[中报]拓邦股份(002139):2022年半年度报告（英文版）
原标题:拓邦股份:2022年半年度报告（英文版） Topband Applet for Investor Relations July 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 Semi-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, Xiang Wei, 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 semi-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 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 Company plans not to distribute cash dividends and bonus shares, nor to convert the accumulation fund to increase the share capital. Contents Section I Important Notes, Contents and Definitions .......................................................................... 2 Section II Profile and Main Financial Indicators ................................................................................. 6 Section III Discussion and Analysis of the Management .................................................................... 9 Section IV Corporate Governance ..................................................................................................... 31 Section V Environmental and Social Responsibility ......................................................................... 35 Section VI Important Matters............................................................................................................. 37 Section VII Share Change and Shareholders ..................................................................................... 47 Section VIII Information on Preferred Shares ................................................................................... 54 Section IX Relevant Information of Bonds........................................................................................ 55 Section X Financial Report ................................................................................................................ 56 Section XI Other Reported Data ...................................................................................................... 211 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 originals of all the company documents publicly disclosed in newspapers designated by the CSRC during the reporting period and the original manuscripts of announcements. III. The original of the Semi-annual Report 2022 bearing the signature of the chairman. All the above documents are ready and complete, and are available for reference at the office of the Board of Directors of the Company. Definitions
Section II Profile and Main Financial Indicators I. Company information
1. Company's contact information Whether the Company's registered address, company office address and its postal code, company website and e- mail address have changed during the reporting period □ Applicable ? Not applicable The Company's registered address, company office address and its postal code, company website, and e-mail remain unchanged during the reporting period. For details, please refer to the Annual Report 2021. 2. Information Disclosure and Storage Location Whether information disclosure and storage place has changed during the reporting period □ Applicable ? Not applicable The name of the information disclosure newspaper selected by the Company, the website address designated by the China Securities Regulatory Commission to publish the semi-annual report, and the storage place for the Company's semi-annual report remain unchanged during the reporting period. For details, please refer to the Annual Report 2021. 3. Other relevant information Whether other relevant information has changed during the reporting period □ Applicable ? Not applicable IV. Main accounting data and financial indicators Whether the Company is required to retroactively adjust or restate the accounting data of previous years □ Yes ? No
□ 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 foreign 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. VI. Items and amount of non-recurring profits and losses ? Applicable □ Not applicable Unit: yuan
□ Applicable ? Not applicable None. Explanation of defining the items of non-recurring profits and losses 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 items of profits and losses □ Applicable ? Not applicable The items of non-recurring profits and losses 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 profits and losses by the Company. Section III Discussion and Analysis of the Management I. Main businesses during the reporting period (I) Main business and products 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, etc. 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. 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 source 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 IoT 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 Intelligent control of 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, display control, temperature control, and voice 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 customized services from the product concept, design, development to manufacturing and delivery for brand customers in the tool industry. The business covers the electric control, motor and battery, and the product forms include not only the controller, motor, battery pack BMS but also the module and the complete machine. 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, controllers, battery cells, battery management systems, battery packs, battery swap cabinets, PACK and motor control are provided for fields such as household energy storage, portable energy storage, energy storage of communication base stations, motorcycles and tricycles, other special vehicles, new energy vehicles and IoT. 2.4 Industry In the industrial control industry, the Company's main business includes R&D, production, sales of drive and control products with focus on special industrial intelligent control solutions. The Company mainly provides controllers, drives and motors for downstream automation equipment customers, which are widely used in 3C electronics, photovoltaic, battery, 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 The intelligent solution is the integrated intelligent solution of "innovative products + AIoT platform + customized service" for the "clothing, food, housing and transportation", "industry, catering, hotel, and park" and other scenarios with the Company's AIoT (Artificial Intelligence of Things) technology platform and intelligent product innovation capabilities as the core. (II) Industry situation 1. Basic situation trillion-dollar market, and its applications cover all walks of life, such as the household appliances, smart home, intelligent building, power tools, robots, industry and automation, automotive electronics, new energy and medical equipment. The intelligent controller, the main product of the industry, is a high-tech product produced with the automatic control technology and computer technology as the core, incorporating the sensor technology, microelectronic technology and power electronics technology and many other technical categories, and acting as the "nerve center" and "brain" in the industry. An intelligent and low-carbon society is the irresistible trend, with a long-term, continuous, wide-ranging and far-reaching change, which will deeply affect modern life and change the form of products. The industry is now at a crossroad of intelligence, scenario-based, green and low carbon. With the deepening of social intelligence, the continuous integration and development of intelligent control technology and 5G, IoT, artificial intelligence, cloud computing and other new technologies, the accelerated iteration of various products, the constant upgrading of the intelligence level, and the emerging of the new products, new formats and new models, more new opportunities will be created for the intelligent control products in various intelligent and low-carbon application scenarios such as clothing, food, housing and transportation, enterprises, cities, etc., making the intelligent controller industry highly prospective. 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 "four electrics and one network" (electric control, motor, battery, power supply and IoT 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. Core competitiveness analysis 1. 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. 2. 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. 3. 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. III. Main business analysis In the first half of 2022, the pandemic in many places in China repeated. In the first quarter, two waves of pandemics occurred in Shiyan Sub-district, Bao'an District, Shenzhen, where the Company's headquarters is located, affecting the production and operation to a certain extent. In the second quarter, the pandemic in Shanghai and its surrounding areas had a wider impact on customers in the Yangtze River Delta and on the semiconductor supply to varying degrees. Under the background of the state's policy of "Adopting vigorous measures to prevent import of cases and resurgence of infections" and implementing the scientific, accurate and dynamic zero-COVID policy, the Company's production and operation faced many external challenges, such as multiple difficulties in transportation, personnel, and materials. During the reporting period, all employees of the Company united sincerely, took the initiative and did their best to organize the resumption of work and production under the premise of ensuring safety. We took advantage of the production capacity layout in many places in China and overseas factories, to ensure the timely delivery of customer orders to the greatest extent by optimizing the allocation of production capacity and increasing the stocking of scarce materials. With the joint efforts of all Topband staff, the Company achieved operating incomes of 4.228 billion yuan during the reporting period, a year-on-year increase of 16.02%, and net profits of 247 million yuan attributable to shareholders of the listed companies, a year-on-year decrease of 42.43%, and net profits of 205 million yuan attributable to shareholders of the listed companies after deduction of non-recurring profits and losses, a year-on- year decrease of 35.99%. Among them, various indicators such as revenue and profit in the second quarter have been significantly improved compared with the first quarter. In the second quarter, the operating incomes increased by 26.37% from the previous quarter, and the net profit attributable to shareholders of the listed companies after deduction of non-recurring gains and losses reached 147 million yuan, an increase of 155% from the first quarter. (I) During the reporting period, the operating income was 4.228 billion yuan, a year-on-year increase of 16.02%. The main reasons are as follows: The future belongs to an intelligent society, and all walks of life need controllers for people's necessities. Secondly, the intelligent control industry is showing a trend of focusing on the head companies and transferring to a professional third party. During the reporting period, due to the impact of the pandemic, the Russian-Ukrainian war and the year-on-year base, the growth rate of the basic business (home appliances and tool units) slowed down. As the Company's growth business, the new energy unit achieved rapid growth. Overseas business progressed smoothly, and the proportion of export revenue increased to over 60% during the reporting period. New breakthroughs were made in each business segment in terms of product categories and customers. The business development in the first half of 2022 is as follows: (1) Tool unit: the Company's basic business unit. In the first half of 2022, the sales revenue reached 1.607 billion yuan, a year-on-year increase of 7.96%. The Company reserved a relatively rich product line in this unit, providing downstream customers with one-stop solutions covering controllers, motors, BMS, battery packs and complete machines. The focus of tool unit was mainly on power tools and garden tools, with a high downstream concentration. The world's top ten complete machine customers occupied the main market share, and companies from Europe and the United States accounted for a relatively high market share in the terminal market. During the reporting period, affected by the economic prosperity of Europe and the United States, the growth rate slowed down. In the medium and long term, the application scenarios of tools are increasing, and there is still plenty of room for improving the penetration rate in markets other than Europe and the United States. The industry will not change its continuous growth trend due to short-term factors such as the pandemic. With the increase in the rate of lithium battery and cordless application, and the increase in the volume of product platforms and leading customers, the Company's market share in this unit will further increase. (2) Home appliance unit: the Company's basic business unit. In the first half of 2022, the sales revenue reached 1.515 billion yuan, a year-on-year increase of 12.1%. The main reasons included the smooth development of big customers, the increase of the number and volume of customers,and the constant emergence of innovative products, e.g. the rapid growth of innovative intelligent devices, commercial air conditioning,frequency conversion air conditioning，kitchen appliances, purification products and service robots which opened up the growth space of the home appliance unit. For the traditional business, the Company will strengthen the ability to gain insight into market opportunities, deeply understand customer needs, improve its resource integration ability and internal operational efficiency, and strive for more orders to ensure its scale advantages. For innovative business, we will make use of the core advantages of technological innovation to incubate and market innovative products continuously so as to achieve both commercial success and rapid growth. (3) New energy unit: The Company's growth business. In the first half of 2022, the sales revenue reached 858 million yuan, a year-on-year increase of 61.23%. Focusing on energy storage, green commuting and other fields, the unit is higher than the overall growth rate of the Company. The Company's new energy business has rich product lines and diverse product forms. In the field of new energy, we can provide solutions for inverters, cells, battery management systems, battery packs, battery swap cabinets, PACK and other products and complete systems. Relying on years of technology accumulation and stable quality assurance, we can open the market quickly with the advantages of customized solutions. Due to the historical industry opportunity of low carbon plus the overseas energy shortage caused by war and severe weather, the overseas market demand for energy and household energy storage is rather strong in the first half of 2022, and it is expected thatthe trend of high growth will continue. (4) Industrial unit: In the first half of 2022, the sales revenue reached 135 million yuan, a year-on-year decrease of 18.82%. The Company mainly provides controllers, drives and motors for downstream automation equipment customers, which are widely used in 3C electronics, robots, medical device, photovoltaic equipment, semiconductor equipment, textile machinery, packaging machinery, etc. During the reporting period, the economic situation and pandemic had a certain impact on the demand of industrial automation industry. By adopting the strategy of focusing on key industries and key customers, the Company made breakthroughs in photovoltaic industries and other industries, with a small year-on-year growth of servo products. We are committed to helping automation equipment manufacturers improve equipment design performance, reduce equipment manufacturing costs, and speed up the development of new equipment. Benefiting from domestic substitutions and intelligent upgrading of factories, the unit will usher in a new boom cycle in the future. (5) Intelligent solutions: The intelligent solution is the integrated solution of "innovative products + AIoT platform + customized service" for the "clothing, food, housing and transportation", "industry, catering, hotel, and park" and other scenarios with the Company's AIoT (Artificial Intelligence of Things) technology platform and intelligent product innovation capabilities as the core. In the first half of 2022, the sales revenue reached 83 million yuan, a year-on-year increase of 5.04%. (II) During the reporting period, the net profits attributable to shareholders of the listed companies after deduction of non-recurring gains and losses reached 205 million yuan, a year-on-year decrease of 35.99%. The main reasons are as follows: 1. Supply-side impact: Material cost was an important part of the Company's main business cost. In 2021, due to the pandemic and other external influences, the cost of raw materials such as chips had risen sharply, and gradually stabilized in the first half of 2022, but the prices of imported semiconductors and transistors were at high level, without significant drop. In the first half of 2022, the external environment was turbulent. In order to ensure the safety of delivery, the Company reserved a certain amount of inventories, consumed some high-priced inventories in the second quarter and counted them into cost accordingly. During the reporting period, the integrated gross margin of products was 19.08%, an increase of 0.07 percentage points from the previous quarter and a year- on-year decrease of 5.04 percentage points. 2. Influence of equity incentive expenses: During the reporting period, the accrued equity incentive expenses increased by approximately 71 million yuan on a year-on-year basis. 3. Three period expenses (selling expenses, R&D expenses and management expenses): After the deduction of equity incentive expenses, the three expenses increased by about 150 million yuan year-on-year. The main reasons were that the Company's business was in a period of rapid development, requiring more R&D Investments on new projects. Meanwhile, under the development strategy of multi-regionalization and close customer relationship, overseas bases such as Romania and Mexico were still in the early stage of investment, as a result, selling expenses increased year-on-year. With the promotion of these strategies, the ability to serve customers nearby can be improved, and the impact of political risks such as trade wars and the pandemic on company operation can be also reduced. (III) During the reporting period, the net profits attributable to shareholders of the listed companies reached 247 million yuan, a year-on-year decrease of 42.43%. The main reasons are as follows: In addition to the above factors affecting the net profits attributable to shareholders of the listed companies after deduction of non-recurring gains and losses, the gain from fair value changes from external investment during the reporting period decreased by approximately 65 million yuan year-on-year. Year-on-year changes in key financial data Unit: yuan
□ Applicable ? Not applicable There was no significant change in the Company's profit composition or profit source during the reporting period. （未完）  |