[年报]环旭电子(601231):2023年年度报告（英文版）
原标题:环旭电子:2023年年度报告（英文版） Convertible Bond Code:113045 Abbreviated Name: USI Convertible Bond Universal Scientific Industrial (Shanghai) Co., Ltd. 2023 Annual Report Note: This Report has been prepared in both Chinese and English. Should there be any discrepancies or misunderstandings between the two versions, the Chinese version shall prevail. Important Notice I. The Board of Directors, the Board of Supervisors, directors, supervisors and senior management of the Company hereby assure that the content set out in the annual report is truthful, accurate and complete, and contains no misrepresentations, misleading statements or material omissions, and are individually and collectively responsible for the content set out therein. II. All directors attended the Board of Directors meeting. 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 approved by the Board of Directors Regarding its profit distribution plan for 2023, USI is going to distribute a cash dividend of RMB 2.70 (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 capital reserve into share capital, and all the remaining undistributed profits were 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 2023 was deliberated and approved at the Tenth Meeting of the Sixth Session of the Board of Directors of the Company, and it still needs to be deliberated at the Company's 2023 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. Others √Applicable □ Not Applicable Contents Section I Definitions .................................................................................................................................. 5 Section II Company Profile and Key Financial Indicators ................................................................... 7 Section III Management Discussion and Analysis ............................................................................... 12 Section IV Corporate Governance ........................................................................................................ 50 Section V Environmental and Social Responsibility ............................................................................ 83 Section VI Major Events ........................................................................................................................ 93 Section VII Changes in Shares and Information of Shareholders .................................................... 120 Section VIII Information on Preferred Shares .................................................................................. 130 Section IX Information on Bonds ........................................................................................................ 131 Section X Financial Statements ........................................................................................................... 135
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
bonds, the sponsor will continue to perform its responsibility of continuous supervision over the use of the raised funds. 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 Revenue during the reporting period decreased by 11.27% YoY, mainly because (1) following changes in the global economy and end market demand, communications products and consumer electronics products experienced a YoY decrease in revenue due to sluggish demand; (2) cloud and Storage products experienced a significant YoY decline due to structural adjustments in product demand; (3) automotive electronics products and medical electronics products continued to grow YoY, mainly due to the Company's expansion of new customers and increased customer demand. Net profit attributable to shareholders of the listed company decreased by 36.34% YoY during the reporting period, which was mainly due to the decrease in the Company's revenue in 2023, as well as the impact of the increase in the material cost rate and the decrease in exchange-related gains, and therefore the decrease in operating profit and net profit exceeded the decrease in revenue. Net profits attributable to shareholders of the listed company net of non-recurring gains/losses for the reporting period decreased by 40.90% YoY, and the main reason is that due to the decrease in the net profit of the Company in 2023, as well as the increase in the realized gains from financial assets and government grants received, the amount of non-recurring gains and losses for the period increased by 239.12% YoY. 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 2023
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 significant amount of extraordinary gain or loss items identified by the Company but not listed in the “Explanatory Announcement No.1 for Public Company Information Disclosures –Extraordinary Gains or Losses”, and recurring gain or loss items identified by the Company which are listed as extraordinary gain or loss items in the “Explanatory Announcement No.1 for Public Company Information Disclosures – Extraordinary Gains or Losses”. □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 USI is a global leader in electronic design and manufacturing as well as a leader in the field of SiP (System- in-Package) technology. The Company has 30 production and service locations across four continents of 2 Asia, Europe, Americas, and Africa, and offers customer diversified electronic products with D(MS) product services: Design, Manufacturing, Miniaturization, Industrial software and hardware Solutions, and material procurement, logistics and maintenance Services. (I) An overview the Company's performance in 2023 In 2023, the global demand for electronic products went down, the supply chain was in the de-stocking stage, the external operating environment deteriorated compared to 2022, and the Company's revenue in 2023 decreased by 11.27% YoY. In response to the trend of global supply chain restructuring and economic and trade regionalization, the Company continued to invest in overseas production capacity and operating costs increased, in addition, factors such as supply chain cost-cutting pressure and changes in the exchange rate of RMB to USD also contributed to the YoY decline in the Company's gross profit margin and operating profit margin in 2023. The Company realized operating profit of RMB 2.18 billion in 2023, a decrease of 37.08% YoY, resulting in a corresponding decrease in total profit and net profit attributable to shareholders of the listed company. (II) Changes in revenue The Company realized total revenue of RMB 60.79 billion in 2023, down 11.27% from the previous year. Specifically, the revenue of medical electronics increased by 85.98% YoY; the revenue of automotive electronics increased by 10.18% YoY; the revenue of communication electronics decreased by 14.93% YoY; the revenue of consumer electronics decreased by 11.39% YoY; the revenue of industrial electronics decreased by 5.68% YoY; the revenue of cloud and storage decreased by 23.07% YoY. Changes in revenue by product category reflect changes in the global economy and end-market demand. Communications products and consumer electronics products experienced a YoY decrease in revenue due to sluggish demand; cloud and storage products experienced a significant YoY decline due to structural adjustments in product demand; automotive electronics products and medical electronics products continued to grow YoY, mainly due to the Company's expansion of new customers and increased customer demand. (III) Changes in expenses and profits Affected by the increase in material cost rate and the decrease in exchange-related gains, the Company's gross profit margin in 2023 was 9.63%, a decrease of 0.86 percentage points YoY, and the operating profit margin was 3.58%, a decrease of 1.47 percentage points YoY, and the Company achieved an operating profit of RMB 2.18 billion in 2023, a decrease of 37.08% YoY. The Company strengthened cost control in 2023 and its total sales expenses, administrative expenses, R&D expenses and financial expenses in 2023 added up to RMB 3.60 billion, down RMB 196 million or 5.17% YoY. Among them, administrative expenses decreased by RMB 206 million, or 14.52% YoY; R&D expenses decreased by RMB 227 million, or 11.17% YoY; selling expenses increased by RMB 44 million, or 13.6% YoY, mainly due to the increase in the global sales layout after the epidemic; and financial expenses increased by RMB 193 million, a large YoY increase, mainly due to the YoY decrease in net foreign currency exchange gains and the increase in foreign currency borrowing costs in 2023. Affected by the YoY decline in operating profit, the Company realized total profit of RMB2.19 billion in 2023, a YoY decrease of 37.03%, and net profit attributable to shareholders of the listed company of RMB1.95 billion, a YoY decrease of 36.34%. (IV) Key results of work in 2023 1. Continuous investment in overseas production capacity The Company's global manufacturing footprint continued to expand in 2023 with a new plant in Poland and a second plant in Mexico, which is expected to be put into operation in mid-2024. In October 2023, the Company successfully completed a transaction to acquire the automotive wireless business of TE Connectivity, a significant milestone in the Company's growth strategy. In 2023, the Company established a "Digital Transformation Center" to promote the optimization of global operation management processes, in order to integrate global operation capabilities, match the Company's globalization process, and enhance the efficiency and competitive advantage of "global platform, localized service". 2. Prudent inventory control and sound operation In 2023, the electronics industry chain is still in a downward economic cycle. Affected by the slowdown in demand growth in the post-epidemic era, the destocking of the supply chain is slower than expected. The Company actively controls inventory, which was reduced from RMB 10.9 billion at the end of 2022 to 8.3 billion yuan at the end of 2023, and the amount of working capital occupied has been significantly reduced. 3. Accelerated promotion of intelligent manufacturing The Company's core business is to provide high-efficiency, high-quality electronic manufacturing services. The Company has deployed smart lights-out factories and is committed to developing a more comprehensive "Industry 4.0" smart manufacturing blueprint, covering product design, production and manufacturing, supply chain management and other aspects. In 2023, the lights-out factory of Shanghai Zhangjiang Factory will be upgraded to a new scale, with the number of robot arms expanded by 2.5 times, integrating Industry 4.0, artificial intelligence, war room, automatic guided vehicle (AGV), automated material handling system (AMHS), intelligent warehousing, automatic scheduling, remote control and data collection, provide customers with the most advanced intelligent manufacturing solutions. 4. ESG performance hits another milestone The Company adheres to the sustainable development strategy of "low-carbon, circular, inclusive, and collaborative" and is committed to practicing social responsibilities and pursuing sustainable development in which the environment, society and governance coexist and prosper. With a total score of 90 in the 2023 S&P Global Corporate Sustainability Assessment (CSA), the Company achieved the highest CSA score out of 451 companies assessed in the Electronic Equipment, Instruments & Components Industry and was recognized in the S&P Global Sustainability Yearbook for the third consecutive year. II. Industry of the Company during the reporting period (I) Basic situation of the industry The EMS industry mainly provides integrated solutions such as design, engineering development, raw material procurement, manufacturing, testing, logistics, and after-sales service for various electronic products and equipment. Main product areas involved in EMS mainly include 3C (i.e. Computer, Communication, Consumer Electronics), cloud, artificial intelligence, automobile, industrial, medical, transportation, energy, aerospace and other fields, among which consumer electronics occupies the most important share. The growing demand for smart phones, smart wearable devices, XR (Virtual Reality, Augmented Reality and Mixed Reality) devices, computers, computing power and cloud, smart home, smart cabin and other products has driven the rapid development and continuous upgrading of chips, storage, electronic components, modules and smart manufacturing. China has the largest market share and the most competitive supply chain in the global EMS industry. The demand for nearshoring and friend-shoring outsourcing in the global supply chain is increasing rapidly, promoting the industry to invest in expanding production capacity in Mexico, Southeast Asia, India, Eastern Europe and other regions, and also driving the transfer of production capacity in the upstream supply chain. In the future, the industry will also continue to improve in such aspects as production capacity scale and industrial chain clustering. (II) Industry characteristics and development trends 1. The industry has a large overall scale, with high industry concentration and fierce competition According to industry statistics, the global EMS industry had a market size of approximately USD 724 billion and high industry concentration in 2023, with top ten global manufacturers accounting for more than 70% of the total revenue. The industry-leading enterprises have accumulated rich customer resources and industry experience, developed strong supply chain management capabilities and bargaining power, have a large scale of assets and revenues, and thus maintain a stable leading position. In general, electronic products were still in the destocking stage of the supply chain in 2023, and inflation in major economies and US dollar interest rate hikes had a negative impact on industry demand. Meanwhile, in the context of global supply chain restructuring and economic and trade regionalization, Chinese mainland's EMS industry and upstream supply chain were facing more challenges. In addition, technological progress continues to promote the upgrading and iteration of electronic products and equipment. Enterprises in the industry have been under great operating pressure for a long time, such as product innovation, quality improvement, cost reduction and efficiency improvement, and continuous investment. Enterprises need to work hard to develop new products and incremental customer demand, enhance design and development capabilities, refine processes, improve intelligent manufacturing and research and development (R&D) capabilities, increase customer stickiness, and offer more added value of products. 2. Technological innovation empowers consumer electronics to upgrade (1) “AI +” products Currently, AI has become the focus of the industry and is widely considered to be another foundational technological milestone for mankind after steam engines, internal combustion engines, electricity, semiconductors and information technology. It has become a consensus that AI empowers all walks of life. Through AI empowerment or "AI+", consumer electronics products are expected to achieve new breakthroughs in terms of optimizing interaction methods, improving usage efficiency, and enhancing original functions. In addition, driven by the need for data security and cost reduction, the deployment of AI models has begun to move from the cloud to mobile terminals and edge terminals. Well-known consumer electronics brands and some new brands have launched "AI+" consumer electronics products, such as the Galaxy AI Phone released by Samsung, which uses locally running generative artificial intelligence models to provide features including Live Translate, Note Assist and Photo Assist, so that users can complete tasks through simple interaction with the phone, which previously required complex tools and operations. Products such as AI PC, AI Pin, and Rabbit R1 launched on the market have also attracted widespread attention from consumers. In the future, using AI-enabled core terminal devices such as mobile phones and computers in daily life scenarios such as home, work, and travel, people can seamlessly connect and interact in real time with smart wearable devices (such as Smart Watch, TWS, XR, etc.) and smart IoT devices in home and office scenarios (such as home appliances, furniture, office equipment, etc.) with the help of new-generation communication technologies featuring high bandwidth, low latency, and easy access, such as WiFi 7, UWB, and mmWave. Based on Artificial Intelligence of Things (AIoT), AI can actively perceive and analyze consumer needs in real time, and collaborate with electronic devices to provide more convenient and efficient services. (2) XR devices In recent years, the concept of metaverse has attracted much attention. Following this trend, many companies in gaming, technology, and Internet industries have entered the VR industry, and AR and MR head-mounted display devices have been innovating and rolling out new products. In 2023, Apple released the smart head-mounted display device Vision Pro, and launched a new Vision OS ecosystem with "Spatial Computing" as the core, which allows users to interact with the device using "eye movement" plus "hand gesture" control methods, and brings a refreshing audio-visual experience through 4K Micro OLED screens and spatial audio. Vision Pro leads the innovative iteration of XR devices, and draws the market attention to the release of new products in the form of AR Glasses. 3. Demand for AI computing power and data exchange surges ChatGPT has set off an AI craze. Since 2023, accelerated iterations of large generative AI models, increasingly higher demand for large AI model training and inferencing, and oversubscription of GPU chips and AI servers have all driven the growing demand for edge servers. Edge servers can process and analyze data in real time on AI-based terminals, reducing data transmission delays and costs, improving response speed, and reducing risks during data transmission. In addition to computing power, AI large models require more efficient and lower-latency data transmission and exchange, thus promoting the upgrade of network infrastructure and driving the growth of demand for hardware products such as high-speed optical fiber networks, high-speed optical modules, HBM, high-speed network cards and switches, heat dissipation and server cooling systems. 4. Automotive electronics maintains growth potential In the future, cars will become a "mobile smart space" for people to travel while meeting the needs of leisure, working, audio and video entertainment, etc. Smart cabins and autonomous driving will continue to be upgraded and iterated. Meanwhile, the penetration rate of automobile electrification will continue to increase. In consideration of production costs, car running costs and market demands, users can choose battery electric vehicles (BEV), hybrid electric vehicles (HEV), plug-in hybrid electric vehicles (PHEV), hydrogen fuel cell vehicle (FCV) and other differentiated solutions. According to market forecast data, the sales volumes of global new energy vehicles (xEV) grew by 37% year-on year in 2023, in which the growth rate of HEV and PHEV sales volume reached 50%, higher than that of BEV. It is expected that from 2023 to 2026, the sales volume of new energy vehicles will grow at a CAGR of 25%, in which the sales volumes of HEV will have a CAGR of 33%. （未完）  |