[年报]巨星科技(002444):杭州巨星科技股份有限公司2024年年度报告（英文版）
原标题:巨星科技:杭州巨星科技股份有限公司2024年年度报告（英文版） Hangzhou Great Star Industrial Co., Ltd. 2024 Annual Report 2025-004 April 2025 2024 Annual Report Section I Important Notice, Table of contents and Definitions The Board of Directors and the Board of Supervisors of the Company and its directors, supervisors and senior management hereby warrant that the information contained in this annual report is true, accurate and complete without any fictitious records, misleading statements or material omissions, and severally and jointly assume legal responsibility thereof. Qiu Jianping, person in charge of the Company, and Ni Shuyi, person in charge of accounting and person in charge of the accounting department (Accounting Officer), have declared that they warrant the truthfulness, accuracy and completeness of the financial statements set out in this annual report. All directors of the Company were present in person at the Board of Directors' meeting for the review of this Report. Forward-looking statements including future plans involved in this Report do not constitute the Company's substantive commitments to investors. The investors and those who are interested are advised to pay attention to relevant risks and understand the difference between plans, projections and commitments. The Report has described the Company's risk factors that may exist in its operations in detail in "Section III Discussion and Analysis of the Management, (XI) Prospects for the Company's Future Development: Potential Risks". Please pay attention to the relevant contents. The Company will not distribute cash dividend, issue bonus shares or transfer capital reserve into share capital. Table of Contents Section I Important Notice, Table of contents and Definitions .....................................................................2 Section II Company Profile and Key Financial Indicators ......................................................................... 11 I. Company Information ........................................................................................................................ 11 II. Contact persons and contact methods ............................................................................................. 11 III. Information Disclosure and Place for Inspection ..........................................................................12 IV. Changes in Registration Information .............................................................................................12 V. Other Relevant Information ..............................................................................................................12 VI. Major Accounting Data and Financial Indicators ........................................................................13 VII. Difference in Accounting Data under Domestic and Overseas Accounting Standards ................................................................................................................................................14 VIII. Key Financial Indicators by Quarter ..........................................................................................14 IX. Items and Amounts of Non-recurring Gains and Losses ..............................................................15 Section III Discussion and Analysis of the Management ............................................................................17 I. Industry Overview During the Reporting Period ............................................................................17 II. Principal Business of the Company during the Reporting Period ................................................17 III. Core Competencies ..........................................................................................................................18 IV. Analysis of Principal Business .........................................................................................................19 V. Analysis of Non-principal Business ...................................................................................................57 VI. Analysis of Assets and Liabilities ....................................................................................................57 VII. Analysis of Investment Status ........................................................................................................62 VIII. Sale of Major Assets and Equity ..................................................................................................76 IX. Analysis of Major Holding and Equity Participation Companies ...............................................76 X. Structural Subjects Under Control of the Company ......................................................................78 XI. Prospects for the Company's Future Development .......................................................................78 XII. Activities Involving Hosting Research, Communication, Interviews, etc. in Reporting Period ....................................................................................................................................80 XIII. Formulation and Implementation of Market Capitalization Management System and Value Enhancement Plans .................................................................................................81 XIV. Implementation of the "Quality & Returns Enhancement" Action Plan .................................82 Section IV Corporate Governance ................................................................................................................83 I. Basic Status of Corporate Governance .............................................................................................83 II. Independence of the Company from Controlling Shareholders and Actual Controllers in terms of Company Assets, Personnel, Finances, Organizations, and Operations ...............................................................................................................................................84 III. Horizontal Competition ...................................................................................................................85 IV. Description of Annual and Extraordinary General Meetings Held During Reporting Period ....................................................................................................................................85 V. Directors, Supervisors and Senior Management Personnel ...........................................................86 VI. Performance of Duties by Directors during the Reporting Period ............................................101 VII. Performance of Committees under the Board of Directors During the Reporting Period ..................................................................................................................................103 VIII. Performance of Board of Supervisors .......................................................................................107 IX. Employees .......................................................................................................................................107 X. Profit Distribution of the Company and Transfer of Capital Reserve into Share Capital ...................................................................................................................................................109 XI. Implementation of the Company's Equity Incentive Plan, Employee Stock Ownership Plans or Other Employee Incentive Measures ............................................................... 110 XII. Development and Implementation of the Internal Control System During the Reporting Period .................................................................................................................................. 110 XIII. The Company's Management and Control over Subsidiaries During the Reporting Period .................................................................................................................................. 110 XIV. Internal Control Evaluation Report or Internal Control Audit Report ................................. 111 XV. Correction of Issues Identified by Self-Inspection in the Corporate Governance Special Operation for Listed Companies ............................................................................................ 113 Section V Environmental and Social Responsibility ................................................................................. 114 I. Major Environmental Protection Issues ......................................................................................... 114 II. Social Responsibility........................................................................................................................ 114 III. Consolidating and Expanding Achievements in Poverty Alleviation and Rural Revitalization ........................................................................................................................................ 115 Section VI Significant Matters .................................................................................................................... 116 I. Fulfillment of Commitments ............................................................................................................ 116 II. Non-operational funds occupied by controlling shareholders and other related parties of the listed company ...............................................................................................................141 III. Illegal external guarantee ..............................................................................................................141 IV. Explanation of the Board of Directors on the Last "Non-standard Audit Report" ..................................................................................................................................................141 V. Explanation of the Board of Directors, the Board of Supervisors and independent directors (If Any) on the "Non-standard Audit Report" of the accounting firm in the current reporting period ................................................................................................................141 VI. Notes on changes in accounting policies and accounting estimates and correction of major accounting Compared to the previous year's financial report .......................141 VII. Notes on changes in the scope of consolidated financial statements compared to the previous year's financial report ....................................................................................................142 VIII. Employment and dismissal of accounting firm ........................................................................142 IX. Potential delisting situation after disclosure of annual report ...................................................143 X. Matters related to bankruptcy reorganization..............................................................................143 XI. Major litigation and arbitration matters .....................................................................................143 XII. Punishment and rectification .......................................................................................................145 XIII. Integrity of the Company, its controlling shareholders and actual controller ......................145 XIV. Significant Related-party Transactions .....................................................................................145 XV. Material contracts and their performance ..................................................................................147 XIII. Other Major Issues .....................................................................................................................150 XIV. Significant Matters of Subsidiaries of the Company ................................................................151 Section VII Changes in Shares and Information about Shareholders .....................................................152 I. Changes in shares ..............................................................................................................................152 II. Issue and Listing of Securities ........................................................................................................155 III. Shareholders and the actual controller ........................................................................................155 IV. Implementation progress of share repurchase during the reporting period .............................161 Section VIII Preferred Shares .....................................................................................................................163 Section IX Securities ........................................................................................................ 错误!未定义书签。 Section X Financial Report ..........................................................................................................................164 I. Audit Report ......................................................................................................................................164 II. Financial Statements .......................................................................................................................168 III. Basic Information of the Company ..............................................................................................213 IV. Bases for Preparing the Financial Statements .............................................................................213 V. Significant Accounting Policies and Accounting Estimates ..........................................................213 Vi. Taxes .................................................................................................................................................234 VII. Notes to the Consolidated Financial Statements Items .............................................................238 IX. Changes in the scope of consolidation ..........................................................................................315 X. Interests in other entities .................................................................................................................320 XI. Government grants ........................................................................................................................323 XII. Risks related to financial instruments ........................................................................................324 XIII. Fair value disclosure ...................................................................................................................329 XIV. Related party relationships and transactions ............................................................................330 XV. Commitments and contingencies .................................................................................................337 XVI. Events after the balance sheet date ............................................................................................338 XVII. Other Significant Matters .........................................................................................................338 XVIII. Notes to the Principal Items in the Financial Statements of the Parent Company ...............................................................................................................................................339 XIX. Supplementary Information .......................................................................................................353 Documents for Future Reference I. Financial Statements with the signatures and seals of the person in charge of the Company, person in charge of accounting and person in charge of the accounting department of the Company. II. Original Audit Report bearing the seal of the accounting firm and signatures of the CPAs who have performed the audit. III.. All of the originals of the Company's documents and original drafts of the Company's announcements as disclosed in the newspaper designated by China Securities Regulatory Commission (CSRC) in the reporting period. Definitions
Section II Company Profile and Key Financial Indicators I. Company Information
Accounting firm engaged by the Company
□ Applicable √ Not Applicable Financial consultant engaged by the Company for providing continuous supervision and guidance during the reporting period □ Applicable √ Not Applicable VI. Major Accounting Data and Financial Indicators Whether the Company needs to make retrospective adjustment or restatement of the accounting data for prior years □ Yes ?No
The lower of the Company's net profit before and after deducting non-recurring gains and losses for the most last three fiscal years was negative, and the most recent audit report indicated uncertainty regarding the Company's ability to continue as a going concern □ Yes ?No The lower of net profit before and after deducting non-recurring gains and losses □ Yes ?No VII. Difference in Accounting Data under Domestic and Overseas Accounting Standards 1. Differences of net profit and net assets disclosed under International Accounting Standards (IFRS) and Chinese Accounting Standards (CAS) in the financial reports □ Applicable √ Not Applicable There were no differences of net profit and net assets disclosed under International Accounting Standards (IFRS) and Chinese Accounting Standards (CAS) in the financial reports of the Company during the reporting period. 2. Differences of net profit and net assets disclosed under overseas accounting standards and Chinese Accounting Standards (CAS) in the financial reports □ Applicable √ Not Applicable There were no differences of net profit and net assets disclosed under overseas accounting standards and Chinese Accounting Standards (CAS) in the financial reports of the Company during the reporting period. VIII. Key Financial Indicators by Quarter Unit: RMB
indicators disclosed in the Company's previously released quarterly or interim reports □ Yes ?No IX. Items and Amounts of Non-recurring Gains and Losses √ Applicable □ Not Applicable Unit: RMB
The Company has no other gain or loss items that fall into the category of non-recurring gains and losses. Notes for the situation that the non-recurring gain or loss items as illustrated in the Explanatory Announcement No.1 on Information Disclosure for Companies Offering Their Securities to the Public – Non-recurring Gains or Losses are defined as recurring gains or losses □ Applicable √ Not Applicable None of non-recurring gain or loss items as illustrated in the Explanatory Announcement No.1 on Information Disclosure for Companies Offering Their Securities to the Public – Non-recurring Gains or Losses are defined by the Company as its recurring gains or losses during the reporting period. Section III Discussion and Analysis of the Management I. Industry Overview During the Reporting Period The Company is mainly engaged in the tool industry, and its main products include Tools, power tools and industrial tools, which are mainly used in the fields of home maintenance, construction engineering, vehicle maintenance, surveying and mapping, etc. The home building, repair, and maintenance industry is the most important application channel with the highest proportion. Divided by end customers, its products can be divided into DIY tools and professional tools. In North America and much of the Europe, due to the extensive use of detached houses and the large square footage per inhabitant, the repairing and maintenance cost of residential houses is high. Given the high cost of labor, residents in the Europe and North America prefer to repair and maintain houses and outbuildings on their own, giving rise to the popular DIY style in Western culture. Considering the large number of cars held by European and American families, the routine repair and maintenance tasks, including parts inspection and replacement, also play an important role in the DIY of the families. Various tools, such as repair and maintenance necessities, are highly needed by families in North America and Europe for professional and DIY purposes, which makes the Europe and North America the most important market with the highest share of tools in the globe. Tool industry, the oldest industry, has been growing with the human society. For the past century, with the increasing industrialization, tools have been improved and refined steadily as a requisite support to manufacture supplies and commodities. Thanks to the rigid demand and stable replacement cycle, the sector of industrial tools has been growing steadily. Regardless of the financial crisis in 2008, the industry maintained stable upward momentum aligned with GDP growth after short-term fluctuations. In 2024, the elevated interest rate in Europe and North America markets maintained significant downward pressure on housing transactions and industrial demand. The housing turnover rate in the North America reached a historic low against the sustained demand for housing repair and maintenance services, driving the marginal growth of nearly 1% for the industry within the year. From 2021 to 2024, the industry’s compound annual growth rate (CAGR) remained below 1%, reaffirming the pronounced inhibitory impact of interest rates on industry demand. Notably, the North American tools market concluded a seven-quarter destocking for retailers in Q1 2024, with channel orders gradually aligning with end-user sales. Concurrently, the consumption downgrading among consumers, coupled with corporate pricing adjustment, spurred a significant year-on-year surge in order volumes. The high interest rates in Western economies are expected to continue constraining end-user demand in 2025, and the reckless tariff barriers by the U.S. government introduces substantial uncertainty to industry development. The landscape of the sector, particularly the global supply chain architecture, is anticipated to witness drastic changes, which potential resurgence of inflation in the U.S., coupled with market expectations of Federal Reserve rate cuts to stabilize financial markets, thus creating a paradoxical scenario that may exacerbate systemic complexities. While the global tools market is projected to maintain stable growth in 2025, it is unlikely to return to the average growth rate of approximately 4% for the past two decades. II. Principal Business of the Company during the Reporting Period During the reporting period, the Company prioritized the development of consumer Tools and power tools for household use in Europe and North America, while vigorously developing its businesses of industrial tools. The Company stepped up its efforts on new product expansion on the global market. Its Original Design Manufacturer (ODM) business demonstrated robust recovery beyond expectations, while its Own Brand Manufacturing (OBM) business continued to gain market share and industrial tools sector sustained steady growth. During the reporting period, the Company recorded an operating revenue of RMB 14,795.45 million, with a year-on-year increase of 35.37%. In 2024, the net profit attributable to shareholders of the listed company totaled RMB 2,303,624,287.24, marking a 36.18% year-on-year growth, while the net profit excluding non-recurring gains and losses amounted to RMB 2,304,107,114.56, with a 35.74% year-on-year growth. III. Core Competencies 1. Internationalization advantages Through nearly a decade of dedicated efforts, the Company has established the most comprehensive global production and supply chain management system within the industry while fostering collaborative partnerships with over 1,000 global suppliers in order to enhance the operational resilience against reliance on any single country or internal production capacity in agile responses to market demands for timely fulfillment of large-scale orders. Amid volatile global trading trends, the Company leverages its well-managed warehousing, logistics, and distribution networks across China, the U.S., and Europe, coupled with 23 global manufacturing facilities, to execute global procurement, manufacturing, and distribution. Furthermore, our integrated global distribution and manufacturing system significantly reduces total landed costs (TLC) for production and purchase, enhancing end-market competitiveness while maintaining adaptability to various customer requirements and complex external environments. During the reporting period, the Company continued to reinforce the manufacturing capacity in Southeast Asia in active pursuit of optimal manufacturing solutions worldwide. Current efforts focus on accelerating the establishment of production bases in Mexico, Singapore, and Malaysia. The Company is rapidly evolving into a global resource-allocation enterprise that synergizes localized services in Western markets, global industrial chain manufacturing, and China-centric R&D and management capabilities. 2. Innovation advantage Innovation has always been the core of the Company, while variety enrichment been the key driver for the growth. The Company has an experienced R&D team for professional tools and non-tool consumer goods, which has been committed to developing and innovating new products, upholding the concept that it's the details that make the difference in refining products in terms of functionality and added value, and working to ensure the long-term core competitiveness of the Company. During the reporting period, the Company invested RMB 366 million in R&D and developed 1,937 new products. Notable innovation was represented by woodworking tools, 20V cordless lithium-ion battery-powered tools and accessories, and smart tool storage solutions, all of which received strong market validation. The Company also executed extensive innovation in power tools, particularly lithium-ion battery-powered systems and secured orders for its 20V cordless tool series and accessories from a major U.S. retail corporation through cost-competitive and innovative offerings. Thanks to its innovation advantage, the Company has responded to and seized market opportunities in a timely manner, continued to gain market share and maintained long-term and stable development in the changeable global tool industry. 3. Brand advantages The Company specializes in residential durables for households and industrial products for professionals. Brand is the most compelling guarantee for the Company to provide consumers with products and services over the long term, so the Company has been committed to building and developing its original brands. During the reporting period, the Company strategically prioritized self-owned brand development to strengthen the influence and market penetration of brands such as WORKPRO, DURATECH, EverBrite, and Prexiso, with revenue growth by 35.97% year-on-year. The brand advantage not only further enhances the international competitiveness of the Company's products, but also effectively improves the Company's gross profit margin and business stability, thus ensuring the long-term healthy development of the Company. 4. Channel advantages The sales channels and the trust of clients are the basis for the continuous development of the Company. The Company's diversified product mix and sustained innovation capability can not only satisfy the one-stop shopping demand of channel clients to the greatest extent possible, but also constantly reduce its procurement and management costs and improve the loyalty of its channel clients. The Company has been one of the largest suppliers of tools and storage to many large supermarket chains such as The Home Depot, Walmart and Lowe's in the US, Kingfisher in Europe and CTC in Canada. It has also expanded its product categories based on these clients. There are now more than 20,000 large supermarket chains worldwide that sell a wide range of the Company's products, including those for hardware, building materials and automotive parts. These channels effectively contribute to the rapid development of various innovative products of the Company. Through three parallel measures – direct cross-border e-commerce operations, acquisition of European and American distribution channels, and establishment of Asia-Pacific distribution channels, Great Star has effectively increased the proportion of direct-to-customer (DTC) business, prioritizing retail customer needs and directly reaching end retail customers. This has not only effectively enhanced the value proposition of individual products but has also provided firsthand client feedback to directly inform R&D. With the above-mentioned channel advantage, the Company is on track to continuously develop new products and expand product categories with good market prospects. It has achieved breakthroughs in some major product categories such as laser measurement, storage and power tools. IV. Analysis of Principal Business 1. Overview During the reporting period, the global demand for tools remained stable, with a notable recovery in maintenance and repair, boosting industry-wide growth. Following the destocking of downstream clients, the Company’s order flow gradually aligned with end-market sales performance. Leveraging its competitive strengths, the Company developed a number of new product categories to secure new orders and exerted efforts to alleviate production capacity bottlenecks through the continued productivity increase in the Southeast Asia. Meanwhile, our cross-border e-commerce performance sustained rapid growth, while channel expansion in non-U.S. markets and owned brand development progressed, collectively enhancing profitability. During the reporting period, the Company recorded an operating revenue of RMB 14,795.45 million, with a year-on-year increase of 35.37%. In 2024, the net profit attributable to shareholders of the listed company totaled RMB 2,303,624,287.24, marking a 36.18% year-on-year growth, while the net profit excluding non-recurring gains and losses amounted to RMB 2,304,107,114.56, with a 35.74% year-on-year growth. The performance of each business segment is as follows: 1. Tools The Company pursued growth driven by brand and products, with cross-border e-commerce revenue maintaining a growth rate exceeding 45%. WORKPRO was solidified as a leading online tool brand, as part of the Company’s strategy to increase market recognition and share. The further expansion of global distributor network accelerated the growth of self-owned brands in the markets out of the US, particularly within the countries and regions under the “Belt and Road” Initiative, further boosting profitability. The Company launched region-specific products tailored to the markets out of the US and refined existing lines to secure new orders. The capacity increase （未完）  |