环旭电子：2023年年度报告（英文版）

2023 Annual Report 1 / 285 Stock Code: 601231 Abbreviated Name: USI Convertible Bond Code:113045 Abbreviated Name: USI Convertible Bond Universal Scientific Industrial (Shanghai) Co., Ltd. 2023 Annual Report Note: This Report has been prepared in both Chinese and English. Should there be any discrepancies or misunderstandings between the two versions, the Chinese version shall prevail. 2023 Annual Report 2 / 285 Important Notice I. The Board of Directors, the Board of Supervisors, directors, supervisors and senior management of the Company hereby assure that the content set out in the annual report is truthful, accurate and complete, and contains no misrepresentations, misleading statements or material omissions, and are individually and collectively responsible for the content set out therein. II. All directors attended the Board of Directors meeting. III. Deloitte Touche Tohmatsu Certified Public Accountants LLP has issued a standard unqualified audit report for the Company. IV. Jeffrey Chen, person in charge of the Company, Tan-Yang Liu, person in charge of accounting, and Yuh-Huah Chern, person in charge of the accounting firm (accountant in charge) declare that the financial report in the annual report is truthful, accurate and complete. V. The proposal of profit distribution for the reporting period deliberated and approved by the Board of Directors Regarding its profit distribution plan for 2023, USI is going to distribute a cash dividend of RMB 2.70 (tax included) for every 10 shares on the basis of the total share capital on the record date for implementing the plan after deducting the number of shares in its special buy-back securities account, without bonus share or transfer of capital reserve into share capital, and all the remaining undistributed profits were carried forward for distribution in the following years. In case of any change in the total share capital of the Company and the number of shares in its buy-back securities account prior to the record date for implementing the plan, the cash dividend per share shall remain unchanged, and the total amount of cash dividend shall be adjusted accordingly. The Company's Profit Distribution Plan for the 2023 was deliberated and approved at the Tenth Meeting of the Sixth Session of the Board of Directors of the Company, and it still needs to be deliberated at the Company's 2023 Annual General Meeting of Shareholders. VI. Risk disclosure for forward-looking statements √Applicable □ Not Applicable This report involves forward-looking statements such as future plans, and does not constitute a material commitment of the Company to investors. Investors are requested to pay attention to investment risks. VII. Are there any funds occupied by controlling shareholder or other related parties for non-operational purposes? No 2023 Annual Report 3 / 285 VIII. Is there any external guarantee in violation of the prescribed decision-making process? No IX. Are more than half of the directors unable to guarantee the truthfulness, accuracy and completeness of the annual report disclosed by the Company? No X. Major risk disclosure The major risks facing the Company are described in “Possible Risks” of “Discussion and Analysis of Corporate Development in the Future” in this report. XI. Others √Applicable □ Not Applicable 2023 Annual Report 4 / 285 Contents Section I Definitions .................................................................................................................................. 5 Section II Company Profile and Key Financial Indicators ................................................................... 7 Section III Management Discussion and Analysis ............................................................................... 12 Section IV Corporate Governance ........................................................................................................ 50 Section V Environmental and Social Responsibility ............................................................................ 83 Section VI Major Events ........................................................................................................................ 93 Section VII Changes in Shares and Information of Shareholders .................................................... 120 Section VIII Information on Preferred Shares .................................................................................. 130 Section IX Information on Bonds ........................................................................................................ 131 Section X Financial Statements ........................................................................................................... 135 Catalog of files for reference Accounting stat