[中报]拓邦股份(002139):2023年半年度报告（英文版）
原标题:拓邦股份:2023年半年度报告（英文版） August 2023 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, Luo Muchen, 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 this Semi-annual Report was scrutinized. Forward-looking statements such as future plans and development strategies covered in the Report involve uncertainty, so they do not represent the Company's profit forecasts, nor are they regarded as the substantive commitment to investors. The Company is not faced with significant risks affecting its financial position and sustainable profitability, but may be with such risks as a decline in market demand due to the domestic and international macroeconomic downturn, technology upgrading, intensified competition in the industry, fluctuations in the prices of raw materials and fluctuations in exchange rates. For more detailed risk information, please see "Risks faced by the Company and countermeasures" in Section III of the Report. Investors are kindly requested to be alert to investment risks. The Company plans not to pay cash dividend, to issue bonus shares, or to increase the share capital by capital reserve. 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. Contents Section I Important Notes, Contents and Definitions .......................................................................... 2 Section II Company Profile and Primary Financial Indicators ............................................................ 6 Section III Management Discussion and Analysis ............................................................................. 10 Section IV Corporate Governance ..................................................................................................... 37 Section V Environmental and Social Responsibility ......................................................................... 43 Section VI Important Matters............................................................................................................. 45 Section VII Share Change and Shareholders ..................................................................................... 56 Section VIII Information on Preferred Shares ................................................................................... 62 Section IX Relevant Information of Bonds........................................................................................ 63 Section X Financial Report ................................................................................................................ 64 Section XI Other Reported Data ...................................................................................................... 208 Directory of documents for future reference I. Accounting statements containing the signatures and seals of the legal representative, the finance chief 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 2023 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. Interpretations
Section II Company Profile and Primary Financial Indicators I. Company profile
1. Contact information of the Company Whether the registered address, office address and its postal code, website, e-mail address and other information of the Company have changed during the reporting period □ Applicable ? Not applicable There was no change in the registered address, office address and its postal code, website, e-mail address and other information of the Company during the reporting period. For details, see the Annual Report 2022. 2. Information disclosure and storage place Whether the information disclosure and storage locations of the Semi-annual Report have changed during the reporting period □ Applicable ? Not applicable There was no change in the website of the stock exchange and the name and website of the media for disclosure of the Company's Semi-annual Report, as well as the location where the Company's Semi-annual Report is available during the reporting period. For details, see the Annual Report 2022. 3. Other relevant information Whether other relevant information of the Company 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 Reasons for retrospective adjustments or restatements Accounting policy changes
Changes in the accounting policies adopted by the Company during the reporting period: The Ministry of Finance released and implemented the Circular on Issuing Interpretation No. 16 of Accounting Standards for Business Enterprises (hereinafter referred to as "Interpretation No. 16") on November 30, 2022, in which, the requirement on the "accounting practice for deferred income taxes related to assets and liabilities generated by individual transactions which shall not be exempted from initial confirmation" shall be implemented from January 1, 2023.If, at the beginning of the earliest period of the financial statements to which the Interpretation No. 16 applies for the first time, taxable temporary differences and deductible temporary differences arise from lease liabilities and right-of-use assets recognized as a result of a single transaction to which the Interpretation No. 16 applies, as well as from recognized projected liabilities related to abandonment obligations and related assets, the Company will adjust the cumulative effects to the opening retained earnings and other related financial statement items in the earliest period for which the financial statements are presented in accordance with the provisions of the Interpretation No. 16 and those of the Accounting Standards for Business Enterprises No. 18 - Income Taxes. V. 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 at the same time □ 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 Overseas Accounting Standards and those disclosed in accordance with PRC GAAP during the reporting period. VI. Items and amount of non-recurring profit and loss ? Applicable □ Not applicable Unit: RMB
□ Applicable ? Not applicable None. 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 Profit and Loss as recurring profit and loss items □ Applicable ? Not applicable There is no such situation 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 Profit and Loss as recurring profit and loss items in the Company Section III Management Discussion and Analysis I. Main business engaged by the Company during the reporting period (I) Primary business and products of the Company The Company's primary business is the R&D, production, and sales of intelligent control system solutions, i.e., with the "electronic control, motor, battery, power source and IoT platform" technology of electric control, motor, battery, power supply, and Internet of Things platform as the core, providing a variety of custom solutions for household appliances, tools, new energy, industrial, intelligent solutions, and other industries. The Company is a global leader in intelligent control solutions for the household appliance and tool industries and an innovation leader in the new energy, industrial and intelligent solution sectors. 1. The Company's core technology: "electronic control, motor, battery, power source and IoT platform" 1.1 Electronic control technology. The electrical control technology is the core of a microelectronic computer to achieve intelligent control technology, involving sensing, power electronics, signal processing, communication, interactive, power and energy conversion, electromagnetic compatibility, and many other technical fields. The Company has formed hundreds of electronic control technology platforms, which can completely cover the needs of products in five major industries. 1.2 Motor technology. Motor technology converts electrical energy into kinetic energy. The Company has formed dozens of advanced motor technology platforms focusing on such products as coreless motors, brushless DC motors (BLDC), stepper motors and servo motors. Among them, the Company is at the leading level in the field of tool motors and motion control in China. Motion control refers to the real-time control of the position, speed and direction of mechanical moving parts, so that they move following the expected trajectory and the specified movement parameters. A motion control system generally consists of HMI, controller, drive, motor and other components. It is a core component of intelligent manufacturing equipment, the prerequisite and foundation for realizing intelligent manufacturing. 1.3 Battery technology. Battery technology is the technology where energy is stored and managed. Its core technologies include battery material application, cell design and manufacturing, and battery system integration. Battery material application technologies include positive and negative electrode materials, electrolytes, diaphragms, and other related application technologies; cell design and manufacturing include electrochemical architecture design and manufacturing process technologies such as coating, laminating/winding, and forming; battery system integration consists of 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 equalization. The technology spans multiple fields of material science, electrochemistry, electronics, and control engineering. After years of accumulation, the Company has formed a complete design, development customization, and production technology capability from cell technology (CELL) and battery management technology (BMS) to battery pack (PACK) and EMS (Energy Management System). 1.4 Power source technology. Power technology is an electrical energy conversion technology that safely, efficiently, and intelligently transforms the front-end input into the required output for the load. The Company has various analog power supply, switching power supply, and digital power supply technology platforms with different power levels and types. It can provide charging, inverter, and various customized power supply and charging pile solutions. 1.5 IoT platform. The IoT platform is a collection of the sensing layer, connection layer, and application layer technologies, mainly including connection management, device management, and applications. The Company has formed a complete technical capability from IoT module and intelligent terminal to APP and PaaS IoT cloud platform. It has developed solutions for more than ten business scenarios. 2. The Company's main products: customized system solutions for five major industries, i.e., household appliances, tools, new energy, industrial, and intelligent solutions. 2.1 Intelligent control of household appliances The Company provides a range of customized products and services, from product concept, design, and development to manufacturing and delivery for branded customers in the household appliance industry. The products are mainly involved in controller and motor categories, including home appliance master control, power control, motor drive and control, display control, etc. The products are mainly used in various fields, such as HVAC, kitchen appliances, cleaning appliances, health care, lighting, and intelligent home. 2.2 Intelligent control of tools The tool industry mainly includes power, garden, and other professional tools. The Company provides customized products and services, from concept, design, and development to manufacturing and delivery for branded customers in the tool industry. The Company's lines of business cover electronic control, motor, and battery, and its products include controller, motor, and BMS, as well as modules and complete units. 2.3 New energy The new energy business mainly focuses on two major application areas: small and medium-sized energy storage and new energy vehicles. Small and medium-sized energy storage service providers: Provide customers with components and system solutions with its independent and controllable cells, BMS, PCS and EMS (1C3S) core technology in the field of household energy storage, portable energy storage, communication base station energy storage and industrial and commercial energy storage. Core component supplier for new energy vehicles: Based on the "electronic control, motor, battery, power source and IoT platform" technology, the Company provides customized solutions of charging equipment and intelligent controllers for new energy vehicles, other special vehicles, and E-bikes. 2.4 Industrial control In the industrial sector, the Company's main business covers the R&D, production, and sales of control, drive, motor and other products, provision of PLCs, motion control cards, stepper/servo drives, motors, and other core components for downstream automation equipment customers, as well as provision of motion control solutions based on the industry processes. In the industrial automation sector, stepper and servo drives are widely used in 3C electronics, PV, batteries, medical equipment, semiconductor equipment, and other sub-sectors. We are to helping automation equipment manufacturers improve equipment design performance, reduce equipment manufacturing costs, and accelerate the development of new equipment. In the robotics sector, the Company's coreless motors are used in the electric jaws of industrial robots and other medium- and high-end applications, characterized by high precision and high cost performance, with a strong overload capacity, high energy conversion efficiency, a lightweight design and other strengths. The servo drive system is applied in the industrial robots, such as multi-joint, SCARA robots, with high stability, ease of use, compatibility and other strengths. 2.5 Intelligent solutions The Company's intelligent solutions take AIoT (Artificial Intelligence Internet of Things) technology platform and intelligent product innovation capabilities as the core, and target at "medical, food, housing and transportation", "industry, catering, hotels, parks", and other sub-segment scenarios. We grasp the new opportunities of intelligent upgrade, data collection and analysis, human-machine interaction and intelligent manufacturing, and actively integrate into the mainstream IoT ecosystems, including Matter, so as to provide customers with integrated intelligent solutions of "innovative products + AIoT platform + customized services". (II) The industry in which the Company operates 1. Basic situation of the industry The intelligent control industry to which the Company belongs is promising from the long run, with trillion- dollar markets. Applications cover all walks of life, mainly in household appliances, smart homes, intelligent buildings, power tools, robots, industrial automation, automotive electronics, new energy, medical equipment and other sectors. Main intelligent controllers in the industry are high-tech products that take automatic control and computer technologies as the core and integrate sensing, microelectronics, power electronics, and many other technology categories. They play the role of "nerve center" and "brain" in various kinds of systems. The future will be intelligent and low-carbon, and being intelligent and low-carbon will be a long-term and sustained reform with wide-ranging and far-reaching impact. It deeply affects the modern life while changing the product forms. The industry is full of historic opportunities for intelligent, scenario-based, green and low-carbon products. With more application of the intelligent products, the continued integration and development of intelligent control technology and 5G, IoT, AI and cloud computing, and other new technologies, accelerated iteration of all kinds of products, constantly increased intelligence, and the emergence of new products, new forms, and new modes, more new opportunities will be available to intelligent control products in the medical, food, housing, transportation, enterprises, cities and other intelligent and low-carbon applications, making the intelligent controller industry more promising. 2. Position in industry As a global leading provider of intelligent control solutions, the Company focuses on intelligent control, upholds the value of "Agile Innovation Partner", and drives its development through technological innovation. At present, we have established the "electronic control, motor, battery, power source and IoT platform" comprehensive technology system, and provide customized intelligent control solutions for downstream customers in the household appliance, tool, new energy, industrial, and intelligent solution industries. With the three unique capabilities of "platform-based technology innovation capability, partner-based customer service capability, and systematic rapid response capability" as the core, the Company has been forging ahead and established close partnerships with many leading customers in the industry. The Company is now a leader in intelligent control solutions for the household appliances and tools and an innovation leader in the new energy and industrial sectors. II. Analysis of core competitiveness 1. Platform-based technology innovation capability. The Company takes technology as the gene of enterprise development and considers innovation as the core competence of the Company. The Company has the industry-leading platform technology innovation capability, forming a complete technology platform covering various core technology areas of intelligent control integration solutions. The Company has the ability of deep understanding of various control mechanisms, independent implementation, and continuous innovation, covering the core technologies of intelligent control algorithm, motor control, lithium battery, sodium battery, sensing, human-machine interaction, image recognition, digital power supply, embedded software, temperature control, heating, and cooling, etc. In addition, the Company has a rich product line that forms many product platforms. Each core product platform has been verified in mass production to ensure quality and reliability. We can quickly provide customers with high-quality, differentiated custom solutions to meet their needs. In addition, the Company has the industry's unique "controller + motor + battery + power supply" total solution capability, with the ability to continuously develop innovative solutions in new categories, which can help customers innovate in the competition to win. In addition, the Company has the industry's unique "controller + motor + battery + power" total solution capability, with the ability to continuously develop innovative new category solutions, which can help customers in the competitive innovation to win. 2. Partnership customer service capability. The Company values long-term development, takes value co-creation and value win-win as the development concept, and develops long-term partnership with customers. Supported by platform-based technology innovation capability, the Company continues to gain insight into customer needs, creates in-depth co-creations with customers, establishes organizational customer relationships, and builds partner-based customer service capabilities. Based on multi-region layout, the Company has established international production bases mainly covering Pearl River Delta, Yangtze River Delta, Southeast Asia, North America, and Europe. It also establishes international operation centers to improve its ability to serve nearby through management capabilities, resource allocation and other aspects. A number of overseas offices have been set up for close cooperation with customers. The Company has established close partnerships with excellent customers at home and abroad in various business areas. Based on long-term cooperation and mutual development, we have formed a good image and brand reputation in the industry, widely recognized and generally praised by our customers. 3. Systematic rapid response capability. As intelligent technology evolves and uncertainty increases, the pace of global innovation iteration is accelerating, and companies increasingly need to be more agile in their operations to serve their customers. Based on a deep understanding of the intelligent control business, the Company has created a strong platform system from the implementation of IPD ideas in the R&D and design process, the core customer ISC changes in the supply chain system, the laboratory and quality assurance system, and the intelligent manufacturing platform system to build a customer-centric process-oriented organization, internalizing the Company's superior capabilities into agile operational capabilities, and the agile system will further strengthen the Company's advantages, and the two form a mutually reinforcing and virtuous development, thus achieving sustainable, high-quality growth. III. Analysis of main business Overview In the first half of 2023, the global economy as a whole recovered moderately. In the second quarter, the domestic economy recovered at a slow pace, but worldwide inflationary pressures, Russia-Ukraine conflict, and the Fed's interest rate hike still persist, resulting in insufficient economic growth driving forces. After the panic stockpiling in the past few years, some industries are still making efforts to realize de-stocking in the first half of 2023, and the overall progress of de-stocking becomes slower subject to the slowdown of the economy. The Company upholds the business philosophy of "long-term development" and has a deep base of leading customers. In addition, with technological innovation, product strength and enhanced internal operational capabilities, the Company consolidates cooperation with leading customers for a higher market share. During the reporting period, the Company increased its investment in international business and enhanced its global delivery capability to provide customers with more agile, efficient and secure delivery. The Company's basic, growing business, and innovative businesses together develop steadily and have resilience. The Company adheres to the innovation-driven strategy, continues to expand the application of "electronic control, motor, battery, power source and IoT platform" core technology and product platform in the industry, and maintains the promising application of intelligent control in a number of sectors to reduce the cyclical impact of a single downstream market in the industry. With the upcoming end of the Fed's interest rate hike, and the fall of the U.S. overall and core PCE inflations, the real estate gradually picks up to promote the rise in demand for related consumer durables; in addition, with the increased income of Chinese residents, moderate push of policies, and the fall of inventories, the economy and end demand began to improve. In the intelligent society, AI will be widely used, and intelligent controllers will have more powerful intelligence and self-learning capabilities, better adapt to user needs, and provide a more intelligent control experience. Based on data collection, analysis, and utilization, big data is expected to drive intelligent decision-making and innovation. With the development of IoT technology and the rise of smart homes, smart industries and other fields, a variety of devices and systems are connected through the Internet to form a huge network, realizing intelligent interoperability and collaboration between devices. All aspects of the production process can be realized through automation and intelligent technology for higher production efficiency and quality. The intelligent society will bring historic opportunities to the intelligent control industry, so we remain firmly optimistic about the continued growth of the industry. In the efforts of all the staff of Topband, during the reporting period, the Company achieved revenue of RMB 4.256 billion, up 0.67% YoY, net profit attributable to shareholders of listed companies of RMB 258 million, up 4.62% YoY, and net profit attributable to shareholders of listed companies after non-recurring profit and loss of RMB 254 million, up 24.07% YoY. In particular, the revenue and net profit in Q2 improved significantly compared with Q1.Specifically, the revenue in Q2 amounted to RMB 2.261 billion, up 13.34% compared with Q1, and the net profit attributable to the parent company after non-recurring gains and losses amounted to RMB 163 million, up 78.28%. (I) During the reporting period, the revenue amounted to RMB 4.256 billion, up 0.67% YoY. The Company's business development in the first half of 2023 is as follows: 1. Tools: according to Frost & Sullivan, the global tool market experienced steady growth from 2018 to 2022, with the market size growing from USD 82 billion to USD 103 billion, and a compound annual growth rate (CAGR) of 5.9% from 2018 to 2022. However, due to the overspending and hoarding of tool products in 2021, the market demand for tool products slowed down in 2022, and the de-stocking continued in the industry to the first half of 2023.As the Company's basic business segment, tools created sales revenue of RMB 1.62 billion in the first half of 2023, up 0.83% YoY. The Company has been added to the supplier list of a number of leading customers in the tool field. We provide a wide range of technology and product platforms, involving power tools, outdoor garden tools and cleaning supplies, and lead the transformation of the industry for electrified and cordless products. We provide downstream customers with one-stop solutions including controllers, motors, battery packs, and complete units. With the further recovery of the global economy, the supply chains become more stable, and the de-stocking is intensified in supermarkets, with further electrification and cordless reform in the tool industry. The size of the global tool market is expected to reach USD 131 billion in 2027, with a CAGR of 4.7% compared with 2023. In the mid-and-long term, the tools can be applied in more and more scenarios. There is still much room for increasing the penetration rate of our products in the market outside Europe and the United States, and the growth of the Company's product platforms and leading customers' growth in size will help further increase the Company's market share in this segment. 2. Household appliance: In the short term, although inflationary pressures, slow recovery of real estate sales, and other factors still persist, China's residents have become more and more willing to consume and the market confidence has gradually rebounded from the beginning of this year. In the first half of the year, the export growth rate of household appliances turned positive, and the recovery of demand for household appliances became a clear trend. The rigid demand for household appliances rose first, and the demand or different categories of household appliances are recovering at different paces. As the Company's basic business segment, household appliance created sales revenue of RMB 1.5 billion categories on the basis of the original dispersed categories. In particular, the sales of air conditioner and washing machine in large appliances are growing faster; superior categories such as smart bathrooms, thermostats, wall-hung stoves, personal care, and other products have achieved rapid growth; new air fryers, electric grills, and other categories are growing faster. Induction cookers, coffee makers, and other traditional small household appliances categories declined slightly. In the mid-and-long term, overseas demand is resilient, with great potential for development in Asia- Pacific, the Middle East, Latin America, and other emerging markets. The trend of domestic consumption upgrade remains unchanged. Small electrical appliances for kitchens, care, cleaning, and other purposes continue to be launched, and the domestic sales are expected to achieve faster growth. The Company has been engaged in the household appliance sector for many years, and the products supplied have been enriched, including the initial controllers to the power modules, screen display control, voice interaction, thermostats and other categories, as well as the new categories such as household appliances, general household appliances, commercial and other fields, with new businesses developed continuously. In recent years, the Company's market share in terms of European, American, and Japanese household appliance customers is increasing, and the original disadvantage of a low share of large customers in the household appliance segment will gradually be transformed into a business growth advantage. As the Company's basic business segment, household appliances are expected to maintain a stable growth trend together with growth in the industry in the future. 3. New energy segment. The Company's new energy business is mainly based on the "1C3S" technology, currently focusing on two major areas: energy storage and new energy vehicles. As the Company's growing business, the new energy segment created sales revenue of RMB 914 million in the first half of 2023, up 6.56% YoY, higher than the Company's overall revenue growth. Energy storage is a fast-growing emerging sector. With the advancement of low-carbon society, the market demand for renewable energy increases, accompanied by rapid industry development and intensified cost competition. In the face of changes in supply and demand in the industry, the Company has actively responded to with many actions. Externally, the Company strengthens cooperation with strategic customers, accelerates the utilization of business opportunities, and expands the international market; internally, it strengthens capability building, firmly believes in the direction of business development without being afraid of market fluctuations and environmental impact, and improves its capabilities in proactive planning of products, including the planning of products' market competitiveness and of the cost competitiveness. By improving production by increasing technological innovation, we enhance product competitiveness. New products such as energy storage inverters, sodium-ion batteries, industrial and commercial energy storage solutions, and optical storage and charging machines continued to emerge during the reporting period. In terms of brands and market shares, the Company launches independently controllable component products, independent brand products and all-in- one products in parallel, and actively expands the application of household, industrial and commercial storage products in Europe, America, Asia, South Africa, West Africa, and other countries, accommodating the differentiated needs of different types of customers, such as machine factories, operators, and government agencies. In terms of new energy vehicles, the Company focuses on charging equipment, thermal management, light- duty power exchange solutions and other key directions, and makes full use of its advantages in control technology and system solutions. With the rapid development of new energy vehicles, existing charging piles need to be updated and more new charging piles are in demand. The new power infrastructure with extra high voltage and charging piles as the representatives is in the peak of construction, and the industry will start a new round of growth period. In the charging scenario, the Company has expanded from controller products to mode- 2 AC charging gun, mode-3 fixed, wall-mounted AC charging pile, integrated DC fast charger and other unit categories, accommodating the charging demand of new energy vehicles at the domestic and international markets. The Company also develops TOG (such as traffic investment and urban investment) customers to undertake charging pile and integrated operation projects. 4. Industrial control segment created sales revenue of RMB 137 million in the first half of 2023, up 1.03% YoY. The Company mainly provides downstream automation equipment and industrial robotics customers with PLCs, motion control cards, stepper/servo drives, motors, and other core components, as well as supporting motion control solutions based on the industry process. These products are widely used in 3C electronics, （未完）  |