Core Viewpoint - The company, Jiabiyou Biotechnology (Wuhan) Co., Ltd., is undergoing a significant asset restructuring by acquiring a 63.2134% stake in Shanghai Ouyi Biomedical Technology Co., Ltd. through a combination of issuing shares and cash payment, with the total transaction value estimated at approximately 83,062.37 million RMB [1][2]. Group 1: Company Overview - Jiabiyou Biotechnology was established on September 22, 2004, with a registered capital of 120 million RMB, located in Wuhan, China [1]. - The company operates in the food manufacturing industry, focusing on the research, production, and sales of polyunsaturated fatty acids such as ARA and DHA, as well as natural β-carotene, primarily for infant formula, health foods, and dietary supplements [1][2]. Group 2: Major Asset Restructuring - The restructuring involves acquiring a 63.2134% equity stake in Shanghai Ouyi Biomedical Technology Co., Ltd., with an assessed value of 131,600 million RMB for the entire equity and 83,188.80 million RMB for the stake being acquired [1][2]. - The share issuance price is set at 19.29 RMB per share, which is not less than 80% of the average stock price over the previous 20 trading days [1][2]. Group 3: Financial Reporting Basis - The pro forma financial statements are prepared under the assumption that the restructuring was completed on January 1, 2023, and are based on the new equity structure post-restructuring [2][3]. - The financial statements do not include cash flow statements or changes in equity, focusing solely on pro forma consolidated financial information [4][5]. Group 4: Accounting Policies - The company follows the Chinese Accounting Standards, with a fiscal year from January 1 to December 31, and uses RMB as its functional currency [6][7]. - The company employs a weighted average method for inventory valuation and recognizes impairment losses for inventory when the net realizable value is lower than the cost [12][13]. Group 5: Financial Instruments - Financial assets are classified based on the business model and cash flow characteristics, with categories including those measured at amortized cost and those measured at fair value [14][15]. - The company assesses expected credit losses for financial assets measured at amortized cost, applying a three-stage model based on credit risk changes [19][20]. Group 6: Long-term Investments and Fixed Assets - Long-term equity investments are accounted for using the cost method for controlled entities and the equity method for joint ventures and associates [24]. - Fixed assets are depreciated using the straight-line method, with specific depreciation rates and useful lives defined for different asset categories [26][27].

备考财务报表审阅报告 TCL 科技集团股份有限公司 容诚专字[2025]518Z0108 号 容诚会计师事务所(特殊普通合伙) 中国·北京 目 录 | 序号 | 内 | 容 | 页码 | | --- | --- | --- | --- | | 1 | 审阅报告 | | 1-2 | | 2 | 备考合并资产负债表 | | 1-2 | | 3 | 备考合并利润表 | | 3 | | 4 | 备考合并财务报表附注 | | 4-150 | 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 22 号 外经贸大厦 15 层/922-926(100037) TEL: 010-6600 1391 FAX: 010-6600 1392 E-mail:bj@rsmchina.com.cn (此页无正文,为 TCL 科技集团股份有限公司容诚专字[2025]518Z0108 号报 告之签字盖章页。) 审 阅 报 告 容诚专字[2025]518Z0108 号 TCL 科技集团股份有限公司全体股东： 我们审阅了后附的 TCL 科技集团股份有限公司（以下简称 TCL 科技集团公 司）按照备考合并财务报表附注三所述的编制基础 ...