications, the Company, by adopting efficient manufacturing process and strict quality management system, shortens the time to market and mass production for customers' products, improving efficiency while saving costs. USI’s computer motherboard products include motherboards for servers and workstations, and SipSet modules for laptops and tablets, etc. USI’s computer peripheral products are mainly devices that connect laptops to peripherals, such as docking station and dongle. Storage and interconnection products include solid-state drives (SSDs) and enterprise-class high-speed switches and network adapters. USI has industry-leading R&D capabilities for new technologies, such as fibre channel, SAS, SATA, 10 gigabit ethernet, dual port I/O and wireless broadband, etc., and has developed diversified products. The Company is a leading SSD design and manufacturing partner, providing customers with services in manufacturing, hardware design, product verification and customized design of test platform. The Company's OEM products, including high-speed switches and host channel adaptor (HCA) cards, are must-have devices for enterprises, institutions, computing centers and data centers. 5. Automotive electronics With over three decades of experience in the automotive industry, USI provides turnkey DMS solutions and global manufacturing services. The Company has been devoted to improving overall quality control and reducing costs through complete logistics services and flexible IT infrastructure. As a leading manufacturer on the automotive electronics market, USI has built long-term partnership with well- known automotive electronics suppliers across the world. Automotive electronic products include voltage regulators, rectifiers, battery management systems, power modules for EV charging, hydraulic control modules, motor controllers, external LED lighting, Integrated Electric Parking Brake (IEPB), in-vehicle infotainment system control unit or control panel, etc. 6. Medical electronics Medical electronic products are mainly home care and hospital analytical equipment, including vitamin K antagonist therapy equipment, cardiovascular equipment and glucose metering device. (II) Miniaturization design and products USI has a leading position in SiP miniaturization technology. By integrating several functional ICs and accessory circuits into a module, miniaturized system modules effectively reduce the area of functional modules, improve the efficiency of circuit system, and ensure the effectiveness of electromagnetic interference shielding. With the trend of miniaturization, personalization and functional diversification of consumer electronics, the modules applied in these products are also developing rapidly towards miniaturization and integration of multiple functions, which becomes the mainstream of similar module products. Through miniaturization technology, most electronic systems, especially for mobile devices, IoT devices, and wearables, can be reduced in size to meet market demands. As SiP is quite complex with regard to the capital input, technologies and product design, the Company will continue to increase investment in multi-functional, more complex and more precise modules to stay on the cutting edge in the industry. In the era of 5G and IoT, the application of wearable devices will be more extensive and diversified, and there will be larger demands for lighter, thinner, shorter and smaller electronic products, and the application of miniaturization technology will be accelerated. The design and manufacturing ability of “miniaturized” products is one of the core competitiveness of the Company, and the Company will strive to expand the application and market of miniaturized modules. At the same time, in the fields of wireless communication, computers, wearables, solid-state storage, industrial electronics, automotive electronics and other products, the Company will also expand the application of miniaturization technology and develop modular products such as SOM (System on Module) and SipSet. At present, USI's SiP products cover WiFi modules, UWB modules, mmWave antenna-in-package (AiP) modules, fingerprint sensor modules, and modules for smart wearables such as watches and earbuds. IV. Analysis of Core Competitiveness during the Reporting Period √Applicable □ Not Applicable As a large design and manufacturing service provider in the field of electronic products, the Company （未完）  |