新思科技 2023年度报告

FORM 10-K (Mark One) 56-1546236 Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act. Table of Contents If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of theeffectiveness of itsinternal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accountingfirm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.☐Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to § 240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).Yes☐No☐ The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price atwhich the common equity was last sold as of the last business day of the registrant’s most recently completed second fiscal quarterwas approximately $67.5 billion. Aggregate market value excludes an aggregate of approximately 26.0 million shares of theregistrant's common stock, par value of $0.01 per share (Common Stock) held by the registrant’s executive officers and directorsand by each person known by the registrant to own 5% or more of the outstanding common stock on such date. Exclusion of sharesheld by any of these persons should not be construed to indicate that such person possesses the power, direct or indirect, to director cause the direction of the management or policies of the registrant, or that such person is controlled by or under common controlwith the registrant. On December 16, 2024, 154,578,449 shares of Common Stock were outstanding. DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant’s definitive Proxy Statement relating to the registrant’s 2025 Annual Meeting of Stockholders, scheduled tobe held on April 10, 2025, are incorporated by reference into Part III of this Annual Report on Form 10-K where indicated. Except asexpressly incorporated by reference, the registrant’s Proxy Statement shall not be deemed to be part of this report. Table of Contents ANNUAL REPORT ON FORM 10-KFiscal year ended October 31, 2024 TABLE OF CONTENTS Page No. PART I Item 1.BusinessItem 1A.Risk FactorsItem 1B.Unresolved Staff CommentsItem 1C.CybersecurityItem 2.Properties Item 3.Legal Proceedings33Item 4.Mine Safety Disclosures33 PART II Item 5.Market for Registrant’s Common Equity, Related StockholderMatters and Issuer Purchases of Equity Securities34Item 6.[Reserved]35Item 7.Management’s Discussion and Analysis of Financial Condition andResults of Operations36Item 7A.Quantitative and Qualitative Disclosures About Market Risk52Item 8.Financial Statements and Supplementary Data54Item 9.Changes in and Disagreements with Accountants on Accountingand Financial Disclosure105Item 9A.Controls and Procedures105Item 9B.Other Information106Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections106 PART III Item 10.Directors, Executive Officers and Corporate Governance107Item 11.Executive Compensation107Item 12.Security Ownership of Certain Beneficial Owners and Managementand Related Stockholder Matters107Item 13.Certain Relationships and Related Transactions, and DirectorIndependence107Item 14.Principal Accountant Fees and Services107 PART IV Item 15.Exhibits and Financial Statement Schedules108Item 16.Form 10-K Summary111 SIGNATURES 112 Table of Contents Cautionary Note Regarding Forward-Looking Statements This Annual Report on Form 10-K (this Form 10-K or this Annual Report) contains forward-lookingstatements within the meaning of Section 27A of the Securities Act of 1933, as amended (the SecuritiesAct), Section 21E of the Securities Exchange Act of 1934, as amended (the Exchange Act), and thePrivate Securities Litigation Reform Act of 1995. Any statements herein that are not statements ofhistorical fact are forward-looking statements. Words such as “may,” “will,” “could,” “would,” “can,”“should,” “anticipate,” “expect,” “intend,” “believe,” “estimate,” “project