[年报]拓邦股份(002139):2021年年度报告全文（英文版）
原标题:拓邦股份:2021年年度报告全文（英文版） March 2022 Section I Important Notes, Contents and Definitions The Board of Directors, the Board of Supervisors and directors, supervisors and senior executives of the Company hereby assure that the content set out in the Annual Report is true, accurate and complete. It shall be free from false records, misleading statements or major omissions, and shall bear individual and joint legal liabilities therein. Wu Yongqiang, the principal of the Company, Xiangwei, accounting head, and Luo Muchen, accounting department head (the person in charge of accounting department) hereby guarantee the truth, accuracy and completeness of the financial report in this annual report. All directors have attended the Board meeting at which the Report was scrutinized. There is no significant risk affecting the financial condition and sustainable profitability of the Company, but there may be risks of declining market demand, increased competition in the industry, raw material price fluctuations, changes in export tax rebate policy and foreign exchange rate fluctuations due to the macro environment home and abroad. For detailed risk warnings, please refer to the “Possible Risk Factors” in Section III of this report and investors are advised to pay attention to investment risks. The profit distribution plan approved by the Board of Directors was as follows: based on 1,256,978,072 shares, a cash dividend of 0.50 yuan (tax included) for every 10 shares should be distributed to all shareholders, with 0 bonus shares (tax included) and no capital increase by way of transfer of reserved funds. If the total share capital of the Company changed due to the share repurchase, exercise of stock options and other reasons before the implementation of the profit distribution plan, the total amount of distribution should be adjusted accordingly in the principle that the distribution ratio per share remains unchanged. Investors are advised to pay attention to the risk that the total distribution may be adjusted due to changes in total share capital. This report has been prepared in Chinese and translated into English. Should there be any discrepancies or misunderstandings between the two versions, the Chinese version shall prevail. Chairman’s Address Dear shareholders and all friends who care about Topband: Topband is a technical company always insisting on one thing - providing customers with intelligent control solutions to benefit everyone based on the core technology of "electronic control, motor, battery, power supply and Internet of Things platform". All employees made hard efforts in 2021 in the face of many challenges from the external environment. Customers and suppliers gave great trust to us. Finally, the Company exceeded the revenue target set at the beginning of the year and ensured the supply to customers. Co-creation and sharing of values, and common construction of sustainable ecology . For a long time, Topband has adhered to the core values of "accomplishing customers and achieving common development" and the concept of "equality, health, fairness and justice", and has been working with industrial chain partners to build sustainable development of ecology, achieving mutual benefit and common growth. In 2021, the supply side faced severe difficulties, i.e. the shortage of raw materials accompanied by the price increase. We formulated the priority supply guarantee strategy quickly to ensure the delivery of customer orders by stocking in advance and stock allocation at high prices, and provided supplier empowerment training. Although we lost some profits, we won the trust and support of customers and suppliers. We believe that the more we are in danger, the more we should show our responsibility and truly regard our customers and suppliers as a community of destiny. We insist on embracing partners with common values actively to create a healthier ecological environment. Adhering to the value of technology and the development of the future market growth under innovation-driven strategy. Topband has always insisted on providing various intelligent solutions for sectors such as tools, household appliances, new energy and industry based on the core technology of "electronic control, motor, battery, power supply and Internet of Things platform ". In the past decade, the R&D investment of the Company accounted for about 7% of its operating revenues, and technology and product innovation boosted the performance growth of the Company continuously. In 2021, the innovative product platform of the Company grew rapidly, further consolidating its position in the intelligent control industry. The proportion of our independent and controllable business increased steadily. Many innovative products emerged, such as inverters, thermostats, cooking machines, lawn mowers and floor washers, contributing a steady stream of power to the future development of the Company. Topband has truly entered the business model of long-term development under innovation-driven strategy. There is no ceiling for the future development of the Company. As long as we firmly grasp the technology and product innovation, there will be no shortage of market, which is especially worthy of our pride. Constant evolution of the organization and simulation of vitality to improve organizational capacity. Topband is a self-circulating and self-growing organism, which can adapt to the changes of the external environment quickly and grow continuously. In 2021, we reorganized the process and organization, reduced the decision-making level and determined the mission and vision of each organization, making everyone clear about their respective responsibilities and perform their own duties. We adhered to the employment philosophy of "respecting human nature, identifying needs, giving opportunities, giving full play to value, and achieving common development", and promoted more than 40 BU (Business Unit) general managers from successful practice, allowing more outstanding talents with great ambition, sense of mission and internal drive, market insight and determination, battle control ability and courage to take up management positions. At the same time, we strengthened the construction of cadre and key professional teams, integrated excellent resources and formed a reasonable talent structure to promote the value realization of employees and achieve common development of the Company and individuals. Organizational dividends have been gradually manifested with the improvement of organizational capacity, which will become the greatest wealth of the Company. Looking forward to 2022, Topband is also welcoming new development opportunities with the development of society towards the trend of "intelligence, low carbonization, regionalization and short chain". The Company formulated a blueprint for the next ten years and strategies for each business unit for the next three years in 2021. To achieve our long-term goals, we will seize the historical opportunities of intelligence, scenarios and green and low carbon systems to innovate the business model actively, focus on independent innovation and provide customers with intelligent solutions through insight into the pain spots of users, scenarios and industries while building demand insight, resource integration and core platform capabilities. In 2022, we will seize business opportunities and further optimize internal management. Seizing opportunities to lead industry growth. For mature business, we should go to the front end to gain insight into market opportunities, deeply understand customer needs, seize new opportunities constantly and strive for more orders to ensure the scale advantage of the Company. For growing business, we should improve our ability continuously and give full play to our existing advantages to incubate and market innovative products constantly and achieve commercial success. At the same time, we should continue to expand new tracks and open up new growth points, and finally achieve long-term strategic goals. Optimization of internal management and improvement of operational efficiency. With the gradual diversification of the Company's business, in order to adapt to the ever-changing business structure and promote the faster development of business, we will deepen the business model of independent operation, clear responsibilities and effective supervision of different business under the control of the Group and the support of the platform, continue to consolidate the results of process reengineering, focus on customer satisfaction and the improvement of operational efficiency, insist on shifting the business focus forward, change the operation mode of middleground and background functions actively, and meanwhile promote the improvement of digitalization, intelligent manufacturing and integrated supply chain continuously to make different businesses grow healthily on the platform of the Company. Facing the future, the fearless Topband staff will continue to uphold the customer-centered concept and create value for society under the guidance of entrepreneurship. Let's go forward hand in hand, contribute our strength to the intelligent and low-carbon society, and create an intelligent and bright future together. Chairman of Shenzhen Topband Co., Ltd. March 22, 2022 Contents Section I Important Notes, Contents and Definitions ..................................................................... 2 Section II Company Profile and Main Financial Indicators .......................................................... 9 Section III Discussion and Analysis of the Management .............................................................. 15 Section IV Corporate Governance ................................................................................................. 78 Section V Environmental and Social Responsibility ................................................................... 116 Section VI Important Matters ...................................................................................................... 117 Section VII Share Change and Shareholders .............................................................................. 135 Section VIII Information on Preferred Shares ............................................................................ 148 Section IX Relevant Information of Bonds .................................................................................. 149 Section X Financial Report ........................................................................................................... 150 Directory of documents for future reference I. Accounting statements containing the signatures and seals of the legal representative, the financial head and the accounting department head. II. The original audit report bearing the seal of the accounting firm and the signatures and seals of the certified public accountants. III. The originals of all the company documents publicly disclosed in newspapers designated by the CSRC during the reporting period and the original manuscripts of announcements. IV. The original of the Annual Report 2021 bearing the signature of the chairman. V. All the above documents are ready and complete, and are available for reference at the office of the Board of Directors of the Company. Interpretation
Section II Company Profile and Main Financial Indicators I. Company information
Accounting firm engaged by the Company
√ applicable □ not applicable
period □ applicable √ not applicable VI. Main accounting data and financial indicators Whether the Company is required to retroactively adjust or restate the accounting data of previous years √ Yes □ No Reasons for retroactive adjustment and restatement Correction of accounting errors Unit: Yuan
Ltd. (hereinafter referred to as Yakotec) for A-share listing, the Company found important early errors in the audit process of share reform of Yakotec and made the following adjustments to its accounting based on the principle of prudence in order to maintain the consistency of IPO audits: (1) Capitalization adjustment of research and development expenses R&D projects of Yakotec are divided into research stage and development stage. Projects meeting R&D capitalization conditions were capitalized in previous years. We made retroactive adjustments and expensed the projects capitalized in the previous period in this audit. (2) Adjustment of share-based payment Yakotec granted equity to key employees through the shareholding platform. However, it was not recognized as share-based payment, and the corresponding expenses were not accrued. According to the definition in the Accounting Standards for Business Enterprises No.11 - Share-based Payment, share-based payment refers to the transaction in which an enterprise grants equity instruments or undertakes liabilities determined on the basis of equity instruments in order to obtain services from employees and other parties. Therefore, the equity granted to employees by Yakotec was retroactively recognized as share-based payment, and the corresponding expenses were adjusted and accrued. Corrections were made with the retroactive restatement method. Whichever was the lower of the Company’s net profit before or after deduction of non-recurring profit and loss for the last three fiscal years was negative, and the audit report for the latest year showed that there was uncertainty about the Company’s ability to continue as a going concern. □ Yes √ No The lower of the net profit before or after deduction of non-recurring profit and loss was negative □ Yes √ No VII. Differences in accounting data under domestic and foreign accounting standards 1. Differences in net profit and net assets between financial reports disclosed in accordance with International Accounting Standards and those disclosed in accordance with PRC GAAP simultaneously □ applicable √ not applicable There is no difference in net profit and net assets between financial reports disclosed in accordance with International Accounting Standards and those disclosed in accordance with PRC GAAP during the reporting period. (2) Difference between the net profit and net assets in the financial reports disclosed in accordance with both overseas accounting standards and Chinese accounting standards at the same time □ applicable √ not applicable There is no difference in net profit and net assets between financial reports disclosed in accordance with foreign accounting standards and those disclosed in accordance with PRC GAAP during the reporting period. VIII. Main financial indicators by quarters Unit: Yuan
in the disclosed quarterly and semi-annual reports of the Company □ Yes √ No IX. Items and amount of non-recurring profit and loss √applicable □ not applicable Unit: Yuan
□ applicable √ not applicable The company has no other profit or loss items that meet the definition of non-recurring profit or loss. Explanation of defining the non-recurring profit and loss items listed in the Explanatory Announcement No.1 on Information Disclosure for Companies Offering Their Securities to the Public - Non-recurring Profits and Losses as recurring profit and loss items □ applicable √ not applicable The items of non-recurring profit and loss listed in the Explanatory Announcement No. 1 on Information Disclosure for Companies Offering Securities to the Public — Non-Recurring Profits and Losses are not defined as the recurring profit and loss by the Company. Section III Discussion and Analysis of the Management I. Conditions of the industry of the Company during the reporting period 1. Basic information of the industry Intelligent controllers are high-tech products developed by integration of sensing technology, microelectronic technology and power electronic technology based on automatic control technology and computer technology, which serve as a "nerve center" and "brain". Their application covers all walks of life, mainly in the fields of household appliances, smart homes, intelligent buildings, power tools, industry and automation, automotive electronics, new energy and medical equipment. In recent years, intelligent control technology has been continuously integrated with new technologies such as 5G, Internet of Things, artificial intelligence and cloud computing, accompanied with accelerated iteration of all products, continuously improved intelligence, continuous emergence of new products, formats and models and a better development prospect of the intelligent controller industry. 2. Position in the industry The Company is a global leading provider of intelligent control solutions, focusing on the field of intelligent control, adhering to the value concept of "agile innovation partner" and driving its development with technological innovation. It has formed a comprehensive technical system of "electronic control, motor, battery, power supply and Internet of Things platform" to provide customized intelligent control solutions for downstream customers in industries such as home appliances, tools, new energy, industry and intelligent solutions. Centering on the three unique capabilities, i.e. "platform-based technological innovation capability, partnership customer service capability and systematic quick response capability", the Company keeps forging ahead and has established close cooperative relations with a large number of industry heading customers. It has now become a leader in intelligent control solutions in home appliance and tool industries and an innovation leader in new energy, industry and intelligent solutions. II. Main businesses during the reporting period The Company mainly engages in R&D, production and sales of intelligent control system solutions, i.e., providing diversified customized solutions for industries of home appliances, tools, new energy, industrial and intelligent solutions, etc., with the “four electrics and one network” technology of electric control, motor, battery, power supply and IoT platform as its core. The Company is a global leading provider of intelligent control technology, a pioneer of intelligent control solutions for the home appliances and tool industries, and an innovative leader in new energy, industrial and intelligent solutions. 1. Core technology of the Company: “four electrics and one network”: electric control, motor, battery, power supply technology and IoT platform. 1.1 Electric control technology. The electric control technology is a technology to achieve intelligent control with the microcomputer as the core, including: sensing technology, power electronics, signal processing technology, communication technology, interactive technology, power and energy conversion technology, electromagnetic compatibility and so on. The Company has established hundreds of electric control technology platforms, which completely cover the demand range of products in four major industries. 1.2 Motor technology. The motor technology is a technology that converts electrical energy into kinetic energy. The Company has built dozens of advanced motor technology platforms around various types of motors such as brushless DC motors (BLDC), stepper motors, and servo motors. Among them, the Company takes the lead in the tool motor and motion control industries. Motion control refers to the real-time control of the position, speed and direction of mechanical moving parts, so that such mechanical moving parts move in accordance with the expected trajectory and the specified motion parameters. The motion control system is generally composed of man-machine interaction interface, controller, driver, motor and other components, which are the core components of intelligent manufacturing equipment, and is the premise and basis for the realization of intelligent manufacturing. 1.3 Battery technology. The battery technology is a technology for energy storage and management. Its core technologies include battery material application technology, cell design and manufacturing technology and battery system integration technology. Battery material application technology includes related application technologies of positive and negative electrode materials, electrolytes and diaphragm. Cell design and manufacturing technology includes electrochemical architecture design, coating, lamination/winding, formation and other manufacturing technologies. Battery system integration technology includes a series of technologies such as battery assembly, thermal management, collision and leakage safety, accurate measurement of voltage/current/temperature signals, battery state estimation and cell balance. The technology spans many fields such as material science, electrochemistry, electronics and control engineering. After years of accumulation, the Company has developed complete technical capabilities of design, development, customization and production ranging from cell technology (CELL), battery management technology (BMS) to battery pack (PACK) system. 1.4 Power technology. Power technology is a kind of electric energy conversion technology, which can transform the front-end input into the output required by the load safely, efficiently and intelligently. The Company has analog power, switching power and digital power technology platforms of different power levels and various types, which can provide charging and inversion solutions and various customized power solutions. 1.5 Internet of Things platform. The IoT platform is a technology that integrates perception layer, connection layer and application layer, mainly including connection management, device management and application. The Company has formed a complete technical capability from IoT module, intelligent terminal to APP, and PaaS IoT platform, and has developed solutions for more than ten business scenarios. 2. Main products of the Company: Customized system solutions for five industries, namely home appliances, tools, new energy, industry and intelligent solutions. 2.1 Home appliances The Company provides brand customers in the home appliance industry with customized product concepts, design, development, manufacturing and delivery services, including the master control, power control, motor drive and control and display control of home appliances. 2.2 Tool intelligent control The tool industry mainly includes electric tools, garden tools and other professional tools. The Company provides its customers with customized product concepts, design, development, manufacturing and delivery services. The business scope covers electronic controls, motors and batteries, and product forms include controllers, modules and complete machines. 2.3 New energy business New energy business is mainly oriented to energy storage and green commuting, in which products and system solutions including inverters, battery cells, battery management systems, battery packs, battery swap cabinets, PACK and motor control are provided for fields such as energy storage of communication base stations, household energy storage, motorcycles and tricycles, other special vehicles, new energy vehicles and the Internet of Things. 2.4 Industry In the industrial control industry, the Company’s main business includes research and development, production, sales of step and servo drives and control products with focus on special industrial intelligent control solutions. The Company mainly provides controllers, drivers and motors for downstream automation equipment customers, which are widely used in 3C electronics, robotics, medical equipment, semiconductor equipment, textile machinery, packaging machinery, etc. We are committed to helping automation equipment manufacturers improve equipment design performance, reduce equipment manufacturing costs, and speed up the development of new equipment. 2.5 Intelligent solutions In the field of intelligent solutions, comprehensive solutions of "innovative products + AIoT platform + customized service" are provided for the subdivided scenes such as "food, clothing, housing and transportation" and "industry, restaurants, hotels and parks" based on the AloT (Artificial Internet of Things) technology platform and intelligent product innovation capability of the Company. III. Core competitiveness analysis 1. Platform-based technological innovation capability. With the technology as DNA and the innovation as the gene of development, the Company has formed a unique innovation leading capability. The Company has accumulated and formed the most complete technology platform in the industry, with capabilities for in-depth understanding of various control mechanisms, independent implementation and industry leading, covering all aspects of core technologies of intelligent control integration solutions, such as: intelligent control algorithms, motor electric control, sensing, man-machine interaction, image recognition, power technology, Android technology, temperature control technology, heating, cooling, etc. The Company has the most abundant product lines in its industry, each of which has accumulated and formed a complete, mass-production-proven product platform covering white home appliances, small home appliances, power tools, gardening tools, intelligent hardware, smart campus, consumer electronics and other fields, and can quickly provide customers with the best and most guaranteed customized solutions. In addition, the Company has a unique overall solution capacity of “intelligent controller + high efficiency motor + lithium battery” in industry, further strengthening the capacity of the Company to lead the technology. 2. Partnership-based customer service capability. The Company takes “agile innovation partner” as its technology value proposition, and develops partnership with customers with the development concept of value co-creation and value co-win. Relying on the advantage of leading technology capacity and based on the deep insight of customer needs, the Company has formed the partnership-based customer service capacity with the fastest response and the most powerful value creation, established in-depth cooperation partnership with domestic and foreign excellent brand customers in various business fields, and formed a good reputation and brand reputation in the industry. The partnership-based customer service capacity is widely recognized and praised by customers. 3. Systematic rapid response capability. With the development of ICT technology and the accelerated speed of global innovation iteration, the services provided by the Company to customers increasingly need to be more agile in terms of operation. Based on a deep understanding of the intelligent control business, the Company has created a strong platform system from the implementation of IPD concept of R&D and design process, ISC reform of core customers of supply chain system, laboratory and quality assurance system, and intelligent manufacturing platform system, building a customer-centered process-oriented organization and internalizing the strengths and capabilities of the Company into agile capabilities of operation, thus further strengthening the differentiated capabilities of rapid innovation and response, and guarantee sustainable and high-speed growth of the Company. IV. Main business analysis 1. Overview The year 2021 is the beginning of the 14th five-year plan. Scientific and technological innovation, peak carbon dioxide emissions and carbon neutralization will be the two important factors in the next stage of economic growth. The Company's intelligent control and lithium battery application business complied with national economic development and achieved rapid growth during the reporting period. In 2021, the epidemic at home and abroad still recurred, sometimes had a local rebound, and the impact is still not eliminated. In the face of the complex and changeable business environment such as the rise in the price of raw materials and the shortage of goods under the influence of the epidemic and inflation, the Company's management actively responded, and seized the opportunity of intelligent upgrading, localization transfer and demand concentration enhancement depending on its product power, technological innovation, systematic （未完）  |