[年报]环旭电子(601231):环旭电子股份有限公司2022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2022年年度报告（英文版） Convertible Bond Code: 113045 Abbreviated Name: USI Convertible Bond Universal Scientific Industrial (Shanghai) Co., Ltd. 2022 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.
III. Deloitte Touche Tohmatsu Certified Public Accountants LLP has issued a standard unqualified audit report for the Company. IV. Jeffrey Chen, person in charge of the Company, Tan-Yang Liu, person in charge of accounting, and Yuh-Huah Chern, 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 2022, USI is going to distribute a cash dividend of RMB 4.30 (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. In case of any change in the total share capital of the Company and the number of shares in its buy-back securities account prior to the record date for implementing the plan, the cash dividend per share shall remain unchanged, and the total amount of cash dividend shall be adjusted accordingly. The Company's Profit Distribution Plan for the 2022 was deliberated and approved at the 22th meeting of the fifth session of the Board of Directors of the Company, and it still needs to be deliberated at the Company's 2022 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 shareholder or other related parties 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 .................................................................................... 10 Section IV Corporate Governance ............................................................................................................ 45 Section V Environmental and Social Responsibility ................................................................................ 68 Section VI Major Events ........................................................................................................................... 78 Section VII Changes in Share Capital and Information of Shareholders ................................................ 104 Section VIII Related Information of Preferred Stocks ............................................................................ 112 Section IX Related Information of Bonds ............................................................................................... 113 Section X Financial Statements .............................................................................................................. 116
Section I Definitions I. Definitions In this report, the following terms shall have the following meanings unless the context otherwise
Section II Company Profile and Key Financial Indicators I. Company Profile
II. Contact
III. Basic Information
IV. Information Disclosure and Place at Which the Report Is Available
V. The Company's Stocks
VI. Other Related Information
VII. Key Accounting Data and Financial Indicators in the Past Three Years (I) Key accounting data
(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 During the reporting period, the net profit attributable to shareholders of the listed company increased by 64.69% YoY, and the earnings per share and return on net assets both significantly increased YoY. During the reporting period, the net cash flow from operating activities significantly increased YoY, mainly due to the increase in revenue and gross profit margin and the normal collection of receivables. 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 2022
Explanation for differences between the quarterly data and formerly disclosed data in periodic reports □ Applicable √Not Applicable X. Non-recurring profit or loss √Applicable □ Not Applicable
Explanations for the Company’s extraordinary gain or loss items as defined in the “Explanatory Announcement No.1 for Public Company Information Disclosures –Extraordinary Gains or Losses”, and the extraordinary gain or loss items as illustrated in the “Explanatory Announcement No.1 for Public Company Information Disclosures –Extraordinary Gains or Losses” which has been defined as its recurring gain or loss items. □ Applicable √Not Applicable XI. Items Measured at Fair Value √Applicable □ Not Applicable
XII. Others □ Applicable √Not Applicable Section III Management Discussion and Analysis I. Discussion and Analysis of Corporate Operations The Company realized total revenue of RMB 68.52 billion in 2022, up 23.90% from RMB 55.30 billion in 2021. The Company achieved an operating profit of RMB 3.46 billion in 2022, an increase of 62.34% from RMB 2.13 billion in 2021; a total profit of RMB 3.48 billion, an increase of 62.57% from RMB 2.14 billion in 2021; net profit attributable to shareholders of the listed company of RMB 3.06 billion, an increase of 64.69% from RMB 1.86 billion in 2021; net profit attributable to shareholders of the listed company after deducting non-recurring gains and losses of RMB 3.01 billion, an increase of RMB 1.32 billion from RMB 1.70 billion in 2021, a YoY increase of 77.58%. 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. Electronic manufacturing services mainly include 3C (i.e. Computer, Communication, Consumer Electronics) products, industrial, automobile, medical, transportation, energy, aerospace and other fields, among which consumer electronics occupies an important position. The growing demand for smart phones, smart wearable devices, XR devices, computers and cloud, smart home and other products has driven the rapid development and continuous upgrading of chips, storage, electronic components, modules and smart manufacturing. China has the world's largest market share and the most competitive supply chain in the electronics manufacturing service industry. As the demand for “glocalization” continues to increase, low-cost manufacturing regions such as Southeast Asia, Mexico, and Eastern Europe are gradually heating up, and production capacity is growing rapidly. (II) Industry characteristics and development trends 1. The industry has a large overall scale, with high industry concentration and fierce competition In 2022, the industrial scale of the global EMS industry has exceeded USD 720 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 so as to increase product added value. 2. "AI+" powers 3C product intelligence and subversive innovation 5G has ushered in the era of "Internet of Everything". The implementation and promotion of new technologies and products are expedited such as cloud computing, AI, Internet of Things, smart wearables, and XR. The application depth and breadth of intelligent interactive products are continuously expanding, including smartphones, smart wearable devices, XR equipment, automotive electronics, and computers. 3C product innovation is the incremental demand that attracts most attention in the electronics manufacturing service industry. Intelligence, a main feature of the next generation 3C products, will introduce the "Internet+" era to the "AI+" era, and "AI+" will lead the intelligence and the subversive innovation of 3C products. The realization of intelligent 3C products requires stronger chip computing power, higher transmission speed, lower latency and higher reliability. The rapid development of advanced chipmaking process leads to the progress of computing power, and the processing capabilities of "cloud" and "end" devices are continuously strengthened to meet the increasingly high requirements of AI for computing power. At the same time, with the continuous growth of AI, cloud computing and metaverse, cloud related business of technology giants continues to expand in scale, and the investment in cloud infrastructure continues to increase, which also leads to accelerated growth in demand for servers, switches, and storage-related electronic products. The constant upgrading of communication technology strengthens the "cloud-to-end" and "end-to-end" transmission capabilities, which better meet the needs of future large-volume data transmission and real-time interaction, and empower AI through data transmission to realize 3C product intelligence. With the gradual application and promotion of new-generation communication technologies such as Wi-Fi 6E, Wi-Fi 7, millimeter waves, and low-earth orbit satellite communications, they are integrated with 5G and even 6G networks, and, by using edge computing and artificial intelligence technologies, achieve intelligent management and optimized network resources, potentially expected to build an integrated communication network with seamless global coverage of land, sea and air space. 3. "Carbon neutrality" promotes the rapid growth of electric vehicles and energy storage In the global context of “carbon neutrality”, the sales volume of electric vehicles has greatly increased and the proportion of electric vehicles in the global sales of new vehicles will continue to grow rapidly. As the demand for automotive electronics related to electric vehicles has surged, the upgrading of technologies such as intelligent cockpit and ADAS has accelerated, and the proportion of manufacturing service outsourcing has increased. The energy storage industry has also benefited from the global demand for "carbon neutrality" with its prosperity rising continuously. (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, China and the Chinese mainland. At present, China, Southeast Asia, India, Mexico, Eastern Europe have become the regional centers of low-cost manufacturing in the EMS industry, and the current demand for "glocalization" services has increased significantly. Low-cost manufacturing areas require a relatively complete supply chain system in which upstream and downstream companies cooperate and form an industrial cluster. Component companies sell their products to terminal assembly companies, and after the assembly is completed, the terminal products are directly sold to downstream brand companies for global sales. 3. Seasonal characteristics of industry operation Affected by traditional consumption patterns, orders from consumer electronics brand customers tend to concentrate in the second half of the year, resulting in certain degree of seasonality in the shipment and revenue of the EMS industry. The first and second quarters of each year are the traditional off-season, while the third quarter is start of peak season of sales, the fourth quarter is the peak season of shipment. (IV) Competitive position of the Company in the industry The Company is a world-renowned manufacturer in the EMS industry. In 2021, USI ranked 12th 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 As a world-leading D(MS)2 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 and Services among the D(MS)2, 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-level packaging (SiP) module, system-level Internet of Things (IoT) module, IoT module, low-power consumption telecommunication module, enterprise-level wireless router, 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. With the continuous development of "Metaverse" related fields, the Company will also continue to deploy SiP modules in XR smart head-mounted display devices, including Wi-Fi modules and multi-functional SiP modules. In addition to smart wearable SiP modules, consumer electronics products also involve video devices, connection devices, mainly including X-Y bar control board, miniLED display control, timing control board, smart stylus, electromagnetic sensing board, etc. 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), smart handheld device (SHD) and industrial control panel. 4. Cloud and storage products On the market of 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 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. The motherboards manufactured by the Company are widely used in cloud computing, data centers, edge computing and other fields. The Company continues to introduce new generation technologies such as DDR5 and PCIe-G5 with the service model of Join Design Manufacture (JDM). 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 Fiber Optic 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 manufacturing services and hardware design, product verification and customized development of production and test platform services; the switches and host channel adaptor products are must-have devices for enterprises, institutions, computing and data center. 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. USI's automotive electronic products mainly include power modules, power inverters, BMS, On-Board Charger, electronic pumps, domain controllers, vehicle NAD modules, LED lights, ADAS-related controllers, other body controllers, etc. Following the development trend of “electrification, intelligence, and connectivity” in automotive electronics, the Company focuses on “electrification” and invests heavily in research and development of power modules, power inverters, BMS, On-Board Charger and other automotive power products to serve power chip manufacturers, Tier 1 suppliers and OEMs; at the same time, the Company takes into account “intelligence” and “connectivity”, and expands new products and businesses in the fields of smart cockpits, ADAS, and vehicle communications. 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. SiP module is based on heterogeneous integration technology, which integrates chips and passive components of different processes into one module, effectively reducing the area of functional modules, improving the efficiency of circuit system, and ensuring 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. 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 （未完）  |