Kiwi Instruments(688045)2024-03-22 16:00Profit Distribution and Dividend Policy - The company plans to implement a cash dividend policy and use retained profits to enhance profitability, with the board of directors responsible for executing the plan when profitability improves[2] - The company's independent directors must approve the profit distribution policy adjustment by a majority vote, and if they disagree, they must provide reasons and request a revised plan[2] - The company's board must complete profit distribution within 2 months after the shareholders' meeting approves the profit distribution plan[2] - The company has improved its profit distribution policy, particularly the cash dividend policy, to strengthen the investor return mechanism[8] - The company's cash dividend distribution for the year shall not exceed 50% of the cumulative distributable profits at the beginning of the period[13] - For companies in the mature stage without major investment plans, cash dividends should account for at least 80% of profit distribution[13] - For companies in the mature stage with major investment plans, cash dividends should account for at least 40% of profit distribution[13] - For companies in the growth stage with major investment plans, cash dividends should account for at least 20% of profit distribution[13] - Stock dividends may be distributed when undistributed profits reach or exceed 30% of the company's share capital[13] - The company prioritizes cash dividends for profit distribution, with a minimum of 10% of distributable profits allocated as cash dividends annually and at least 30% over three years[30] - The company's profit distribution policy is linked to its financial status, with adjustments allowed in cases of significant external or internal changes[29] - The company's board and independent directors play a key role in proposing and approving profit distribution plans, ensuring alignment with shareholder interests[29] - The company ensures transparency in profit distribution decisions by facilitating public investor participation in shareholder meetings[29] - The company may adjust profit distribution policies in response to external factors such as war or natural disasters[29] - The company's profit distribution plans are subject to approval by the board and shareholders, with adjustments made based on financial and operational conditions[29] - The company will not distribute dividends for 2023, with no cash dividends, stock dividends, or capital reserve conversion[171] Share Repurchase and Stock Price Stabilization - The company will initiate a share buyback program within 5 working days if it is found to have fraudulently obtained listing approval and has already gone public, repurchasing all newly issued shares[6] - The company has a three-year stock price stabilization plan that includes share repurchases and shareholder/director share purchases[18] - The company plans to repurchase shares with a minimum of 5 million yuan and a maximum of 1% of the total shares, with the repurchase price not exceeding the latest audited net asset value per share[22] - The controlling shareholders and actual controllers will use funds for share repurchases that are no less than 20% of the cumulative cash dividends received since the company's IPO and no more than 70% in a single year[22] - Directors and senior management will use funds for share repurchases that are no less than 20% and no more than 50% of their average annual salary plus cash dividends from the previous year[22] - The company will complete the share repurchase within 30 days after the legal procedures are completed[24] - Controlling shareholders and actual controllers will complete their share repurchase within 30 days after the legal procedures are completed[24] - Directors and senior management will complete their share repurchase within 30 days after the legal procedures are completed[24] - If the company fails to initiate the stock price stabilization measures, the controlling shareholders and actual controllers will not be allowed to transfer their shares until the measures are implemented[26] - If the directors and senior management fail to initiate the stock price stabilization measures, their salaries will be suspended and their shares will not be allowed to transfer until the measures are implemented[26] - The controlling shareholders and actual controllers commit to supporting the company's legal share repurchase and will not engage in illegal activities such as insider trading or market manipulation[26] - The company commits to stabilizing stock prices within three years of listing by implementing a stock price stabilization plan and supporting legal share repurchases to protect the interests of small and medium investors[28] - In case of false statements or major omissions in the prospectus, the company will repurchase all newly issued shares at a price not lower than the issuance price or the average trading price before suspension[28] Corporate Governance and Shareholder Commitments - The company's independent directors must approve the profit distribution policy adjustment by a majority vote, and if they disagree, they must provide reasons and request a revised plan[2] - The company's board must complete profit distribution within 2 months after the shareholders' meeting approves the profit distribution plan[2] - The company commits to compensating investors for losses if the prospectus contains false or misleading information[2] - The controlling shareholders and actual controllers will repurchase shares if the prospectus contains false or misleading information, using market price or issuance price, whichever is higher[4] - The company guarantees that there is no fraudulent issuance in the public offering and listing[4] - The company will strictly fulfill its commitments and take measures to compensate investors if it fails to meet its promises[10] - The controlling shareholders and actual controllers have committed not to interfere with the company's operations or engage in activities that harm the company's interests[10] - The company's directors and senior management have pledged not to unfairly benefit other entities or individuals at the expense of the company[10] - Shareholders commit to not transferring or entrusting management of pre-IPO shares within 36 months of acquisition[16] - Shareholders must notify the company three trading days in advance before reducing holdings through legal means[16] - The company's core technical personnel, Lin Guanqiu, commits to transferring no more than 25% of the company's pre-IPO shares held at the time of listing annually for 4 years after the lock-up period expires[32] - Company supervisors, including Wang Xiaojia, Zhao Xiaohui, and Liu Haoyang, are restricted from transferring or entrusting others to manage their directly or indirectly held pre-IPO shares for 36 months post-listing and for 6 months after leaving their positions[32] - Other core technical personnel, Wen Peng and Yu Xiufeng, are also restricted from transferring or entrusting others to manage their pre-IPO shares for 36 months post-listing and for 6 months after leaving their positions[34] - Shareholders holding more than 5% of the company's shares, such as Yuan Chengjun and Fang Guang II, are restricted from transferring or entrusting others to manage their pre-IPO shares for 12 months post-listing[34] - The company emphasizes compliance with China Securities Regulatory Commission and Shanghai Stock Exchange regulations regarding stock减持 (reduction) and requires提前三个交易日 (three trading days in advance) notice for减持 plans[32][34] - The company has no special arrangements for corporate governance and no non-operational占用资金 (fund occupation) by controlling shareholders or related parties[36][40] - The company's 2023 annual report highlights the importance of forward-looking statements and warns investors of potential risks[36] - The company's board of directors,监事会 (supervisory board), and senior management guarantee the authenticity, accuracy, and completeness of the annual report[39] - The company has not been profitable since its listing and has not yet achieved profitability[39] - The company has disclosed potential risks in the "Management Discussion and Analysis" section of the annual report, advising investors to pay attention to investment risks[39] - The company's stock is listed on the Shanghai Stock Exchange under the stock code 688045, with the stock abbreviation "必易微" (Kiwi Instruments)[49] - The company operates under the Fabless model, focusing on technology and process development while outsourcing production[42] - Key technologies and products include SoC, AC-DC, DC-DC, BCD process, LDO, PFC, LLC, and synchronous rectification[42][43] - The company has subsidiaries in Xiamen, Hangzhou, and Chengdu, indicating a multi-regional presence in China[42] - The company's registered and office address is located in Shenzhen, Nanshan District, with no historical changes in the registered address[46] - The company's annual report is disclosed through major financial media outlets and the Shanghai Stock Exchange website[48] - The company's financial reports are audited by Da Hua Certified Public Accountants, with Jiang Xianmin and Chen Zefeng as the signing accountants[50] - The company's legal representative is Xie Pengcun, and the Board Secretary is Gao Lei, with Li Xue as the Securities Affairs Representative[46][47] - The company's website is www.kiwiinst.com, and the investor relations email is ir@kiwiinst.com[46][47] - The company's key investors include Xiaomi Yangtze River Industry Fund and Jinpu Emerging Industry Fund, indicating strong financial backing[42] - Revenue increased by 10.01% year-on-year to RMB 578.47 million in 2023, driven by a 26.72% increase in sales volume and market expansion[53][54] - Net profit attributable to shareholders of the listed company decreased by 150.24% year-on-year to a loss of RMB 19.07 million in 2023, primarily due to declining product毛利率 and increased R&D expenses[53][55] - R&D investment accounted for 27.54% of revenue in 2023, an increase of 5.62 percentage points compared to 2022[54] - The company completed the acquisition of Dongxin Micro Chengdu in June 2023, enhancing its motor drive and magnetic sensor product lines[62] - The company added 159 new intellectual property rights in 2023, including 28 invention patents and 123 integrated circuit layout design rights[62] - Operating cash flow improved by RMB 36.39 million year-on-year in 2023, mainly due to reduced supply chain payments[55] - Basic earnings per share decreased by 145.90% year-on-year to a loss of RMB 0.28 in 2023[54] - The company incurred RMB 20.78 million in share-based payment expenses in 2023 as part of its equity incentive program[62] - Revenue in Q4 2023 was RMB 155.83 million, with a net loss attributable to shareholders of RMB 4.74 million[57] - The company's product structure continued to optimize, with growth in new consumer electronics, industrial control, and automotive electronics applications[62] - The company launched a high-side/low-side drive BMS AFE chip supporting battery management systems up to 110V, integrating high-precision voltage and current detection ADCs, and battery balancing, targeting portable electronics, wearables, power tools, drones, and energy storage systems[63] - The company is developing a daisy-chain cascaded BMS AFE chip for high-voltage applications (200-800V) and pursuing ISO26262 functional safety certification, aiming at large-scale energy storage systems and new energy vehicles[63] - The company acquired Dongxin Micro Chengdu to expand its motor drive product line, with multiple single-phase BLDC motor drive control chips already in mass production for CPU, GPU, PC, server, and lithium battery cooling systems[63] - The company released the KP90873X, an innovative BLDC motor drive control chip with built-in position sensor hardware, targeting high-end applications in data centers, industrial, and automotive cooling systems[63] - The company's AC-DC chip revenue in the home appliance sector grew by 58.04% year-over-year in 2023, driven by high-power fast charging (up to 240W) and large power supply (up to 3000W) applications[72] - The company expanded its signal chain product portfolio, including amplifiers, converters, sensors, isolation chips, and interface chips, with operational amplifiers and USB&Type-C interface chips already in mass production[73] - The company holds 168 patents (including 64 invention patents) and 269 integrated circuit layout design rights, with 36 new patents and 123 new layout design rights added in 2023[74] - The company completed the acquisition of Dongxin Micro Chengdu in June 2023 to enhance R&D capabilities and promote industrial integration[75] - Annual revenue reached 578.47 million yuan, a year-on-year increase of over 10%[78] - Net profit attributable to shareholders was -19.07 million yuan, a year-on-year decrease of approximately 150%[78] - R&D expenses increased by 38.21% year-on-year to 159.28 million yuan, accounting for over 27% of revenue[78] - The number of R&D personnel increased by 39 to 268, accounting for over 74% of total employees[78] - DC-DC chip shipments reached 53.83 million units in 2023, with new high-voltage products (100V) successfully tested and introduced to customers[79] - The company developed a series of high-performance LDO chips with ultra-low power consumption, ultra-high PSRR, and ultra-low noise, filling the gap in the domestic high-end LDO market[76] - Signal chain chip development focused on high-performance, high-reliability, and low-power products, forming a one-stop chip solution with power management chips[76] - The company's motor drive control chips include DAAC chips and BLDC motor drive control chips, targeting applications in home appliances, robotics, and automotive electronics[80] - The company's battery management chips cover battery protection, analog front-end, and charging management, with applications in portable electronics, drones, and energy storage[81] - The company adopted a Fabless model, focusing on IC design and outsourcing manufacturing, with strict supplier management to ensure quality[84] - The company adopts a "distribution-based, direct sales-supplemented" sales model, primarily selling products to end customers through distributors, with direct sales to some end customers[85] - The global integrated circuit market is expected to reach 58.6 billion in 2021, with China accounting for 2,731 billion yuan, representing about 70% of the global market[88] - China's analog chip market is projected to grow from 1,994.9 billion yuan in 2016 to 3,339.5 billion yuan in 2025, with a compound annual growth rate of 5.89%[89] - The company's products have entered the supply chains of many industry-leading customers, covering fields such as electrical lighting, home appliances, security monitoring, and industrial new energy[90] - The company plans to expand new product layouts and core technologies, aiming to provide high-performance, low-power, and highly reliable products to further consolidate its leading position in the industry[91] - The analog chip industry is moving towards integration, differentiation, and digitization, driven by demands from emerging industries like new energy vehicles and IoT[92] - The introduction of digital control cores in analog chips has shown strong development potential, particularly in high-end servers and communication equipment[94] - The company has mastered 25 core technologies, covering all product areas, with several technologies achieving international advanced levels, such as low-power control technology and high-efficiency linear drive control technology[95] - Low-power control technology enables standby power consumption of less than 20mW, with the potential to achieve ultra-low standby power consumption as low as 10mW[95] - High-efficiency linear drive control technology improves system efficiency while ensuring reliability, meeting new European standards for phase angle and harmonic requirements[95] - High-precision flicker-free lighting technology achieves a dimming depth and precision of less than 1%[95] - High-efficiency and reliable synchronous rectification technology enhances power supply reliability and efficiency, enabling zero-voltage switching for primary MOSFETs in QR flyback power supplies[95] - High-precision output control technology achieves high-precision constant current control and high power factor across different operating states[95] - High-efficiency chip power supply technology reduces system power consumption and transformer production costs without additional components[95] - High-voltage integrated process development technology improves device performance and reduces system costs through the optimization of 900V-BCD process[95] - Output ripple and noise control technology ensures noise-free operation and stable power supply by suppressing output ripple and adapting dynamic thresholds[95] - High-precision multi-output control technology addresses cross-regulation and dynamic adjustment issues in multi-output systems, combining the performance advantages of DC-DC with the cost advantages of LDO[95] - The company added 8 new core technologies during the reporting period, including DC-DC low EMI and low noise technology, op-amp slew rate amplification technology, and ultra-high PSRR technology[97] - The company's R&D team consists of 268 people, accounting for over 74% of the total workforce[102] - The company has applied for 238 domestic and international invention patents, with 64 authorized, and 112 utility model patents, with 103 authorized[102] - The company's net profit attributable to shareholders decreased by nearly 150% year-on-year due to weak market demand, intensified competition, and increased R&D investment[104] - The company plans to maintain a high level of R&D investment to ensure the smooth progress of industrial layout and fundraising projects[104] - The company's products are widely used in consumer electronics, industrial control, network communication, data centers, and automotive electronics, and are adopted by leading domestic and international manufacturers[102] - The company's core R&D team has academic backgrounds from prestigious universities and extensive industry experience, with many having held senior R&D and management positions in well-known technology companies[102] - The company operates under a Fabless model, focusing on IC design while outsourcing wafer manufacturing and packaging, with a strong emphasis on supplier collaboration[103] - The company has established a market promotion model that focuses on serving industry-leading customers, helping to break the monopoly of foreign manufacturers and expand market space[103] - The company's products have gained recognition from industry-leading customers, which is expected to enhance its industry position and accelerate product adoption by other clients[103] - Revenue for the reporting period reached 578.47 million yuan, a year-on-year increase of 10.01%[112] - Net profit attributable to shareholders was -19.07 million yuan, a year-on-year decrease of 150.24%[112] - Operating costs increased by 16.73% to 442.14 million yuan, driven by higher sales volume[115] - R&D expenses surged by 38.21% to 159.28 million yuan due to new product line expansion and increased R&D personnel[115] - Gross margin decreased by 4.39 percentage points to 23.57% compared to the previous year[116] - Sales expenses rose by 25.09% to 16.90 million yuan, attributed to increased market promotion and sales team expansion[115] - The company faces risks of core technology leakage and talent loss, which could impact its competitive advantage