TCL，扫雷

Core Viewpoint - TCL Smart Home has initiated a lawsuit against its subsidiary, Aoma Refrigerator, to invalidate certain provisions in the company's articles of association, indicating a long-standing power struggle within the company [1][3][25]. Group 1: Legal Dispute - TCL Smart Home filed a lawsuit in June 2025, claiming that specific clauses in Aoma Refrigerator's articles of association are invalid, particularly those that require a supermajority for electing or replacing directors when control changes [3][5]. - The contested clause was established during the transitional period of TCL's acquisition of Aoma from 2020 to 2023, aimed at preventing new shareholders from interfering with management [5][27]. - The lawsuit reflects TCL's intent to eliminate governance obstacles and facilitate future capital operations, including potential fundraising or spin-offs [25][28]. Group 2: Historical Context - TCL began acquiring shares in Aoma in January 2021, eventually becoming the largest shareholder by March 2021, with a 24.05% stake, while Aoma's original management saw their control diminish [7][8]. - Aoma's management employed various tactics to resist TCL's influence, including rejecting proposals to appoint non-independent directors [5][7]. - The power struggle culminated in TCL successfully placing its executives on Aoma's board, marking a shift from external to internal control [8][19]. Group 3: Financial Performance - Aoma Refrigerator has been a significant revenue contributor for TCL, with refrigerator and freezer sales accounting for 84.49% of TCL's total revenue in 2024 [9][10]. - In 2024, Aoma's revenue reached approximately 15.51 billion yuan, reflecting a 19.45% increase from the previous year [10][22]. - Aoma's net profit for 2024 was approximately 1.02 billion yuan, a 29.58% increase year-on-year, indicating a strong recovery and operational efficiency [22]. Group 4: Strategic Importance - Aoma Refrigerator is positioned as a key asset for TCL, with a strategic focus on high-quality ODM (Original Design Manufacturer) services and a strong export presence, particularly in Europe [9][11]. - The company has maintained a competitive edge through rigorous quality control and efficient production processes, contributing to its status as a leading exporter of refrigerators [11][19]. - TCL's control over Aoma is seen as essential for leveraging its distribution network and enhancing operational synergies within the home appliance sector [21][30].