[年报]歌尔股份(002241):2023年年度报告（英文版）
原标题:歌尔股份:2023年年度报告（英文版） March 2024 Annual Report 2023 Section Ⅰ Important Notes, Contents and Interpretations The Board of Directors, the Supervisory Board, directors, supervisors and senior management of the Company guarantee that the information presented in this report shall be together be wholly liable for the truthfulness, accuracy and completeness of its contents and free from false statement, misrepresentations and material omissions, and will undertake individual and joint legal liabilities. Jiang Bin, the person in charge of the Company, and Li Yongzhi, the person in charge of accounting and the accounting department (accounting supervisor) guarantee that the financial report in this annual report is authentic, accurate and complete. All directors have attended the board meeting to review the annual report. The future plans and some forward-looking statements mentioned herein are planned matters which shall not constitute a substantial commitment of the Company to investors. Both investors and relevant persons should understand the differences among plan, forecast and commitment. Please pay attention to investment risks. The Company faces the risks in market, operation and management. Investors are kindly reminded to pay attention to possible investment risks. For details, refer to "Section III Management Discussion and Analysis, XI Outlook for the Future Development of the Company" in this report. The profit distribution proposal considered and approved by the Board of Directors is as follows: based on the total share capital registered on the record date of equity distribution minus the repurchased shares in the Company's specific securities repurchase account, the Company will distribute cash dividend of RMB 1.00 (tax inclusive) for per 10 shares to all the shareholders. There will be no bonus shares or conversion of capital surplus into share capital. Contents Section Ⅰ Important Notes, Contents and Interpretations ............................................................ 2 Section Ⅱ Company Information and Financial Highlights .......................................................... 7 Section III Management Discussion and Analysis ............................................................................ 11 Section IV Corporate Governance ........................................................................................................ 41 Section V Environmental and Social Responsibilities ................................................................... 69 Section VI Important Matters ................................................................................................................ 72 Section VII Share Changes and Shareholder Information .............................................................. 83 Section VIII Preference Shares .................................................................................................................. 91 Section IX Bonds ......................................................................................................................................... 92 Section X Financial Report .................................................................................................................... 93 Directory of Reference Files (1) Financial statements with signatures and seals of the legal representative, the person in charge of accounting and the person in charge of accounting department (accounting supervisor); (2) The originals of 2023 annual report signed by the legal representative of the Company; (3) The originals of the auditor's report with the seal of accounting firm and the signature and seal of the certified public accountants; (4) The originals of all company documents and announcements publicly disclosed in media designated by China Securities Regulatory Commission (CSRC) during the reporting period. Interpretations
1.In this report, any difference between the sum of some amounts and the sum of detailed items is due to rounding. 2.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. Section Ⅱ Company Information and Financial Highlights I. Company Information
Accounting firm engaged by the Company
? Applicable ? Not applicable The financial advisor engaged by the Company to perform continuous supervision during the reporting period ? Applicable ? Not applicable Ⅵ. Key Accounting Data and Financial Indicators Whether the Company performed a retrospective adjustment or restatement of previous accounting data ? Yes ? No
years, or the latest auditor's report indicated that there was uncertainty about the Company's ability to continue as a going concern. ? Yes ? No Indicate whether the lower of the net profit before and after non-recurring gains and losses was negative. ? Yes ? No Ⅶ. Differences in accounting data between domestic and overseas accounting standards 1. Differences in net profits and net assets in the financial reports disclosed according to International Financial Reporting Standards and China Accounting Standards ? Applicable ? Not applicable During the reporting period, there is no difference in net profits and net assets in the financial reports disclosed pursuant to International Financial Reporting Standards and China Accounting Standards. 2. Differences in net profits and net assets in the financial reports disclosed according to overseas accounting standards and China Accounting Standards ? Applicable ? Not applicable During the reporting period, there is no difference in net profits and net assets in the financial reports disclosed pursuant to foreign accounting standards and China Accounting Standards. Ⅷ. Key Quarterly Financial Indicators Unit: RMB
semi-annual reports ? Yes ? No Ⅸ. Non-recurring Gains and Losses ? Applicable ? Not applicable Unit: RMB
Mainly tax benefits and investment income from certificates of deposits and other products Description of defining the non-recurring profit and loss items, which are listed in Explanatory Announcement No. 1 on Information Disclosure for Companies with Public Offerings of Securities as recurring profit and loss ? Applicable ? Not applicable The Company did not classify any item of the non-recurring profit and loss items listed in the Explanatory Announcement No. 1 on Information Disclosure for Companies with Public Offerings of Securities as recurring profit and loss in the reporting period. Section III Management Discussion and Analysis Ⅰ. The situation of the industry during the reporting period During the reporting period, the Company's main business is categorized into the industry of the manufacturing of computer, communication, and other electronic devices, and is divided into three product segments: precision component, smart audio device and smart hardware. The Company mainly focuses in consumer electronics and automotive electronics industries, and provides a wide range of products including acoustics, optics, microelectronics and structural precision components, as well as smart hardware products such as virtual reality (VR)/mixed reality (MR)/augmented reality (AR) products, TWS smart earphones, smart wearable devices, gaming console and accessories, and smart home products. The Company serves the global leading clients in the technology and consumer electronics industry with vertically integrated product solutions of precision components and smart hardware, as well as R&D and manufacturing services. In the mobile era, where smartphone was considered as a core hardware, a large number of well-known enterprises in technology and consumer electronics industry had emerged worldwide thru the integration of hardware devices, software content and innovative applications, and drove the whole industry to achieve significant growth and development through a long period of time. In recent years, the pace of innovation on smartphone hardware and software, as well as the growth of smartphone market size, were both slowed down. The consumer electronics industry gradually stepped into the post-mobile era, and new kinds of smart hardware products have become the primary growth driver of hardware market in the industry. The integration of smart hardware and advanced technologies as AI, 5G, intelligent sensing and interaction, software algorithms and others has created a large amount of new application scenarios and market demands, and further promoted the development of smart hardware products. In recent years, we have seen remarkable development in AI in particular. The large language models (LLMs) had made significant strides in 2023 and brought unprecedented impact to many fields including science, technology, art, education, and entertainment. The development of AI is expected to create more software applications and use cases for smart hardware products, which will help the development of these products in long term. According to IDC, due to many unfavorable factors such as the weak global economic recovery, intensified geopolitical conflicts, and inadequate demand from end-users, the global smartphone shipments fell to 1.17 billion units in 2023 (-3.2% YoY). The slowdown of the innovation in both smartphone hardware technology and software application scenarios also impacted the market demand of related precision components. In 2023, the market performance of smart hardware products was varied. According to Canalys, global shipments of smart wearable products reached about 186 million units (+2% YoY). Global shipments of TWS earphones reached about 295 million units (+2.4% YoY). The market for smart wearable products and TWS earphones continued to grow steadily, despite weak consumer demand. Along with the development of technologies such as intelligent interaction and health monitoring, and the expansion of application scenarios, the market size of these products is expected to further grow in the future. VR, MR, and AR products remained the most popular directions in the consumer electronics industry in 2023. According to IDC, global shipments of VR, MR, and AR products totaled approximately 6.7 million units (-23.5% YoY). The VR and MR industries saw a decline in shipments in the short term, due to insufficient consumer demand and inadequate software content. However, there were many exciting things happened in the industry. On one hand, with the advancement of technologies like image sensing and spatial computing, mainstream VR products commonly integrated hardware and software content to support MR applications. The boundaries between VR and MR are further blurred, and MR products have become the mainstream of the market. On the other hand, many leading consumer electronics companies released new MR products or announced plans to develop Metaverse related products in 2023, which shows that the whole industry considers it as an important product direction and continuously promotes the development. Meanwhile, the market for AR products continues to grow rapidly and the hardware technologies are maturing. The potential integration of AR and AI has attracted the attention and investment of industry-leading companies. The development of VR, MR, and AR products will also further promote the development of related technologies and components, such as micro displays, optical components, sensors, etc. The government attaches great importance to the development of the Metaverse industry. In September 2023, the Ministry of Industry and Information Technology (MIIT) and four other ministries jointly issued the "Three-Year Action Plan for the Innovative Development of the Metaverse Industry (2023-2025)". The plan further clarifies the principles, goals, key tasks, and supporting measures for the development of Metaverse industry, which is expected to continuously promote the healthy development of the industry. The Company will seize the new industrial opportunities in the post-mobile era, such as new smart hardware products, AI, and Metaverse. The Company will continuously consolidate the core competitiveness based on existing advantages, expand the business of new smart hardware products and related precision components, and actively engage in new product directions to support the long- term and healthy development of the company's business. From the perspective of the industry competition, the global technology and consumer electronics industries still show a centralized trend. Top enterprises with strong competitiveness and brand awareness demonstrate competitive advantages by possessing a large amount of technologies, talents, funds, brands and industrial ecosystem resources, keep investing in the field of smart hardware and AI, and continuously lead the product and technology innovation in the industry. From the perspective of industry supply chain, on one hand, China still has advantages in terms of political/economic environment, infrastructure, industrial completeness, talent resources, and other aspects. The overall competitiveness of electronic manufacturing enterprises in China is improving, and continuously fulfill the demands of the global supply chain. On the other hand, considering the complicated international political and economic environment, these enterprises need to prudently tackle the challenges of setting up a global supply chain layout. II. The Company's main business during the reporting period The Company serves the global leading clients in the technology and consumer electronics industry with vertically integrated product solutions of precision components and smart hardware, as well as R&D and manufacturing services. The Company's main business divides into three product segments: precision component, smart audio device and smart hardware. The precision components business focuses on acoustics, optics, microelectronics, structural components, and other precision components. The products include micro speakers/receivers, speaker modules, haptic components (actuators), wireless charging components, antenna, MEMS sensors, microsystem modules, VR/MR optical components and modules, AR optical components, micro/nano optical components, 3D structured light modules, AR optical engine modules, AR HUD modules, precision structural components, etc. The above products are widely used in a variety of consumer electronics, including smartphones, tablets, smart wireless earphones, VR, MR, AR, smart wearables, smart homes, and automotive electronics. Smart audio device business focuses on providing products related to audio, voice interaction, AI, and other technologies, such as wireless earphones (TWS), wired/wireless earphones, smart speakers, etc. Smart hardware business focuses on providing products related to entertainment, health and home security. The main products include VR, MR, AR, smart wearable products, gaming consoles and accessories, smart home products, etc. The Company continued to explore automotive electronics business opportunities during the reporting period and made progress in the fields of car sensors, optical components and modules of AR HUD, etc. The Company has innovative competitive advantages in the fields of acoustics, optics, MEMS microelectronics and precision manufacturing, and owns a great amount of intellectual property rights in the field of precision components. The Company has accumulated rich experience in products and projects by cooperating with industry-leading clients in the field of smart audio device and smart hardware through "ODM", "JDM" and other business modes. During the reporting period, the Company maintained strong, long-term cooperative relationships with leading clients in the global technology and consumer electronics industry. As a result, the Company has been highly recognized by global clients for its product solutions and services, and remains the industry-leading manufacturer in the fields of micro speakers, MEMS microphones, MEMS sensors, VR/MR products, TWS, smart wearable products, gaming console and accessories, etc. In the fourth quarter of 2023, the Company acquired 100% of the equity of Uphoton Technology (Shaoxing) Co., Ltd. This acquisition will further strengthen the Company's position in the fields of micro/nano optical components, projection/display modules, and 3D sensing technology. It will also effectively improve the Company's comprehensive competitiveness in the field of precision optics and support the long-term development of the Company's optical business. During the reporting period, the global economic was in a weak recovery, and many major countries raised the interest rates, which suppressed the demand of consumer electronics products worldwide. For some smart hardware products, the shipment in the reporting period was lower than expected, and brought negative impacts to the Company's revenue and profitability. The Company also has experienced a short-term sales structure change caused by the rapid revenue growth of some lower-margin projects, which impacted the Company's overall gross margin. Due to the combined effects of the above factors, the Company's revenue and net profit experienced a decline in the reporting period. However, the Company's core competitiveness and industry position remain strong. The management and all employees are committed to seize the opportunities of the recovery of the consumer electronics industry and the development of new smart hardware products, to strive to improve the Company's operating performance in the near future, as well as to pursuit a long-term, sustainable development of the Company. During the reporting period, the Company won multiple honors, including being ranked the 4th in the 2023 Top 100 Electronic Components Enterprises of China, 15th in the 2023 Top 100 Competitive Enterprises in China's Electronics Information Industry, 55th in the 2023 Top 500 Private Enterprises in China's Manufacturing Industry, 86th in the 2023 Top 500 Private Enterprises in China, and held the position of executive member company of China Information Technology Industry Federation. Ⅲ. Analysis of Core Competitiveness 1. Industry-leading precise and intelligent manufacturing capabilities In technology and consumer electronics related fields, the Company has been widely recognized for precision manufacturing capabilities and obtains great reputation. Relying on the core capabilities and long-term experience in the field of precision manufacturing, the Company has continuously improved the processing accuracy, efficiency and quality of precision components and smart hardware products. The Company has in-house development capabilities of various core raw materials, and the Company adopted multiple advanced processes and technologies such as ultra-high-precision mold, high-precision metal/non-metal processing, ultrasonic technology and laser technology, to build industry-leading precision manufacturing capabilities in the production of precision optical components, MEMS sensors, microsystem modules and precision structural parts, thus ensuring the delivery of the products with high precision, high efficiency and high quality. The Company, based on the capacities of advanced equipment development and flexible automation production, actively explores the intelligent manufacturing mode for upgrading and develops the Goertek Production System (GPS). In the fields of automation, machine vision and AI related to intelligent manufacturing, the Company has built a future-oriented core capability of intelligent manufacturing by continuing investing in independent R&D, introducing global advanced technologies, core equipment and best practice experience for system integration, thus improving the manufacturing in all aspects through the application of information, automation, artificial intelligence and other technologies. The Company promotes the transformation of its manufacturing to a more digitalized, connected, intelligent, and service-oriented model, and to build the core capabilities of future-oriented intelligent manufacturing. 2. Multi-technologies integration platform and strong team of R&D personnel The Company has established a product R&D and manufacturing platform integrating materials, structures, electronic circuits, software algorithms, wireless communication, advanced technology, testing, automation and other technologies. Through cross-domain technology integration, the Company provides clients with advanced and systematic solutions for precision components and smart hardware products. The Company attaches great importance to the integration and cultivation of outstanding talents in the fields of acoustics, optics, microelectronics, wireless communication, precision manufacturing, automation, and other sectors around the world. The Company has set up a team of technical personnel with profound technical strength and rich experience in product projects, and has made a long-term cooperation with many well-known universities and scientific research institutions, such as Tsinghua University, Peking University, Shandong University, Southeast University, University of Science and Technology of China, Xiamen University, and Changchun University of Science and Technology, which forms an open and comprehensive technology R&D platform in support of continuous innovation and R&D of technologies and products. During the reporting period, the Company applied for 3,003 patents, including 2,249 invention patents. A total of 2,185 patents has been granted, including 1,394 invention patents. As of December 31, 2023, the Company has totally applied for 32,209 patents, including 4,031 foreign patent applications and 17,896 invention patents applications; a total of 19,905 patents have been granted, including 6,809 invention patents. 3. Continuous strategic innovation and transformation, and stable high-value client resources Facing the complex macroeconomic situation of domestic and overseas, the management of the Company actively carries out strategical innovation and transformation. While continuing to consolidate the core competitive advantages in conventional business, the Company firmly grasps the innovation opportunities of next-generation smart hardware products in the technology and consumer electronics industry. Relying on the high-value client resources and good client relationships worldwide, the Company, oriented by the market and technology, continues to explore new business growth opportunities in the fields of consumer electronics and automotive electronics. The Company optimizes the allocation of strategical resource, supports strategical product development, continues strengthening and further utilizing the client resource advantages by closely following the world-class clients, in an effort to transform the needs of high- value clients into an inexhaustible driving force for the Company's sustainable development. 4. Excellent core management team Although the Company experiences a rapid and sound development, the core management team keeps a steady and efficient style as always. Facing the challenges and demands of smart hardware products in the post mobile era such as rapid development, high quality, high precision manufacturing, short delivery cycle and complex client certification process, the core management team promptly responses to the market and makes changes and innovations continuously, to keep and enhance the Company's capabilities of strategic management, operation, R&D, precision and intelligent manufacturing. The Company attaches importance to and promotes the internationalization, specialization and rejuvenation of its core management team, and actively brings in senior management talents and professionals from many international leading enterprises. At the same time, the Company has strengthened the echelon of its talent team, more and more young talents grow up into the Company's core management team through training and practice. The Company builds a management team with both experience and vitality that continues to promote the Company's stable and fast development in the future. IV. Analysis of Main Business 1. Overview In 2023, the global economic recovery was weak and the international environment was unusually complex. China's economy also faced many challenges and difficulties including the insufficient consumer demand. Despite the severe and complex environment, China withstood external pressure and overcame internal difficulties, and successfully achieve the main economic and social development goals. In the reporting period, facing the challenges of a sluggish consumer electronics industry, weak market demand and slower-than- expected development of the smart hardware products, the management and all employees had worked diligently and successfully completed the main business goals in business expansion, project delivery and operation improvement. The Company continued to uphold its product strategy of "Precision Components + Smart Hardware", and to serve leading clients in the global technology and consumer electronics industries. The Company continued to promote the business development of precision components such as acoustics, optics, microelectronics, and structural parts, as well as smart hardware businesses including VR, MR, AR, smart wireless earphones, smart wearable devices, and smart home products. Meanwhile, the Company had also made meaningful progress in the automotive electronics business. In the field of smart manufacturing, the Company was actively engaged in the development of the Goertek Production System (GPS), a future-oriented intelligent manufacturing model with Goertek characteristics, which will help the Company to further consolidate its core competitiveness as a manufacturing enterprise. During the reporting period, the Company's management team took effective measures to overcome the negative impact of the business fluctuations of a particular product project in 2022, and took it as an opportunity to continuously improve its client-oriented awareness and client service capabilities. These efforts above have achieved positive results in 2023. In terms of internal management, the （未完）  |