申万宏源证券承销保荐有限责任公司 关于深圳证券交易所 《关于 TCL 科技集团股份有限公司发行股份购买 资产并募集配套资金申请的审核问询函》 回复之专项核查意见 独立财务顾问 IR页什公司 N HONGYUAN FIN 二〇二五年四月 深圳证券交易所上市审核中心: TCL 科技集团股份有限公司(以下简称"公司"、"上市公司"或"TCL 科 技")收到贵所于 2025年 4 月 14 日出具的《关于 TCL 科技集团股份有限公司发 行股份购买资产并募集配套资金申请的审核问询函》(审核函〔2025〕130003 号 ) (以下简称"重组问询函"),申万宏源证券承销保荐有限责任公司(以下简称"独 立财务顾问")作为 TCL 科技发行股份及支付现金购买资产并募集配套资金(以 下简称"本次交易")的独立财务顾问,会同公司及相关中介机构对《重组间询 函》所涉及的问题进行了认真核查,现就《重组问询函》中涉及独立财务顾问发 表意见的问题回复如下: 如无特别说明,本核查意见中的简称或名词释义与重组报告书所定义的词语 或简称具有相同的含义。本核查意见所引用的财务数据和财务指标,如无特殊说 明,指合并报表口径的财务数据和根据该类财 ...

Core Insights - TCL Technology reported a total revenue of 164.8 billion yuan for 2024, with a net profit attributable to shareholders of 1.56 billion yuan, showing a decline compared to the previous year [1] - The semiconductor display segment was the main driver of performance, achieving a revenue of 104.3 billion yuan in 2024, a 25% increase year-on-year, and a net profit of 6.23 billion yuan [1][2] - The photovoltaic business faced significant challenges, with TCL Zhonghuan reporting a revenue of 28.4 billion yuan in 2024, a decline of over 50%, and a net loss of 9.82 billion yuan [1][4] Display Business Performance - The global panel industry saw a recovery in 2024, with TCL's semiconductor display business achieving a record revenue of 104.3 billion yuan, up 25% year-on-year, and a net profit increase of 62.4 billion yuan [2] - In Q1 2025, the display segment continued its growth, with revenue reaching 27.5 billion yuan, an 18% increase year-on-year, and a net profit of 2.33 billion yuan, up 329% [2] - TCL Huaxing ranked among the top two globally in TV panel shipments, with leading market shares in 55-inch, 65-inch, and 75-inch products [2] OLED and New Technologies - In the small-sized flexible OLED market, TCL's market share rose to fourth globally, although price competition remains a challenge [3] - TCL invested over 7 billion yuan in R&D for display technologies in 2024, focusing on Mini LED, Micro LED, and printed OLED [3] - The acquisition of LGD's Guangzhou panel and module factory is expected to enhance TCL's capacity and customer reach, although integration will take time [3] Photovoltaic Business Challenges - The global photovoltaic industry entered a deep adjustment phase in 2024, leading to significant price declines across the supply chain [4][5] - TCL Zhonghuan's revenue dropped to 28.4 billion yuan, a 52% decrease, with a net loss of 9.82 billion yuan due to rapid price declines and strategic misalignments [4][5] - The company is adjusting its product lines to align with new high-efficiency technologies and has begun to see improvements in Q1 2025 [5][6] Strategic Adjustments and Future Outlook - TCL Zhonghuan is collaborating with Saudi Arabia's Public Investment Fund to establish a large-scale crystalline silicon factory overseas, aiming to mitigate trade barriers and diversify risks [6] - The company is optimistic about improving its operational performance in 2025, driven by strategic adjustments and a focus on technology innovation [6]

Core Insights - TCL Technology reported a revenue of 164.8 billion yuan and a net profit of 1.56 billion yuan for the year 2024 [1] - In Q1 2024, TCL Technology achieved a revenue of 40.1 billion yuan, a year-on-year increase of 0.4%, and a net profit of 1.01 billion yuan, a significant increase of 322% [1] - The semiconductor display business generated a revenue of 104.3 billion yuan in 2024, reflecting a 25% year-on-year growth, with a net profit of 6.23 billion yuan, an increase of 62.4 billion yuan [1] Company Performance - The semiconductor display business reported a revenue of 27.5 billion yuan in Q1 2024, up 18% year-on-year, and a net profit of 2.33 billion yuan, which is a 329% increase [1] - The quarterly revenue and net profit for the display business reached a three-year high [1] - TCL Technology's operating cash flow net amount was 12.1 billion yuan, an 83% year-on-year increase [1] Industry Trends - The display industry is experiencing an improved supply-side structure, with demand driven by larger sizes and AI applications, leading to enhanced panel demand and value growth [1] - The overall supply-demand relationship in the industry is improving, with mainstream product prices on the rise [1] R&D and Acquisitions - TCL Technology invested 8.87 billion yuan in R&D in 2024, accounting for 5.4% of its revenue [2] - The company accelerated innovation in MLED and successfully achieved mass production of printed OLED [2] - TCL Technology completed the acquisition of LGD's Guangzhou panel and module factory, which will contribute to revenue and profit from Q2 2024 onwards [2]

Industry Overview - The rise of smart TVs has revitalized the television market, integrating traditional functions with internet connectivity for multimedia playback, app downloads, and online interaction, making smart TVs a crucial link between home entertainment and the internet [1] - The number of listed companies in China's smart TV industry is significant, primarily distributed across the upstream and midstream of the industry chain [1] Company Summaries - Major listed companies in the smart TV sector include TCL Technology (000100.SZ), Hisense Visual (600060.SH), Haier Smart Home (600690.SH), Skyworth Digital (000810.SZ), Shenzhen Konka (000016.SZ), Sichuan Changhong (600839.SH), and Xiaomi Group (1810.HK) [1][2] - TCL Technology and Xiaomi Group reported substantial revenues from their smart TV businesses, with TCL generating 498.77 billion and Xiaomi 471.34 billion in the first half of 2024 [17] - Haier Smart Home leads in gross margin for smart TV business at 30.61% in the first half of 2024 [17] Financial Performance - The financial performance of listed companies in the smart TV industry shows a diverse range of revenues, with TCL Technology leading in revenue generation [4][5] - The revenue figures for the first half of 2024 for key companies include: - TCL Technology: 498.77 billion - Hisense Visual: 201.46 billion - Haier Smart Home: 1356.23 billion - Xiaomi Group: 1643.95 billion [17] Business Layout and Strategy - Most companies have a high proportion of their business focused on smart TVs, with Hisense Visual and Skyworth Digital exceeding 70% [15] - Companies are expanding their overseas markets, with Hisense Visual, Haier Smart Home, and Xiaomi Group having over 45% of their business from international markets [15] - Companies are focusing on consolidating their existing product advantages, increasing R&D investment, and embracing artificial intelligence in their business strategies [18] Competitive Landscape - The competitive landscape shows that TCL Technology and Xiaomi Group are significant players in terms of revenue, while Haier Smart Home has the highest gross margin [17] - Companies are leveraging technological innovations and market expansion strategies to enhance their competitive positions [18] Key Metrics and Rankings - TCL Technology has the highest registered capital among listed companies at approximately 1.88 billion [9] - Haier Smart Home has the largest employee count at 112,458 [11] - The number of bidding information is highest for Hisense Visual and Sichuan Changhong, each exceeding 1,000 entries [8]

Core Viewpoint - The news highlights the performance and potential of state-owned enterprises (SOEs) in China, particularly in the context of ongoing reforms and the integration of artificial intelligence in operations, which may enhance their competitiveness and market performance [2][4]. Group 1: ETF Performance - As of April 29, 2025, the National Enterprise Win-Win ETF (159719) decreased by 0.47%, with a latest price of 1.48 yuan. Over the past week, it has seen a cumulative increase of 0.54% [1]. - The National Enterprise Win-Win ETF had a turnover of 1.2% during the trading session, with a transaction volume of 2.3576 million yuan. The average daily transaction volume over the past year was 17.9394 million yuan [1]. - The Greater Bay Area ETF (512970) increased by 0.43%, with a latest price of 1.16 yuan. Over the past year, it has accumulated a rise of 13.72% [4]. Group 2: Index and Component Stocks - The National Enterprise Win-Win ETF closely tracks the FTSE China National Enterprise Open Win-Win Index, which consists of 100 constituent stocks, including 80 A-share companies and 20 Chinese companies listed in Hong Kong. The top ten constituent stocks are predominantly "China National" stocks [4][6]. - The top ten stocks in the index include China Petroleum, China Petrochemical, China Construction, and China Mobile, with respective weightings of 15.58%, 12.33%, and 8.89% [6]. - The Greater Bay Area Development Theme Index (931000) saw a slight increase of 0.06%, with notable performers including Keda Manufacturing and Weigao Medical, which rose by 6.95% and 4.54%, respectively [4]. Group 3: Policy and Market Outlook - The State-owned Assets Supervision and Administration Commission (SASAC) is actively promoting the "AI+" initiative, focusing on integrating artificial intelligence into enterprise operations to enhance efficiency [1]. - According to Galaxy Securities, SOEs are expected to play a crucial role in China's modernization process, with ongoing reforms aimed at improving core competitiveness and operational efficiency [2]. - The market-oriented operational mechanisms of SOEs are being refined, with plans to implement performance adjustments and exit strategies for underperforming entities by 2025, which may lead to improved profitability [2].

【WitsView整理】 近日，京东方、彩虹股份、 TCL科技、 三利谱、蓝黛科技、晶合集成、路维 光电、翰博高新、康冠科技9家显示相关企业相继披露2025年第一季度报告。具体如下： 2025年第一季度，京东方实现营业收入505.99亿元，同比增长10.27%，创一季度收入历史新高； 实现归属于上市公司股东净利润16.14亿元，同比增长64.06%；扣除非经常性损益后的净利润13.52 亿元，同比增长126.56%。 | 项目 | 本报告期 | 上年同期 | 本报告期比上年同期增减 | | | --- | --- | --- | --- | --- | | | | | (%) | | | 营业收入(元) | 50.598.933.939.00 | 45,887,570,444.00 | | 10.27% | | 归属于上市公司股东的净利 | 1,613,999,380.00 | 983.812.692.00 | | 64.06% | | 润(元) | | | | | | 归属于上市公司股东的扣除 非经常性损益的净利润 | 1.351.864.713.00 | 596.689.345.00 | | 126.56 ...

【WitsView整理】 4月29日凌晨，TCL科技公布了2024年财报。 2024年，TCL科技实现营收1,648亿元，同比下降5.47%；归属于上市公司股东净利润15.6亿元，同 比下降29.38%。 | | 2024 年 | 2023 年 | 本年比上年增减 | 2022年 | | --- | --- | --- | --- | --- | | 营业收入(元) | 164,822,832,863 | 174,366,657,015 | -5.47% | 166,552,785,829 | | 归属于上市公司股东 | 1,564,109,407 | 2,214,935,302 | -29.38% | 261,319,451 | | 的净利润(元) | | | | | | 归属于上市公司股东 的扣除非经常性损益 | 298,355,801 | 1,021,080,065 | -70.78% | -2,698,210,800 | | 的净利润(元) | | | | | | 经营活动产生的现金 | 29.526,569.404 | 25.314.756.105 | 16.64% | 18.426.376.609 ...

Core Viewpoint - The panel industry experienced a strong start in Q1 2023, but overall demand is expected to decline in Q2, leading companies to adopt a production-on-demand strategy to manage uncertainty [1][5]. Group 1: Company Performance - TCL Technology reported a revenue of 104.3 billion yuan for 2024, a 25% year-on-year increase, with a net profit of 6.23 billion yuan, improving by 62.4 billion yuan [4]. - BOE Technology's Q1 2025 revenue reached 50.599 billion yuan, a 10.27% year-on-year increase, with a net profit of 1.614 billion yuan, up 64% [4]. - In 2024, BOE's revenue is projected to be 198.4 billion yuan, a 13.65% increase, with a net profit of 5.323 billion yuan, up 108.96% [4]. Group 2: Market Trends and Demand - The panel industry saw a short-term surge in demand in Q1 2023, driven by tight supply and favorable policies, but is now facing a high-level decline in demand due to tariff policy disruptions and preemptive stockpiling [5]. - The demand for IT and mobile display panels remains strong, influenced by government subsidies and rising tariffs [5]. - The price of TV panels has slightly rebounded due to the tight supply-demand balance, but is expected to stabilize as production adjusts [8]. Group 3: Strategic Moves and Investments - TCL Technology is increasing its stake in Shenzhen Huaxing Optoelectronics to 84.21% through a share issuance and cash payment totaling 11.562 billion yuan [6]. - BOE is exploring overseas market opportunities to mitigate the limited impact of tariffs on its exports to the U.S. [8]. - Both TCL and BOE are focusing on expanding their presence in emerging display technologies, including OLED and MLED [7]. Group 4: Industry Outlook - The market share of major panel manufacturers, including BOE, TCL Huaxing, and Huike, is expected to rise to 66% in the global LCD panel supply market [7]. - The industry is anticipated to undergo consolidation, with BOE open to acquiring additional stakes to enhance competitiveness [9]. - Both companies have announced dividend plans, with BOE proposing a cash distribution of no less than 35% of its net profit and TCL planning to repurchase shares worth up to 800 million yuan [9].

Industry Overview - The Chinese home audio-visual equipment manufacturing industry is entering a new development stage characterized by technological integration and scenario innovation [1][13] - The market size for this industry is projected to reach 565.8 billion yuan in 2024, reflecting a year-on-year growth of 0.91%, indicating a significant slowdown compared to pre-pandemic growth levels [1][13] Industry Characteristics - The industry is transitioning from a universal growth model to a competition cycle dominated by stock updates, with consumer demand shifting from basic functionality to quality upgrades [1][13] - There is a notable trend towards structural upgrades, driven by technological integration and scenario innovation, leading to high-end, intelligent, and scenario-based upgrades [1][13] Industry Development History - The industry has experienced four main stages: initial stage in the 1980s, rapid development in the 1990s, technological innovation and upgrade from 2000 to 2020, and a high-quality development phase from 2020 to present [4][5] Current Industry Status - In 2023, the production of combination audio systems in China was 20,600 units, a year-on-year decrease of 6.03%, attributed to economic pressures affecting consumer spending on non-essential goods [9] - The Producer Price Index (PPI) for the audio-visual equipment manufacturing industry was 98.1 at the end of March 2025, down 1.9% year-on-year, influenced by declining international oil prices and seasonal reductions in energy demand [11] Key Companies - Major players in the industry include Hisense, Skyworth, TCL, and Huawei, each leveraging technology and ecosystem integration to enhance competitiveness [15][16] - Hisense's revenue for 2024 is projected at 58.53 billion yuan, with a year-on-year growth of 9.17%, while Skyworth's revenue is expected to be 65.01 billion yuan, down 5.82% year-on-year [16][18] Future Development Trends - Technological innovation will be the core driver for industry upgrades, with advancements in display technology, audio processing, and smart interaction expected to enhance product performance [20] - The industry will actively explore emerging markets, particularly in Southeast Asia and Africa, to find new growth opportunities [21] - There will be an acceleration of industry integration, with semiconductor display technologies and 5G communication enhancing product capabilities and user experiences [23]

非经营性资金占用及其他关联资金 往来情况专项说明 TCL 科技集团股份有限公司 容诚会计师事务所(特殊普通合伙) 中国·北京 容诚会计师事务所（特殊普通合伙） 总所：北京市西城区阜成门外大街 号 幢 层 至 容诚专字[2025]518Z0439 号 TCL 科技集团股份有限公司 非经营性资金占用及其他关联资金往来情况专项说明 容诚专字[2025]518Z0439 号 TCL 科技集团股份有限公司全体股东： 我们接受委托，依据中国注册会计师审计准则审计了 TCL 科技集团股份有限 公司（以下简称"TCL 科技"）2024 年 12 月 31 日的合并及母公司资产负债表， 2024 年度的合并及母公司利润表、合并及母公司现金流量表和合并及母公司股东 权益变动表以及财务报表附注，并于 2025 年 4 月 27 日出具了容诚审字 [2025]518Z0833 号的无保留意见审计报告。 根据中国证券监督管理委员会《上市公司监管指引第 8 号——上市公司资金 往来、对外担保的监管要求》的要求及深圳证券交易所《深圳证券交易所上市公司 自律监管指南第 1 号——业务办理》的规定，TCL 科技管理层编制了后附的 TCL 科技 ...