东软载波(300183) - 2019 Q4 - 年度财报

Important Notice, Table of Contents and Definitions This section confirms the accuracy and completeness of the annual report by the board, supervisory board, and senior management, and outlines the 2019 profit distribution plan - The company's board of directors, supervisory board, and all senior executives guarantee the truthfulness, accuracy, and completeness of the annual report, with no false records, misleading statements, or major omissions[4] - The company's 2019 profit distribution plan proposes a cash dividend of 2.00 dollars (tax inclusive) per 10 shares based on 468,601,617 shares, with no bonus shares or capital reserve conversions[5] Company Profile and Key Financial Indicators This section provides an overview of the company's basic information and presents its key financial performance metrics for 2019 Company Basic Information This chapter provides the company's basic registration details, contact information, and channels for information disclosure Company Basic Information | Item | Content | | :--- | :--- | | Stock Abbreviation | Eastsoft Carrier | | Stock Code | 300183 | | Company Name | Qingdao Eastsoft Carrier Technology Co., Ltd. | | Legal Representative | Cui Jian | | Registered Address | No. 16 Jia, Shangqing Road, Shibei District, Qingdao | | Company Website | http://www.eastsoft.com.cn/ | Key Accounting Data and Financial Indicators In 2019, the company's operating revenue was 828.13 million dollars, a 18.27% year-on-year decrease, while net profit attributable to shareholders increased by 10.76% to 197.76 million dollars, and net cash flow from operating activities significantly grew by 72.39% to 356.47 million dollars 2019 Key Financial Data | Indicator | 2019 | 2018 | YoY Change | | :--- | :--- | :--- | :--- | | Operating Revenue (dollars) | 828,133,524.08 | 1,013,301,356.67 | -18.27% | | Net Profit Attributable to Shareholders (dollars) | 197,763,941.28 | 178,552,028.75 | 10.76% | | Net Profit Attributable to Shareholders (Excluding Non-recurring Items) (dollars) | 150,192,786.58 | 159,792,529.44 | -6.01% | | Net Cash Flow from Operating Activities (dollars) | 356,471,814.56 | 206,783,846.95 | 72.39% | | Basic Earnings Per Share (dollars/share) | 0.4213 | 0.3814 | 10.46% | | Weighted Average Return on Net Assets | 6.90% | 6.55% | 0.35% | | Total Assets (dollars) | 3,232,315,993.79 | 3,205,321,638.61 | 0.84% | | Net Assets Attributable to Shareholders (dollars) | 2,928,803,184.82 | 2,822,300,386.11 | 3.77% | 2019 Non-recurring Gains and Losses | Item | 2019 Amount (dollars) | 2018 Amount (dollars) | | :--- | :--- | :--- | | Non-current asset disposal gains and losses | 21,291,185.42 | -354,649.53 | | Government grants recognized in current profit/loss | 21,576,066.79 | 7,525,795.02 | | Gains/losses from entrusted investments or asset management | 10,791,732.34 | 14,435,419.85 | | Total | 47,571,154.70 | 18,759,499.31 | Business Overview The company's business strategy is centered on integrated circuit chip design, focusing on the energy internet and intelligentization sectors to build a comprehensive industry chain Main Business The company, based on integrated circuit chip design, focuses on the energy internet and intelligentization, establishing a complete "chip, software, module, terminal, system, information service" industry chain with three mutually supportive business segments - The company's development strategy is based on integrated circuit chip design, focusing on the energy internet and intelligentization as two emerging fields, to build a complete industry chain[32] - The company has formed three major business segments: integrated circuits, energy internet, and intelligentization, establishing a complete, independent, and controllable R&D, production, and sales system from chips to information services, creating a technology-product-service competitive barrier[33][34] Analysis of Core Competencies The company's core competencies stem from the synergistic advantages of its three business segments, continuous R&D investment, commitment to independent core technologies, and sound financial policies with a positive corporate culture - The company has established a complete industrial layout from "chips, software, modules, systems to information services," with three business segments mutually supporting each other to form a closed loop, building an overall competitive advantage[40][41] - The company continuously invests in R&D, focusing on core chips in the energy internet and intelligentization fields, including new-generation broadband high-speed power line carrier communication chips, narrowband high-speed chips compliant with international G3 standards, high-speed wireless communication chips, and high-performance edge computing chips[42] - The company adheres to independent and controllable core technologies, with all aspects from chips and software to systems developed in-house, ensuring technological leadership, product quality, and customer service satisfaction[45] Management Discussion and Analysis This section provides a detailed discussion and analysis of the company's operational performance, financial position, and future development outlook for the reporting period Operating Overview In 2019, the company achieved operating revenue of 828.13 million dollars, a 18.27% year-on-year decrease, and net profit of 197.76 million dollars, a 10.76% increase, with business segments covering integrated circuits, energy internet, and intelligentization 2019 Operating Performance | Indicator | Amount (dollars) | YoY Growth | | :--- | :--- | :--- | | Operating Revenue | 828,133,524.08 | -18.27% | | Net Profit Attributable to Common Shareholders | 197,763,941.28 | 10.76% | | Total Assets | 3,232,315,993.79 | 0.84% | | Basic Earnings Per Share | 0.4213 | 10.46% | Integrated Circuit Segment This segment, operated by wholly-owned subsidiary Shanghai Microelectronics, adopts a Fabless model, focusing on chip design and sales, with 8-bit MCU products entering major home appliance manufacturers' supply chains in 2019 - Shanghai Microelectronics possesses product lines including power line carrier communication chips from narrowband to broadband, wireless communication chips, and MCU control chips, covering core technologies such as control, connection, security, and sensing[50] - The operating model is Fabless, focusing on chip design and sales, with both direct sales and channel distribution models for external sales[54] Energy Internet Segment This segment focuses on smart power distribution, smart power consumption, and integrated energy services, deploying across the "cloud, network, edge, terminal, chip" of the energy internet, despite market competition and tender model changes - The company is one of the main suppliers for State Grid and China Southern Power Grid's electricity consumption information collection systems, providing comprehensive solutions from meters to master stations[57] - The company's developed RF5361 module passed Wi-SUN Alliance certification, promoting the company's interoperable wireless solutions in IoT applications like smart cities and smart grids[59] - In 2019, the company completed the construction of typical smart business hall solutions for State Grid, mass application of smart home interactive terminal products, and pilot projects for deepening smart power distribution area applications[60][61] Intelligentization Segment Operated by subsidiary Intelligent Electronics, this segment targets whole-house intelligence, smart buildings, and smart park markets, leveraging power line carrier and wireless fusion communication technologies to offer differentiated energy-saving, green, and comfortable solutions - The intelligentization business targets the open market for energy-saving, green, comfortable, and smart energy use, forming three categories of products and systems: whole-house intelligence, smart buildings, and smart parks[66] - In 2019, the company completed the upgrade and implementation of three major solutions: smart residential energy use, smart buildings, and smart parks, with the smart building solution capable of saving 20% in electricity consumption[69] Analysis of Main Business In 2019, the company's main business revenue was 828.13 million dollars, a 18.27% decrease, primarily due to a 24.58% decline in low-voltage power line carrier communication products to 573.07 million dollars, while integrated circuit revenue remained stable at 211.90 million dollars 2019 Operating Revenue Composition (by Product) | Product | Operating Revenue (dollars) | % of Total Revenue | YoY Change | | :--- | :--- | :--- | :--- | | Low-voltage Power Line Carrier Communication Products | 573,069,228.51 | 69.20% | -24.58% | | Integrated Circuits | 211,903,009.47 | 25.59% | 0.62% | | System Integration and IT Consulting Services | 39,364,113.86 | 4.75% | 13.31% | | Application Software | 3,068,016.23 | 0.37% | -61.32% | 2019 Operating Revenue Composition (by Region) | Region | Operating Revenue (dollars) | % of Total Revenue | YoY Change | | :--- | :--- | :--- | :--- | | East China | 443,418,368.95 | 53.54% | -18.20% | | South China | 134,406,226.95 | 16.23% | 12.14% | | Central China | 78,878,113.68 | 9.52% | -0.31% | | Overseas | 20,045,546.29 | 2.42% | 104.88% | 2019 Key Expense Items | Expense Item | 2019 Amount (dollars) | 2018 Amount (dollars) | YoY Change | Main Reason for Change | | :--- | :--- | :--- | :--- | :--- | | Selling Expenses | 79,045,137.54 | 104,755,148.05 | -24.54% | Primarily due to reduced reversal of unrealized restricted stock incentive plan expenses and travel expenses | | Administrative Expenses | 75,881,821.94 | 97,743,255.65 | -22.37% | Primarily due to reduced reversal of unrealized restricted stock incentive plan expenses and compensation | | R&D Expenses | 159,194,263.35 | 190,517,860.16 | -16.44% | Primarily due to reduced reversal of unrealized restricted stock incentive plan expenses and compensation due to personnel changes | | Financial Expenses | -41,626,801.33 | -38,636,521.16 | 7.74% | Non-significant change, mainly due to changes in interest income | Analysis of Assets and Liabilities As of the end of 2019, the company's total assets were 3.23 billion dollars, total liabilities were 304 million dollars, and the asset-liability ratio was 9.39%, indicating a stable financial position, with cash and equivalents significantly increasing to 1.83 billion dollars Significant Changes in Asset Composition | Asset Item | 2019 Year-end Amount (dollars) | % of Total Assets | 2018 Year-end Amount (dollars) | % of Total Assets | Explanation of Change | | :--- | :--- | :--- | :--- | :--- | :--- | | Cash and Equivalents | 1,833,078,296.56 | 56.71% | 1,385,149,701.59 | 43.21% | Due to increased collection of accounts receivable, equity transfer payments, and wealth management products | | Accounts Receivable | 341,950,195.95 | 10.58% | 478,231,220.45 | 14.92% | Due to collection of accounts receivable during the period | | Fixed Assets | 383,597,596.56 | 11.87% | 236,406,950.00 | 7.38% | Due to partial construction in progress of the information industrial park project being transferred to fixed assets | | Construction in Progress | 7,349,078.89 | 0.23% | 141,673,541.57 | 4.42% | Due to partial construction in progress of the information industrial park project being transferred to fixed assets | Outlook on Company's Future Development The company will continue to focus on the energy internet and intelligentization, leveraging its full industry chain advantage from chips to information services, while addressing risks such as management, raw material price increases, market competition, and technology updates - The company's overall strategy is to strengthen the synergistic advantages of its three business segments around the energy internet and intelligentization, and increase R&D investment in core chips and basic software iteration[159] - The integrated circuit segment will internally support and externally innovate, focusing R&D on core IoT chips, including those for white goods, motor control, and battery management, with plans to integrate resources to become a leading domestic IoT chip enterprise[161][162] - The energy internet segment will continue to upgrade new-generation smart information collection products, strengthen the application of products like power distribution automation terminals and energy routers, and promote integrated energy service solutions[163] - The intelligentization segment will internally support integrated energy services, externally introduce partners, expand whole-house intelligence, smart building, and smart park applications, and firmly implement the "going global" strategy for overseas promotion[164] - The company faces key risks including management and human resource risks, raw material price increase risks, sales price decline risks, technology risks, dependence on the power industry, accounts receivable risks, and goodwill impairment risks[178][179][180][181][183][184][187] Significant Events This section details the company's profit distribution, equity incentive plan implementation, and significant related party transactions during the reporting period Profit Distribution and Capital Reserve Conversion to Share Capital During the reporting period, the company implemented its 2018 profit distribution plan, distributing 2.00 dollars cash per 10 shares, and proposed a similar plan for 2019, maintaining stable cash dividends consistent with company articles Common Share Dividend Distribution Plans (Proposed) for the Last Three Years | Year | Cash Dividend per 10 Shares (dollars, tax inclusive) | Bonus Shares per 10 Shares (shares) | Capital Reserve Conversion per 10 Shares (shares) | | :--- | :--- | :--- | :--- | | 2019 | 2.00 | 0 | 0 | | 2018 | 2.00 | 0 | 0 | | 2017 | 3.50 | 0 | 0 | Cash Dividend Distribution for the Last Three Years | Dividend Year | Cash Dividend Amount (dollars, tax inclusive) | Ratio to Net Profit Attributable to Parent Company in Consolidated Statements | | :--- | :--- | :--- | | 2019 | 93,720,323.40 | 47.39% | | 2018 | 93,886,251.40 | 52.58% | | 2017 | 164,608,449.95 | 69.15% | Implementation of Equity Incentive Plans The company's 2017 restricted stock incentive plan saw the first and second unlocking periods' conditions met, while the third period failed to meet performance targets, leading to buybacks and cancellations of shares from ineligible participants - The 2017 restricted stock incentive plan granted shares at 10.77 dollars/share, with a maximum validity of 48 months, and three unlocking periods at 30%, 30%, and 40% respectively[218][219][223] - During the reporting period, due to the departure of some incentive recipients, the company repeatedly repurchased and canceled a total of 1,062,540 restricted shares[237][238] - The unlocking conditions for the first unlocking period (4,849,920 shares) and the second unlocking period (4,494,360 shares) were met, but the third unlocking period failed to unlock as the 2019 operating revenue growth rate did not reach the 25% performance target[239][240] Significant Related Party Transactions During the reporting period, the company engaged in routine related party transactions with Shandong Electric Power Intelligent Technology Co., Ltd., selling power line carrier communication products totaling 81.70 million dollars, and exited its associate company Chuangdate (Suzhou) Technology Co., Ltd. through capital reduction Related Party Transactions Related to Routine Operations | Related Party | Related Transaction Content | Transaction Amount (ten thousand dollars) | % of Similar Transaction Amount | Approved Transaction Limit (ten thousand dollars) | | :--- | :--- | :--- | :--- | :--- | | Shandong Electric Power Intelligent Technology Co., Ltd. | Sales of power line carrier communication products | 8,169.83 | 9.87% | 10,000 | - The company exited its associate company Chuangdate (Suzhou) Technology Co., Ltd. through capital reduction, with the matter completed within the reporting period[248] Changes in Shares and Shareholder Information This section details changes in the company's share capital due to restricted stock buybacks and cancellations, as well as information on its shareholders and actual controllers Changes in Shares During the reporting period, the company's total share capital decreased by 1,062,540 shares to 468,707,317 shares due to the buyback and cancellation of restricted shares from departing incentive recipients, while some restricted shares held by executives and incentive recipients were unlocked - During the reporting period, the company's total share capital decreased by 1,062,540 shares due to the buyback and cancellation of restricted shares, with the total share capital at period-end being 468,707,317 shares[275] - The main reasons for the share changes were the buyback and cancellation of 338,600 restricted shares from 26 departing incentive recipients, and the buyback and cancellation of 723,940 restricted shares from 72 departing incentive recipients[276][277] Shareholders and Actual Controllers As of the end of the reporting period, the company had 33,209 shareholders, with Cui Jian, Wang Rui, and Hu Yajun as the actual controllers, holding a combined 50.68% stake, and no change in actual control during the period Top Ten Shareholders' Shareholding | Shareholder Name | Shareholding Ratio | Number of Shares Held (shares) | Number of Restricted Shares Held (shares) | | :--- | :--- | :--- | :--- | | Cui Jian | 22.30% | 104,544,000 | 78,408,000 | | Wang Rui | 14.19% | 66,528,000 | 49,896,000 | | Hu Yajun | 14.19% | 66,528,000 | 49,896,000 | | Chen Yiqing | 3.29% | 15,408,200 | 11,556,150 | | China Securities Finance Corporation Limited | 1.62% | 7,594,102 | 0 | | Central Huijin Asset Management Co., Ltd. | 1.39% | 6,514,700 | 0 | - The company's actual controllers are three natural persons: Cui Jian, Hu Yajun, and Wang Rui, who signed a "Concerted Action Agreement" in 2009 and remained concerted parties during the reporting period[215][290] Directors, Supervisors, Senior Management, and Employees This section provides information on the shareholding changes of the company's directors, supervisors, and senior management, as well as a detailed breakdown of its employee structure by profession and education level Shareholding Changes of Directors, Supervisors, and Senior Management During the reporting period, there were no increases or decreases in the shareholdings of the company's directors, supervisors, and senior management - During the reporting period, there were no changes in the shareholdings of the company's current directors, supervisors, and senior management compared to the beginning of the period[304][306] Company Employee Information As of the end of the reporting period, the company had 988 employees, with technical personnel comprising 67.41% and over 72% holding bachelor's degrees or higher, reflecting the company's emphasis on technology R&D Employee Professional Composition | Professional Category | Number of People | Percentage | | :--- | :--- | :--- | | Technical Personnel | 666 | 67.41% | | Sales Personnel | 136 | 13.77% | | Administrative Personnel | 115 | 11.64% | | Production Personnel | 57 | 5.77% | | Financial Personnel | 14 | 1.42% | | Total | 988 | 100.00% | Employee Education Level | Education Level Category | Number of People | Percentage | | :--- | :--- | :--- | | Master's Degree and Above | 165 | 16.70% | | Bachelor's Degree | 553 | 55.97% | | Associate Degree | 206 | 20.85% | | High School and Below | 64 | 6.48% | | Total | 988 | 100.00% | Corporate Governance This section outlines the company's corporate governance structure, including its compliance with relevant regulations and the effectiveness of its internal control system Basic Status of Corporate Governance The company has established a sound governance structure with a shareholder general meeting, board of directors, supervisory board, and management, operating in compliance with relevant laws and regulations during the reporting period - The company's corporate governance structure is sound, with the shareholder general meeting, board of directors, supervisory board, and senior management all fulfilling their duties in accordance with the law, and the actual corporate governance status complies with normative documents such as the "Guidelines for Corporate Governance of Listed Companies"[332][335] - The company is independent of its controlling shareholder in terms of business, personnel, assets, organization, and finance, possessing independent and complete business operations and autonomous operating capabilities[336] Internal Control Evaluation Report Based on the board's self-evaluation and the accounting firm's assurance report, the company maintained effective internal controls related to financial statements in all material aspects as of December 31, 2019, with no significant deficiencies found - During the reporting period, the company found no significant or material deficiencies in its internal control[347][353] - The accounting firm issued a standard unqualified assurance report on the company's internal control, consistent with the board's self-evaluation report[355] Financial Report This section presents the company's audited financial statements for 2019, including the audit report, detailed financial statements, significant accounting policies, and notes to the consolidated financial statements Audit Report Zhongxinghua Certified Public Accountants issued a standard unqualified audit opinion on the company's 2019 financial statements, highlighting key audit matters related to accounts receivable impairment provisions and goodwill impairment, both involving significant management estimates - The auditing firm is Zhongxinghua Certified Public Accountants (Special General Partnership), which issued a standard unqualified audit opinion[360][361] - Key Audit Matter One: Accounts receivable impairment provision; as of the end of 2019, the carrying value of accounts receivable was 342 million dollars, accounting for 10.58% of total assets, with the provision for bad debts involving significant accounting estimates and judgments[363] - Key Audit Matter Two: Goodwill impairment; as of the end of 2019, the carrying value of goodwill was 230 million dollars, with an impairment provision of 10.45 million dollars recognized this period due to the acquisition of Shanghai Eastsoft Carrier Microelectronics Co., Ltd.; the goodwill impairment test process is complex and involves significant judgments[365] Financial Statements This chapter includes the company's 2019 consolidated and parent company balance sheets, income statements, cash flow statements, and statements of changes in owners' equity Consolidated Balance Sheet Core Items (Unit: dollars) | Item | 2019-12-31 | 2018-12-31 | | :--- | :--- | :--- | | Total Assets | 3,232,315,993.79 | 3,205,321,638.61 | | Cash and Equivalents | 1,833,078,296.56 | 1,385,149,701.59 | | Accounts Receivable | 341,950,195.95 | 478,231,220.45 | | Inventories | 161,703,959.65 | 174,532,872.18 | | Fixed Assets | 383,597,596.56 | 236,406,950.00 | | Goodwill | 229,696,198.27 | 240,150,909.45 | | Total Liabilities | 303,512,808.97 | 383,021,252.50 | | Total Owners' Equity | 2,928,803,184.82 | 2,822,300,386.11 | Consolidated Income Statement Core Items (Unit: dollars) | Item | 2019 | 2018 | | :--- | :--- | :--- | | Total Operating Revenue | 828,133,524.08 | 1,013,301,356.67 | | Operating Cost | 406,470,112.69 | 504,367,467.39 | | R&D Expenses | 159,194,263.35 | 190,517,860.16 | | Operating Profit | 224,951,922.49 | 194,397,932.79 | | Total Profit | 224,890,930.98 | 194,385,174.00 | | Net Profit | 197,763,941.28 | 178,552,028.75 | Significant Accounting Policies and Estimates The company's financial statements are prepared on a going concern basis in accordance with accounting standards, with the adoption of new financial instrument standards in 2019 leading to reclassification of certain financial assets, such as wealth management products and bank acceptance bills - The company adopted the new financial instrument standards from January 1, 2019, adjusting the classification and measurement of financial assets and applying the expected credit loss model for impairment provisions; this change was applied retrospectively but did not restate prior comparative data[535][538][539] - For revenue recognition, revenue from software products is recognized upon dispatch and receipt by the customer; revenue from system integration projects is recognized upon completion of implementation and delivery or acceptance[522] Notes to Consolidated Financial Statement Items This chapter provides detailed explanations of the composition and changes in major consolidated financial statement items, including 1.42 billion dollars in structured deposits and time deposits within cash and equivalents, and a 10.45 million dollars goodwill impairment provision Top Five Accounts Receivable by Debtor at Period-End | Unit Name | Period-end Balance (dollars) | % of Total | | :--- | :--- | :--- | | Shandong Electric Power Intelligent Technology Co., Ltd. | 82,734,079.86 | 22.58% | | State Grid Xinjiang Electric Power Co., Ltd. Hotan Power Supply Company | 17,944,538.28 | 4.90% | | State Grid Inner Mongolia East Electric Power Co., Ltd. Material Branch | 16,094,152.97 | 4.39% | | Zhejiang Chint Instrument & Meter Co., Ltd. | 13,005,085.40 | 3.55% | | State Grid Qinghai Electric Power Company | 12,842,664.73 | 3.50% | - An impairment provision of 10,454,711.18 dollars was recognized this period for goodwill arising from the acquisition of Shanghai Eastsoft Carrier Microelectronics Co., Ltd.; the impairment test used the income approach, with key parameters including a 5-year forecast period, a 0% perpetual growth rate, and a 12.65% pre-tax discount rate[653][657] - Total government grants received this period amounted to 56.42 million dollars, primarily from VAT immediate refund (34.45 million dollars) and high-tech achievement transformation project subsidies (11.17 million dollars), both recognized in other income[719]