保荐人（主承销商） 广东省深圳市福田区中心三路8号卓越时代广场（二期）北座 二零二五年十月 天音通信控股股份有限公司 2023年度向特定对象发行A股股票募集说明书 声 明 本公司及全体董事、监事、高级管理人员承诺本募集说明书内容真实、准确、完整，不存在虚假记载、 误导性陈述或重大遗漏，按照诚信原则履行承诺，并承担相应的法律责任。 中国证监会、深圳证券交易所对本次发行所作的任何决定或意见，均不表明其对申请文件及所披露信息 的真实性、准确性、完整性作出保证，也不表明其对公司的盈利能力、投资价值或者对投资者的收益作 出实质性判断或保证。任何与之相反的声明均属虚假不实陈述。 根据《证券法》的规定，证券依法发行后，公司经营与收益的变化，由公司自行负责。投资者自主判断 公司的投资价值，自主作出投资决策，自行承担证券依法发行后因公司经营与收益变化或者证券价格变 动引致的投资风险。 本募集说明书所述事项并不代表审批机关对于本次发行相关事项的实质性判断、确认、批准或注册，本 募集说明书所述本次发行相关事项的生效和完成尚需中国证监会注册批复文件。 重大事项提示 公司特别提示投资者注意，在作出投资决策之前，务必仔细阅读本募集说明书 ...

Core Insights - JD.com is expanding its local lifestyle services by launching an independent food delivery app and a review platform, aiming to enhance user engagement and streamline its offerings in the food and beverage sector [2][3][5] Group 1: Product Launches - JD.com has introduced an independent food delivery app to improve user accessibility and reduce lost traffic from the main JD app [3] - The company launched JD Review and JD True List, which includes five sub-channels for food, hotels, products, travel, and home services [5] - JD Review utilizes AI technology to analyze vast amounts of data for generating objective reviews, with a commitment to never commercialize the review platform [4][5] Group 2: Strategic Initiatives - The launch of JD Review is seen as a strategic move to integrate various local lifestyle services, including dining and travel, under a unified platform [7] - JD.com is also entering the pre-prepared food market with its brand "Seven Fresh Kitchen," which has already launched over 150 products [8] - The company is promoting its travel services through initiatives like the "Treasure City" plan, offering discounted tickets and hotel deals [7] Group 3: Market Positioning - Experts suggest that JD Review will help drive traffic to in-store dining, enhancing the overall user experience in the local lifestyle sector [6][7] - The company aims to leverage its supply chain capabilities to support local restaurants and hotels, potentially improving efficiency and quality in the market [9] - Despite the challenges in the travel and hospitality market, JD.com is expected to differentiate itself through its established supply chain and logistics services [9]

Core Viewpoint - The consumer sector is showing signs of recovery, driven by favorable policies, rising CPI, and the imminent closure of Hainan Free Trade Port, leading to increased investment enthusiasm in the sector [2][4]. Group 1: Consumer Sector Analysis - The consumer sector is believed to be at the bottom, with fundamentals gradually improving, as indicated by the third-quarter reports [4]. - The "14th Five-Year Plan" emphasizes the importance of consumption, suggesting a positive outlook for the sector [4]. - Key investment opportunities include the restaurant chain sector, which is nearing the end of price wars, and companies like Anjiexin Foods and Lihai Foods are seeing improved net profit margins [4]. Group 2: Duty-Free Industry Insights - Hainan's duty-free sales data shows a significant recovery in Q3 2025, with a notable increase in average transaction value, and a stable outlook for Q4 [5]. - Continuous policy support, including a clear timeline for the island's closure and an expanded range of duty-free products, is expected to enhance the operational conditions for companies like China Duty Free Group and Hainan Development [5]. Group 3: Structural Upgrades in Consumption - The toy industry is evolving with IP incubation and category innovation, favoring leading companies with strong design and supply chain capabilities [6]. - The beauty industry is integrating medical, beauty, and health services, which is expected to enhance customer spending and repeat purchases [6]. - The consumer industry is transitioning from "functional supply" to "scenario value supply," indicating a structural upgrade in brand consumer goods [6]. Group 4: New Consumption Trends - Four new consumption themes are emerging: 1. Brand globalization 2.0, focusing on pricing power and emerging markets [7]. 2. Emotional value sectors like trendy toys and pet products are expected to benefit from rising GDP per capita [7]. 3. AI-driven consumption in service sectors is showing potential for profitability [7]. 4. Channel transformation emphasizing user experience and operational efficiency, particularly in instant retail and cost-effective dining [7]. Group 5: High-Growth Opportunities in Emotional Consumption - The gold and jewelry sector is undergoing significant changes, with rising gold prices and a shift towards emotional consumption, suggesting opportunities in high-end and trendy gold segments [8]. - Retail e-commerce is focusing on offline retail transformation and AI-enabled cross-border e-commerce leaders [8]. - The cosmetics sector is seeing growth in domestic brands that meet emotional value and safety ingredient innovation [8]. - The medical beauty sector remains resilient, with opportunities in differentiated products and mergers in downstream medical beauty institutions [8].

Group 1 - The report highlights the significant achievements in the recent China-US trade talks, with the US agreeing to suspend certain tariffs on Chinese goods, which may positively impact trade dynamics [7] - The macroeconomic policy emphasizes the importance of expanding domestic demand and improving living standards, as outlined in the "15th Five-Year Plan" [5][6] - The report notes a shift in export growth, with October exports showing a decline of 1.1% year-on-year, influenced by high base effects from the previous year [11][12] Group 2 - The report discusses the rebalancing between technology and cyclical sectors, suggesting that both will play significant roles in the market moving forward [17][20] - It identifies the satellite industry as a strategic investment opportunity, driven by large market potential, strong policy support, and technological advancements [23][24] - The report indicates that the REIT market is showing resilience, with the recent listing of the CITIC Construction Investment Shenyang International Software Park REIT, which is expected to attract investment due to its high dividend yield [65][66]

Industry Overview - In 2025, social consumption and retail enterprises are slowly recovering, with segments like gold jewelry benefiting from high gold prices, while cosmetics and medical aesthetics face intense competition and the rise of domestic brands. Notably, "emotional consumption" remains a key indicator of market vitality [2][8]. Segment Analysis Gold Jewelry - The industry has undergone significant changes, with high gold prices and declining wedding demand affecting traditional brand competitiveness. The rise of emotional consumption and social media marketing has led to the emergence of new brands with differentiated products and consumer insights. Opportunities are seen in high-end Chinese gold and trendy gold segments [3][25]. Retail E-commerce - Offline retailers are transforming from selling "goods" to offering "services and experiences," leveraging their advantages to attract traffic back. Online cross-border e-commerce is expected to enter a demand improvement phase with the easing of interest rates, further enhanced by AI integration [3][19]. Cosmetics - Domestic brands are capitalizing on cultural roots and emotional value to increase market share. Innovations in product safety and emotional value are key, with opportunities in regional and technological narratives, sensitive skin anti-aging, and domestic color cosmetics [3][85]. Medical Aesthetics - High-end consumers show resilience, with a focus on differentiated products from upstream manufacturers and mergers and acquisitions among downstream medical institutions to drive growth [3][5]. Investment Recommendations - Gold Jewelry: Favor brands with differentiated product strength and consumer insights, recommending Chao Hong Ji, Lao Pu Gold, and Chow Tai Fook, with beneficiaries including Chow Sang Sang [3][52]. - Retail E-commerce: Support offline retailers adapting to trends and AI-enabled cross-border e-commerce leaders, recommending Yonghui Supermarket, Ai Ying Shi, Ji Hong Co., and Sai Wei Times [3][82]. - Cosmetics: Highlight domestic brands that meet emotional value and safety innovation, recommending Mao Ge Ping, Pechoin, Shangmei Co., Juzi Biological, Wanmei Biological, and Runben Co. [3][52]. - Medical Aesthetics: Focus on differentiated medical aesthetic product manufacturers and expanding chain medical institutions, recommending Ai Mei Ke and Ke Di-B, with beneficiaries including Mei Li Tian Yuan Medical Health [3][52].

Core Insights - The article discusses the competitive landscape of community discount stores led by major internet companies like Meituan, JD.com, and Alibaba, which are reshaping the supply chain to offer lower prices and enhance customer experience [3][4][5] Group 1: Market Dynamics - Major internet companies are entering the community discount store market, with new stores opening in regions like Jiangsu and Zhejiang, including Meituan's "Happy Monkey" and JD's discount supermarkets [3][4] - The "hard discount" model is being adopted, which focuses on direct sourcing from manufacturers and reducing intermediaries to achieve lower prices, contrasting with the previous "soft discount" model [4][11] - The community retail sector is experiencing a transformation, with a new ecosystem emerging around local living and near-field e-commerce [4][5] Group 2: Supply Chain and Pricing Strategies - The low pricing strategy in community discount stores is heavily reliant on supply chain optimization, including direct procurement and private label development [11][12] - Companies are focusing on reducing SKU counts to enhance efficiency and drive down prices, which is crucial for attracting customers [11][15] - The average gross margin for stores like Hema NB is maintained at around 15%, with a significant portion of products being private labels [15] Group 3: Competitive Landscape - Hema NB has confirmed profitability in the first half of 2025, indicating the viability of the community discount model [9] - The community retail market is projected to grow significantly, with estimates suggesting a market size of approximately 4.8 trillion yuan in 2024, increasing to about 5.2 trillion yuan by 2025 [10] - The competition among platforms is not just about pricing but also involves understanding consumer needs, managing global suppliers, and innovating private label products [22] Group 4: Future Outlook - The concept of "store-warehouse-network integration" is emerging, where physical stores serve as both retail points and fulfillment centers for online orders [18][21] - Hema NB is planning to expand its store network and is open to franchise opportunities, particularly in the Jiangsu, Zhejiang, and Shanghai regions [19] - The integration of online and offline operations is expected to enhance revenue, profitability, and customer loyalty for these platforms [22]

Core Insights - BetterYeah AI, a leading enterprise-level AI agent company, launched an AI agent solution for the retail e-commerce industry in collaboration with Alibaba Cloud at the 2025 Yunqi Conference [1][10] - The solution integrates the Tongyi Qianwen full-size model with BetterYeah AI's product technology and industry experience, focusing on key business areas such as marketing, sales, and customer service [1][3] Group 1: Solution Features - The joint solution provides end-to-end capabilities from cloud computing infrastructure, large models to AI application layers, offering efficient, reliable, and user-friendly AI application support for retail e-commerce enterprises [3] - BetterYeah AI has been recognized with the Alibaba Cloud "Ecosystem Product Innovation Award" for its continuous innovation in the enterprise-level AI agent field [3] Group 2: Market Presence and Applications - BetterYeah AI's Agent platform is now available on the Alibaba Cloud marketplace, facilitating easier AI agent development products and services for enterprises [7] - The company has successfully implemented over 800 business sub-nodes in collaboration with Belle Fashion Group, enhancing information connectivity and process automation [7] Group 3: Product Offerings - At the conference, BetterYeah AI showcased its next-generation enterprise-level AI agent product, Nova Agent, along with the AI Agent development platform and the official application "Yeah Customer Service" [8] - The company categorizes enterprise AI application scenarios into three types: high-frequency task agents integrated into internal business processes, external customer-facing agents with high accuracy and performance, and autonomous agents for assisting employees with complex tasks [8] Group 4: Growth and Future Plans - BetterYeah AI has served nearly 100,000 enterprise teams, with a rapidly growing monthly AI task invocation volume [10] - The collaboration with Alibaba Cloud marks a deepening partnership aimed at driving productivity transformation through AI agent technology and accelerating the comprehensive AI transformation of business processes [10]

Core Insights - BetterYeahAI and Alibaba Cloud launched an AI intelligent solution for the retail e-commerce industry at the 2025 Yunqi Conference, integrating advanced models and industry experience to enhance marketing, sales, and customer service [1] - The joint solution provides end-to-end capabilities from cloud infrastructure to AI applications, offering a one-stop AI application support for retail e-commerce enterprises [1] - BetterYeahAI has a strong track record in the retail and e-commerce sector, serving nearly 100,000 enterprise teams with a rapidly growing monthly AI task invocation volume [1] Company Collaboration - The partnership between BetterYeahAI and Alibaba Cloud signifies a deepening collaboration aimed at driving productivity transformation through intelligent technology [1] - Future plans include expanding into more vertical industry scenarios and enhancing integrated hardware and software cooperation to improve ecosystem synergy [1]

Group 1 - The total revenue of the top 100 private enterprises in Shanghai has surpassed 3 trillion yuan for the first time, reaching 3.3 trillion yuan, with a year-on-year increase of 277.1 billion yuan, representing a growth rate of 9.26% [2] - The net profit of these enterprises totaled 224.55 billion yuan, an increase of 92.07 billion yuan compared to the previous year, with a remarkable growth rate of 69.50% [2] - The strong growth of private enterprises is primarily driven by emerging industries, with 8 out of the top 10 companies in net profit increase being from these sectors, indicating the vitality of Shanghai's private enterprises [2] Group 2 - The emerging industries' top 100 companies have also shown rapid growth, with total revenue reaching 2.2 trillion yuan and net profit of 195.37 billion yuan, reflecting a growth rate of 72.47% [2] - The information technology sector is the leading force among emerging industries, with 47 listed companies achieving a total revenue of 1.5 trillion yuan, a year-on-year growth of 19.14%, contributing nearly 70% of the revenue of the emerging industries top 100 [3] - The net profit of information technology companies reached 191.84 billion yuan, with a growth rate of 88.25%, driven largely by retail e-commerce firms like Pinduoduo and Meituan [3] Group 3 - The service industry top 100 achieved a total revenue of 4.7 trillion yuan, reflecting a growth of 7.57%, and a net profit of 583.49 billion yuan, which is a significant increase of 41.14% [3] - The performance of the service industry is attributed to strong results in retail e-commerce, marine transportation, and insurance sectors [3] - Despite challenges in the manufacturing sector due to the economic conditions of black metallurgy and automotive industries, companies in smart terminals, pharmaceuticals, integrated circuits, new energy vehicles, and high-end equipment have shown improved performance, contributing positively to the sector's transformation [3]

Group 1 - The total revenue of the top 100 companies in Shanghai reached 10.03 trillion yuan in 2024, marking the third consecutive year of surpassing 10 trillion yuan, with a net profit of 665.57 billion yuan, reflecting a strong growth of 24.84% [1] - The top two positions in the ranking are held by China Baowu and SAIC Motor, while China State Construction Engineering and COSCO Shipping have risen to third and fourth places respectively [1] - Notably, Pinduoduo and Meituan have entered the top ten for the first time, ranking seventh and ninth, indicating the rise of new economy enterprises [1] Group 2 - The private sector has shown remarkable performance, with the total revenue of the top 100 private enterprises exceeding 3 trillion yuan for the first time, reaching 3.3 trillion yuan, an increase of 277.1 billion yuan, with a growth rate of 9.26% [1] - The net profit of private enterprises totaled 224.55 billion yuan, an increase of 92.07 billion yuan, with a growth rate of 69.50%, driven primarily by emerging industries [1] - The new emerging industries top 100 have also maintained a high growth trend, with total revenue reaching 2.2 trillion yuan and net profit of 195.37 billion yuan, reflecting a growth rate of 72.47% [2] Group 3 - The service industry top 100 achieved a total revenue of 4.7 trillion yuan, growing by 7.57%, with net profit increasing by 41.14% to 583.49 billion yuan, driven by strong performances in retail e-commerce, marine transportation, and insurance [3] - The manufacturing sector faced challenges due to the economic conditions in black metallurgy and automotive industries, but sectors such as smart terminals, pharmaceuticals, integrated circuits, new energy vehicles, and high-end equipment showed positive performance [3]