证券代码：002129 证券简称：TCL 中环 公告编号：2025-019 重要提示： 1、公司于 2025 年 4 月 26 日在指定披露媒体上刊登了《关于召开 2024 年度股东大会通知的 公告》； 2、本次股东大会无否决提案的情况； 3、本次股东大会不涉及变更以往股东大会已通过的决议； 4、本次股东大会以现场与网络投票相结合的方式召开。 一、会议召开和出席情况 TCL 中环新能源科技股份有限公司（以下简称"公司"）2024 年度股东大会于 2025 年 5 月 16 日（星期五）下午 15:00 在公司会议室以现场及网络投票相结合的方式召开。出席本次股东大会的 股东及股东授权代表共计 1,054 人，代表公司股份 1,276,201,028 股，占公司有表决权股份总数的 31.6040%。 其中，出席本次股东大会现场会议的股东及股东代表共计 3 人，代表股份 1,106,309,167 股， 占公司有表决权股份总数的 27.3967%；通过网络投票出席本次股东大会的股东共计 1,051 人，代 表股份 169,891,861 股，占公司有表决权股份总数的 4.2072%；中小股东及股东授权代表共计 1, ...

北京市嘉源律师事务所 关于 TCL 中环新能源科技股份有限公司 2024 年度股东大会的 法律意见书 师事务所 三 源在 JIA YUAN LAW OFFICES 西城区复兴门内大街 158 号远洋大厦 4 楼 中国 · 北京 l TCL 中环 · 2024 年度股东大会 嘉源 · 法律意见书 京 濕倉师事务所 IA YUAN LAW OFFICES 北京 BEIJING·上海 SHANGHAI·深圳 SHENZHEN·香港 HONGKONG·广州 GUANGZHOU·西安 XI'AN 致:TCL中环新能源科技股份有限公司 北京市嘉源律师事务所 关于TCL中环新能源科技股份有限公司 2024年度股东大会的 法律意见书 嘉源(2025)-04-311 北京市嘉源律师事务所(以下简称"本所")接受TCL中环新能源科技股份 有限公司(以下简称"公司")的委托,根据《中华人民共和国公司法》(以下 简称"《公司法》"）《上市公司股东会规则》（以下简称"《股东会规则》"） 等现行有效的法律、行政法规、部门规章、规范性文件(以下简称"法律法规") 以及《TCL中环新能源科技股份有限公司章程》(以下简称"《公司章程》") 的 ...

Core Viewpoint - The photovoltaic industry is facing significant challenges due to a decline in demand following a surge in installations, leading to a drop in prices for silicon wafers and batteries, with production cuts in May falling short of expectations [1][2][4]. Price Trends - The price of N-type silicon wafers has seen a substantial decline, with the largest weekly drop of 13.5% recorded recently, bringing prices below levels seen in Q4 of the previous year [1][2]. - Specific prices include N-type G10L at 1.01 yuan/piece (down 9.82% week-on-week), N-type G12R at 1.12 yuan/piece (down 13.85%), and N-type G12 at 1.35 yuan/piece (down 7.53%) [2][3]. Production and Demand Dynamics - The decline in silicon wafer prices is primarily attributed to a significant drop in downstream demand post-holiday, compounded by insufficient production cuts in the battery sector [3][4]. - Battery production is expected to decrease by 9% in May, with many manufacturers maintaining high operational efficiency, which may not sufficiently alleviate price pressures [3][5]. Financial Health of Companies - Despite a reduction in losses in Q1, many companies in the photovoltaic supply chain continue to struggle, with 18 out of 21 firms reporting losses after adjustments [5][6]. - The median asset-liability ratio for these companies has risen to 73.27%, indicating increasing financial strain [5][6]. Future Outlook - The effectiveness of production cuts is deemed crucial for stabilizing prices, as the industry relies on self-regulation to prevent further declines [4][6]. - Industry insiders suggest that clearer transparency in manufacturing costs could help align prices with production expenses, thereby enhancing the effectiveness of production cuts [6].

Investment Rating - The investment rating for TCL Zhonghuan is "Buy" and is maintained [7]. Core Views - In 2024, TCL Zhonghuan reported a revenue of 28.419 billion yuan, a year-on-year decrease of 52%, with a net profit attributable to shareholders of -9.818 billion yuan. In Q4 2024, revenue was 5.836 billion yuan, down 44% year-on-year, with a net profit of -3.757 billion yuan. For Q1 2025, revenue was 6.101 billion yuan, a 39% decline year-on-year, with a net profit of -1.906 billion yuan [2][5]. - The company maintained a positive operating cash flow, generating 2.839 billion yuan in 2024 and 0.491 billion yuan in Q1 2025 [11]. - The photovoltaic materials business solidified its global leading position, with silicon wafer shipments increasing by 10.5% to 125.8 GW in 2024, maintaining an 18.9% market share. The company is advancing the large-size silicon wafer strategy, with 60.4 GW of large-size (210 series) products shipped [11]. - In Q1 2025, the operational capacity of the photovoltaic materials business improved, with a production capacity of 200 GW and a significant increase in order volume [11]. - The company recorded substantial asset impairment losses, totaling 4.434 billion yuan in 2024, including inventory impairment of 3.337 billion yuan and goodwill impairment of 0.915 billion yuan. In Q1 2025, asset impairment losses amounted to 0.709 billion yuan [11]. Financial Summary - In 2024, TCL Zhonghuan's total revenue was 28.419 billion yuan, with a gross profit margin of -9%. The operating profit was -2.581 billion yuan, and the net profit attributable to shareholders was -9.818 billion yuan [17]. - The company’s cash flow from operating activities was positive, with net cash flow of 2.839 billion yuan in 2024 and 0.491 billion yuan in Q1 2025 [17]. - The company’s R&D expenditure in 2024 was 1.1 billion yuan, accounting for 3.9% of total revenue [11].

Core Viewpoint - The photovoltaic industry is undergoing significant adjustments due to supply-demand mismatches, leading to a reduction in workforce across many companies [1][3][4]. Group 1: Workforce Changes - The number of employees in 109 A-share photovoltaic companies is projected to decrease from 78,260 in 2023 to 63,870 in 2024, indicating a reduction of over 14,000 employees [1][4]. - The workforce saw a substantial increase from 61,770 in 2022 to 78,260 in 2023, driven by a surge in industry performance, with total revenue reaching 1.65 trillion yuan and net profit hitting 147.09 billion yuan in 2023 [2][4]. - Major companies like Longi Green Energy, Jinko Solar, Trina Solar, and JA Solar have reduced their workforce by over 10,000 employees each, with Longi and Jinko seeing reductions exceeding 20,000 [5]. Group 2: Financial Performance - The financial performance of the photovoltaic industry is expected to decline in 2024, with total revenue dropping to 1.38 trillion yuan and a net loss of 60 million yuan reported [4]. - The decline in material prices has led to some companies operating at a loss, prompting them to implement cost-cutting measures, including workforce reductions [3][4]. Group 3: Contrasting Trends - Despite the overall trend of workforce reduction, some companies, particularly in the photovoltaic equipment sector, are hiring. For instance, North China Innovation added 4,434 employees, and Sungrow Power increased its workforce by 3,608 [6]. - Companies producing photovoltaic inverters and auxiliary materials, such as Sungrow, Deye, and Jinlang Technology, have reported overall profitability, allowing them to expand their workforce [6].

Core Viewpoint - The performance of photovoltaic companies has been significantly impacted by the decline in industry chain prices, leading to increased losses among major players while some equipment and storage companies have shown resilience and growth [1][2][5]. Group 1: Industry Performance - In Q1 2025, among 67 listed companies in the photovoltaic equipment sector, 30 companies reported revenue growth year-on-year, accounting for approximately 44.77% [1]. - 34 companies experienced losses, representing about 50% of the total, with major integrated companies like Tongwei Co., TCL Zhonghuan, and Longi Green Energy reporting significant losses [2]. - Tongwei Co. reported a revenue of 15.933 billion yuan, down 18.58% year-on-year, with a net loss of 2.593 billion yuan, a decline of 229.56% [2]. - TCL Zhonghuan's revenue fell to 6.101 billion yuan, down 38.58%, with a net loss of 1.906 billion yuan, worsening by 116.67% compared to the previous year [3]. Group 2: Segment Analysis - The battery segment is facing intense price competition, with JunDa Co. reporting a revenue decline of 49.52% and a net loss of 106 million yuan, a drop of 636.04% year-on-year [3]. - Major component manufacturers like JA Solar and Trina Solar have also shifted from profit to loss, with JA Solar reporting a revenue of 13.843 billion yuan, down 40.03%, and a net loss of 1.39 billion yuan [3][4]. - Trina Solar's revenue decreased by 21.48% to 14.335 billion yuan, with a net loss of 1.32 billion yuan compared to a profit of 516 million yuan in the previous year [4]. Group 3: Resilient Companies - In contrast, companies in the energy storage and equipment sectors have shown strong performance, with Sungrow Power achieving a revenue of 19.036 billion yuan, up 50.92%, and a net profit of 3.826 billion yuan, up 82.52% [5]. - DeYe Co. also reported a revenue increase of 36.24% to 2.566 billion yuan, with a net profit of 706 million yuan, up 62.98% [6]. - JinkoSolar and other equipment manufacturers have also reported significant revenue growth, with Jiejia Weichuang achieving a revenue of 4.099 billion yuan, up 58.95% [6]. Group 4: Global Expansion - Companies are increasingly focusing on international markets, with Hengdian East Magnetic reporting a revenue of 5.222 billion yuan, up 23.25%, and a net profit of 458 million yuan, up 29.65% [8]. - DeYe Co. has expanded its overseas sales significantly, with foreign sales revenue increasing by 83.2% [9]. - The global clean energy transition is expected to drive long-term growth in the photovoltaic industry, with a reported 59.71 GW of new photovoltaic installations in Q1 2025, a year-on-year increase of 30.5% [10].

Core Viewpoint - TCL Zhonghuan is facing significant challenges in the photovoltaic industry due to structural adjustments in production capacity and irrational competition, leading to a sharp decline in product prices and a downturn in financial performance [1][2] Financial Performance - In 2024, TCL Zhonghuan reported operating revenue of 28.419 billion yuan, a year-on-year decrease of 51.95% [1] - The company incurred a net loss of 9.818 billion yuan [1] - Despite losses, the company maintained positive operating cash flow, with 3.95 billion yuan in net cash flow from operations in 2024 and 490 million yuan in the first quarter of 2025 [4][5] Industry Outlook - The photovoltaic industry is currently in a downward cycle, with prices expected to stabilize after a period of demand surge [1][2] - TCL Zhonghuan anticipates that the industry will continue to grow in the long term, emphasizing the necessity of capacity reduction and industry self-discipline [1] Cost Reduction Strategies - The company is focusing on cost reduction in silicon wafer production, achieving a cost advantage of 3%-5% over the second and third tiers of competitors, and 2%-3% over first-tier competitors [2] - Significant progress has been made in reducing costs through advancements in technology and production efficiency [2] Strategic Adjustments - TCL Zhonghuan is diversifying its product offerings in the battery module segment, moving beyond its previous focus on bifacial products to meet market standards [2][3] - The company aims to expand its presence in overseas markets, particularly in Europe and the United States, while enhancing its brand capabilities [3] Global Expansion - The company is actively pursuing a global strategy, establishing partnerships for overseas production capacity, including a collaboration with Saudi Arabia's Public Investment Fund to build a large-scale crystal wafer factory [3] Capital Expenditure and Cash Flow Management - No new domestic photovoltaic projects are planned for the next two years, with capital expenditures focused on semiconductor materials and ongoing projects [4] - The company is committed to maintaining positive operating cash flow through cost improvements and effective management of current assets [5]

Core Viewpoint - TCL has expanded its business beyond traditional home appliances into smart terminals and new energy sectors under the leadership of Li Dongsheng, with mixed financial results from its four listed companies in 2024 [1][3]. Group 1: Financial Performance of TCL Companies - TCL Technology reported a revenue of approximately 164.82 billion yuan in 2024, a decrease of 5.47% year-on-year, with a net profit of about 1.564 billion yuan, down 29.38% [3]. - The semiconductor display business of TCL Technology achieved a record revenue of 104.3 billion yuan in 2024, growing by 25% year-on-year, and a net profit of 6.23 billion yuan, an increase of 62.4% [3][5]. - TCL Zhonghuan, a subsidiary of TCL Technology, faced significant challenges, with a revenue of approximately 28.419 billion yuan in 2024, down 51.95%, and a net loss of about 9.818 billion yuan [4]. Group 2: Performance of Other TCL Subsidiaries - Tianjin Printers achieved a revenue of approximately 1.128 billion yuan in 2024, a year-on-year increase of 74.57%, with a net profit of about 33.8644 million yuan, up 28.16% [7]. - TCL Smart Home reported a revenue of approximately 18.361 billion yuan in 2024, a growth of 20.96%, and a net profit of about 1.019 billion yuan, an increase of 29.58% [7][8]. Group 3: Market Capitalization Trends - The total market capitalization of the four TCL companies was approximately 124.297 billion yuan, with TCL Technology leading at nearly 78 billion yuan [9]. - In 2025, the total market capitalization of these companies experienced a decline, with TCL Smart Home seeing the largest drop of over 20% [9].

Core Viewpoint - The photovoltaic industry is experiencing significant challenges, including heavy losses in the main production chain and rising debt levels, despite some signs of reduced losses after production cuts [1][3][4]. Industry Overview - The photovoltaic industry has not fully escaped the capacity dilemma, with major losses still prevalent in the main production chain (silicon materials, silicon wafers, batteries, and modules) [1]. - In the first quarter, 18 out of 21 listed companies in the photovoltaic main production chain reported losses, with larger manufacturers facing more severe losses [1][3]. - The "430 node" has passed, leading to a significant decline in demand and a drop in prices across the industry chain, with silicon material and wafer prices falling sharply [1][7]. Financial Performance - In the first quarter, 17 companies in the photovoltaic main production chain reported positive growth in net profit, with TCL Zhonghuan, Trina Solar, and JA Solar seeing growth rates exceeding 50% [3]. - Despite some companies reducing losses, the overall reversal point for profitability in the photovoltaic industry remains unclear, and concerns about cash flow crises persist [3][6]. Debt Levels - The asset-liability ratio of the photovoltaic industry continues to rise, with the median asset-liability ratio of 21 listed companies reaching 73.27% by the end of the first quarter, an increase of 4.61 percentage points year-on-year [3][4]. - Leading manufacturers like Tongwei Co. and TCL Zhonghuan have seen significant increases in their debt ratios, with Tongwei's ratio reaching 72.25%, up 12.98 percentage points year-on-year [4]. - The total short-term borrowings of 21 photovoltaic companies reached a record high of 635.72 billion yuan, with a year-on-year increase of 135 billion yuan [4][5]. Market Dynamics - The end of the installation rush has led to a decline in downstream demand, causing prices to drop across the industry chain [7][8]. - Analysts predict that the photovoltaic industry may face a painful adjustment period due to uncertain investment returns and a lack of clear signs of price stabilization [7][8]. - The current market conditions, characterized by low trading activity and excess inventory, are challenging for many silicon material companies, prompting some to consider production cuts [7][8].

Group 1: Wind Power Industry - The wind power industry in China is experiencing a recovery in performance from Q4 2024 to Q1 2025, with some companies exceeding expectations [3] - In 2024, 23 A-share wind power companies reported a total revenue of 225.15 billion yuan and a net profit of 13.24 billion yuan, showing a revenue increase of 4.39% but a net profit decline of 12.70% year-on-year [3] - In Q1 2025, these companies achieved a total revenue of 47.58 billion yuan and a net profit of 4.22 billion yuan, indicating growth compared to Q1 2024 [3] - Goldwind Technology reported a revenue of 9.47 billion yuan in Q1 2025, a 35.72% increase year-on-year, and a net profit of 568 million yuan, up 70.84% [4] - The recovery in wind turbine prices and expansion into overseas markets have positively impacted the performance of wind power manufacturers [4][6] Group 2: Solar Power Industry - The solar power industry faced significant challenges in 2024, with 110 A-share solar companies reporting a total revenue of approximately 1.38 trillion yuan, a decrease of 17.96% year-on-year, and a net profit of approximately -363 million yuan, a decline of 100.25% [8] - In Q1 2025, these companies reported a total revenue of 279.14 billion yuan, with a net profit of approximately 4.74 billion yuan, indicating a significant drop compared to Q1 2024 [8] - Major integrated solar companies like TCL Zhonghuan, Longi Green Energy, and Tongwei reported substantial losses, with net profits of -9.82 billion yuan, -8.62 billion yuan, and -7.04 billion yuan respectively [8] - Despite the overall downturn, companies involved in solar energy storage have shown resilience, with notable performances from companies like Sungrow Power and Canadian Solar [9] Group 3: Energy Storage Industry - The energy storage industry saw a decline in overall performance in 2024, with 21 A-share companies reporting a total revenue of 682.1 billion yuan, a decrease of 3.59%, and a net profit of 74.54 billion yuan, down 21.4% year-on-year [12] - In Q1 2025, these companies reported a total revenue of 158.07 billion yuan, a year-on-year increase of 12.39%, and a net profit of 21.03 billion yuan, up 34% [13] - The profitability in the energy storage sector is increasingly concentrated among leading companies like CATL and Sungrow, which have reported significant profit increases [13] - The energy storage market is undergoing transformation, with a shift in focus from domestic to overseas markets for higher profit margins [14][15]