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TCL集团:2018年年度报告(英文版) 下载公告
公告日期:2019-05-06

TCL Corporation Annual Report 2018

TCL CORPORATION

TCL集团股份有限公司

ANNUAL REPORT 2018

19 March 2019

Reform and Transform to Increase Competitiveness and Shareholder Value

Table of Contents

Part I Important Notes, Table of Contents and Definitions ...... 8

Part II Corporate Information and Key Financial Information ...... 11

Part III Business Summary ...... 17

Part IV Directors’ Report ...... 22

Part V Significant Events ...... 56

Part VI Share Changes and Shareholder Information ...... 95

Part VII Directors, Supervisors, Senior Management and Staff ...... 105

Part VIII Corporate Governance ...... 124

Part IX Corporate Bonds ...... 138

Part X Independent Auditor’s Report and Financial Statements ...... 145

Reform and Transform to Increase Competitiveness and Shareholder Value

Chairman’s Statement

Dear shareholders, partners and employees,In 2018, the greater downward pressure on the global and China’s economy, as well as theslowing-down or even negative market growth posed a tough challenge to the Group’s businessoperations. In face of such a complicated and harsh operating environment, TCL followed the setstrategic reform and transformation direction, continued to refine its business structure, and madegreat efforts to promote development in all its businesses. As a result, its operating performancecontinued to improve. For 2018, the Group recorded operating revenue of RMB113.36 billion, flatwith last year; and a net profit of RMB4.07 billion, of which the net profit attributable to TCLshareholders amounted to RMB3.47 billion, up by 30.2% over the figure of 2017 (2017-over-2016growth: 66.3%). Therefore, all the operating objectives set for 2018 have been accomplished. Theoperating performance of the past two years has enhanced our determination to move on with thereform and transformation.The Group promoted a strategic concentration, increased operational efficiency andcontinued to strengthen competitiveness. In 2018, following the reform and transformationstrategy, we further concentrated on our core business, clarified development strategies for all themajor businesses, optimized the organizational structure and flow, increased operational efficiencyand enhanced technological innovation. In the year, the Group divested another 39 non-coresubsidiaries. Its business structure has been adjusted to comprise four business groups, i.e. thesemi-conductor display and material business, the intelligent terminal business, the industrialfinance & investment and venture capital business, as well as the emerging business group, with thefirst two being the core. Thanks to better efficiency and competitiveness as a result of reform andrestructuring, the Group’s overall operating performance continued to improve.Affected by the cyclical downturn of the global industry, the semi-conductor display business haswitnessed, starting from the second quarter of the year, a considerable drop in product prices, ayear-on-year decline in sales revenue and a significantly narrowed gross profit margin. CSOTmaintained full production and sales through various reform and transformation initiatives. TheLTPS plant in Wuhan (the t3 project) reached full capacity in the fourth quarter, and the G11 LCD

Reform and Transform to Increase Competitiveness and Shareholder Value

plant in Shenzhen (the t6 project) started production in late 2018. The sales volumes of all theproducts registered ongoing growth in the year. Amid a weak industry, CSOT was able to maintaingood profitability by means of promoting cost efficiency, strengthening coordination and improvingtechnological capability. CSOT not only represented the biggest profit contributor to the Group, butalso posted operating results much better than its peers in the year.The intelligent terminal business group improved in 2018, turning from a huge deficit in 2017(primarily caused by the mobile communication terminal business) to a profit of nearly RMB0.3billion in 2018. To be specific, the color TV business showed a strong growth with a full-year salesvolume (ODM inclusive) of 28.96 million units, ranking second around the world; the homeappliance and smart speaker business registered steady development; and the mobilecommunication terminal business recorded a much smaller deficit.But this is still a low-profit-margin business, with fast product and technology transitions. Exceptfor a competitive scale for the smart TV business, all the other businesses are of a small scale withinsufficient profitability and driving force. What’s more, the intelligent terminal business and thesemi-conductor display business vary greatly in organizational flow and management logic.Therefore, in order to concentrate resources for a bigger and stronger semi-conductor displaybusiness, the Group has decided to divest the intelligent terminal business. The newly incorporatedTCL Holdings will acquire this business, together with its assets, liabilities and employees. Webelieve that this restructuring will also enable the intelligent terminal business to concentrate on itscore operations, optimize its organizational structure and business flow, as well as increase itsefficiency, economic benefits and competitiveness.Having been approved at a general meeting, this major asset restructuring is expected to becompleted soon, including the delivery of assets. After the restructuring, the Group will rely on thesemi-conductor display and material business as its core, and sustain the industrial finance &investment and venture capital business in addition to other businesses.The Group’s major operating indicators improved significantly through the strategicrestructuring. According to the 2018 figures for reference, after the restructuring, the Group’s netprofit margin will rise from 3.59% to 7.35%; debt/asset ratio will drop from 68.4% to 64.1% with acash amount of RMB4.76 billion received; and number of employees will decrease from 90,000 to

Reform and Transform to Increase Competitiveness and Shareholder Value

30,000. Furthermore, the organizational and capital structure, as well as the financial position havebeen further improved. Despite a considerable drop in consolidated sales revenue caused by therestructuring, it is believed that the Group’s sales revenue, operating profit and cash flow willcontinue to increase in the coming years as CSOT implements a production ramp-up and the otherbusinesses expand. In addition, this restructuring has boosted the Group’s financings, which meansthat equity financing is no longer needed for the subsequent construction and expansion of CSOT’st4 and t6 projects, as well as the construction of its t7 project.This major asset restructuring is a big change to the Group’s operating philosophy andorganizational flow. The Group has shifted from diversified operations to dedicated operations,which are considered a more efficient and competitive model with a high return for shareholders inview of the history of business models around the world.Looking forward into 2019, there are still many challenges and uncertainties ahead for the globaland China’s economy, but the fittest will survive amid the fiercer competition in the industry. Whatcomes together with challenges is opportunities. The Chinese government continues to providegreat support for the real economy with multiple such initiatives launched this year, which will helpgreatly boost the profit of the domestic manufacturing sector. Meanwhile, the reshuffle of the globaleconomic landscape will also create new opportunities for Chinese enterprises with competitiveglobal operations. China has become the center of the global semi-conductor display industry, withthe largest scale, as well as fast growing technological capability and related industries. Despite arecently slight oversupply on the market, the core application expansion of new technologies willboost global demand and gradually change the supply-demand condition, which means a largerspace for business development. We have absolute faith in the semi-conductor industry, a key basichigh-tech industry with great potentials that calls for outstanding strength in technology, capital andmanagement. We are confident that we will be able to achieve ongoing growth amid thecompetition in the global industry.After this restructuring, the Group will become a high-tech conglomerate with a greaterability of sustainable development. CSOT will deepen its reform and transformation throughoptimizing the organizational flow, increasing operational efficiency, enhancing technologicalcapability and fully strengthening competitiveness. Additionally, it will make efforts to develop new

Reform and Transform to Increase Competitiveness and Shareholder Value

display technologies and materials, promote upstream and downstream business expansion, as wellas carry out M&As when opportunities arise for better competitiveness. We are at the forefront ofthe global new semi-conductor display industry. Guangdong Juhua, a TCL subsidiary, has beengiven the green light to establish the “National Printed and Flexible Display Innovation Center”. Inthe field of new display materials, China Ray has undertaken the national “Printed OLED KeyMaterial Commercialization Demonstration Programme”, with the materials developed being of aworld-leading performance. Meanwhile, the research achievements in relation to QLED materialshave been published on Nature Communications, a top international science magazine, with thenumber of QLED patents ranking No. 2 around the world. By the end of 2018, the Group hasaccumulatively applied for 9,990 patents through PCT, one of the highest numbers among Chinesecompanies. We are determined to establish leading competitive edges in the global semi-conductordisplay and material industry.CSOT is believed to register a considerable rise in sales revenue and a double-digit growth in profitfor 2019, driven by its great operating efficiency, global presence, synergy with other businessesand the production ramp-up of the t6 project.The industrial finance & investment and venture capital business will concentrate on providingasset management and financial services for the development of the core business, as well as ongenerating steady and increasing profit. It will also actively expand the supply chain financebusiness for higher capital gains. The venture capital business will explore opportunities forbusiness and technological synergy, as well as entering into new businesses. The investmentbusiness will generate stable earnings for the Group. The profit contributions from this businessgroup can help offset the impact of cyclical performance swings on the semi-conductor displaysector.As for the emerging business group, the Group will further refine the business structure bycontinuing to divest non-core businesses according to the principle of maximum value forshareholders. The Group will also enter into other key basic high-tech industries when the timing isripe by means of M&A, etc., so as to foster new driving force.In addition to corporate development, we also pay attention to the protection of shareholderinterests, enhancing shareholder value through various effective measures. The Group will maintain

Reform and Transform to Increase Competitiveness and Shareholder Value

a proactive and sound business model, and keep operating risks under control while developing, soas to maintain ongoing, steady growth. We stick to a policy of stable and increasing dividend todeliver return to our shareholders, attract value investors, and achieve common long-termdevelopment with our shareholders.On behalf of the Board of Directors of TCL, I’d like to take this opportunity to express my gratitudefor the trust of all our shareholders, for the support from all our partners and users, as well as for thehard work of TCL’s management team and staff!

Li Dongsheng19 March 2019

Part I Important Notes, Table of Contents and Definitions

The Board of Directors (or the “Board”), the Supervisory Committee as well as the directors,supervisors and senior management of TCL Corporation (hereinafter referred to as the“Company”) hereby guarantee the factuality, accuracy and completeness of the contents ofthis Report and its summary, and shall be jointly and severally liable for anymisrepresentations, misleading statements or material omissions therein.All the Company’s directors have attended the Board meeting for the review of this Reportand its summary.The Board has approved a final dividend plan for the ordinary shareholders as follows: basedon the share capital of 13,402,888,507 shares on 19 March 2019 that are eligible for profitdistribution (the total share capital of 13,549,648,507 shares minus the 146,760,000 shares inthe Company’s special securities account for repurchase that are not eligible for profitdistribution), a cash dividend of RMB1 (tax inclusive) per 10 shares is to be distributed to theshareholders, totaling RMB1,340,288,851. The retained earnings of RMB7,628,922,531 willcarry forward for future distribution. Meanwhile, there will be no bonus issue from eitherprofit or capital reserves for the year under review.Mr. Li Dongsheng, the Chairman of the Board, Ms. Du Juan, the person-in-charge offinancial affairs (Chief Financial Officer), and Mr. Xi Wenbo, the person-in-charge of thefinancial department, hereby guarantee that the financial statements carried in this Reportare factual, accurate and complete.This Report and its summary have been prepared in both Chinese and English. Should therebe any discrepancies or misunderstandings between the two versions, the Chinese versionsshall prevail.

Definitions

TermDefinition
The “Company”, the “Group”, “TCL”, “TCL Corp.” or “we”TCL Corporation and its consolidated subsidiaries, except where the context otherwise requires
The “Reporting Period”The period from 1 January 2018 to 31 December 2018
TCL Holdings, TCL Industries HoldingsTCL Industries Holdings (Guangdong) Inc.
The “Major Asset Restructuring” or “Restructuring”The major asset restructuring approved at the 13th meeting of the 6th Board of Directors on 7 December and the First Extraordinary General Meeting of 2019 on 7 January 2019
TCL ElectronicsTCL Electronics Holdings Limited, a majority-owned subsidiary of the Company listed on the Stock Exchange of Hong Kong (stock code: 01070.HK)
TCL CommunicationTCL Communication Technology Holdings Limited
CSOTShenzhen China Star Optoelectronics Technology Co., Ltd.
Wuhan CSOTWuhan China Star Optoelectronics Technology Co., Ltd.
TCL Household Electric Appliance GroupHuizhou TCL Household Electric Appliance Group Co., Ltd.
Tonly ElectronicsTonly Electronics Holdings Limited, a majority-owned subsidiary of the Company listed on the Stock Exchange of Hong Kong (stock code: 01249.HK)
CDOTChina Display Optoelectronics Technology Holdings Limited, a majority-owned subsidiary of the Company listed on the Stock Exchange of Hong Kong (stock code: 00334.HK)
HighlyHighly Information Industry Co., Ltd., a majority-owned subsidiary of the Company listed on the National Equities Exchange and Quotations (stock code: 835281)
Guangdong JuhuaGuangdong Juhua Printed Display Technology Co., Ltd.
China RayGuangzhou China Ray Optoelectronic Materials Co., Ltd.
Bank of ShanghaiBank of Shanghai Co., Ltd. (stock code: 601229.SH), with the Company holding a 4.99% interest
712 Corp.Tianjin 712 Communication & Broadcasting Co., Ltd. (stock code: 603712.SH), with the Company holding a 19.07% interest as its second largest shareholder
FantasiaFantasia Holdings Group Co., Limited, a listed company on the Stock Exchange of Hong Kong (stock code: 01777.HK), with the Company holding a 20.08% interest as its second largest shareholder
Admiralty Harbour CapitalAdmiralty Harbour Capital Limited
Environmental ResourceHuizhou TCL Environmental Resource Co., Ltd.
Thunderbird TechnologyShenzhen Thunderbird Network Technology Co.
TCL Culture MediaTCL Culture Media (Shenzhen) Co., Ltd.
Educational WebTCL Educational Web Ltd.
Open EdutainmentBeijing National Center for Open & Distance Education Co., Ltd.
Tsinghua UnigroupTsinghua Unigroup Co., Ltd.
TCL IndustriesTCL Industries Holdings (HK) Limited
TCL Household Electric ApplianceHuizhou TCL Household Electric Appliance Group Co., Ltd.
Hefei Home AppliancesTCL Home Appliances (HeFei) Co., Ltd.
Cool Friends TechnologyHuizhou Cool Friends Network Technology Co., Ltd.
Koyoo Online ServiceKoyoo Online Service Co., Ltd.
TCL Technology ParkTCL Technology Park Co., Ltd.
JDHJDH Information Tech (Zhuhai) Co., Ltd.
GetechGetech Ltd.
t1 projectThe generation 8.5 (or G8.5) TFT-LCD production line of CSOT
t2 projectThe generation 8.5 (or G8.5) TFT-LCD (including oxide semiconductor and AMOLED) production line of CSOT
t3 projectThe generation 6 (or G6) LTPS? LCD/AMOLED panel production line of CSOT
t4 projectThe generation 6 (or G6) flexible LTPS-AMOLED panel production line of CSOT
t6 projectThe generation 11 (or G11) new TFT-LCD and AMOLED production line of CSOT
t7 projectThe generation 11 (or G11) new ultra-high-definition (UHD) TFT-LCD and AMOLED production line of CSOT

Part II Corporate Information and Key Financial Information

I Corporate Information

Stock nameTCLStock code000100
Stock exchange for stock listingShenzhen Stock Exchange
Company name in ChineseTCL集团股份有限公司
Abbr.TCL集团
Company name in English (if any)TCL Corporation
Abbr. (if any)TCL Corp.
Legal representativeLi Dongsheng
Registered addressBlock 19, Zhongkai Hi-Tech Development District, Huizhou City, Guangdong Province
Zip code516001
Office addressTCL Technology Building, 17 Huifeng 3rd Road, Zhongkai Hi-Tech Development District, Huizhou City, Guangdong Province
Zip code516001
Company websitehttp://www.tcl.com
Email addressir@tcl.com
Company honors? R&F Top 100 in Brand Value ? Forbes Top 100 Digital Companies ? Top 50 Chinese Global Brand Builders 2018 ? 2017-2018 Consumer Electronics Top 10 Brands from China, 2017-2018 Global TV Brands Top 15, 2017-2018 Global Top 20 Smart Phones Brand, and 2017-2018 Global Consumer Electronics Brands Top 50 granted by International Data Group (“IDG”) ? No. 8 among the 2017 Guangdong Private Enterprises Top 100 for the excellent operating performance of 2017 ? CES Asia 2018 Innovation Awards for TCL C6 New Theater TV and TCL Crystal Four-Door Refrigerator ? Listed Company Most Respected by Investors 2017 ? No. 5 among the 2018 Chinese Electronic Information Enterprises Top 100 unveiled by China Information Technology Industry Federation ? Forbes: World’s Best Employers ? Best Board of Directors, Best Board Secretary and Best New Media Operation at the 9th Tianma Awards

II Contact Information

TCL Investor Relations Platform TCL on Weibo TCL on WeChat

Board Secretary
NameLiao Qian
Address19/F, Tower B, TCL Building, Gaoxin South First Road, Shenzhen High-Tech Industrial Park, Shenzhen, Guangdong Province, China
Tel.0755-3331 1666
Fax0755-3331 3819
Email addressir@tcl.com

III Media for Information Disclosure and Place where this Report Is Lodged

Newspapers designated by the Company for information disclosureSecurities Times, China Securities Journal, Shanghai Securities News and Securities Daily
Website designated by CSRC for publication of this Reporthttp://www.cninfo.com.cn
Place where this Report is lodgedBoard Office of TCL Corporation

IV Change to Company Registered Information

Unified social credit code91441300195971850Y
Change to principal activity of the Company since going public (if any)N/A
Every change of controlling shareholder since incorporation (if any)No change

V Other Information

The independent audit firm hired by the Company:

NameDa Hua Certified Public Accountants (Special General Partnership)
Office addressRoom 1101, Building 7, No. 16 Xi Si Huan Zhong Road, Haidian District, Beijing
Accountants writing signaturesZhang Yuanyuan and Li Bingxin

The independent sponsor hired by the Company to exercise constant supervision over the Company in the Reporting Period:

□ Applicable ■ Not applicableThe independent financial advisor hired by the Company to exercise constant supervision over the Company in the Reporting Period:

NameOffice addressRepresentativePeriod of supervision
CITIC Securities Co., Ltd.CITIC Securities Tower, No. 8 Zhongxin 3rd Road, Futian District, Shenzhen, ChinaHuang Biao and Liu JianFrom 25 December 2017 to 31 December 2018

VI Key Financial Information

Indicate whether there is any retrospectively restated datum in the table below.□ Yes ■ No

Series No.Item201820172018-over-2017 change (%)2016
1Operating revenue (RMB)113,360,075,545111,577,362,3481.60106,473,499,866
2Gross profit (RMB)20,393,602,82522,512,673,777-9.4117,658,421,891
3EBITDA14,096,523,26113,395,054,3175.248,615,427,516
4Profit before tax (RMB)4,944,376,1864,789,740,5703.232,796,969,138
5Net profit (RMB)4,065,194,1643,544,702,88414.682,137,539,667
Net profit attributable to the listed company’s shareholders (RMB)3,468,207,4072,664,396,00630.171,602,125,331
Net profit attributable to the listed company’s shareholders before non-recurring gains and losses (RMB)1,587,391,3721,190,649,32833.3213,337,995
6Basic earnings per share (RMB/share) (note)0.25660.217817.810.1312
Diluted earnings per share (RMB/share)0.25620.217817.630.1312
Basic earnings per share before non-recurring gains and losses (RMB/share)0.11750.097320.760.0011
7Weighted average return on equity (%)11.9810.86Up by 1.12 percentage points7.17
Weighted average return on5.484.86Up by 0.62 percentage0.06
equity before non-recurring gains and losses (%)point
8Net cash generated from/used in operating activities (RMB)10,486,580,4439,209,615,12313.878,028,002,475
Net cash per share generated from/used in operating activities (RMB/share)0.77390.681413.570.6573
31 December 201831 December 2017Change of 31 December 2018 over 31 December 2017 (%)31 December 2016
9Total assets (RMB)192,763,941,739160,293,985,83520.26147,136,785,349
10Total liabilities (RMB)131,892,269,092106,151,046,94924.25101,390,003,766
11Debt/asset ratio (%)68.4266.22Up by 2.2 percentage points68.91%
Debt/asset ratio before borrowings obtained using bank deposit as a pledge and deferred income (%)67.0564.55Up by 2.5 percentage points66.42%
12Total owners’ equity (RMB)60,871,672,64754,142,938,88612.4345,746,781,583
Owners’ equity attributable to the listed company’s shareholders (RMB)30,494,364,95129,747,067,1782.5122,764,892,022
13Share capital (share)13,549,648,50713,514,972,0630.2612,213,681,742
14Equity per share attributable to the listed company’s shareholders (RMB/share)2.25062.20102.251.8639

The total share capital at the end of the last trading session before the disclosure of this Report:

Total share capital at the end of the last trading session before the disclosure of this Report (share)13,549,648,507
Fully diluted earnings per share based on the latest total share capital above (RMB/share)0.2562

Indicate whether there are any corporate bonds.■ Yes □ NoIndicate whether the Company has seen a deficit for the past two years.□ Yes ■ No □ Not applicable

VII Accounting Data Differences under China’s Accounting Standards for BusinessEnterprises (CAS) and International Financial Reporting Standards (IFRS) and ForeignAccounting Standards

□ Yes ■ Not applicable

1. Net Profit and Equity under CAS and IFRS

No such differences for the Reporting Period.

2. Net Profit and Equity Differences under CAS and Foreign Accounting Standards

No such differences for the Reporting Period.

3. Reasons for Accounting Data Differences Above

□ Applicable ■ Not applicable

VIII Key Financial Information by Quarter

Unit: RMB

Q1Q2Q3Q4
Operating revenue25,629,844,05526,893,904,23829,713,396,58731,122,930,665
Net profit788,045,509912,794,3511,175,114,2421,189,240,062
Net profit attributable to the listed company’s shareholders730,837,280855,101,003903,723,232978,545,892
Net profit attributable to the listed company’s shareholders before non-recurring gains and losses521,159,061472,277,800601,362,425-7,407,914
Net cash generated from/used in operating activities3,034,386,5601,340,841,7343,181,204,5742,930,147,575

Indicate whether any of the quarterly financial data in the table above or their summations differs materially from what have beendisclosed in the Company’s quarterly or interim reports.□ Yes ■ No

IX Non-Recurring Gains and Losses

Unit: RMB

Item201820172016Note
Gain or loss on disposal of non-current assets (inclusive of impairment allowance-58,305,452420,543,530461,546,531Not applicable
write-offs)
Government subsidies charged to current profit or loss (exclusive of government subsidies given in the Company’s ordinary course of business at fixed quotas or amounts as per the government’s uniform standards)1,377,064,5701,159,442,0501,112,069,855Not applicable
Gain equal to the amount by which investment costs for the Company to obtain subsidiaries, associates and joint ventures are lower than the Company’s enjoyable fair value of identifiable net assets of investees when making investments-191,917,13734,527,018
Gain or loss on fair-value changes in trading financial assets and liabilities & investment income from disposal of trading financial assets and liabilities and available-for-sale financial assets (exclusive of effective portion of hedges that arise in the Company’s ordinary course of business)162,729,226-207,276,526250,397,833The RMB163 million income from wealth managed products in the Reporting Period was recognized as a non-recurring gain as per the CSRC rules.
Non-operating income and expense other than the above871,846,769504,575,13817,914,360Not applicable
Gain on the remeasurement of the fair value of the remaining equity interests in entities over which the Company has ceased control--392,545,425
Less: Corporate income tax191,940,974310,502,820251,325,615Not applicable
Non-controlling interests (net of tax)280,578,104284,951,831428,888,071Not applicable
Total1,880,816,0351,473,746,6781,588,787,336Not applicable

Explanation of why the Company reclassifies as recurrent a non-recurring gain/loss item defined or listed in the ExplanatoryAnnouncement No. 1 on Information Disclosure for Companies Offering Their Securities to the Public—Non-Recurring Gain/LossItems:

□ Applicable ■ Not applicable

Part III Business Summary

I Principal Activity of the Company in the Reporting PeriodDuring the Reporting Period, the Group primarily consists of the following three major businessgroups:

1. The Semiconductor Display Business GroupIt consists of CSOT, CDOT (0334.HK), new technologies and new business layout in relation tosemiconductor displays.2. The Intelligent Terminal Business GroupIt includes TCL Electronics (1070.HK) (including the commercial display operations), TCLCommunication, TCL Household Electric Appliance Group and other new business related to theconsumer electronics such as smart homes.3. The Emerging Business GroupIt is responsible for the overall management of the Group’s platform services, strategic emergingbusiness and financial control system.

A major asset restructuring plan has been approved at the Group’s general meeting on 7 January2019. And the restructuring is currently progressing on track. Upon the completion of therestructuring, the Group’s core businesses will be modified to comprise the semi-conductor displayand material business, the industrial finance & investment and venture capital business and theemerging business group:

1. The Semi-Conductor Display and Material BusinessIt consists of CSOT, CDOT (0334.HK), Guangdong Juhua and China Ray.2. The Industrial Finance & Investment and Venture Capital BusinessIt includes TCL Finance and TCL Capital.3. The Emerging Business GroupIt comprises Highly, Educational Web and Environmental Resource.

For further information about the Company’s businesses, please refer to “Part IV Directors’ Report” herein.

II Significant Changes in Major Assets

1. Significant Changes in Major Assets

Please refer to “Part IV Directors’ Report” herein.

2. Major Assets Overseas

□ Applicable ■ Not applicable

III Core Competitiveness AnalysisUpon 38 years of development, TCL has always stuck to industry with constant innovation,determination and the courage to change. Customer-orientation, all-win and maximizedshareholders’ interests have always been our operating philosophy. TCL will strive to be aworld-class enterprise with global competitiveness. Keeping abreast of the times, leadingtechnological advancements, forging ahead with responsibility and working hard, TCL hasgradually established its competitive advantages for the future.Concentration on the Core Business for a Stronger Ability of Sustainable DevelopmentUpon the Restructuring of selling the terminal and supporting business, the Group is able toconcentrate more on the semi-conductor display and material business, with a better capitalstructure and a stronger ability of sustainable development. The technology-driven semi-conductordisplay and material business with high added value will greatly improve the Group’s profitability.

TCL Corporation

Industrial Finance &Investment and VC Business

Semi-Conductor Display & Material BusinessIndustrial Finance & Investment and VC BusinessEmerging Business Group
CSOTTCL FinanceHighly
CDOTTCL CapitalEducation Web
Guangdong JuhuaEnvironmental Resource

The Group will concentrate the majority of its effort and resources on this business, solidifying itsadvantages in operating efficiency, costs and expenses, as well as scale benefits, and at the sametime strengthening investments in links such as R&D, production process improvement, leanmanagement and supply chain management. In this way, the Group will boost its market share andcompetitiveness in the semi-conductor display and material industry. CSOT has two G8.5 and oneG6 LTPS production lines running at full capacity for strong sales. The G11 line, the highestgeneration around the world, has started production. The G6 AMOLED line has begun operation.And the construction of the G11 line of 8K and large-sized AMOLED is underway. Theseproduction lines will significantly boost the production scale and economic benefits.The Competitive Edge of Technology-Driven, Leading Economic Benefits in the GlobalIndustryThe Group will promote the R&D and application of new display technologies, materials andproduction processes based on CSOT’s business platform. Meanwhile, it will make use ofGuangdong Juhua’s “Printed and Flexible Display Technology Platform” to develop thenext-generation new display technology, as well as to accelerate the development of materials forprinted AMOLED, evaporated AMOLED and electroluminescent QLED. In terms of evaporatedAMOLED, CSOT has completed technology development and reserve on the G4.5 trial line and itsG6 flexible AMOLED production line has started production soon after the start of operation. In thefield of printed display, the "National Printed and Flexible Display Innovation Center" ofGuangdong Juhua is the only national innovation center in China’s display sector, as well as themost advanced printed display public platform around the world. It has successfully developed the31-Inch 4K Printed OLED and the world’s first 31-Inch 4K Printed H-QLED. Meanwhile, ChinaRay has undertaken the national “Printed OLED Key Material Commercialization DemonstrationProgramme”, taking the lead in the development and application of printed OLED materials. Withregard to the development of electroluminescent QLED materials, the Group’s QLED R&D teamhas solved key issues such as the useful life of red-light and green-light QLEDs, and theself-developed blue-light QLED shows the best performance around the world. The relevantresearch achievements have been published on Nature Communications, a top international sciencemagazine, indicating industry-wide leading levels of R&D and development progress.

The Group develops new display technologies and applications through internal business expansionand independent development. In addition to that, the Group will proactively leverage incubation,investment, strategic cooperation, M&A and other means to explore opportunities for industrialchain extension. CSOT will strive to materialize advanced products and technology, as well as tomaintain the leading efficiency and economic benefits, so as to build up competitive edges in theglobal industry.Great Strength in R&D and Global OperationsThe Group has set up R&D centres in Hong Kong, the U.S., the Europe, Wuhan and other places tostrengthen the research on basic technologies such as AI, big data, intelligent manufacturing and theindustrial Internet. The Hong Kong R&D Centre specializes in intelligent product application, aswell as key image and big data technologies; the R&D centre in the U.S. works on supportingInternet operation technologies; the Wuhan R&D Centre concentrates on algorithms in relation toAI technologies such as image recognition, as well as voice recognition and understanding; and theEuropean R&D Centre will focus on AI algorithms. In AI algorithms, data and application scenarioconstruction, the relevant results have been applied to its products and the development of displaymaterials. The Group also develops intelligent manufacturing and industrial Internet products,technologies and solutions with independent core intellectual properties (IP). Deeply integratingindustrial and information technology resources, the Group will provide an industrywide advancedindustrial Internet platform to help upgrade the semiconductor display plants with intelligent, digitaland modular management systems, as well as with scenario-based intelligent manufacturingsolutions.During the Reporting Period, the Group applied for 1,607 international patents through PCT,representing a cumulative number of 9,990, covering Europe, the U.S., South Korea, etc. In addition,up to the end of the Reporting Period, the Group has cumulatively applied for 36,389 Chinesepatents and 8,363 U.S. patents. Among those, CSOT has applied for 14,372 Chinese patents and7,684 U.S. patents, indicating a domestically advanced level of patented technologies indomestically; in the quantum-dot electroluminescence field, applications have been filed for 757patents, ranking the world’s second highest in this regard.

The Advantage of Effective Collaboration among the Business GroupsThe Group will sustain the industrial finance & investment and venture capital operations after therestructuring, primarily comprising TCL Finance and TCL Capital. TCL Finance provides financialservices to the upstream and downstream partners of the core businesses and the industrial chain,which also uses the surplus capital for more gains. TCL Capital focuses on the core business chain,investing in the forefront of areas such as key electronic devices, basic software and high-enduniversal chips. The industrial finance & investment and venture capital business can helpconcentrate on the industrial chain of the core businesses. The stable profit contributions from it canalso help offset the impact of cyclical swings on the semi-conductor display sector. Meanwhile,CSOT will give full play to its existing capacity and technology advantages, so as to transformfaster towards a multi-application-scenario display interface provider. In order to do that, CSOTcontinues to refine its existing product and customer structures, as well as actively work on thedevelopment of display products for interactive whiteboards, tiled video walls, advertisementplayers, gaming, vehicles, etc. for a larger share in these segment markets with high added value. Itaims to promote market demand with its multi-scenario display application, and boost profit withdifferentiated products with high added value.Enriching the Content of the “Hawkish Spirit” and Strengthening the Corporate CulturalGeneThe “Hawkish Spirit” is a unique TCL spirit developed through more than ten years of ups anddowns. It is an epitome of TCL’s values and unique competitiveness, as well as TCL’s intellectualwealth and what unites TCL people. The content of the “Hawkish Spirit” will be re-defined in thenew development process. It will encourage all the TCL people to keep going, face the problems,change through self-criticism and maintain entrepreneurial passion as always.

Part IV Directors’ Report

I OverviewIn order to promote high-quality growth on such a large business scale, the Group started in 2017the reform and transformation through “modifying the operating philosophy, refining theorganizational flow, innovating business models and removing development obstacles”. Itstreamlined the operation and management process, optimized the business and organizationalstructures, kept promoting cost efficiency, as well as strengthened the position and competitiveedges of its core businesses in the industry. For 2018, the Group recorded operating revenue ofRMB113.36 billion, representing a year-on-year increase of 1.60%; core business revenue ofRMB112.28 billion, rising by 1.60% compared to a year ago; a net profit of RMB4.07 billion,representing a 14.7% year-on-year increase; and a net profit attributable to TCL shareholders ofRMB3.47 billion, representing an increase of 30.2% compared to a year ago. Meanwhile, net profitmargin was up from 2% in 2016 to 3.6%, ROE up from 7.2% to 12%, and per-capital net profit upfrom RMB35,500 to RMB38,600, representing notably better operational efficiency andperformance. In all, this round of reform has yielded preliminary results.Upon efforts of more than two years, the sale and shutdown of 63 non-core enterprises resulted in aconsiderable drop in enterprises running in the red and redirected human, capital and technologyresources to the core businesses with increasing competitiveness. During the Reporting Period,CSOT maintained full production and sales, as well as industry-wide leading operational efficiencyand profitability, posting a steady profit of RMB2.32 billion amid a weakening industry. Theintelligent terminal business saw better profitability with greater product strength and a largermarket share thanks to resource support from other businesses in R&D, manufacturing, supplychain management, distribution channel, branding, etc. And all the other businesses registered stableoperation and growth with profit contributions to the Group. As a result, the Group’s profitability isgradually improving.However, due to the different natures and development stages of the industries of the Group’sbusinesses, they differ greatly in business model and way of operation and management. Thisremains the major obstacle of the Group’s business growth and value creation. Therefore, the Group

accelerates the refining of its business and capital structures by stripping off its terminal and relatedbusiness, so as to further concentrate resources to satisfy the needs of the capital- andtechnology-intensive semi-conductor display and material business. It aims to build up thecompetitive edges of its core businesses through continuous concentration and sufficient resourcecommitment. The said restructuring plan has been approved at the First Extraordinary GeneralMeeting of 2019 on 7 January 2019. And the restructuring is currently progressing on track. In theReporting Period, the Group still managed and measured based on the old business structure, i.e. thesemi-conductor display business group, the intelligent terminal business group and the emergingbusiness group.

The capital structure and profitability have been improved to build up the Group’s ability ofsustainable development.The said major asset restructuring is a cash deal. The Group received RMB4.76 billion in cash forthe asset sale, which was considered a one-off restructuring income of the period of the settlement.This brought up both the assets and profit attributable to TCL shareholders.Excluding the target assets in the restructuring, for 2018, the Group recorded a net profit ofRMB3.55 billion, of which the net profit attributable to TCL shareholders stood at RMB3.15 billion.Meanwhile, major financial indicators improved to varying degrees. To be specific, the debt/assetratio dropped from 68.4% to 64.1%, the net profit margin on sales rose from 3.59% to 7.35%, thenumber of employees decreased from 89,750 to 31,645, and the per-capital net profit increasedfrom RMB38,600 to RMB99,600.This restructuring has helped refine the Group’s capital structure, as well as significantly boostprofitability and returns for shareholders. The Group will embrace a whole new development stagewith high-speed and high-quality growth.

The strategic transformation towards a technology conglomerate will help the Groupconcentrate resources on its core businesses.Upon the completion of the restructuring, the Group will become a technology conglomerate.The semi-conductor display and material business will be the Group’s core business. It will furthersolidify its leading advantages in product and technology innovation and operational efficiency,

obtain a larger market share and a better position in the industry through production ramp-up plustechnology and production process upgrade, as well as build a bigger and stronger business ofsemi-conductor display and materials by vertical extension to the upstream and downstreamindustrial chain, as well as by horizontal cross-industry integration. It is committed to becoming aleader in the global industry.The industrial finance & investment and venture capital business will be sustained to providesufficient resource assurance for the development of the core business. The industrial financebusiness is positioned to offer capital and asset management services for the core business. It helpsincrease capital utilization efficiency and cut down finance costs under controllable risk. Theinvestment and venture capital business will explore opportunities at the forefront ofcore-business-related new technologies, new materials and new applications, so as to increase theGroup’s control over the key links of its industrial chain. The stable profit contributions from theindustrial finance & investment and venture capital business can also help offset the impact ofcyclical swings on the semi-conductor display sector.As for the other businesses that have been sustained in the restructuring, they are generallyoperating in a steady manner with profit contributions to the Group. But they are not closelyconnected to the core business, so for further concentration, the Group will gradually divest thesebusinesses by means of restructuring, divestiture, sale or other ways at proper timings according tothe principle of maximum value for shareholders.Meanwhile, the Group will make use of its capital, technology and operational and managementefficiency advantages to look for M&A opportunities in technology- and capital-intensive high-techindustries. This is to create a new driving force of the Group’s business growth in addition to thesemi-conductor display and material business, driving growth with technology.

The Group focuses on the three core technologies and drives growth through product andtechnology innovation.New semi-conductor display technologies and materials, artificial intelligence (AI) and big data, aswell as intelligent manufacturing and the industrial Internet are the Group’s three major strategicdirections. In 2018, the Group spent RMB5.67 billion on R&D, up by 20% year-on-year.

In the field of printed display, the "National Printed and Flexible Display Innovation Center" ofGuangdong Juhua is the only national innovation center in China’s display sector, as well as themost advanced printed display public platform around the world. It has successfully developed the31-Inch 4K Printed OLED and the world’s first 31-Inch 4K Printed H-QLED. In terms of materialdevelopment for OLED, China Ray has developed, in an independent manner, red-light andgreen-light evaporated OLEDs which are domestically advanced. In addition, the Group’s QLEDR&D team has solved key issues such as the useful life of red-light and green-light QLEDs, and theself-developed blue-light QLED shows the best performance around the world.The Group has set up multiple R&D centres across the world, which are dedicated to the basiccommon technology research of AI and big data. The Hong Kong R&D Centre specializes inintelligent product application, as well as key image and big data technologies; the R&D centre inthe U.S. works on supporting Internet operation technologies; the Wuhan R&D Centre concentrateson algorithms in relation to AI technologies such as image recognition, as well as voice recognitionand understanding; and the European R&D Centre will focus on AI algorithms. Thanks to theintroduction of global leading talent, the Group has achieved better abilities in algorithm, data andapplication scenario construction in a fast pace, which have been applied to its products and thedevelopment of display materials.In the area of intelligent manufacturing and industrial Internet, the Group develops such products,technologies and solutions with independent core intellectual properties (IP). Deeply integratingindustrial and information technology resources, the Group will provide an industrywide advancedindustrial Internet platform to help upgrade the semiconductor display plants with intelligent, digitaland modular management systems, as well as with scenario-based intelligent manufacturingsolutions.During the Reporting Period, the Group applied for 1,607 international patents through PCT,representing a cumulative number of 9,990, covering Europe, the U.S., South Korea, etc. In addition,up to the end of the Reporting Period, the Group has cumulatively applied for 36,389 Chinesepatents and 8,363 U.S. patents. Among those, CSOT has applied for 14,372 Chinese patents and7,684 U.S. patents, indicating a domestically advanced level of patented technologies indomestically; in the quantum-dot electroluminescence field, applications have been filed for 757

patents, ranking the world’s second highest in this regard.

With significantly improved industrial capability, the Group keeps enriching its productrange and multi-scenario applications.The t6 project (the G11 production line), mainly for 65-inch, 75-inch and other super-large-sizednew display panels, went into production in November 2018, which was ahead of schedule. The t7project (another G11 production line), positioned to produce 8K and OLED large-sized displaypanels, is under construction. As for small- and medium-sized displays, the t3 project (the G6LTPS-LCD production line) started to run at full capacity for quick sale in the fourth quarter of2018, with its shipment jumping to No. 3 around the world, representing the world’s fastest growthspeed. The t4 project (the G6 flexible LTPS-AMOLED production line) has started production,with capacity and the yield rate gradually improving. CSOT is also proactively making plans toenter new markets of large-sized panels for touch modules, electronic whiteboards, tiled video walls,specialized high-end monitors, etc. as a way to increase the proportion of high-tech andhigh-added-value products in its product mix.The intelligent terminal business continued to optimize its product mix and significantly improvedits product strength. According to China Market Monitor, a data firm, TCL TV’s brand-price indexon China’s market has risen from 102 in 2017 to 110 in 2018, jumping to No. 2. In the ReportingPeriod, the sales volume of TCL Electronics’ 55-inch-and-above products accounted for a marketshare 25.2%, up by 4.6 percentage points year-on-year; the sales volume of 4K products went upfast, with a market share of 40%; and the sales volume of curved TV ranked first on the market.

With progress in branding and global operations, the Group has started to utilize itsindustrial chain capability overseas.During the Reporting Period, with opportunities arising from the “Belt and Road Initiative” and theintegration of the consumer electronics industry, the Group beefed up its global expansion. As aresult, it has broken into the European market and expanded its business in India and Russia. TheGroup integrates the business resources of TCL Electronics, TCL Communication and TCLHousehold Electric Appliance Group, as well as promotes intragroup cooperation in product

development, industrial chain management, marketing and global branding. Through enhancingbranding and product strength, TCL is shifting from a Chinese brand to a competitive global brand.The Group owns 28 R&D centres, 10 joint labs and 22 manufacturing bases across the world,covering over 160 countries and regions. In the Reporting Period, revenue generated by the Group’soverseas business accounted for 49.7% of its total revenue.The whole-module integrated intelligent manufacturing industrial park in India, which has startedconstruction in late December 2018, helps materialize the shift from a single product model to ascreen-to-TV-module industrial chain. This will help improve the global operation and managementability, so as to lay a solid foundation for the globalization of the Group’s semi-conductor displayand material business.With a well-established global network covering R&D, products, distribution channels andmarketing, and featuring strong competencies of global management and localized operationscovering supply chain management, IP protection, risk control and compliance, TCL is able to dealwith various trade disputes and maintain steady growth in global business.

The Group builds up its digital operation capability to promote digitization in managementand business operation.To promote digitization and improve intelligent manufacturing, the Group coordinated internalresources in a bid to deeply integrate industrial technology and information technology resources, aswell as promote digitization and IT in management and operation. Meanwhile, the Group’sintelligent manufacturing resources are tapped to establish an intelligent manufacturing servicecenter to boost the intelligent manufacturing capability of all the businesses. So far, the Company’sdigital operation platform has reserved products with independent IP in the Industrial Internet,intelligent enabling technology, intelligent plants and intelligent equipment. It is launching productsand services in three major fields, IoT platforms, industrial software and IT service for factorymanagement. In order to seize overseas opportunities in the accelerating transformation andupgrade of China’s manufacturing sector, the Group will, based on years of accumulation in themanufacturing sector and advanced technologies in the industry, provide intelligent manufacturingproducts and solutions for overseas customers, as well as build an industry-level industrial Internet

platform.

II Core Business AnalysisThe major asset restructuring plan has been approved at the Group’s general meeting on 7 January2019. And the restructuring is currently progressing on track. Upon the completion of therestructuring, the Group’s core businesses will be modified to comprise the semi-conductor displayand material business, the industrial finance & investment and venture capital business and theemerging business group:

1. The Semi-Conductor Display and Material BusinessIt consists of CSOT, CDOT (0334.HK), Guangdong Juhua and China Ray.2. The Industrial Finance & Investment and Venture Capital BusinessIt includes TCL Finance and TCL Capital.3. The Emerging Business GroupIt comprises Highly, Educational Web and Environmental Resource.

(I) The Semi-Conductor Display and Material Business1. CSOTCSOT is mainly engaged in the R&D, production and sales of semiconductor display panels and thecollaborative management of semiconductor display related industries. In addition to further

Guangdong JuhuaChina Ray

China RayTCL Corporation

TCL Corporation

Industrial Finance &Investment and VC Business

Industrial Finance &Investment and VC Business

TCL Finance

TCL FinanceTCL Capital

TCL CapitalCSOT

CSOTCDOT

CDOTHighly

HighlyEducation Web

Education WebEnvironmental Resource

Environmental ResourceSemi-Conductor Display

& Material Business

Semi-Conductor Display & Material BusinessEmerging Business Group

consolidating its leading position as a large-sized TV panel provider, CSOT is strengthening itsproduct advantage in the area of small- and medium-sized panels through ongoing technologyinnovation, so as to increase its overall competitiveness. In the meantime, it also accelerates itstransformation towards a multi-application-scenario display interface provider. By expanding itssegment market share of products with high added value, it strives for higher profit.Moreover, CSOT is promoting organizational structure optimization and business modeltransformation to further improve efficiency and reduce costs for leading efficiency andeffectiveness in the industry. In the Reporting Period, CSOT recorded operating revenue ofRMB27.67 billion and a net profit of RMB2.32 billion.1.1 Large-Sized Panel Business GroupDuring the Reporting Period, the two G8.5 lines of CSOT, t1 and t2 projects, maintained fullproduction and sales. A total of 3.593 million glass substrates were inputted, representing ayear-on-year increase of 7.95%. CSOT’s large-sized LCD panel shipment remains the fifth in theglobe, with the shipments of the 32-inch and 55-inch UD products both being the second largest inthe world, as well as consecutively ranking first in shipment to major domestic brand customers.The G11 TFT-LCD and AMOLED new display production line (t6 project), mainly producing65-inch, 75-inch and other ultra-large-sized new display panels, has started production in November2018 and is expected to reach full capacity in late 2019. The G11 UHD new display production line(t7 project), which has started construction in November 2018, is mainly responsible for theproduction and sales of 65-inch, 70-inch (21:9) and 75-inch 8K UHD displays and AMOLEDdisplay products.The first phase of CSOT’s integrated intelligent module manufacturing base (High GenerationModule Project) has been put into production, with an annual processing capacity of 40 millionLCD modules. Bulk shipment has been achieved. Supporting the G8.5 and G11 production lines,this project is positioned to provide high-end and large-sized display modules to solve problems forcustomers, and further enhance the manufacturing capability of CSOT in the sector ofsemiconductor displays.1.2 Small- and Medium-Sized Panel Business Group

Benefiting from a sharp rise in the shipment to international top brand customers, the G6LTPS-LCD production line (t3 project) realized full production and sales in the fourth quarter of theyear under review, with remarkable year-on-year improvements in market share and profitability.According to AVC, a data firm, in the fourth quarter of 2018, CSOT’s shipment of 24.8 millionpieces ranked No. 3 worldwide and No. 2 domestically, representing the world’s fastest growthspeed.The G6 LTPS-AMOLED flexible production line (t4 project) is expected to start mass production in2019, with the development and verification of key technologies well underway. CSOT’s G4.5flexible AMOLED trial line in Wuhan has helped prepare for the rapid mass production of t4products in terms of beforehand technology and talent reserve.CSOT will give full play to its existing capacity and technology advantages, so as to transformfaster towards a multi-application-scenario display interface provider. In order to do that, CSOTcontinues to refine its existing product and customer structures, as well as actively work on thedevelopment of display products for interactive whiteboards, tiled video walls, advertisementplayers, gaming, vehicles, etc. for a larger share in these segment markets with high added value. Itaims to promote market demand with its multi-scenario display application, and boost profit withdifferentiated products with high added value.

2. CDOTCDOT (0334.HK) is engaged in the R&D, production and sales of small- and medium-sizedTFT-LCD/OLED display modules.In the Reporting Period, CDOT fully leveraged synergy with CSOT, refined its product mix andbrought in a number of international top brand customers. As a result, it sold 60.48 million modules(a 13.0% year-on-year increase), generating sales revenue of RMB5.28 billion (a 52.4%year-on-year increase). Meanwhile, following the business strategy of being a provider ofmulti-application-scenario display interface, CDOT is actively expanding its share in the smarthome and commercial display markets by way of working with famous Internet companies tolaunch smart home products equipped with its display modules. It will also improve its business

composition and enhance its product competitiveness and profitability.

3. Guangdong JuhuaAs the contractor of the "National Printed and Flexible Display Innovation Center", GuangdongJuhua is the first national innovation center in China’s display sector. It is mainly engaged in theresearch of key common technologies of printed and flexible display. To build up China’s publicR&D platform for printed display and create a printed display eco-system, it cooperates withuniversities, research institutes, internationally renowned materials and equipment companies, so asto integrate resources within the industry and develop such core technology.In the Reporting Period, Guangdong Juhua’s development of printed display technology went well.In the large-sized area, it has successfully developed the 31-Inch UHD (4K) Printed OLED and the31-Inch UHD Top-Emitting Printed H-QLED, which is the world’s highest resolution printedQLED, as well as the world’s first such product to adopt both advantages of electroluminescentquantum-dot materials and OLED materials. While in the small-sized area, it completed thedevelopment of the 5-inch ultra-high resolution (400ppi) printed AMOLED, which is the highestresolution display device completed by the printed technology.

4. China RayChina Ray is mainly engaged in the development of new OLED key materials with independent IP,focusing on evaporated OLED small molecule materials and printed OLED materials.During the Reporting Period, China Ray’s R&D of new materials was progressing in a smoothmanner. It has developed over 700 types of emitting materials with independent IP, many of whichhave been accepted by China’s mainstream panel production lines and some of them have realizedbulk supply. China Ray now has three kinds of emitting materials with independent IP—red-lightand green-light materials based on evaporation process, as well as solution-processed green-lightmaterials, all of which are of a globally advanced performance.To support the national overall planning of new display materials and technologies, China Ray

independently develops printed OLED materials, including red-light and green-light emittingmaterials and devices, which reach domestically advanced performance. And breakthroughs havealso been made concerning the blue-light emitting materials.

(II) The Industrial Finance & Investment and Venture Capital BusinessThe Group will sustain the industrial finance & investment and venture capital operations after therestructuring, primarily comprising TCL Finance and TCL Capital. TCL Finance provides financialservices to the upstream and downstream partners of the core businesses and the industrial chain,increasing capital utilization efficiency and cutting down finance costs under controllable risk. Italso uses the surplus capital for more gains. TCL Capital focuses on the core business chain,investing in the forefront of areas such as key electronic devices, basic software and high-enduniversal chips.The industrial finance & investment and venture capital business can help concentrate on the corebusinesses, as well as boost management and operational efficiency. The stable profit contributionsfrom it can also help offset the impact of cyclical swings on the semi-conductor display sector.1. TCL FinanceTCL Finance mainly comprises the Group’s finance and the supply chain finance.The Group’s finance primarily involves providing financial and management support to the majorbusinesses and subsidiaries within the Group, and undertaking the functions of efficiencyimprovement and risk management of Group assets. During the Reporting Period, TCL Finance Co.,Ltd. enhanced its financial support to the Group’s business development according to the Group’sstrategic goals, and further improved its active management ability for capital and risks. Theoperation of TCL Finance is progressing smoothly. Its asset scale, gross profit, ROE and capitalconcentration are all of a leading level in the industry.The supply chain finance is divided into industrial chain finance and consumer finance, providingfinancial services for industrial chain partners, Group employees and Group product consumersrespectively. During the Reporting Period, the supply chain finance business was improved

internally and externally to provide quality and convenient account receivable financing services forindustry chain partners, especially small and medium enterprises. By 2018, the number of B2Bfinance clients reached more than 13,000, while the registered retail finance clients were close to50,000.

2. TCL CapitalTCL Capital includes the venture capital and financial investment business, as well as AdmiraltyHarbour Capital Limited.The venture capital business focuses on investment opportunities in prospective and innovativetechnology according to the development needs of the Group’s core businesses, with majorinvestments in new materials, new energy, major consumption and high-end manufacturingindustries. Up to the end of the Reporting Period, the venture capital business manages funds ofRMB9.365 billion in total, and has accumulatively invested in 108 projects, with shareholdings inlisted companies such as Petro-King, Sky Solar, Jinyu, ZJBC, HyUnion Holding, CATL and S.C. Inaddition, in the non-core investments, the Group cautiously evaluates financial investmentopportunities. At present, it holds a 19.07% interest in 712 Corp. (603712.SH), a 20.08% interest inFantasia Holdings (01777.HK), and a 4.99% interest in Bank of Shanghai (601229.SH).Admiralty Harbour Capital Limited, a majority-owned subsidiary of the Group and a financialinstitution holding Licenses No. 1, No. 4 and No. 9 in Hong Kong, is approved in 2017 by theSecurities and Futures Commission of Hong Kong to engage in securities trading, providingsecurities-related advice and offering asset management service. The subsidiary signed andintroduced in March 2018 a management and operation team comprising international seniorexperts, with the purpose of building an innovative, efficient financial service platform. It has beenproviding financial service for third-party clients for revenue since August 2018. On the capitalmarket, it completed two bond issues in 2018, and provides debt management consulting service fora Hong Kong listed company as their financial advisor. In regard with asset management, thesubsidiary has accomplished the preparations for two global bond funds, and has been engaged ininvestment management since November 2018.

(III) The Emerging Business Group1. Highly InformationHighly Information (835281) is a business platform specializing in the sales and service of ITproducts, covering domestic and foreign top-brand notebook computers, desktop computers, digitalproducts and related accessories.Following the strategy of "sales + service", Highly Information is committed to becoming acomputing equipment provider in the intelligent era. Highly Information achieved sales revenue ofRMB16.54 billion and a net profit attributable to the Company as the parent of RMB0.199 billion inthe Reporting Period.

2. Educational WebOpen Edutainment is the largest web-based degree course provider in China. It is a leader inweb-based degree course services, and also actively develops Internet education and vocationaleducation. During the Reporting Period, the enrollment for the degree courses of Educational Webwas successfully completed, and teacher training was steadily processing. On the basis of theexisting business, Open Edutainment intensified the integration of educational resources and B2Cbusiness development. Up to the end of the Reporting Period, the registered users of the Internet ITvocational education platform (IMOOC) reached 14.70 million, ranking first in the industry.

(IV) Major Target Businesses of the Restructuring PlanHaving been approved at a general meeting on 7 January 2019, the Group’s major assetrestructuring plan is targeted at the restructuring of the intelligent terminal and related business.Upon the completion of relevant transaction, this business will be stripped off from the Group andexcluded from the Group’s consolidated financial statements.1. TCL Electronics

TCL Electronics is mainly engaged in the R&D, production and sales of large-screen displayterminals, and provides users with Internet value-added services and system solutions. It is aimed atbecoming a world-leading intelligent technology firm and achieving market leadership in China andaround the world.During the Reporting Period, the sales revenue of TCL Electronics increased by 9.25%year-on-year to RMB38.57 billion (HK$45.58 billion). The net profit attributable to the Companyas the parent increased by 14.4% year-on-year to RMB0.801 billion (HK$0.944 billion). Theaggregate sales volume of LCD TVs reached 28.606 million sets (including commercial displays),showing an increase of 23.1% year-on-year. According to Sigmaintell, a consulting firm, TCLElectronics achieved a global market share of 11.6% in terms of TV shipment in 2018, the secondlargest.TCL Electronics achieved a sales volume of 18.214 million TV sets in overseas markets,representing an increase of 29.5% year-on-year. To be specific, the sales volume in the NorthAmerica market rose by 41.8% from a year ago, jumping to No. 2 in the third quarter andNovember; the sales volume in the emerging markets increased by 30.7% year-on-year, withimpressive growth in India, Southeast Asia, Brazil and Australia; and the sales volume in theEuropean market increased by 43.1% year-on-year, with growth particularly in France, Germany,Italy, Spain, etc.

2. TCL CommunicationTCL Communication operates three major brands, namely TCL, Alcatel and BlackBerry worldwide.It is committed to providing users with innovative mobile terminal products and services. TCLCommunication aims to become the world's leading brand of mobile terminal devices, as well asestablish a customer-oriented product definition and sales system.Following the operating strategy of “building strength in products, the supply chain and marketing,as well as improving the basic corporate management system”, TCL Communication shortened thetime needed for the development of a product, increased the supply chain efficiency, and set up acustomer-oriented marketing system. As a result, it has seen the average selling price and grossprofit margin increase, operating expenses go down, and loss decrease as compared to the previous

year. However, due to the fiercer market competition and the impact of reforms and adjustments,TCL Communication sold 33.87 million units of products during the Reporting Period, representinga drop of 23% year-on-year.

3. TCL Household Electric Appliance GroupTCL Household Electric Appliance Group is mainly engaged in the R&D, production and sales ofair conditioners, refrigerators, washing machines and health electrical products. It maintains itsmarket position in the second lineup by large-scale development and product innovation.In face of the complicated operating environment at home and abroad, TCL Household ElectricAppliance Group drove product upgrades based on the category leading strategy, as well asproactively promoted cost efficiency throughout the industrial chain. Capitalizing on the marketingand brand advantages of TCL Electronics, it promoted lean management, improved its customerstructure, and optimized the domestic and foreign sales mix to achieve high-quality scale growth.During the Reporting Period, it sold 9.197 million units of air-conditioners (an 0.3% year-on-yearincrease), 2.368 million units of washing machines (a 23.5% year-on-year increase), and 1.77million units of refrigerators (a 14.6% year-on-year increase). During the Reporting Period, TCLHousehold Electric Appliance Group posted sales revenue of RMB17.46 billion, up by 9.87% whencompared to the prior year.

4. Tonly ElectronicsTonly Electronics develops, manufactures and markets high-quality audio and video products andwireless smart connected products for the world's top consumer electronics brands.In the Reporting Period, in addition to strengthening the development and innovation of smart voicespeakers, Tonly Electronics also worked actively on cross-industry smart voice application products.Leveraging its first mover advantage in smart voice technology and the cooperation relationshipwith various voice ecosystems, it marketed its smart products to brand customers outside the smartspeaker industry. During the Reporting Period, Tonly Electronics achieved sales revenue ofRMB6.18 billion (HK$7.30 billion), representing a year-on-year increase of 21.8%.

2. Revenue and Cost Analysis(1) Breakdown of Sales Revenue

Unit: RMB

20182017Change (%)
Sales revenueAs % of total sales revenue (%)Sales revenueAs % of total sales revenue (%)
CSOT27,537,312,30824.53%30,475,095,11127.58%-9.64%
Highly16,536,580,69914.73%15,200,566,27613.75%8.79%
TCL Electronics38,569,124,96334.35%35,304,642,69631.95%9.25%
TCL Household Electric Appliance17,458,889,70015.55%15,890,528,40014.38%9.87%
TCL Communication12,564,163,91511.19%14,974,744,72913.55%-16.10%
Tonly Electronics6,176,286,7175.50%5,072,397,7504.59%21.76%
Others and eliminated intercompany accounts-6,559,765,476Not applicable-6,407,078,001Not applicableNot applicable
Total sales revenue112,282,592,826100.00%110,510,896,961100.00%1.60%

(2) Sales Revenue by Operating Segment

Unit: RMB

20182017Change (%)
Sales revenueAs % of total sales revenue (%)Sales revenueAs % of total sales revenue (%)
Domestic core business56,473,133,32950.30%56,321,585,93550.96%0.27%
Overseas core business55,809,459,49749.70%54,189,311,02649.04%2.99%
Total sales revenue112,282,592,826100.00%110,510,896,961100.00%1.60%

(3) Execution Progress of Major Signed Sales Contracts in the Reporting Period

□ Applicable ■Not applicable

(4) Changes in the Scope of Consolidated Financial Statements for the Reporting Period

Compared with 2017, 35 subsidiaries (34 newly incorporated and another one due to acquisition ofcontrol) are newly included in and 31 subsidiaries (20 de-registered, four transferred and anotherseven due to cease of control caused by a decreased interest) are excluded from the consolidationscope of 2018.

(5) Major Changes to the Business Scope or Product or Service Range in the Reporting Period

□ Applicable ■Not applicable

(6) Major Customers and Suppliers

Major customers:

Total sales to top five customers (RMB)17,833,273,051
Total sales to top five customers as % of total sales of the Reporting Period (%)15.88%
Total sales to related parties among top five customers as % of total sales of the Reporting Period (%)-

Top five customers:

No.CustomerSales revenue contributed for the Reporting Period (RMB)As % of total sales revenue (%)
1Customer A5,320,999,9434.74%
2Customer B3,633,016,0473.24%
3Customer C3,500,719,6173.12%
4Customer D2,954,321,0772.63%
5Customer E2,424,216,3672.16%
TotalTotal17,833,273,05115.88%

Other information about major customers:

□ Applicable ■ Not applicableMajor suppliers:

Total purchases from top five suppliers (RMB)19,095,960,306
Total purchases from top five suppliers as % of total purchases of the Reporting Period (%)20.78%
Total purchases from related parties among top five suppliers as % of total purchases of the Reporting Period (%)-

Top five suppliers:

No.SupplierPurchase in the Reporting Period (RMB)As % of total purchases (%)
1Supplier A6,307,241,1086.86%
2Supplier B4,351,718,8844.74%
3Supplier C3,898,168,7594.24%
4Supplier D2,388,167,6872.60%
5Supplier E2,150,663,8682.34%
Total19,095,960,30620.78%

Other information about major suppliers:

□ Applicable ■ Not applicable

7. Expense

Unit: RMB

20182017Change (%)Reason for any significant change
Selling expense8,887,021,380.009,511,063,675.00-6.56%A decline in advertising expense and sales promotional expense
Administrative expense4,299,610,008.004,676,573,595.00-8.06%Intermediary fees
R&D expense4,677,578,988.004,779,466,163.00-2.13%Cost control
Finance costs973,260,519.001,665,274,997.00-41.56%Exchange rate fluctuations

8. R&D Expense

Details about R&D expense:

20182017Change (%)
Number of R&D personnel12,48110,94614.02%
R&D personnel as % of total employees16.63%14.58%7.36%
R&D expense (RMB)5,670,918,9504,721,201,06020.1%
R&D expense as % of operating revenue5.00%4.25%Up by 0.75 percentage point
Capitalized R&D expense (RMB)1,832,275,2811,627,463,33912.58%
Capitalized R&D expense as % of total R&D expense32.31%34.33%Down by 2 percentage points

Reasons for any significant YoY change in the percentage of R&D expense in operating revenue:

□ Applicable ■ Not applicable

Reason for any sharp variation in the percentage of capitalized R&D expense and rationale:

□ Applicable ■ Not applicable

9. Cash Flows

Unit: RMB

Item20182017Change (%)
Subtotal of cash generated from operating activities130,101,601,946127,113,578,7882.4%
Subtotal of cash used in operating activities119,615,021,503117,903,963,6651.5%
Net cash generated from/used in operating activities10,486,580,4439,209,615,12313.9%
Subtotal of cash generated from investing activities (note 1)60,058,874,21428,596,545,129110.0%
Subtotal of cash used in investing activities (note 2)88,289,416,14145,521,704,53494.0%
Net cash generated from/used in investing activities (note 3)-28,230,541,927-16,925,159,405-66.8%
Subtotal of cash generated from financing activities63,323,909,09451,420,471,21923.1%
Subtotal of cash used in financing activities43,284,087,00542,868,342,0321.0%
Net cash generated from/used in financing activities (note 4)20,039,822,0898,552,129,187134.3%
Net increase in cash and cash equivalents (note 5)2,421,213,397-534,486,172553.0%

Explanation of why any of the data above varies significantly on a year-on-year basis:

Note 1: Cash generated from investing activities rose 110% as compared to 2017, primarily driven by the withdrawal of cash onwealth management.Note 2: Cash used in investing activities rose 94% as compared to 2017, primarily driven by fixed asset investments and wealthmanagement purchases.Note 3: Net cash generated from investing activities declined 67% as compared to 2017, primarily driven by fixed asset investmentsand wealth management purchases.Note 4: Net cash generated from financing activities rose 134% as compared to 2017, primarily driven by borrowings obtained.Note 5: Net increase in cash and cash equivalents rose 553% as compared to 2017, primarily driven by a larger amount of net cashgenerated from operating and financing activities.

III Analysis of Non-Core Businesses

□ Applicable ■ Not applicable

IV Analysis of Assets and Liabilities

1. Significant Changes in Asset Composition

Unit: RMB

31 December 201831 December 2017Change in percentage (%)Reason for any significant change
AmountAs % of total assetsAmountAs % of total assets
Accounts receivable13,651,444,9177.08%14,793,671,8989.23%-2.15%Remittances of the Group
Construction in progress38,924,586,35520.19%14,775,237,3259.22%10.97%More ongoing constructions for the t4 and G11 LCD panel production lines
Short-term borrowings13,287,723,8346.89%16,036,554,60710.00%-3.11%Repayment of borrowings
Long-term borrowings36,864,922,66919.12%20,283,380,76512.65%6.47%New borrowings obtained

2. Assets and Liabilities at Fair Value

Unit: RMB

ItemBeginning amountGain/loss on fair-value changes in the Reporting PeriodCumulative fair-value changes charged to equityImpairment allowance for the Reporting PeriodPurchased in the Reporting PeriodSold in the Reporting PeriodEnding amount
Financial assets
1.Financial assets at fair value through profit or loss (exclusive of derivatives)1,543,843,738-54,348,583---768,100,000721,395,155
2.Derivative financial assets687,431,897-298,956,859--27,709,511-416,184,549
3. Available-for-sale financial assets1,159,165,770--438,844,90696,717,6592,179,984,949886,421,7411,917,166,413
Subtotal of financial assets3,390,441,405-353,305,442-438,844,90696,717,6592,207,694,4601,654,521,7413,054,746,117
Financial liabilities442,942,029-204,115,699---26,729,263212,097,067

Significant changes to the measurement attributes of the major assets in the Reporting Period:

□ Yes ■ No

3. Restricted Asset Rights as at the Period-End

Restricted assetsCarrying amount (RMB’000)Reason for restrictionAs % of total assetsRemark
Monetary capital868,900Deposited by the finance subsidiary in the central bank as the required reserve0.45%Restricted
Monetary capital224,940Other monetary capital0.12%Restricted
Accounts receivable47,090Factored or put in pledge for loans0.02%In pledge
Fixed assets43,113,350As collateral for loan22.37%Collateralized
Intangible assets4,337,850As collateral for loan2.25%Collateralized
Total48,592,13025.21%

V Investments Made

1. Total Investment Amount

Total investment amount in 2018 (RMB)Total investment amount in 2017 (RMB)Change (%)
12,577,112,49410,178,152,46723.57%

2. Major Equity Investments Made in the Reporting Period

Unit: RMB

InvesteeCore business scope of investeeWay of investmentAmount of investmentThe Company’s interest in investeFunding sourceJoint investorTerm of investmentType of investmentInvestment progress as at balance sheetProjected earningsReturn on investment in ReportingAny legal matter involvedDisclosure date (if any)Index to disclosed information (if
edatePeriodany)
Shenzhen China Star Optoelectronics Semiconductor Display Technology Co., Ltd.G11 UHD New Display Production LineWith monetary capital7,000,0 00,00035.89%Self-fundedShenzhen Major Industry Development Fund One Co., Ltd.7 yearsUHD new displays--None22 May 2018http://www.cninfo.com.cn
Guangdong CSOT Industrial Equity Investment Co., Ltd.G11 UHD New Display Production LineWith monetary capital2,000,000,00017.54%Self-fundedGuangdong Utrust Industrial Investment Fund Partnership9 yearsUHD new displays--None3 August 2018http:/ /www.c ninfo.c om.cn
Total----9,000,000,000----------------------

3. Major Non-Equity Investments Ongoing in the Reporting Period

□ Applicable ■ Not applicable

4. Financial Investments

(1) Securities Investments

Security typeSecurity codeSecurity nameInitial investment costMeasurement methodBeginning carrying amountGain/Loss on fair-value changes in Reporting PeriodAccumulated fair-value changes charged to equityPurchased in Reporting PeriodSold in Reporting PeriodGain/loss in Reporting PeriodEnding carrying amountAccounting titleFunding source
--------------
Other securities investments held at period-end--------------
Total--------------
Disclosure date of announcement on Board’s consent for securities investments39 March 2017
Disclosure date of announcement on general meeting’s consent for securities investments (if any)14 April 2017

(2) Investments in Derivative Financial Instruments

Funding sourceMostly foreign-currency revenue
Legal matters involved (if applicable)Not applicable
Disclosure date of board announcement approving derivative investment (if any)28 April 2018
Disclosure date of general meeting announcement approving derivative investment (if any)Not applicable
Analysis of risks and control measures associated with derivative investments held in Reporting Period (including but not limited to market risk, liquidity risk, credit risk, operational risk, legal risk, etc.)In order to effectively manage the exchange and interest rate risks of foreign currency assets, liabilities and cash flows, the Company, after fully analyzing the market trend and predicting the operation (including orders and capital plans), adopts forward foreign exchange contracts, options and interest rate swaps to avoid future exchange rate and interest rate risks. As its business scale changes subsequently, the Company will adjust the exchange rate risk management strategy according to the actual market conditions and business plans. Risk analysis: 1. Market risk: the financial derivatives business carried out by the Group belongs to hedging and trading business related to main business operations, and there is a market risk of loss due to the fluctuation of underlying interest and exchange rates, which lead to the fluctuation of prices of financial derivatives; 2. Liquidity risk: the derivatives business carried out by the Group is an over-the-counter transaction operated by a financial institution, and there is a risk of loss due to paying fees to the bank for the operations of evening up or selling the derivatives below the buying prices; 3. Performance risk: the Group conducts the derivative business based on rolling budgets for risk management, and there is a risk of performance failure due to deviation between the
actual operating results and budgets; 4. Other risks: in the case of specific business operations, if the operator fails to finish the prescribed procedures for report or approval, or fails to record the financial derivative business information accurately, timely and completely, it may result in loss of derivative business or trading opportunities. Moreover, if the trading operator fails to fully understand the terms of transaction contracts or product information, the Group will face the legal risks and transaction losses therefrom. Measures taken for risk control: 1. Basic management principles: the Group strictly follows the hedging principle and the main purpose of locking costs and avoiding risks. It is required that the financial derivatives business to be carried out matches the variety, size, direction and duration of spot goods, and no speculative trading should be involved. In the selection of hedging instruments, only simple financial derivatives that are closely related to the main business operation and meet the requirements of hedge accounting treatment should be selected, and avoid complex business that exceeds the prescribed business scope or is difficult to recognize in terms of risk and pricing; 2. The Group has formulated a special risk management system tailored to the risk characteristics of the financial derivatives business, covering all key aspects such as pre-emptive prevention, in-process monitoring and post-processing. Professional personnel are rationally arranged for investment decision-making, business operations and risk control. Investment participants are required to fully understand the risks of financial derivatives investment and strictly implement the business operations and risk management systems of derivatives. Before starting the derivatives business, the holding company must submit to the management department of the Group detailed business reports including its internal approval, main product terms, operational necessity, preparations, risk analysis, risk management strategy, fair value analysis and accounting methods, and special summary reports on business operated. Operations can be implemented only after getting opinions from the professional department of the Group; 3. Relevant departments should track the changes in the open market price or fair value of financial derivatives, timely assess the risk exposure changes of invested financial derivatives, and make reports to the board of directors on business development; 4. When the combined impairment of the fair value of derivatives and changes in the value of the assets (if any) used for risk hedging by the Group results in a total loss or floating loss amounting to 10% of the recently audited net assets of the Company, and the absolute amount exceeds RMB10 million, the Group will disclose it in a timely manner.
Changes in market prices or fair value of derivative investments in Reporting Period (fair value analysis should include measurement method and related assumptions and parameters)With the rapid expansion of overseas sales, the Company keeps following the above rules in the operation of forward foreign exchange contracts, interest rate swap contracts and futures contracts to avoid and hedge foreign exchange risks arising from operation and financing. It saw a gain of RMB52.938 million for the Reporting Period. The fair value of derivatives is determined by real-time quoted price of the foreign exchange market, based on the difference between the contractual price and the forward exchange rate quoted immediately in the foreign exchange market on the balance sheet date.
Major changes in accounting policiesNo major changes
and specific accounting principles adopted for derivative investments in Reporting Period compared to last reporting period
Opinion of independent directors on derivative investments and risk controlIn view of the fact that nearly half of the main business of the Company is overseas, a wide range of settlement currencies is involved. The Company reduces exchange losses and locks transaction costs by reasonable financial derivatives, which helps to reduce risk control costs and improve company competitiveness. Risks are effectively controlled as the Company has taken series of measures such as conducting a rigorous internal evaluation for the operation of financial derivatives business, establishing a corresponding regulatory mechanism, formulating reasonable accounting policies and specific accounting principles, setting limits for risk exposure management, and operating simple financial derivatives. The contracting agent for financial derivatives business of the Company is a sound financial agent with good credit standing. The independent directors believe that the financial derivatives transactions carried out by the Company in 2018 are closely related to the daily operation needs of the Company with controllable risks. The business is in line with the interests of minority shareholders of the company and the relevant laws and regulations.

Positions of derivative investments at the period-end:

Unit: RMB’000
Type of contractBeginning amountEnding amountGain/loss in Reporting PeriodEnding contractual amount as % of the Company’s ending net assets
Contractual amountActual amountContractual amountActual amountContractual amountActual amount
1. Forward forex contracts20,369,370697,16025,316,330860,70052,938415.914.1
2. Interest rate swaps4,168,82083,3804,653,250139,60076.42.3
3. Currency swaps1,633,55031,8403,115,890155,79051.22.6
Total26,171,740812,38033,085,4701,156,09052,938543.519

5. Use of Funds Raised(1) General Information about the Use of Raised Funds

Unit: RMB’000

Year of raisingWay of raisingTotal amountUsed in theCumulatively usedAmount withCumulative amountCumulative amountUnused amountPurpose andAmount being idle
raisedCurrent Periodchanged use in the Reporting Periodwith changed usewith changed use as % of total amount raisedwhereabouts of the unused amountfor more than two years
2018Public offering to qualified investors3,000,0003,000,0003,000,000------
Total--3,000,0003,000,0003,000,000-------
Remark
During the Reporting Period, TCL Corporation raised a total of RMB3 billion through the Corporate Bonds Publicly Offered in 2018 to Qualified Investors (Phase 1) and (Phase 2), which was used up for supplementing the working capital and repaying loans.

(2) Promised Use of Raised Funds

□ Applicable ■ Not applicable

(3) Changed Use of Raised Funds

□ Applicable ■ Not applicable

VI Sale of Major Assets and Equity Interests

1. Sale of Major Assets

Transaction partyAsset soldDate of saleTransaction price (RMB’000)Net profit contributed to the Company from the period-begin to the date of sale (RMB’000)Effect on the Company (see note 3)Ratio of the net profit contributed by the sale of the asset to the Company’s total profit (%)Pricing principleRelated-party transaction or notRelationship between the transaction party and the Company (applicable for related-party transactions)Ownership of the asset involved has been all transferred or notCreditor’s rights and liabilities involved have been all transferred or notExecuted as scheduled or not; if not, give reasons and measures takenDisclosure dateIndex to disclosed information
TCL Industries Holdings (Guangdong) Inc.100% interest of TCL Industries, 100% interest of TCL Household Electric Appliance, 100% interest of Hefei Home Appliances, 56.50% interest in Cool Friends Technology, 100% interest of Koyoo Online Service, 100% interest of TCL Technology Park, 75% interest in JDH, and 36.00% interest7 January 20194,760,000.00-The Company sold the intelligent terminal (consumer electronics, home appliances, etc.) and supporting businesses in this deal for restructuring. Upon the deal, the Company’s diversified business structure will be simplified to focus on the semi-conductor-The deal is priced upon friendly negotiation of the transaction parties according to the assessed value of the target assets.YesAs Mr. Li Dongsheng is a director of both TCL Corporation and TCL Holdings, TCL Holdings is considered a related party of TCL Corporation.NotNot applicableYes
in Getechdisplay and material business. According to the restructuring arrangements, TCL senior management personnel formerly working in the target companies have resigned. As the target assets were still include in the consolidated financial statements of the Reporti

Note: The Proposal on the Review of the Report of TCL Corporation on the Sale of Major Assets & Related-Party Transaction (Draft)and Its Summary, as well as the relevant proposals, were approved at the 13

th

meeting of the 6

th

Board of Directors on 7 December2018 and later at the First Extraordinary General Meeting of 2019 on 7 January 2019. For details of this restructuring, see the Reportof TCL Corporation on the Sale of Major Assets & Related-Party Transaction (Draft), its revised version and other relevantdocuments disclosed on www.cninfo.com.cn dated 8 and 22 December 2018, respectively. The restructuring is currently progressingon track. The Board will urge the transaction parties to execute the duties of this restructuring, so as to ensure a smoothimplementation of the project and protect shareholder interests.

2. Sale of Major Equity Interests

□ Applicable ■ Not applicable

VII Major Subsidiaries

Unit: RMB

ngPeriod,thisrestructuringhad noimpacton theCompany’sfinancialpositionandoperatingresultsof theReportingPeriod.

Name

NameRelationship with the CompanyPrincipal activityRegistered capitalTotal assetsNet assetsOperating revenueOperating profitNet profit attributable to the Company as the parent
TCL Electronics Holdings LimitedSubsidiaryColour TVsHK$2.333 billion23,845,922,6777,754,133,57939,098,170,408970,054,426801,439,035
Shenzhen China Star Optoelectronics Technology Co., Ltd. (as a consolidated group)SubsidiaryLCD panelsRMB19.822 billion116,348,577,62147,689,154,90227,666,368,0292,596,202,7832,215,225,113

VIII Structured Bodies Controlled by the Company

□ Applicable ■ Not applicable

IX Prospects2019 is a year of opportunities and challenges. What we are facing currently is profound change inexternal environment. Setbacks in economic globalization, challenges to multilateralism, shocks inthe international financial market, and especially the China-US economic and trade frictions, havean adverse effect on market expectations. Economic performance is generally stable with changes,some of which cause concern. From the perspective of macro environment, China is still facing acomplicated and challenging environment for its development with many predictable andunpredictable risks and challenges in the future. At the same time, however, China remains in astage of important strategic opportunities for its development with adequate resilience, hugepotentials and vitality for innovation bursting out continuously. In light of the new challenges andhistorical opportunities, the country will continue to drive the transformation and upgrading oftraditional industries, center around the promotion of the high-quality development ofmanufacturing industry, reinforce industrial foundation and technical innovation capabilities,advance the integrated development of advanced manufacturing and modern service industries, andaccelerate the building of a strong manufacturing country. The development of new growth driverswill make progress rapidly.Through the reform and reorganization in the previous stages, the semi-conductor display andmaterial business has become the Company’s core business. As a representative of nationalcompetitiveness in China’s semi-conductor display area, it has vast development prospects andhuge potentials for growth. As one of the strategic emerging industries prioritized, semi-conductor

display has been listed into the country’s “12th Five-Year Plan”, “13th Five-Year Plan” and“Outline of the National Program for Long- and Medium-Term Scientific and TechnologicalDevelopment (2006-2020)”. Driven by increasing demands in the terminal market, as a big countryof manufacturing and consumption at the intelligent terminal, China fully benefits from the generaltrend of focus shift of global display area by virtue of its advantages in investment, industrial chainand cost. While high-end display products are in short supply with vast market prospects and space,as the fastest growing market with the biggest industrial volume of semi-conductor display, Chinawill usher in the opportunity of standing in the global leading position and driving the industrialdevelopment of next-generation semi-conductor display. Semi-conductor display products arewidely used in TVs, computers, mobile phones and other terminal devices. With the rapiddevelopment of information and intelligence, the display demands and new products andapplications targeting commercial, household and mobile application scenarios keep arising; thebooming development of industrial control display, commercial display, educational white board,E-sports monitor, tablet, vehicle-mounted and VR/AR products are improving and diversifying theefficiency and user experience of work, entertainment, learning, life and other activities and willbring sustained growth to the display industry.Through strategic business transformation, the Group has optimized its asset structure and businessflows, improved operating efficiency and benefits, as well as increased comprehensivecompetitiveness and corporate value. The Group is positioned as a technology conglomerate with aprominent core business, clear development strategies, a clear business structure and high operatingefficiency. It will further concentrate its resources to increase CSOT’s business scale and marketcompetitiveness, so as to strengthen and deepen the semi-conductor display and material industrialchain. It will also explore integration and expansion opportunities in the area of key, high-end andbasic information electronic devices.To concentrate on the core business and increase the market share and competitiveness of thesemi-conductor display and material businessThe Group will concentrate its capital, human and technology resources on the semi-conductordisplay and material business. On one hand, the Group will take technological capabilityimprovement as the most important strategy in a bid to promote leading products and technologies

in addition to leading efficiency. Through developing the next-generation new display technologyand materials, the Group will build up core competitiveness for its high-end products. On the otherhand, the Group will continue to give play to the scale advantage of concentrated production lines,as well as improve operating efficiency and various economic indicators. A larger scale and animproved product structure of CSOT will help further promote the Group’s position in the industry,in addition to better operating efficiency and profitability.To develop products and customers in various application scenarios and promote thehorizontal development strategyAfter the Restructuring, the Group becomes an operation platform with the semi-conductor displayand material business as the core. It will independently develop new products and applications for amore open market and a wider range of customer needs, so as to further expand its market share.Meanwhile, CSOT will continue to optimize the product and customer structures of the existingdisplay business, while proactively developing products for new application areas such ascommercial display, notebook computers and vehicle-mounted display. By focusing on segmentmarkets with high added value, it will beef up business transformation.To give play to the advantage of the industrial finance business so as to contribute steadilygrowing operating resultsThe finance and venture capital businesses of the Group provide sufficient resource assurance forthe Group’s member enterprises and the major partners of the Group’s industrial chain. Throughdomestic and overseas finance licenses covering finance companies, small loans, online loans,factoring, finance leases and asset management, the industrial chain finance business providesvarious financial services to related enterprises. It helps increase capital utilization efficiency andcut down finance costs under controllable risk. It also uses the surplus capital for more gains. Theinvestment and venture capital business concentrates on the cutting-edge technologies in relation tothe core business. In addition to helping build the semi-conductor display and material industrialeco-chain, this business also takes into account venture capital projects with stable earnings. It hassuccessfully invested in a batch of star technology firms. The industrial finance & investment andventure capital business can help concentrate on the core businesses, as well as offset the impact ofcyclical swings on the semi-conductor display and material sector.

To increase investment in basic technology research and development for new competitiveedgesThe Group will strengthen AI and big data R&D. By setting up R&D centres around the world andintroducing global leading talent, the Group will achieve better abilities in algorithm, data andapplication scenario construction in a fast pace, as well as improve manufacturing efficiency andproduct application experience. Meanwhile, in the area of intelligent manufacturing and industrialInternet, the Group will keep developing such products and solutions with independent coreintellectual properties (IP). It will provide an industrywide advanced industrial Internet platform,build up intelligent, digital and modular management systems, as well as offer intelligentmanufacturing solutions for various scenarios.X Communications with the Investment Community such as Researches, Inquiries andInterviews

1. During the Reporting Period

DateWay of communicationType of communication partyIndex to main information communicated
17 January 2018By visitInstitutional investorwww.cninfo.com.cn
31 January 2018By visitInstitutional investorwww.cninfo.com.cn
5 March 2018By visitInstitutional investorwww.cninfo.com.cn
13 March 2018By visitInstitutional investorwww.cninfo.com.cn
22 March 2018By visitInstitutional investorwww.cninfo.com.cn
3 May 20182017 Annual Results BriefingInstitutional investorwww.cninfo.com.cn
7 May 2018By visitInstitutional investorwww.cninfo.com.cn
10 May 2018By visitInstitutional investorwww.cninfo.com.cn
17 May 2018By visitInstitutional investorwww.cninfo.com.cn
24 May 2018By visitInstitutional investorwww.cninfo.com.cn
29 May 2018By visitIndividual investorwww.cninfo.com.cn
29 May 2018By visitInstitutional investorwww.cninfo.com.cn
5 June 2018By visitInstitutional investorwww.cninfo.com.cn
6 July 2018By visitInstitutional investorwww.cninfo.com.cn
18 July 2018By visitInstitutional investorwww.cninfo.com.cn
27 July 2018By visitInstitutional investorwww.cninfo.com.cn
27 July 2018By visitInstitutional investorwww.cninfo.com.cn
29 August 20182018 Interim Results BriefingInstitutional investorwww.cninfo.com.cn
30 October 2018By visitInstitutional investorwww.cninfo.com.cn
31 October 2018By visitInstitutional investorwww.cninfo.com.cn
31 October 2018By visitInstitutional investorwww.cninfo.com.cn
7 November 2018By visitInstitutional investorwww.cninfo.com.cn
Times of communications22
Number of institutions communicated with289
Number of individuals communicated with8
Number of other communication parties0
Tip-offs or leakages of substantial supposedly-confidential information during communicationsNone

Part V Significant Events

I Profit Distributions to Ordinary Shareholders (in the Form of Cash and/or Stock)

Special statement about the cash dividend policy
In compliance with the Company’s Articles of Association and resolution of general meetingYes
Specific and clear dividend standard and ratioYes
Complete decision-making procedure and mechanismYes
Independent directors faithfully performed their duties and played their due roleYes
Non-controlling interests are able to fully express their opinion and desire and their legal rights and interests are fully protectedYes
In case of adjusting or changing the cash dividend policy, the conditions and procedures involved are in compliance with applicable regulations and transparentNo changes to the dividend policy and the relevant conditions and procedures are in compliance with applicable regulations and transparent

The 2016 annual equity distribution plan: based on the share capital of 12,213,681,742 shares on 27April 2017, a cash dividend of RMB0.8 (tax inclusive) per 10 shares was to be distributed to theshareholders, totaling RMB977,094,539.36. The retained earnings will carry forward for futuredistribution. Meanwhile, there was no bonus issue from either profit or capital reserves for the year.The 2017 annual equity distribution plan: based on the share capital of 13,514,972,063 shares on 27April 2018 (plus the reserved restricted shares for distribution, a total of 13,550,916,063 shares), acash dividend of RMB1 (tax inclusive) per 10 shares was to be distributed to the shareholders,totaling RMB1,355,091,606.3. The retained earnings will carry forward for future distribution.Meanwhile, there was no bonus issue from either profit or capital reserves for the year.The 2018 annual equity distribution plan: based on the share capital of 13,402,888,507 shares on 19March 2019 that are eligible for profit distribution (the total share capital of 13,549,648,507 sharesminus the 146,760,000 shares in the Company’s special securities account for repurchase that arenot eligible for profit distribution), a cash dividend of RMB1 (tax inclusive) per 10 shares is to bedistributed to the shareholders, totaling RMB1,340,288,851. The retained earnings ofRMB7,628,922,531 will carry forward for future distribution. Meanwhile, there will be no bonusissue from either profit or capital reserves for the year under review.

Cash dividend for ordinary shareholders in the past three years (including the Reporting Period):

Unit: RMB

YearCash dividends (tax inclusive) (A)Net profit attributable to ordinary shareholders of the listed company in consolidated statements for the year (B)A as % of B (%)Cash dividends in other forms (such as share repurchase) (C)C as % of B (%)
20181,340,288,8513,468,207,40538.65%--
20171,355,091,606.32,664,396,00650.86%--
2016977,094,539.361,602,125,331.0061.00%--

Indicate whether the Company fails to put forward a cash dividend proposal for the ordinary shareholders despite the facts that theCompany has made profits in the Reporting Period and the profits of the Company as the parent distributable to the ordinaryshareholders are positive.□ Applicable ■ Not applicable

II Final Dividend Plan for the Reporting Period

Bonus issue from profit (share/10 shares)0
Cash dividend/10 shares (RMB) (tax inclusive)1.00
Bonus issue from capital reserves (share/10 shares)0
Share base (share)13,402,888,507
Total cash dividends (RMB) (tax inclusive)1,340,288,851
Distributable profits (RMB)8,969,211,382
Cash dividends as % of total profits to be distributed (%)100%
Cash dividend plan
Based on the share capital of 13,402,888,507 shares on 19 March 2019 that are eligible for profit distribution (the total share capital of 13,549,648,507 shares minus the 146,760,000 shares in the Company’s special securities account for repurchase that are not eligible for profit distribution), a cash dividend of RMB1 (tax inclusive) per 10 shares is to be distributed to the shareholders, totaling RMB1,340,288,851.
Cash and/or stock dividend plan in detail
Based on the share capital of 13,402,888,507 shares on 19 March 2019 that are eligible for profit distribution (the total share capital of 13,549,648,507 shares minus the 146,760,000 shares in the Company’s special securities account for repurchase that are not

III Fulfillment of Commitments1. Commitments of the Company’s Actual Controller, Shareholders, Related Parties andAcquirers, as well as the Company Itself and other Entities Fulfilled in the Reporting Periodor Ongoing at the Period-end

eligible for profit distribution), a cash dividend of RMB1 (tax inclusive) per 10 shares is to be distributed to the shareholders,totaling RMB1,340,288,851.

Commitment

CommitmentPromisorType of commitmentDetails of commitmentDate of commitment makingTerm of commitmentFulfillment
Commitments made in major asset restructuringLi Dongsheng, Jiutian Liancheng and Donging HuaruiAbout avoiding horizontal competition1. Before and after this transaction, I/we as an enterprise or our controlled enterprises shall have no horizontal competition with the principal activities of TCL Corporation or its subsidiaries. 2. After this transaction, I/we as an enterprise shall take active measures to avoid carrying out business activities that are or may be in competition with the principal activities of TCL Corporation or its subsidiaries, and shall urge our controlled enterprises to do so. 3. In the event that I/we as an enterprise or any enterprise controlled by me/us as an enterprise obtains an opportunity for a new business, which constitutes or may constitute horizontal competition with the main business of TCL Corporation or any of its affiliates, I/we as an enterprise will make maximum efforts to drive the business opportunity to be provided to TCL Corporation or its affiliate on reasonable and fair terms and conditions in favor of the interests of TCL Corporation under the permission of conditions. 4. If due to the investment needs of me/us as an enterprise or the business development of TCL7 December 2018During the period when being the biggest shareholder of TCL CorporationNo violations
Corporation, the business of me/us as an enterprise or any enterprise controlled by me/us as an enterprise overlaps with that of TCL Corporation, which may constitute horizontal competition, I/we as an enterprise and the enterprise controlled by me/us as an enterprise agree to solve the horizontal competition problem arising thereof within the time limit specified then. 5. During the period of being the first majority shareholder of TCL Corporation, the aforementioned commitments are unconditional and irrevocable. I/we as an enterprise will make comprehensive and timely joint compensations in full amount to TCL Corporation for any losses incurred from the violation of the aforementioned commitments.
Li Dongsheng, Jiutian Liancheng and Donging HuaruiAbout reducing and controlling related-party transactions1. I/we as an enterprise will minimize related-party transactions between me/us as an enterprise as well as any enterprise controlled by me/us as an enterprise and TCL Corporation as well as any of its affiliates. 2. In respect of any unavoidable or reasonable related-party transaction, I/we as an enterprise as well as the enterprise controlled by me/us as an enterprise and TCL Corporation as well as its affiliate shall deal with it in accordance with fair market principles and normal commercial conditions, ensure the fairness of related-party transaction prices, perform the decision-making procedures for related-party transactions in accordance with laws, undertake not to make use of the transaction to transfer the funds or profits of TCL Corporation illegally, and undertake not to take advantage of the transaction to infringe upon the legitimate rights and interest of TCL Corporation and its shareholders.7 December 2018During the period when being the biggest shareholder of TCL CorporationNo violations
3. I/we as an enterprise and the enterprises controlled by me/us as an enterprise will not request TCL Corporation or any of its affiliates to offer more favorable conditions than the conditions offered to an independent third party in any fair market transaction. 4. During the period of being the first majority shareholder of TCL Corporation, the aforementioned commitments are unconditional and irrevocable. I/we as an enterprise will make comprehensive and timely joint compensations in full amount to TCL Corporation for any losses incurred from the violation of the aforementioned commitments.
Li Dongsheng, Jiutian Liancheng and Donging HuaruiAbout keeping the listed company independentUpon the completion of this transaction, I/we as an enterprise will continue to exercise the shareholder’s rights in accordance with laws, regulations and the Articles of Incorporation of TCL Corporation and maintain the independence of TCL Corporation in assets, personnel, finance, business and institution. The specific contents are as follows: (I) Commitment to the personnel independence from TCL Corporation I/we as an enterprise undertake to maintain personnel independence from TCL Corporation. General managers, deputy general managers, financial principals, board secretaries and other senior managers of TCL Corporation will not serve in any position other than Director and Supervisor in any enterprise which is a wholly-owned or holding subsidiary of me/us as an enterprise or any other subsidiary over which I/we as an enterprise has control (hereinafter referred to as “the subsidiaries”). They will not be paid salaries in the subsidiaries of me/us as an enterprise. The financial personnel of TCL7 December 2018During the period when being the biggest shareholder of TCL CorporationNo violations
and run it independently and autonomously. 2. I/we as an enterprise undertake that the office institutions and production and operation places of TCL Corporation are separate from my subsidiaries/us as an enterprise. 3. I/we as an enterprise undertake that the Board of Directors, Board of Supervisors and functional departments of TCL Corporation are operated independently without any affiliation with the functional department of us as an enterprise. (V) Commitment to the business independence from TCL Corporation 1. I/we as an enterprise undertake to maintain business independence from the TCL Corporation after this transaction. 2. I/we as an enterprise undertake that TCL Corporation has the assets, personnel, qualifications and capabilities for independent performance of operating activities and the capabilities for autonomous operation targeting market. I/we as an enterprise or the subsidiaries of me/us as an enterprise will make bear the corresponding compensation liabilities in accordance with laws for any losses incurred to TCL Corporation due to the violation of the commitments under the commitment letter.
Commitments made in asset purchase via share offeringHubei Changjiang Hezhi Hanyi Equity Investment Fund Partnership (Limited Partnership)About share trading restrictionsWe agree not to transfer the shares that we subscribe for within 12 months since the end of TCL’s asset purchase via share offering (25 December 2017).25 December 201725 December 2018No violations
Star Century Enterprises Limited; Linzhou XinglanAbout sharWe agree not to transfer the shares that we subscribe for within 36 months since the25 December 201725 December 2020No violations
Venture Investment Management Partnership (Limited Partnership); Linzhou Xingyong Venture Investment Management Partnership (Limited Partnership); Linzhou Xingyuan Venture Investment Management Partnership (Limited Partnership); and Linzhou Xinglian Venture Investment Management Partnership (Limited Partnership)e trading restrictionsend of TCL’s asset purchase via share offering (25 December 2017).
Li DongshengAbout horizontal competition, related-party transaction and capital occupation1) I shall avoid horizontal competition between the companies, enterprises or other business organizations that I own, control, control with others, have significant influence on and TCL Corporation with its subsidiaries; and 2) I shall reduce and control related-parties transactions between the companies, enterprises or other business organizations that I own, control, control with others, have significant influence on and TCL Corporation with its subsidiaries.30 August 2013During the period when being TCL Corporation’s director, supervisor or senior managementNo violations
Li Dongsheng; Bo Lianming; Liao Qian; Huang Xubin; Yan Xiaolin and ShiAbout horizontalI will comply with obligations specified in the management regulations for short-swing trading, insider trading and changes in the4 February 2015Long-standingNo violations
Wanwencompetition, related-party transaction and capital occupationshareholding of senior management; I agree to have me and the partnership enterprise recognized as persons acting in concert and have the number of shares I hold of TCL Corporation and that the partnership enterprise holds of TCL Corporation calculated in consolidation in accordance with the provisions of related regulations such as Article 83 of the Management Measures on the Acquisition of Listed Companies and the Articles of Incorporation when the related parties perform their legal obligations of information disclosure on major equity changes and tender offer.
Huizhou Investment Holding Co., Ltd.; Beijing Ziguang Investment Co., Ltd.; Xinjiang Dongxing Huarui Equity Investment Partnership (Limited Partnership); Xinjiang Jiutian Liancheng Equity Investment Partnership (Limited Partnership); CDB Innovation Capital Co., Ltd.; BOSC Asset Management Co., Ltd.; CDB Jingcheng (Beijing) Investment Fund Co., Ltd.; CDBAbout share trading restrictionsWe agree not to transfer the shares that we subscribe for within 36 months since the end of TCL’s asset purchase via share offering (25 December 2017).26 February 201525 February 2018No violations
Equipment Manufacturing Industrial Investment Fund Co., Ltd.; CITIC Capital (Tianjin) Equity Investment Partnership (LLP); and Tianjin Chengbai Investment Fund Center
Other commitmentsThe CompanyAbout horizontal competition, related-party transaction and capital occupationThe Company undertakes to TCL Multimedia that: The Company and its subsidiaries (other than TCL Multimedia and its subsidiaries) will not engage in the manufacturing, assembly and distribution of TV sets (“restricted businesses”) and will engage in the R&D, manufacturing and sales of audio and video products (excluding TV sets) (“related businesses”) which are not restricted businesses, provided that the party making the commitment or any party therein runs or engages in related businesses through equity investment in Tonly Electronics. The distribution and maintenance of TV sets and the manufacturing, assembly, distribution and maintenance of information technology products related to Internet from time to time will no longer be included in the scope of restricted businesses. The termination16 June 2014Long-standingNo violations
condition is that the total equity which TCL Multimedia and its subsidiaries hold of Cool Friends Technology is less than 15%.
Li Dongsheng;Xinjiang Jiutian Liancheng Equity Investment Partnership (Limited Partnership)About not reducing shareholdings in the CompanyI/We as an enterprise shall not reduce our shareholdings in the Company within 12 months since 19 June 2018.19 June 201819 June 2019No violations
Fulfilled on timeYes
Specific reasons for failing to fulfill commitments on time and plans for next stepNot applicable

2. Where there had been an earnings forecast for an asset or project and the Reporting Period was stillwithin the forecast period, explain why the forecast has been reached for the Reporting Period.

□ Applicable ■ Not applicableCommitments made by the Company’s shareholders and transaction counterparties regarding the operating performance of theReporting Period:

□ Applicable ■ Not applicable

IV Occupation of the Company’s Capital by the Controlling Shareholder or Its RelatedParties for Non-Operating Purposes

□ Applicable ■ Not applicable

V Explanations Given by the Board of Directors, the Supervisory Committee and theIndependent Directors (if any) Regarding the Independent Auditor's “Modified Opinion” onthe Financial Statements of the Reporting Period

□ Applicable ■ Not applicable

VI YoY Changes to Accounting Policies, Estimates and Methods

□ Applicable ■ Not applicable

VII Retrospective Restatements due to Correction of Material Accounting Errors in theReporting Period

No such cases in the Reporting Period.

VIII YoY Changes to the Scope of the Consolidated Financial Statements

□ Applicable ■ Not applicable

IX Engagement and Disengagement of Independent Auditor

Current independent auditor:

Name of the domestic independent auditorDa Hua Certified Public Accountants (Special General Partnership)
The Company’s payment to the domestic independent auditor (RMB’000)4,050
How many consecutive years the domestic independent auditor has provided audit service for the Company11
Names of the certified public accountants from the domestic independent auditor writing signatures on the auditor’s reportZhang Yuanyuan and Li Bingxin
How many consecutive years the certified public accountants have provided audit service for the CompanyFour and five years

Note: The service years start from the day when the first audit agreement is signed between the audit firm and the Company.Indicate whether the independent auditor was changed for the Reporting Period.□ Yes ■ NoIndicate whether the independent auditor was changed during the audit period.□ Yes ■ No

X Possibility of Listing Suspension or Termination after Disclosure of this Report

□ Applicable ■ Not applicable

XI Insolvency and Reorganization

□ Applicable ■ Not applicable

XII Major Legal Matters

□ Applicable ■ Not applicable

XIII Punishments and Rectifications

□ Applicable ■ Not applicable

XIV Credit Quality of the Company as well as Its Controlling Shareholder and ActualController

□ Applicable ■ Not applicable

XV Equity Incentive Plans, Employee Stock Ownership Plans or Other Incentive Measuresfor Employees1. On 2 March 2018, the Proposal on the 2018 Restricted Stock Incentive Plan and the GlobalInnovation Partner Plan of TCL Corporation (Draft) and the Summary, the Proposal on theMeasures for the Implementation of the 2018 Restricted Stock Incentive Plan and the GlobalInnovation Partner Plan of TCL Corporation, the Proposal on Asking the General Meeting toAuthorize the Board to Handle Matters Related to the 2018 Restricted Stock Incentive Plan andother proposals were approved at the Sixth Meeting of the Sixth Board of Directors. Meanwhile, theCompany’s independent directors expressed their independent opinion on whether these incentiveplans would be good for the Company’s sustained development and whether the interests of theCompany and its shareholders would be jeopardized in an observable way.2. On 2 March 2018, the Proposal on the 2018 Restricted Stock Incentive Plan and the GlobalInnovation Partner Plan of TCL Corporation (Draft) and the Summary, the Proposal on theMeasures for the Implementation of the 2018 Restricted Stock Incentive Plan and the GlobalInnovation Partner Plan of TCL Corporation, and the Proposal on the Awardee List for the 2018Restricted Stock Incentive Plan were approved at the Third Meeting of the Sixth SupervisoryCommittee.3. Following the publication of the awardee list within the Company, the Supervisory Committee’sStatement Regarding the Review and Publication of the Awardee List for the 2018 Restricted Stock

Incentive Plan and the Global Innovation Partner Plan of TCL Corporation was disclosed to thepublic on 16 March 2018.4. On 19 March 2018, the Proposal on the 2018 Restricted Stock Incentive Plan and the GlobalInnovation Partner Plan of TCL Corporation (Draft) and the Summary, the Proposal on theMeasures for the Implementation of the 2018 Restricted Stock Incentive Plan and the GlobalInnovation Partner Plan of TCL Corporation, and the Proposal on Asking the General Meeting toAuthorize the Board to Handle Matters Related to the 2018 Restricted Stock Incentive Plan wereapproved at the First Extraordinary General Meeting of 2018.5. On 21 March 2018, the Proposal on the Grant of Restricted Stock to the Awardees, and theProposal on the Adjustments to the 2018 Restricted Stock Incentive Plan and the Global InnovationPartner Plan of TCL Corporation were approved at the Seventh Meeting of the Sixth Board ofDirectors and at the Fourth Meeting of the Sixth Supervisory Committee. As such, it was approvedto grant 35,944,000 restricted shares to 1,522 eligible awardees on 21 March 2018. The Company’sindependent directors expressed their independent opinion that the awardee determination methodand the grant date were in compliance with the applicable requirements.6. On 3 April 2018, the First Meeting of the Holders of the First Top 400 and Key Personnel StockOwnership Plan and the Global Partner Plan of TCL Corporation was convened, where the Proposalon the Establishment of a Management Committee for the Stock Ownership Plan and otherproposals were approved, and Fu Heping was elected as the director of this management committee.7. On 16 May 2018, the Company disclosed the Announcement on the Completion of the Grant ofRestricted Stock for 2018. This grant had been completed by the Board. As certain awardees hadvoluntarily waived their rights to some to-be-granted restricted shares due to lack of subscriptionfunds or other personal reasons, the number of the granted restricted shares had been reduced to34,676,444, which were listed on 16 May 2018.8. During the period from 22 June 2018 to 25 July 2018, Shanghai Guotai Junan Securities AssetManagement Co., Ltd., the administrator of the Company’s Stock Ownership Plan, purchased atotal of 99,148,115.00 TCL shares from the secondary market at an average price of RMB2.82/share,

which was funded by TCL’s specialized fund of RMB279,682,200 for the Stock Ownership Plan.These purchased shares will be locked up from 26 July 2018 to 25 July 2019.XVI Major Related-Party Transactions

1. Continuing Related-Party Transactions

Related partyRelationship with the CompanyType of transactionSpecific transactionPricing principleTransaction priceTotal value (RMB’000)As % of total value of all same-type transactionsApproved transaction line (RMB’000)Over the approved line or notMethod of settlementObtainable market price for same-type transactionsDisclosure dateIndex to disclosed information
Bank of Shanghai Co., Ltd.A legal person of the Company’s directorBanking servicesRoutine services and other financial services, including deposits, loans, financings, interbank loans, note discounting, low-risk wealth management and intermediary servicesThe interest rate for the Company’s deposits in Bank of Shanghai shall not be lower than the benchmark interest rate stipulated by the People’s Bank of China for the same type of deposits for the-9,309.31.3%714,000Not-Not applicable28 April 2018http://www.cninfo.com.cn
same period, nor shall it be lower or higher than the interest rate of the Bank of Shanghai for any third-party same-kind deposit for the same period.
Shenzhen Thunderbird Network Technology Co.A legal person of the Company’s directorLabour services from related partyPurchases and sales of whole TV sets and parts, etc.Raw material costs + processing costs80,8901.34%200,000Not-Not applicable28 April 2018http://www.cninfo.com.cn
CJ Speedex Logistics Co., Ltd.A legal person of the Company’s directorLabour services from related partyLogistics services including transportation and warehousingBased on market prices--1,275,46292.92%1450,000Not-Not applicable28 April 2018http://www.cninfo.com.cn
Total----1,365,661.3--2,364,000----------
Large-amount sales return in detailNot applicable
Give the actual situation in the Reporting Period (if any) where an estimate had been made for the total value of continuing related-party transactions by type to occur in the Reporting PeriodNot applicable
Reason for any significant difference between the transaction price and the market reference price (if applicable)Not applicable

2. Related-Party Transactions Regarding Purchase or Sales of Assets or Equity Interests

□ Applicable ■Not applicable

3. Related Transactions Regarding Joint Investments in Third Parties

□ Applicable ■ Not applicable

4. Credits and Liabilities with Related Parties

Unit: RMB’000

Related party occupying the Company’s capitalRelationship with the CompanyAccounting title of the CompanyBalance at 1 January 2018Total capital occupied in Reporting PeriodTotal repayment in Reporting PeriodBalance at 31 December 2018Reason for capital occupationNature of capital occupation
Active Industries International LimitedAssociateOther receivable161,795.072,913.188,881.9Current accountFor operating purposes
Good Vision LimitedAssociateAccount receivable5,453.85,453.8For selling productsFor operating purposes
Good Vision LimitedAssociateOther receivable5,722.2-5,722.2Current accountFor operating purposes
Harvey Holdings LimitedAssociateAccount receivable43.743.7Current accountFor operating purposes
Harvey Holdings LimitedAssociateInterest receivable2,411.42,541.3-4,952.7Current accountFor operating purposes
Harvey Holdings LimitedAssociateOther receivable42,353.28,981.533,371.7Current accountFor operating purposes
KAIOSTECHNOLOGIESINCAssociateOther receivable43,988.023,224.954,397.312,815.6Current accountFor operating purposes
T2MobileInternationalLimitedJoint ventureAccount receivable15,364.830,997.4-46,362.2For selling productsFor operating purposes
T2MobileInternationalLimitedJoint ventureOther receivable5.9-5.9Current accountFor operating purposes
Palm Venture GroupAssociateAccount receivable18,582.4-18,582.4Current accountFor operating purposes
Palm Venture GroupAssociateOther receivable12,266.3-12,266.3Current accountFor operating purposes
TCL Sun, Inc.Joint ventureAccount receivable73,999.026,312.620,639.879,671.8For selling productsFor operating purposes
TCL Zhiyi Technology Huizhou Co., Ltd.Joint ventureAccount receivable6,764.111,156.016,440.71,479.4For selling productsFor operating purposes
Beijing National Center for Open & Distance Education Co., Ltd.Joint venture’s subsidiaryAccount receivable97.54.0-101.5For selling productsFor operating purposes
Beijing WeMed Medical Equipment Co., Ltd.AssociateOther receivable3,776.63,776.6For selling productsFor operating purposes
Wealthy Way Group LimitedAssociateOther receivable88.510.977.6Current accountFor operating purposes
Guangdong Regency Optics-Electron Corp.AssociateOther receivable184.05,675.05,859.0Current accountFor operating purposes
Huan Tech Co., Ltd.AssociateOther receivable2.719.7-22.4Current accountFor operating purposes
Huan Tech Co., Ltd.AssociateAccount receivable565.8135.8430.0For selling productsFor operating purposes
Honpe Technology (Shenzhen) Co., Ltd.Associate’s subsidiaryPrepayment1,056.91,056.9Current accountFor operating purposes
China Merchants Real Estate (Pingshan, Shenzhen) Co., Ltd.AssociateOther receivable995,841.4848,804.0147,037.4Current accountFor operating purposes
Huizhou TCL Real Estate Development Co., Ltd.Associate’s subsidiaryAccount receivable241.6235.26.4For selling productsFor operating purposes
Huizhou Gaoshengda Technology Co., Ltd.Associate’s subsidiaryInterest receivable34.4-34.4Current accountFor operating purposes
LG Innotek Huizhou Co., Ltd.AssociateOther receivable9.7-9.7Current accountFor operating purposes
LG Innotek Huizhou Co., Ltd.AssociateAccount receivable10,704.810,704.8For selling productsFor operating purposes
LE SHI ZHI XIN Electronic & Technology Co., Ltd.Key subsidiary’s minority shareholderAccount receivable23,975.020,533.43,441.6For selling productsFor operating purposes
LE SHI ZHI XIN Electronic & Technology Co., Ltd.Key subsidiary’s minority shareholderPrepayment2,127.52,109.817.7For selling productsFor operating purposes
LE SHI ZHIKeyNotes607.3607.3For sellingFor
XIN Electronic & Technology Co., Ltd.subsidiary’s minority shareholderreceivableproductsoperating purposes
LE SHI ZHI XIN Electronic & Technology Co., Ltd.Key subsidiary’s minority shareholderOther receivable800.0-800.0Current accountFor operating purposes
Nanjing Zijin Chuangdong Investment Partnership (Limited Partnership)AssociateOther receivable296.4-296.4Current accountFor operating purposes
Qihang Import&Export LimitedAssociate’s subsidiaryAccount receivable162,962.9560,945.9673,685.450,223.4For selling productsFor operating purposes
Qihang Import&Export LimitedAssociate’s subsidiaryInterest receivable78.2-78.2Current accountFor operating purposes
Saipwell TCL Electronics Industrial Technology Co., Ltd.AssociateOther receivable236,839.4-236,839.4Current accountFor operating purposes
Saipwell TCL Electronics Industrial Technology Co., Ltd.AssociateDividend receivable88.04.5-92.5Dividend distributionFor operating purposes
Saipwell TCL Electronics Industrial Technology Co., Ltd.AssociateAccount receivable167,673.85,977.1-173,650.9For selling productsFor operating purposes
T2 Mobile (Shanghai) LimitedAssociate’s subsidiaryOther receivable3,676.03,676.0Current accountFor operating purposes
T2 Mobile (Shanghai)Associate’s subsidiaryPrepayment1,784.41,130.31,784.41,130.3For selling productsFor operating
Limitedpurposes
T2 Mobile (Shanghai) LimitedAssociate’s subsidiaryAccount receivable404.02,370.1-2,774.1For selling productsFor operating purposes
Shanghai Chuangxiang Venture Capital Partnership (Limited Partnership)AssociateOther receivable2,180.02,180.0Current accountFor operating purposes
Shenzhen Jucai Supply Chain Technology Co., Ltd.AssociateOther receivable5,079.81,721.73,358.1Current accountFor operating purposes
Shenzhen Jucai Supply Chain Technology Co., Ltd.AssociatePrepayment492.1462.629.5For selling productsFor operating purposes
Shenzhen Qianhai Qihang Supply Chain Management Co., Ltd.AssociateAccount receivable299,867.251,388.1215.206.4136,048.9For selling productsFor operating purposes
Shenzhen Qianhai Qihang Supply Chain Management Co., Ltd.AssociateOther receivable49,500.058.227,466.622,091.6Current accountFor operating purposes
Shenzhen Qianhai Qihang Supply Chain Management Co., Ltd.AssociatePrepayment22,693.222,693.2For selling productsFor operating purposes
Canyon Circuit TechnologyAssociateInterest receivable17.9-17.9Current accountFor operating purposes
(Huizhou) Co., Ltd.
Shenzhen Qianhai Qihang Supply Chain Management Co., Ltd.AssociateInterest receivable77.05.671.4Current accountFor operating purposes
Shenzhen Jiutian Matrix Investment Management Co., Ltd.AssociateOther receivable1.9-1.9Current accountFor operating purposes
Shenzhen Thunderbird Network Media Co., Ltd.Associate’s subsidiaryOther receivable694.81,546.61,990.3251.1For selling productsFor operating purposes
Shenzhen Thunderbird Network Media Co., Ltd.Associate’s subsidiaryAccount receivable69.9290.7360.6For selling productsFor operating purposes
Shenzhen Thunderbird Network Technology Co.AssociateOther receivable545.0259.6804.6For selling productsFor operating purposes
Shenzhen Thunderbird Information Technology Co., Ltd.Associate’s subsidiaryOther receivable762.117.0779.1For selling productsFor operating purposes
Shenzhen Thunderbird Smart Products Co., Ltd.Associate’s subsidiaryOther receivable35.91,852.139.51,848.5For selling productsFor operating purposes
Shenzhen Thunderbird Smart Products Co.,Associate’s subsidiaryAccount receivable3,809.98,702.8-12,512.7For selling productsFor operating purposes
Ltd.
CJ Speedex Logistics Co., Ltd.Joint venturePrepayment1,760.11,419.11,421.01,758.2Current accountFor operating purposes
TV University Online Distance Education Technology Co., Ltd.AssociateDividend receivable47,656.0-47,656.0Dividend distributionFor operating purposes
Tianjin 712 Communication & Broadcasting Co., Ltd.AssociateOther receivable5.75.7Current accountFor operating purposes
Wuhan Lesheng Times Trading Co., Ltd.Associate’s subsidiaryOther receivable8,000.0-8,000.0Current accountFor operating purposes
Xinjiang Dongpeng Weichuang Equity Investment Partnership (Limited Partnership)AssociateDividend receivable11,015.011,015.0Dividend distributionFor operating purposes
Xinjiang Dongpeng Weichuang Equity Investment Partnership (Limited Partnership)AssociateOther receivable40,300.040,300.0Current accountFor operating purposes
Hubei Changjiang Hezhi Equity Investment Fund Partnership (LimitedAssociateOther receivable7,844.9-7,844.9Current accountFor operating purposes
Partnership)
Changzhou Chuangdong Fund Management Co., Ltd.AssociateOther receivable2.3-2.3Current accountFor operating purposes
Shenzhen Tixiang Enterprise Management Technology Co., Ltd.AssociateOther receivable340.6-340.6Current accountFor operating purposes
Shenzhen Changcheng Commercial Technology Property Service Co., Ltd.AssociateOther receivable20.5-20.5Current accountFor operating purposes
Xionghua Investment Co., Ltd.Associate’s subsidiaryOther receivable16.60.817.4Current accountFor operating purposes
Total1,142,259.22,099,089.62,078,301.31,163,047.5

5. Other Major Related-Party Transactions

No such cases in the Reporting Period.

XVII Major Contracts and Execution thereof

1. Entrustment, Contracting and Leases

(1) Entrustment

No such cases in the Reporting Period.

(2) Contracting

No such cases in the Reporting Period.

(3) Leases

No such cases in the Reporting Period.

2. Major guarantees

(1) Guarantees

Unit: RMB'000

Guarantees provided by the Company as the parent and its subsidiaries for external parties (exclusive of those for subsidiaries)
ObligorDisclosure date of the guarantee line announcementLine of guaranteeActual occurrence date (date of agreement signing)Actual guarantee amountType of guaranteeTerm of guaranteeHaving expired or notGuarantee for a related party or not
Canyon Circuit Technology (Huizhou) Co., Ltd.2018/10/3050,0002018/7/1139,352Joint-liability30—208 daysNotYes
Huizhou Shenghua Industrial Co., Ltd.90,0002018/7/386,250Joint-liability61—338 daysNotNot
Taiyang Electro-optic (Huizhou) Co., Ltd.40,0002018/7/1026,100Joint-liability112—184 daysNotNot
Shenzhen Qianhai Qihang Supply Chain Management Co., Ltd.1,100,0002018/3/27625,936.6Joint-liability62-365 daysNotNot
Qihang Import&Export Limited300,0002018/7/31245,364.0Joint-liability365-365 daysNotNot
Huizhou Gaoshengda Technology Co., Ltd.90,0002018/7/2667,190Joint-liability60—210 daysNotNot
Total approved line for such guarantees in Reporting Period (A1)1,670,000Total actual amount of such guarantees in Reporting Period (A2)1.453,260
Total approved line for such guarantees at end of Reporting Period (A3)1,670,000Total actual balance of such guarantees at end of Reporting Period (A4)1,090,190
Guarantees provided by the Company as the parent for its subsidiaries
ObligorDisclosure date of the guarantee line announcementLine of guaranteeActual occurrence date (date of agreement signing)Actual guarantee amountType of guaranteeTerm of guaranteeHaving expired or notGuarantee for a related party or not
TCL King Electrical Appliances (Huizhou) Co., Ltd.2018-10-303,450,0002018/4/281,603,140Joint-liability22—311 daysNotNot
TCL Overseas Electronics (Huizhou) Ltd.1,200,0002018/6/29802,690Joint-liability52—360 daysNotNot
TCL King Electrical Appliances (Chengdu) Co., Ltd.600,0002018/6/5179,200Joint-liability170—587 daysNotNot
Huizhou TCL Mobile Communication Co., Ltd.4,500,0002018/7/252,443,960Joint-liability1—365 daysNotNot
TCL Communication Technology Holdings Limited1,200,0002017/11/201,120,350Joint-liability1-3 yearsNotNot
TCL Mobile Communication (HK) Company Limited2,485,0002018/9/5661,610Joint-liability62—186 daysNotNot
TCT Mobile Overseas Limited66,2502018/8/2913,730Joint-liability365 daysNotNot
TCT Mobile (US) Inc.845,000--Joint-liability-NotNot
TCT Mobile International Limited310,0002018/8/2920,590Joint-liability365 daysNotNot
TCT Mobile Italy S.R.L16,0002018/011,750Joint-liability90—180 daysNotNot
4/19
TCT MOBILE - TELEFONES LTDA.120,0002018/5/31108,010Joint-liability365 daysNotNot
Wuhan China Star Optoelectronics Technology Co., Ltd.7,500,0002016/4/134,226,530Joint-liability20—96 monthNotNot
Shenzhen China Star Optoelectronics Semiconductor Display Technology Co., Ltd.-note (1)21,500,0002017/3/3112,875,130Joint-liability2—96 monthNotNot
Shenzhen China Star Optoelectronics Technology Co., Ltd.6,000,0002015/3/103,905,980Joint-liability38 days –96 monthsNotNot
Wuhan China Star Optoelectronics Semiconductor Display Technology Co., Ltd.11,600,0002017/9/295,124,570Joint-liability3—96 monthsNotNot
Huizhou China Star Optoelectronics Technology Co., Ltd.5,000,0002018/3/9120,410Joint-liability3—13 monthsNotNot
China Star Optoelectronics International (HK) Limited2,600,0002018/1/8310,210Joint-liability24 monthsNotNot
China Display Optoelectronics Technology (Huizhou) Co., Ltd.1,500,0002018/6/15469,830Joint-liability33 days –12 monthsNotNot
Wuhan China Display Optoelectronics Technology Co., Ltd.300,0002018/10/2210,740Joint-liability1—6 monthsNotNot
Guangdong Juhua Printed Display Technology Co., Ltd.300,0002017/12/2210,410Joint-liability6—144 monthsNotNot
TCL Home Appliances (Hefei) Co., Ltd.1,400,0002017/9/28884,990Joint-liability1—459 daysNotNot
TCL Home Appliances (Zhongshan) Co., Ltd.160,0002018/6/19125,610Joint-liability1—238 daysNotNot
TCL Air-Conditioner (Zhongshan) Co., Ltd.1,586,0002016/9/91,101,100Joint-liability1—843 daysNotNot
TCL Air Conditioner (Wuhan) Co., Ltd.1,316,02018/6Joint-li1—234NotNot
00/251,039,240abilitydays
Zhongshan TCL Refrigeration Equipment Co., Ltd.753,0002018/7/26272,570Joint-liability1—213 daysNotNot
Guangdong TCL Smart Heating & Ventilation Equipment Co., Ltd.70,0002018/7/2757,780Joint-liability91—208 daysNotNot
TCL Home Appliances (Huizhou) Co., Ltd.115,0002018/10/619,590Joint-liability1—118 daysNotNot
TCL Intelligent Technology (Hefei) Co., Ltd.8,0002018/11/34,210Joint-liability1—150 daysNotNot
TCL Air-Conditioner (Jiujiang) Co., Ltd.250,0002018/7/4122,690Joint-liability1—208 daysNotNot
TCL Home Appliances (Hong Kong) Limited200,000--Joint-liability-NotNot
Shenzhen TCL Hangxiang Supply Chain Service Co., Ltd.5,000--Joint-liability-NotNot
Zhongshan Hhappy Tree Network Technology Co., Ltd.20,0002018/12/6760Joint-liability30—181 daysNotNot
TCL Tonly Electronics (Huizhou) Co., Ltd.400,0002016/11/4244,830Joint-liability4 days—48 monthsNotNot
TCL Commercial Information Technology (Huizhou) Co., Ltd.140,0002018/9/2056,320Joint-liability87—268 daysNotNot
Huizhou TCL Light Electrical Appliances Co., Ltd.55,0002018/7/1218,370Joint-liability90—182 daysNotNot
Huizhou VERY Light Source Technology Co., Ltd.40,0002018/8/2846,810Joint-liability5—240 daysNotNot
TCL Finance Co., Ltd.1,500,000--Joint-liability-NotNot
TCL Capital (Hong Kong) Limited1,000,000--Joint-liability-NotNot
TCL Commercial Factoring (Shenzhen) Co., Ltd.500,000--Joint-liability-NotNot
Huizhou Zhongkai TCL Zhirong Technology Microcredit Co., Ltd.500,0002018/10/109,500Joint-liability12—12 monthsNotNot
Guangzhou TCL Internet Microcredit Co., Ltd.500,000--Joint-liability-NotNot
Highly Information Industry Co., Ltd.3,000,02016/61,520,0Joint-li1—36NotNot
00/2300abilitymonths
Beijing Hecheng Nuoxin Technology Co., Ltd.200,0002018/1/1190,000Joint-liability12—36 monthsNotNot
Beijing Lingyun Data Technology Co., Ltd.350,0002017/6/1274,470Joint-liability1—15 monthsNotNot
Beijing Sunpiestore Technology Co., Ltd.500,0002012/6/1340,000Joint-liability12—79 monthsNotNot
Shaanxi Titi Electronic Technology Co., Ltd.30,000--Joint-liability-NotNot
Huizhou Cool Friends Network Technology Co., Ltd.130,0002018/10/3093,000Joint-liability7 days –12 monthsNotNot
SHIFENDAOJIA Online Service Co., Ltd.30,0002018/8/1629,950Joint-liability1—6 monthsNotNot
TCL Technology Park (Huizhou) Co., Ltd.2,000,000--Joint-liability-NotNot
TCL Technology Park Co., Ltd.270,000--Joint-liability-NotNot
Guangzhou Yunsheng Tianji Technology Co., Ltd.1,100,0002017/9/28530,000Joint-liability10—12 yearsNotNot
Guangzhou TCL Science and Technology Development Co., Ltd.2,000,0002018/12/18150,000Joint-liability13 yearsNotNot
Shenzhen Bao’an TCL Haichuanggu Technology Park Development Co., Ltd.200,0002018/9/25161,440Joint-liability3 yearNotNot
TCL Industries Holdings (HK) Limited8,000,0002016/10/47,245,760Joint-liability1—5 yearsNotNot
Huizhou TCL Environment Technology Co., Ltd.60,0002018/12/249,590Joint-liability7 days -365 daysNotNot
Total approved line for such guarantees in the Reporting Period (B1)99,480,250Total actual amount of such guarantees in the Reporting Period (B2)73,316,890
Total approved line for such guarantees at the end of the Reporting Period (B3)99,480,250Total actual balance of such guarantees at the end of the Reporting Period (B4)48,567,440
Guarantees provided between subsidiaries
ObligorDisclosure date of the guarantee line announcementLine of guaranteeActual occurrence date (date of agreement signing)Actual guarantee amountType of guaranteeTerm of guaranteeHaving expired or notGuarantee for a related party or not
---------
Total approved line for such guarantees in the Reporting Period (C1)-Total actual amount of such guarantees in the Reporting Period (C2)-
Total approved line for such guarantees at the end of the Reporting Period (C3)-Total actual balance of such guarantees at the end of the Reporting Period (C4)-
Total guarantee amount (total of the three kinds of guarantees above)
Total guarantee line approved in the Reporting Period (A1+B1+C1)101,150,250Total actual guarantee amount in the Reporting Period (A2+B2+C2)74,770,150
Total approved guarantee line at the end of the Reporting Period (A3+B3+C3)101,150,250Total actual guarantee balance at the end of the49,657,640

(2) Irregularities in Provision of Guarantees

□ Applicable ■ Not applicable

3. Cash Entrusted to Other Entities for Management(1) Cash Entrusted for Wealth Management

Unit: RMB’000

TypeSource of capitalAmountUndue amountUnrecovered overdue amount
Bank’s wealth management productSelf-owned capital9,705,760200,000-
Securities firm’s wealth management productSelf-owned capital751,00021,900-
Trust wealth management productSelf-owned capital2,515,0001,500,000-
OtherSelf-owned capital1,360,640907,510-
Reporting Period (A4+B4+C4)
Total actual guarantee amount (A4+B4+C4) as % of the Company’s net assets162.84%
Of which:
Balance of guarantees provided for shareholders, actual controller and their related parties (D)-
Balance of debt guarantees provided directly or indirectly for obligors with an over 70% debt/asset ratio (E)21,773,900
Amount by which the total guarantee amount exceeds 50% of the Company’s net assets (F)33,167,810
Total of the three amounts above (D+E+F)54,941,710
Joint liability possibly borne or already borne in the Reporting Period for outstanding guarantees (if any)Not applicable
Guarantees provided in breach of prescribed procedures (if any)Not applicable
Total14,332,4002,629,410-

High-risk wealth management transactions with a significant single amount, low liquidity and no principal protection:

□ Applicable ■ Not applicableSituation where the principal is expectedly irrecoverable or an impairment may be incurred:

□ Applicable ■ Not applicable

(2) Entrusted Loans

Unit: RMB’000

Total amountSource of capitalUndue amountUnrecovered overdue amount
70,252.4Self-owned capital52,456.0-

Note: The entrusted loans were primarily provided for the employees of CSOT and its subsidiaries with their self-owned capital topay the down payment for their first family house under the CSOT Housing Program.High-risk entrusted loans with a significant single amount, low liquidity and no principal protection:

□ Applicable ■ Not applicableSituation where the principal is expectedly irrecoverable or an impairment may be incurred:

□ Applicable ■ Not applicable

4. Other Major Contracts

□ Applicable ■ Not applicable

XVIII Corporate Social Responsibility (CSR)1. Measures Taken to Fulfill CSR CommitmentPlease refer to The 2018 Annual Corporate Social Responsibility & Sustainable DevelopmentReport of TCL Corporation.2. Measures Taken for Targeted Poverty Alleviation

(1) Plans

To respond to the "Opinions of the China Securities Regulatory Commission on the Role of CapitalMarkets in Serving the Country in Poverty Alleviation", the Company has been fulfilling its socialresponsibilities in poverty alleviation and public service, especially in the field of education povertyalleviation. The "TCL Hope Engineering Candlelight Awards Program" jointly established byCYDF and Shenzhen TCL Public Welfare Foundation in 2013 is one of the earliest public welfare

projects for rural teachers rewards and funding in the country. The investment to this project is overRMB30 million in five years. The purpose of the award is to demonstrate the morality andprofessional dreams of outstanding rural teachers who have worked hard in the grassroots educationfront in poverty-stricken areas for their posts, and encourage more outstanding young teachers totake root in rural basic education and promote rural education development.(2) Summary of the Related Work Done in the Reporting PeriodIn the 2018 "Candlelight Awards Program", a total of 400 outstanding rural teachers were selected.The 100 rural teacher representatives who participated in the award ceremony were awarded the"Candlelight Award" for dedication, innovation and guidance. The award-winning teachers willreceive funding and training support. The individual award, which is worth RMB12,000, includes acash reward of RMB8,000 and a "candle classroom" training of RMB4,000 in online and offline"Flipped Classroom" per person. In 2018, the coverage of "Candlelight Micro-Loan" was expanded.Except for the outstanding teachers who were rewarded by the "TCL Hope Engineering CandlelightAwards", all the teachers under training in 2018 who belong to the Hope Primary School TeacherTraining Office of CYDF can apply for the loan.

(3) Results

IndicatorsMeasurement UnitQuantity/Development
I. Overall summary————
Of which: 1. CashRMB’0005,923.6
II. Investment breakdown————
4. Poverty alleviation by education————
Of which: 4.1 Investment amount in aiding students in povertyRMB’000200
4.2 Number of students in poverty who got aidPerson100
4.3 Investment amount in improvement of educational resources in poverty-stricken areasRMB’0005,475.8
8. Poverty alleviation by public programmes————
8.2 Investment amount in targetedRMB’00036.8
poverty alleviation
8.3 Investment amount in public fund for poverty alleviationRMB’000211

(4) Subsequent Plans

In 2019, Shenzhen TCL Public Welfare Foundation and CYDF have signed another five-yearstrategic cooperation agreement. Together they will expand the existing award scale and publicityimpact of the TCL Hope Engineering Candlelight Awards Program, and improve user interaction onthe Internet platform for social concern. Starting from 2019, we will also expand the publicity andcoverage of the Candlelight Micro-loan Project to solve the financial needs of some rural teachersfor their better services in rural education.In order to serve the national poverty alleviation work and respond to the call for targeted povertyalleviation, Shenzhen TCL Public Welfare Foundation initiated an "assistance program for retiredprivate substitute teachers" jointly with CYDF to solve the problem of low-paid and difficult livingfor retired private substitute teachers in poverty-stricken areas. This program helps and supportsretired private substitute teachers who contributed to education in poverty-stricken areas to improvetheir living conditions by funding services and social advocacy, and encourage them to develop forsocial respect and self-development.3. Issues Related to Environmental Protection

Name of the Company or subsidiaryMajor pollutantsWay of dischargeNumber of discharge outletsDistribution of discharge outletsDischarge concentration (mg/L)Governing discharge standards (mg/L)Total discharge (metric ton)Approved total discharge (metric tons/year)Excessive discharge
Shenzhen China Star Optoelectronics Technology Co., Ltd. (Phase I)CODDischarged after being duly treated in waste water treatment system1Northwest of plant78.5260519.121226.05None
Ammonia nitrogen3.353022.17/
Shenzhen China StarCODDischarged after being1Artificial wetland to18.63084.84174.89None
Optoelectronics Technology Co., Ltd. (Phase II)Ammonia nitrogenduly treated in waste water treatment system and going through artificial wetland systemnorth of plant0.331.51.677.7None
Wuhan China Star Optoelectronics Technology Co., Ltd.CODDischarged after being duly treated in waste water treatment system1Northwest of plant8.5-116.20400mg/L185.74353.55None
Ammonia nitrogen0-4.453018.5735.36None
TCL-AOBO Environmental Protection And Development Co., Ltd.PMDischarged at high altitude after being duly treated in bag dust-cleaning system1Exhaust funnel of physical crushing workshop4.71200.2645.76None
PM1Exhaust funnel of plastic treatment workshop2.21200.2675.76None
Shantou TCL Deqing Environmental Protection Development Co., Ltd.PMDischarged at high altitude after being duly treated in bag dust-cleaning system1Exhaust funnel of workshop B201200.8442.9None
Huizhou TCL Environment Technology Co., Ltd.CODDischarged after being duly treated in waste water treatment system1West of plant23.08900.8573.996None
Ammonia nitrogen1.21100.0450.444None

Construction and operation of facilities for preventing pollution:

During the Reporting Period, no major environmental pollution incidents occurred in either theCompany or any of its subsidiaries. An advanced sewage management system has been establishedfor each subsidiary, and regular monitoring and supervision and inspection mechanisms have beenadopted to ensure the emission and disposal of waste water, waste gas, solid waste and factorynoises generated during the operation are in compliance with the national and local laws andregulations.The waste water of each subsidiary company includes domestic waste water and industrial wastewater, of which domestic waste water is discharged into the local municipal sewage treatment pipenetwork after being pre-treated by oil separation and septic treatment, and industrial waste waterenters different treatment systems according to its characteristics, and is discharged subjected to thestandards after physical and chemical and biochemical treatment. The atmospheric pollutantsproduced by each subsidiary are mainly process waste gases in the production process. For differenttypes of waste gases, each subsidiary has constructed corresponding waste gas treatment systems,such as alkaline waste gas treatment system, acidic waste gas treatment system, organic waste gastreatment system, waste gas treatment system for waste water treatment station, cloth bag dedustingsystem, etc. for the collection of waste gases through pipelines to the corresponding waste gastreatment system, where waste gases are discharged at a high altitude after meeting relativestandards. The concentration and total amount of waste water and exhaust gas discharged meet therelevant national and local standards. The solid wastes generated by each subsidiary include generalwaste, hazardous waste and domestic garbage, of which, hazardous wastes are treated by anentrusted qualified hazardous waste disposal agency according to the regulations; general wastes aredisposed of by a resource recycling firm after being classified in the plant area; while domesticgarbage is disposed of by the property management company. All the disposals meet the regulatoryrequirements. The factory noise generated by each subsidiary comes from the mechanical noises ofproduction and power equipment, including refrigerators, cooling towers, air compressors, fans,various types of pumps, etc.. The Company reduces the impact of noise on the surroundingenvironment by the use of low-noise equipment, vibration reduction, noise reduction, etc., and noisereduction measures such as sound insulation and sound absorption in the factories and equipmentrooms. The monitoring results show that the factory boundary noise and emission of all subsidiaries

meet the standards in a stable manner.Environmental Impact Assessment on Construction Projects and Other EnvironmentalProtection Administrative LicensesEach subsidiary complies with the laws and regulations of environmental impact assessment onconstruction projects and other environmental protection administrative licenses, and no violationsoccurred during the Reporting Period.Emergency Response Plan for Environmental IncidentsEach subsidiary has set up an environmental incident emergency organization led by the seniormanagement of the enterprise and prepared an environmental emergency response plan, which hasbeen filed with the local environmental protection department in accordance with relevant nationallaws and regulations. In addition, regularly emergency drills are conducted for environmentalincidents according to the plan to ensure the validity of emergency response plan.Environmental Self-Monitoring ProgramEach subsidiary has formulated an environmental self-monitoring program in accordance withnational regulations, and monitors the discharge of pollutants by manual monitoring or manualmonitoring performed by a third-party qualified agency. The monitoring plans and annualmonitoring reports can be checked on the key environmental monitoring information platformmanaged by local environmental authorities or subsidiary websites.Other environment-related information that should be disclosed:

None.Other relevant information:

None.XIX Other Significant EventsOn 24 March 2018, the Company disclosed the Announcement on the Establishment of StrategicInvestment Funds (announcement No. 2018-029). It intended to, together with Shenzhen China StarOptoelectronics Technology Co., Ltd. and TCL Multimedia Technology Holdings Limited, establishan overseas M&A fund of a target scale of approximately US$75 million and a domestic M&A fundof a RMB201 million scale. So far, the domestic M&A fund has been registered with the industrialand commercial administration, received the business license and been filed with the Asset

Management Association of China as per the Securities Investment Fund Law, the Interim Measuresfor the Supervision and Administration of Privately Offered Investment Funds, as well as otherapplicable laws and regulations. For further information, please refer to the Announcement on theProgress of the Establishment of the Strategic Investment Funds (announcement No. 2018-101)disclosed by the Company on 29 October 2018.On 15 May 2018, the Company disclosed the Announcement on the Progress of the Establishmentof an Equity Investment Fund (announcement No. 2018-047). TCL Culture Media, a wholly-ownedsubsidiary of the Company, intended to, as a limited partner together with Deqing PuyingInvestment Management Partnership (Limited Partnership), Hangzhou Shunwang Technology Co.,Ltd. and Wang Wengan (natural person), to establish Qiyu Investment with a contribution ofRMB70 million. Qiyu Investment specializes in the acquisition of the RMB118,990,957 limitedpartnership share of the Puhua Fund held by Shanghai Liyou, which is corresponding to theinvestment of the Puhua Fund in Shengqu Games. The fund is currently running well.On 3 August 2018, the Company disclosed the Announcement on the Investment Progress of anIndustrial Equity Investment Fund with the Company as a Co-Founder (announcement No.2018-077). The changes to the partners of Xinjiang Dongpeng Heli Equity Investment Partnership(Limited Partnership), co-founded by the Company’s wholly-owned subsidiary Xinjiang TCLEquity Investment Ltd. have been registered with the industrial and commercial administration andsubmitted to the Asset Management Association of China. The fund is currently running well.On 29 August 2018, the Company disclosed the Announcement on the Establishment of a StartupInvestment Fund (announcement No. 2018-089). Ningbo TCL Equity Investment Ltd., awholly-owned subsidiary of the Company, together with Changzhou Chuangdong FundManagement Co., Ltd., Changzhou Peony Jiangnan Startup Investment Co., Ltd. and ChangzhouTianrong Equity Investment Center (Limited Partnership), intended to establish a startup investmentfund of a target scale of RMB501 million. The fund would focus on investment in high-qualitygrowing unlisted startups in the establishment or re-establishment process in TMT, new materials,intelligent manufacturing and other areas. The fund is currently running well.On 30 November 2018, the Company completed the issuance of a three-year MTN of RMB2 billionat the offering price of RMB100/RMB100 par value with a coupon rate of 4.58%. For further

information, please refer to the announcement No. 2018-107 disclosed by the Company on thedesignated media.XX Significant Events of Subsidiaries

Title of current announcementDisclosure dateDisclosure website
Voluntary Announcement on the Result of Subsidiary TCL Multimedia’s Rights Issue18 January 2018http://www.cninfo.com.cn
Reminder of the IPO Shares of Minority-Owned Subsidiary 712 Corp. Beginning Public Trading26 February 2018http://www.cninfo.com.cn
Announcement on the Construction of the G11 New UHD Display Production Line22 May 2018http://www.cninfo.com.cn
Voluntary Announcement on the Acquisition by TCL Multimedia of an Interest in TCL Commercial Information Technology (Huizhou) Co., Ltd.1 June 2018http://www.cninfo.com.cn
Announcement on the Introduction of Strategic Investor by Subsidiary Shenzhen China Star Optoelectronics Semiconductor Display Technology Co., Ltd.3 August 2018http://www.cninfo.com.cn

Part VI Share Changes and Shareholder Information

I. Share Changes

1. Share Changes

Unit: share

BeforeIncrease/decrease in the Reporting Period (+/-)After
SharesPercentage (%)New issuesShares as dividend converted from profitShares as dividend converted from capital reservesOtherSubtotalSharesPercentage (%)
1. Restricted shares4,513,615,35933.40%34,676,444-2,722,638,512-2,687,962,0681,825,653,29113.47%
1.1 Shares held by state-owned legal persons1,244,019,1369.20%-1,244,019,136-1,244,019,136
1.2 Shares held by other domestic investors3,179,063,87623.53%34,392,300-1,478,619,376-1,444,227,0761,734,836,80012.80%
Among which: Shares held by domestic legal persons2,694,327,34919.94%-1,483,569,375-1,483,569,3751,210,757,9748.94%
Shares held by domestic natural persons484,736,5273.59%34,392,3004,949,99939,342,299524,078,8263.87%
1.3 Shares held by90,532,3470.67%284,144284,14490,816,4910.67%
foreign investors
Among which: Shares held by foreign legal persons90,532,3470.67%90,532,3470.67%
Shares held by foreign natural persons284,144284,144284,1440.00%
2. Unrestricted shares9,001,356,70466.60%2,722,638,5122,722,638,51211,723,995,21686.53%
2.1 RMB-denominated ordinary shares9,001,356,70466.60%2,722,638,5122,722,638,51211,723,995,21686.53%
3. Total shares13,514,972,063100.00%34,676,444034,676,44413,549,648,507100.00%

Reasons for share changes:

During the Reporting Period, the 2,727,588,511 shares in a private placement in 2015 were unlocked on 26 February 2018, reducingthe restricted shares and increasing the unrestricted shares accordingly; director Mr. Bo Lianming passed the half-year limit startingfrom his resignation, decreasing the restricted shares by 1,014,700 shares and decreasing the unrestricted shares accordingly; Li Dongincreased his holdings by 6,600,000 shares, increasing the restricted shares by 4,950,000 shares; and 34,676,444 restricted shareswere granted and listed as incentives, increasing the total shares from 13,514,972,063 shares to 13,549,648,507 shares.

Approval of share changes:

□Applicable ■Not applicableTransfer of share ownership:

□Applicable ■Not applicableProgress on any share repurchase:

□ Applicable ■Not applicableProgress on reducing the repurchased shares by means of centralized bidding:

□ Applicable ■ Not applicableEffects of share changes on the basic earnings per share, diluted earnings per share, equity per share attributable to the Company’sordinary shareholders and other financial indicators of the prior year and the prior accounting period, respectively:

□Applicable ■Not applicable

Other information that the Company considers necessary or is required by the securities regulator to be disclosed:

□Applicable ■Not applicable

2. Changes in Restricted Shares

Unit: share

ShareholderBeginning restricted sharesUnlocked in Reporting PeriodIncrease in Reporting PeriodEnding restricted sharesReason for restrictionDate of unlocking
Hubei Changjiang Hezhi Hanyi Equity Investment Fund Partnership (Limited Partnership)1,059,849,533--1,059,849,533IPO restricted shares2019-1-4
Star Century Enterprises Limited90,532,347--90,532,347IPO restricted shares2020-12-25
Duilong Xinglan Venture Investment Management Partnership (Limited Partnership)42,521,163--42,521,163IPO restricted shares2020-12-25
Duilong Xingyong Venture Investment Management Partnership (Limited Partnership)38,380,684--38,380,684IPO restricted shares2020-12-25
Duilong Xingyuan Venture Investment Management Partnership (Limited Partnership)37,695,315--37,695,315IPO restricted shares2020-12-25
Duilong Xinglian Venture Investment Management Partnership (Limited Partnership)32,311,279--32,311,279IPO restricted shares2020-12-25
Other484,736,527-4,949,999489,686,526Locked-up shares of senior management9999-99-99
Awardees of restricted stock incentives0-34,676,44434,676,444Restricted shares granted as incentives2019-5-16
Total1,786,026,848-39,626,4431,825,653,291----

II. Issuance and Listing of Securities

1. Securities (Exclusive of Preferred Shares) Issued in the Reporting Period

■ Applicable □ Not applicable

Name of stock and its derivative securitiesIssue dateIssue price (or interest rate)Issued numberListing dateNumber approved for public tradingTermination date of transaction
Stock
Restricted stock2019-03-211.8334,676,4442019-05-1634,676,444-
Corporate bonds, including convertibles and warrant bonds
Corporate bonds2018-06-055.48%10,000,0002018-07-0210,000,000
Corporate bonds2018-08-175.30%20,000,0002018-09-2620,000,000

2. Changes to Total Shares, Shareholder Structure and Asset and Liability Structures

During the Reporting Period, the 2,727,588,511 shares in a private placement in 2015 wereunlocked on 26 February 2018, reducing the restricted shares and increasing the unrestricted sharesaccordingly; director Mr. Bo Lianming passed the half-year limit starting from his resignation,decreasing the restricted shares by 1,014,700 shares and decreasing the unrestricted sharesaccordingly; Li Dong increased his holdings by 6,600,000 shares, increasing the restricted shares by4,950,000 shares; and 34,676,444 restricted shares were granted and listed as incentives, increasingthe total shares from 13,514,972,063 shares to 13,549,648,507 shares.

3. Existing Staff-Held Shares

□ Applicable ■ Not applicable

III Shareholders and Actual Controller

1. Shareholders and Their Shareholdings at the Period-End

Unit: share

Number of ordinary shareholders at the period-end463,789Number of ordinary shareholders at the month-end prior to the disclosure of this Report479,128Number of preferred shareholders with resumed voting rights at the period-end (if any) (see note 8)Number of preferred shareholders with resumed voting rights at the month-end prior to the disclosure of this Report (if any) (see note 8)
5% or greater shareholders or top 10 shareholders
Name of shareholderNature of shareholderShareholding percentageTotal shares held at the period-endIncrease/decrease in the Reporting PeriodRestricted shares heldUnrestricted shares heldShares in pledge or frozen
StatusShares
Hubei Changjiang Hezhi Hanyi Equity Investment Fund Partnership (Limited Partnership)Domestic non-state-owned legal person7.821,059,950,333-1,059,849,533100,800In pledge747,420,000
Huizhou Investment Holding Co., Ltd.State-owned legal person6.48878,419,747-878,419,747
Li DongshengDomestic natural person4.76644,873,6886,600,000483,655,266161,218,422In pledge607,644,587
Beijing Ziguang Investment Co., Ltd.State-owned legal person3.58484,468,900--484,468,900
Xinjiang Dongxing Huarui Equity Investment Partnership (Limited Partnership)Domestic non-state-owned legal person3.34452,660,287--452,660,287In pledge452,660,287
Xinjiang Jiutian Liancheng Equity Investment Partnership (LimitedDomestic non-state-owned legal person3.02408,899,521--408,899,521In pledge408,899,521
Partnership)
China Securities Finance Corporation LimitedDomestic non-state-owned legal person2.75373,231,553--373,231,553
CDB Innovation Capital Co., Ltd.State-owned legal person2.37320,685,219--320,685,219
Guangdong Guangxin Holdings Group Ltd.State-owned legal person2.34316,834,683--316,834,683
Central Huijin Asset Management Co., Ltd.State-owned legal person1.52206,456,500--206,456,500
Strategic investor or general legal person becoming a top-10 ordinary shareholder in a rights issue (if any) (see note 3)Huizhou Investment Holding Co., Ltd., Beijing Ziguang Investment Co., Ltd., Xinjiang Dongxing Huarui Equity Investment Partnership (Limited Partnership), Xinjiang Jiutian Liancheng Equity Investment Partnership (Limited Partnership) and CDB Innovation Capital Co., Ltd. have appeared among the top 10 shareholders due to their subscriptions in a private placement offered by the Company, with their shareholdings locked up from 26 February 2015 to 26 February 2018. For further information, see the Issuance Report and Listing Announcement on the Private Share Placement of TCL Corporation. Meanwhile, Hubei Changjiang Hezhi Hanyi Equity Investment Fund Partnership (Limited Partnership) has also become a top-10 shareholder in a share offering of the Company, with its shareholdings locked up from 25 December 2017 to 25 December 2018. For further information, see the Implementation Report on TCL Corporation’s Asset Purchase via Share Offering and the Related-Party Transaction & the New Share Listing Announcement.
Related or acting-in-concert parties among the shareholders aboveDuring the Reporting Period, Mr. Li Dongsheng, Xinjiang Jiutian Liancheng Equity Investment Partnership (Limited Partnership) and Xinjiang Dongxing Huarui Equity Investment Partnership (Limited Partnership) have signed an agreement to become acting-in-concert parties. For further information, see the Reminder of Shareholders Signing an Agreement to Act in concert and the Change of the Biggest Shareholder.
Top 10 unrestricted shareholders
Name of shareholderUnrestricted shares held at the period-endShares by type
TypeShares
Huizhou Investment Holding Co., Ltd.878,419,747RMB-denominated ordinary stock878,419,747
Beijing Ziguang Investment Co., Ltd.484,468,900RMB-denominated ordinary stock484,468,900
Xinjiang Dongxing Huarui Equity Investment Partnership (Limited Partnership)452,660,287RMB-denominated ordinary stock452,660,287
Xinjiang Jiutian Liancheng Equity Investment Partnership (Limited Partnership)408,899,521RMB-denominated ordinary stock408,899,521
China Securities Finance Corporation Limited373,231,553RMB-denominated ordinary stock373,231,553
CDB Innovation Capital Co., Ltd.320,685,219RMB-denominated ordinary stock320,685,219
Guangdong Guangxin Holdings Group Ltd.316,834,683RMB-denominated ordinary stock316,834,683
Central Huijin Asset Management Co., Ltd.206,456,500RMB-denominated ordinary stock206,456,500
Li Dongsheng161,218,422RMB-denominated ordinary stock161,218,422
CDB Jingcheng (Beijing) Investment Fund Co., Ltd.158,343,559RMB-denominated ordinary stock158,343,559
Related or acting-in-concert parties among top 10 unrestricted public shareholders, as well as between top 10 unrestricted public shareholders and top 10 shareholdersDuring the Reporting Period, Mr. Li Dongsheng, Xinjiang Jiutian Liancheng Equity Investment Partnership (Limited Partnership) and Xinjiang Dongxing Huarui Equity Investment Partnership (Limited Partnership) have signed an agreement to become acting-in-concert parties. For further information, see the Reminder of Shareholders Signing an Agreement to Act in concert and the Change of the Biggest Shareholder.
Top 10 ordinary shareholders involved in securities margin trading (if any) (see note 4)None

Indicate whether any of the top 10 ordinary shareholders or the top 10 unrestricted ordinary shareholders of the Company conductedany promissory repo during the Reporting Period.□ Yes ■ No

2. Controlling Shareholder

The Company has no controlling shareholder.On 19 May 2017, TCL Corporation (hereinafter referred to as “TCL” or the “Company”) wasnotified by shareholders Mr. Li Dongsheng, Xinjiang Dongxing Huarui Equity InvestmentPartnership (Limited Partnership) (hereinafter referred to as “Dongxing Huarui”) and XinjiangJiutian Liancheng Equity Investment Partnership (Limited Partnership) (hereinafter referred to as“Jiutian Liancheng”) that they intended to form acting-in-concert parties as a way to help improvethe Company’s governance competency and management efficiency, so as to maintain stable

management and development strategies. They have officially become acting-in-concert parties onTCL after signing the Acting-in-Concert Agreement in Relation to TCL Corporation (hereinafterreferred to as the “Agreement”) on 19 May 2017. Up to the agreement signing day, these threeacting-in-concert parties combined is the biggest shareholder of TCL, with a total of 1,499,833,496shares in TCL (an 11.1% stake).With confidence in the Company’s core business and long-term investment value, Mr. LiDongsheng increased his shareholdings in the Company by a total of 6,600,000 shares on 18 and 19December 2018, respectively. As at the end of the Reporting Period, Mr. Li Dongsheng and hisacting-in-concert parties together held a total of 1,506,433,496 shares (an 11.12% stake) in theCompany, and he is the biggest shareholder of the Company.As per Article 217 of the Company Law, a controlling shareholder refers to a shareholder who ownsover 50% of a limited liability company’s total capital or over 50% of a joint stock company’s totalshare capital; or, despite the ownership of less than 50% of a limited liability company’s totalcapital or less than 50% of a joint stock company’s total number of shares, who can still prevail inthe resolution of a meeting of shareholders or a general meeting of shareholders according to thevoting rights corresponding to his interest in the limited liability company’s total capital or the jointstock company’s total number of shares. According to the definition above, the Company has nocontrolling shareholder or actual controller.

3. Actual Controller and Its Acting-in-Concert Parties

The Company has no actual controller.The “actual controller” refers to an entity which is not a shareholder of a company but actuallycontrols the company behaviors through investment relationship, agreement or other arrangements.According to the definition above, the Company has no actual controller.Any shareholder with a greater than 10% interest at the ultimate control level:

On 19 May 2017, TCL Corporation (hereinafter referred to as “TCL” or the “Company”) wasnotified by shareholders Mr. Li Dongsheng, Xinjiang Dongxing Huarui Equity InvestmentPartnership (Limited Partnership) (hereinafter referred to as “Dongxing Huarui”) and Xinjiang

Jiutian Liancheng Equity Investment Partnership (Limited Partnership) (hereinafter referred to as“Jiutian Liancheng”) that they intended to form acting-in-concert parties as a way to help improvethe Company’s governance competency and management efficiency, so as to maintain stablemanagement and development strategies. They have officially become acting-in-concert parties onTCL after signing the Acting-in-Concert Agreement in Relation to TCL Corporation (hereinafterreferred to as the “Agreement”) on 19 May 2017. Up to the agreement signing day, these threeacting-in-concert parties combined is the biggest shareholder of TCL, with a total of 1,499,833,496shares in TCL (an 11.1% stake).With confidence in the Company’s core business and long-term investment value, Mr. LiDongsheng increased his shareholdings in the Company by a total of 6,600,000 shares on 18 and 19December 2018, respectively. As at the end of the Reporting Period, Mr. Li Dongsheng and hisacting-in-concert parties together held a total of 1,506,433,496 shares (an 11.12% stake) in theCompany, and he is the biggest shareholder of the Company.

Shareholders with a greater than 5% interest at the ultimate control level:

Shareholder at the ultimate control levelLegal representative/person-in-chargeDate of establishmentOrganization codePrincipal activity
Hubei Changjiang Hezhi Hanyi Equity Investment Fund Partnership (Limited Partnership)Shenzhen Genzon Fund Management Co., Ltd. (assigned representative: Yang Shufen)23 August 201691420100MA4KNCA12RNon-securities equity investment and the related consulting services (excluding activities restricted or prohibited by China’s laws or regulations or the State Council; not allowed to publicly raise or issue funds in any way) (not allowed to take in deposits or in a disguised form from the general public, or to offer loans) (where approval is required according to law, it shall be obtained before operation)
Huizhou Investment Holding Co., Ltd.Liu Bin31 December 200191441300MA4W7AMD5HState-owned assets operation and management and financing of the government’s construction projects within the authorization of the municipal government
Interests of the shareholder in other domestic or foreign listed companiesNone

4. Other 10% or Greater Corporate Shareholders

□ Applicable ■ Not applicable

5. Limitations on Shareholding Decrease by the Company’s Controlling Shareholder, Actual Controller,Reorganizer and Other Commitment Makers

□ Applicable ■ Not applicable

Part VII Directors, Supervisors, Senior Management and Staff

I Change in Shareholdings of Directors, Supervisors and Senior Management

NameOffice titleIncumbent/FormerGenderAgeStart of tenureEnd of tenureBeginning shareholding (share)Increase in the Reporting Period (share)Decrease in the Reporting Period (share)Other increase/decrease (share)Ending shareholding (share)
Li DongshengChairman of the Board and CEOIncumbentMale612002-4-162020-8-31638,273,6886,600,000--644,873,688
He JinleiVice Chairman of the BoardIncumbentMale452017-9-12020-8-310---0
Liu BinVice Chairman of the BoardIncumbentMale492015-8-312020-8-310---0
Du JuanDirector and COOIncumbentFemale482018-3-22020-8-310---0
Bo LianmingDirector and PresidentFormerMale552007-10-292018-3-24,058,801---4,058,801
Huang XubinDirector and CFOIncumbentMale532011-6-202019-1-103,383,380---3,383,380
Huang WeiDirector and Senior Vice PresidentIncumbentMale562015-8-132020-8-310---0
Liao QianDirector and Board SecretaryIncumbentMale382014-4-232020-8-310---0
Wu XiaohuiDirectorIncumbenFemale472017-9-12020-8-310---0
t
Yan YanIndependent DirectorIncumbentMale622015-3-242020-8-310---0
Lu XinIndependent DirectorIncumbentFemale562014-9-12020-8-310---0
Zhou GuofuIndependent DirectorIncumbentMale552014-9-12020-8-310---0
Liu XunciIndependent DirectorIncumbentMale602017-9-12020-8-310---0
He ZhuohuiChairman of the Supervisory CommitteeIncumbentMale532015-9-22020-8-310---0
Mao TianxiangEmployee SupervisorIncumbentMale382017-9-12020-8-310---0
Qiu HaiyanSupervisorIncumbentFemale442014-9-12020-8-310---0
Jin XuzhiSenior Vice PresidentIncumbentMale642015-8-132020-8-310---0
Yan XiaolinCTOIncumbentMale522014-9-12020-8-31599,500---599,500
Wang ChengSenior Vice PresidentIncumbentMale442018-3-192019-1-100---0
Total------------646,315,3696,600,000--652,915,369

II Change of Directors, Supervisors and Senior Management

NameOffice titleType of changeDate of changeReason for change
Bo LianmingPresident andResignation2 March 2018Personal reason
Executive Director
Du JuanCOO and Executive DirectorElected19 March 2018Elected at a general meeting upon nomination by the Board
Wang ChengSenior Vice PresidentHired19 March 2018Hired by the Board

III Biographical InformationBorn in July 1957, Mr. Li Dongsheng is the founder of TCL (TCL Corporation) and currentlyserves as the Company’s Chairman and CEO and the Secretary of the Party Committee of the Group;he was elected as a delegate to China’s 16

th

National Congress of the CPC and a deputy to the 10

th

,

th

, 12

th

and 13

th

National People’s Congress. Mr. Li holds a number of prestigious positions: ViceChairman of All China Federation of Industry and Commerce (ACFIC), Honorary President ofChina Video Industry Association, Vice Chairman of China Commerce of International Chamber,President of Guangdong Provincial Enterprise Confederation, President of Guangdong ProvincialAssociation of Entrepreneurs, First President of China Manufacturing Innovation Alliance,Honorary President of South China University of Technology Education Development Foundation,Vice President of Alumni Association South China University of Technology, Member of theCouncil of South China University of Technology, Visiting Professor in Wuhan University andHonorary Professor in Beijing Institute of Technology.From 1982 to 1985, he served as Technician, Workshop Manager and Production Director in TTKHousehold Appliances Co., Ltd.; from 1985 to 1986, he served as First General Manager of TCLCommunication Devices Company; from 1986 to 1989, he served as Director of the IntroductionDepartment in Guangdong Huizhou Industrial Development Corporation; from 1990 to 1993, heserved as Deputy General Manager, Deputy Secretary of the Party Committee and Secretary of theYouth League Committee of Huizhou Electronic Communication Corporation; from 1993 to 1996,he served as General Manager of TCL Electronics Group; from 1996 to 2002, he served asChairman and President of TCL Corporation and in 2002, Mr. Li Dongsheng was selected as“CCTV’s Economic Person of the Year 2002”; from April 2002 to January 2004, he served asChairman and President of TCL Corporation; from January 2004 till now, he serves as Chairmanand CEO of TCL Corporation. On October 24, 2018, he was selected on the “List of 100

Outstanding Private Entrepreneurs of 40 Years of Reform and Opening Up” of the United FrontWork Department and All China Federation of Industry and Commerce. On December 18, 2018, hewas selected on the list of “100 Outstanding Contributors of Reform and Opening Up” of theCentral Committee of the Party and the State Council; he won the title of Pioneer of Reform andawarded with the medal with the comment “A pioneer opening the international market inelectronics industry”.As one of the founders of TCL Corporation, Mr. Li Dongsheng has led TCL in acquiring the globalcolor TV business of Thomson-CSF and the global mobile terminal business of Alcatel andestablished a global business structure. He was honored as the “Asian Economic Person of the Year2004” by the Fortune magazine and won the National Medal of Honor of France. In June 2006, Mr.Li Dongsheng wrote the famous article titled “Rebirth of the Eagle” as a call for TCL teammembers to carry out reform and innovation with the spirit of rebirth and firmly promote theinternational business. In February 2014, Mr. Li Dongsheng launched TCL’s strategictransformation of “Double+” and in the same year, TCL achieved a sales revenue of over RMB100billion. In 2015, the sales revenue of TCL again exceeded RMB100 billion.Mr. Li Dongsheng always holds the firm belief that a strong country is built on the basis of strongeconomy, which in turn requires a group of world-class enterprises. It is his steadfast belief andpersistent goal to firmly stick to industry and develop TCL into a world-class enterprise as thebackbone of China’s economy.Born in February 1970, Mr. Liu Bin has obtained the Bachelor’s Degree and is an AssistantEconomist and Member of the Communist Party of China. He graduated from the Department ofManagement Engineering of South China University of Technology. Currently, he serves asChairman and General Manager of Huizhou Investment Holdings Co., Ltd.. From July 1992 toDecember 1993, he served as Deputy Director of the General Office in Huizhou Foreign InvestmentService Corporation; from December 1993 to December 1998, he served as Secretary to the GeneralManager, Administrative Assistant to the General Manager and Assistant to the General Manager(the Deputy Section Head level) of Huizhou Economy and Trade Group Co., Ltd.; from December1998 to June 2003, he served as Manager of Huizhou Tea Import and Export Company (the SectionHead level); from June 2003 to June 2010, he served as Deputy General Manager and General

Manager of Huizhou Economy and Trade Group Co., Ltd.; from June 2010 to May 2015, he servedas Deputy General Manager of Huizhou Investment Holdings Co., Ltd. (from May 2011 to June2015, he concurrently served as Director and Deputy General Manager of Huizhou FairwayInvestment and Construction Co., Ltd.; from September 2013 to August 2015, he concurrentlyserved as Supervisor and Chairman of the Board of Supervisors of TCL Corporation); fromFebruary 2014 till now, he serves as Director of Huizhou Investment Holdings Co., Ltd.; from May2015 till now, he serves as Chairman and General Manager (the Deputy Division Head level) (fromJune 2015 to May 2018, he concurrently served as Chairman of Huizhou Investment Holding AssetOperation Co., Ltd., Chairman of Huizhou Financing Guarantee Co., Ltd. and Vice Chairman ofTCL Corporation; from June 2015 to January 2017, he concurrently served as Chairman of HuizhouFairway Investment and Construction Co., Ltd.; from May 2016 to March 2017, he concurrentlyserved as Director of Uirust.Born in December 1974, Mr. He Jinlei has obtained MBA. He served in China Construction Bank,Southwest Securities and Institute of Software Chinese Academy of Sciences. From June 2005 toDecember 2009, he served as Chief Operating Officer of Beida Jade Bird Group; from December2009 to December 2011, he served as Director of Peking University Resource College; fromDecember 2011 till now, he serves as Vice President of China Development Bank Capital Co., Ltd..Ms. Du Juan currently serves as Chief Operating Officer, Chief Financial Officer and Member ofthe Execution Commission of the Company. Born in May 1970, she graduated from the Departmentof Investment of Zhongnan University of Economics and Law and obtained EMBA from CKGSB.From July 1991 to May 1999, she worked in CCB Huizhou Branch. In May 1999, she joined inTCL Corporation and served as General Manager of the Settlement Center and General Manager ofthe Finance Company in TCL Corporation. From October 2014 till now, she serves as President andChairman of TCL Financial Holdings Group (Guangzhou) Co., Ltd.. From July 2016 to February2018, she served as Vice President of TCL Corporation. From February 2018 till now, she serves asChief Operating Officer (COO) of TCL Corporation. From January 2019 till now, she concurrentlyserves as Chief Financial Officer (CFO) of TCL Corporation.Mr. Bo Lianming graduated from Xi’an Jiaotong University with PhD. Since he joined in TCLCorporation in 2000, he has served in many important positions, including Vice President and

Director of Finance in Information and Industry Group, Vice President in Component BusinessDivision, Executive Vice President in TTE Corporation, and Director of Human Resource, VicePresident and Senior Vice President of TCL Corporation. Mr. Bo has more than 15 years ofexperience in household electronic product industry. From June 2011 to March 2018, he served asPresident of TCL Corporation. From December 2012 to August 2016, he served as CEO andExecutive Chairman of CSOT. Before joining in TCL Corporation in 2000, he served as ChiefAccountant in Shenzhen Airlines Company. He is one of the founders of Shenzhen AirlinesCompany.Mr. Huang Xubin is the Executive Director and CFO of the Company. Born in November 1965, hegraduated from Hunan University (the former Hunan Institute of Finance and Economics). Later, heobtained the Master’s Degree in Economics from the Department of Postgraduate of the Ministry ofFinance of China and EMBA from CEIBS and became a Senior Economist. He served as Officer inthe Investment Institute, Deputy General Manager of the Credit Card Division, Deputy DivisionHead and Division Head of the Credit Loan Division in China Construction Bank GuangdongBranch. During the period, he concurrently served as Manager in Guotai Junan Securities Co., Ltd.Guangzhou Branch and Senior Manager in China Cinda Guangzhou Office. He joined in TCL inMarch 2001. In 2002, he served as Vice Group Leader of the Application and Preparations LeadingGroup in the Finance Company of TCL Corporation; from May 2002 to December 2008, he servedas Director and General Manager of the Financial Settlement Center in TCL Corporation; from June2004 to June 2008, he served as Chief Economist of TCL Corporation; from October 2006 toDecember 2008, he served as General Manager of the Finance Company of TCL Corporation; fromApril 2008 to January 2011, he served as Vice President of the Company; from June 2008 toJanuary 2011, he served as Director of Finance of the Company; from January 1, 2011 to March 30,2011, he concurrently served as Board Secretary of the Company (in an acting capacity); fromJanuary 28, 2011 to January 10, 2019, he served as CFO of the Company.Mr. Huang Wei currently serves as Senior Vice President, Deputy Secretary of the PartyCommittee and Member of the Execution Commission in the Company. Born in October 1963, hehas obtained MBA. He served as Deputy Director of Wuhan Television Set Factory; Director andDeputy General Manager of Wuhan JVC Electronic Industry Co., Ltd.; Director of Wuhan

Television Set Factory and Chairman of Wuhan JVC Electronic Industry Co., Ltd.. Mr. Huang Weijoined in TCL in May 1998. He served as Assistant to the General Manager in TCL King ElectricalAppliances (Huizhou) Co., Ltd.; Director and Deputy General Manager in TCL-Melody; DeputyDirector of the President’s Office, Head of the Human Resource Department, Director of thePresident’s Office, Secretary of the Discipline Commission and Vice President in the Company. Mr.Huang Wei concurrently serves as Chairman of Shenzhen TCL Real Estate Co. Ltd.; GeneralManager of Huizhou TCL Environmental Protection Resources Co., Ltd.; and Chairman of TCLAggregate Procurement Supply Chain Technology Co., Ltd..Mr. Liao Qian currently serves as Vice President and Board Secretary of the Company. Born inJuly 1980, he has obtained the Master’s Degree and holds the Occupational Qualification Certificateof the People’s Republic of China for Law. In 2002, he graduated from Fuzhou University with theBachelor’s Degree in Economics; in 2006, he graduated from Yunnan University with the Master’sDegree in Law. From August 2006 to February 2014, he served as Senior Manager and GeneralManager of the Financial Consultation Department and Director of Institutional AccountDepartment in Guotai Junan International Holdings Co., Ltd. and was engaged in the investmentbanking business in the capital markets of Hong Kong and Mainland China. He joined in TCLCorporation in March 2014. From April 2014, he serves as Board Secretary of the Company; fromDecember 2014, he serves as Member of the Execution Commission in the Company. FromSeptember 2015, he serves as Director of Huizhou Financial Holdings (Shenzhen) Co., Ltd.. FromMarch 2016, he serves as Director of Huizhou Cool Friends Network Technology Co., Ltd.. In July2016, he served as Director of Speedex, a holding subsidiary of TCL. From August 2016, he servesas Director of Hawk Internet and of TCL Culture Media, holding subsidiaries of TCL. FromNovember 2016, he serves as Independent Director of JiaWei Renewable Energy (stock code:

300317). From January 1, 2017, he serves as Director of TCL Tonly Electronics and of CDOT.From March 31, 2017, he serves as Non-Executive Director of Fantasia. From October 2018, heserves as Chairman of Highly.Born in July 1972, Ms. Wu Xiaohui has obtained the PhD in Law from Sun Yat-sen University andis a Senior Economist. From June 1993 to April 1995, she served as a leader in the Law Office ofthe Operation Department in Guangzhou Engineering Contractor Group Co., Ltd.; from April 1995

to October 2000, she served as a leader in the Law Office of the Operation Department andCorporate Youth League Committee Secretary in Guangzhou Engineering Contractor Group Co.,Ltd.; from October 2000 to March 2016, she served as Deputy General Manager and Head of theLegal Affairs Department, Vice Chairman of the Labor Union, Chief Legal Consultant, DeputyGeneral Manager and Member of the Party Committee in Guangdong Guangye Group Co., Ltd. andconcurrently as Director of South China Sea Oil Joint Service Corp. and Director of GuangdongPetro-Trade Development Corporation. From March 2016 till now, she serves as General Manager,Deputy Secretary of the Party Committee and Director of Guangdong Guangxin Holdings GroupLtd..Mr. Yan Yan currently serves as Founding Managing Partner of SAIF Partners. Born in September1957, he holds the nationality of Hong Kong, China. Before founding SAIF, Mr. Yan had served asManaging Director of AIG Asia Infrastructure Investment Fund and Director of the Hong KongOffice. Between 1989 and 1994, he served as Economist in the head office of World Bank,Researcher in Hudson Institute, a famous think tank in the U.S., and Director of the StrategicPlanning and Business Development for Asia Pacific Region in Sprint International Corporation. Mr.Yan obtained the Bachelor’s Degree of Engineering from Nanjing University of Aeronautics andAstronautics. He studied in the Master’s Program in Social Sciences in Peking University from1984 to 1986. From 1986 to 1989, he studied in the PhD Program in Princeton University andobtained the Master’s Degree in International Economics in 1989. In 1995, he studied in theProgram of Advanced Finance and Accounting in The Wharton School.Mr. Yan is a member of Peking University Education Foundation and of the InvestmentCommission. He was selected as “Venture Capitalist of the Year” by China Venture CapitalAssociation in 2004 and 2007. In 2007, he was honored as one of the “Fifty Finest Private EquityInvestors in the World” by Private Equity International. He was voted as the No. 1 Best VentureCapitalist in China for 2008 and 2009 by Forbes China. In 2009, he won the title of “VentureCapital Professional of the Year” granted by Asia Venture Capital Journal. Under Mr. Yan’sleadership, SAIF was voted as “VC Firm of the Year” by China Venture Capital Association in 2004and 2007. and it was also named as “The Best Performing Fund in Asia” by Private EquityInternational in 2005, 2006 and 2008, and “The Best Growth Investment Fund of 2009 in Asia”.

Ms. Lu Xin is a professor in the major of Accounting in the School of Management, JinanUniversity and Deputy Director in the Management Accounting Research Center, Jinan University.Born in October 1963, she has obtained the PhD in Management from Renmin Business School andwas elected a deputy to the 12

th

and 13

th

National People’s Congress. From July 1989 to December2003, she worked in Dalian University in Liaoning; from January 2004 till now, she serves in JinanUniversity. She concurrently serves as Vice Chairperson of Taimeng Guangdong Provincial PartyCommittee.Ms. Lu Xin has presided over and engaged in a number of fund projects of the national andprovincial levels. She has won the Sixth National Foreign Trade Research Outstanding CreationAward from the Ministry of Commerce for her work titled Building Competitive Strength -Multinational Management Strategies of Chinese Enterprises. She has published over 50 academicpapers in Accounting Research, China Industrial Economics, Journal of Industrial Engineering andEngineering Management and other journals. She has extensive practical experience in managementaccounting and has presided over and engaged in a number of management consultation projects forlarge and medium-sized enterprises.Mr. Zhou Guofu currently serves as Director of South China Academy of AdvancedOptoelectronics. Born in October 1964, he holds the Dutch Nationality. He has obtained the PhD inMaterial Sciences from IMR and the PhD in Physics from the University of Amsterdam. From 1994to 1995, he was engaged in postdoctoral research in the University of Cambridge; from 1995 to2011, he worked in Philips Research; from January 2011 till now, he serves as Senior Consultant inPhilips Research; from 2012 to 2016, he served as Distinguished Professor in the Department ofElectrical Engineering and the Department of Industrial Design in Eindhoven University ofTechnology; from 2016 till now, he serves as Science Adviser in Eindhoven University ofTechnology; from April 2011 till now, he serves as Professor and Doctoral Supervisor in SouthChina Normal University and Director of South China Academy of Advanced Optoelectronics.Mr. Zhou Guofu won the ISMANAM1994 Gold Award for French Young Scientists, Royal PhilipsMajor Invention Bronze Award and Silver Award and Individual Innovation Award for ChinaProduction, Education and Research Collaboration. He was named as “Star of Entrepreneurship andInnovation” in Guangdong Province, Honorary Citizen of Guangzhou City and “Hero of Innovation”

of Guangzhou City. He was selected into the Recruitment Program for Global Expert, as adistinguished expert of the country, a leading professional of Guangdong Province and an“Outstanding Professional” under the Special Support Program of Guangdong Province. He haspublished 290 scientific papers and applied for 622 patents, including 231 international ones, ofwhich 50 have been authorized in the U.S. and one authorized in Japan. Mr. Zhou Guofu holds anumber of prominent positions, including Chief Scientist of National Key R&D Program of China;Director of the “Center for International Research on Green Optoelectronics” of the NationalInternational Science and Technology Cooperation Base; Head of 111 Project - Optical InformationInnovation and Expert Introduction Center; Director of “International Joint Laboratory for OpticalInformation Technologies” under the Ministry of Education; Chairman of the OrganizationCommittee for the International Conference on Display Technology (2018) hosted by the Societyfor Information Display (SID); Member of the Society for Information Display (SID) Asia Branch;Member of the Committee for the International Conference on Display Technology; Reviewer ofPhysical Review Letters, Reviews of Modern Physics, Applied Physics Letters and Applied Physics;Member of CSOE; Member of MNSC; Strategic Expert for the fundamental research of GuangdongProvince; Executive Director of the Council of GDMRS; Deputy Secretary-General of GuangdongAlliance of Printed Display Technology Innovation; and President of Shenzhen Alliance ofIndustrial Technology Innovation.Born in September 1959, Mr. Liu Xunci is a professor in Huizhou University with the Master’sDegree. He is one of the top professionals in Huizhou City and a member of the Decision-Makingand Consultation Commission of the Municipal Government. After graduating from high school inSeptember 1976, he went to the countryside and joined in the workforce; from September 1980 toJuly 1993, he studied in the Postgraduate Program; from July 2006 to May 2007, he stayed in theUniversity of Greenwich as a visiting scholar. He served as Associate Professor in HengyangNormal University and Professor in Hunan Agricultural University. Currently, he serves asProfessor in Huizhou University.Mr. Liu Xunci has presided over and engaged in a number of fund projects of the national andprovincial levels. His works include Analysis of Industrial and Commercial Management Strategies,Theory and Practice on the Strategic Planning of Regional Economy, Corporate Strategy

Management, etc.. He has published more than 50 papers on academic journals. His major researchinterests include planning of regional economy, corporate strategy management and financemanagement. In recent few years, he has led and completed “12

th

Five-Year” and “13

th

Five-Year”economic and social development plans and corporate management consultations commissioned bygovernments and enterprises and special research reports, and proposed and verified “Pearl RiverDelta”, “Ring Daya Bay Economic Zone” and “Guangdong-Hong Kong-Macao Greater Bay Area”,with quite a few projects going into the government’s decision-making list.Born in July 1966, Mr. He Zhuohui currently serves as Full-time Deputy Secretary and Director inHuizhou Investment Holdings Co., Ltd.. From August 1991 to June 1995, he served as DeputyDirector of the General Office and Director of the Office in China Construction Bank HuiyangBranch; from June 1995 to August 2008, he served as Manager in Renchengchang (Huizhou)Investment Co., Ltd.; from August 2008 to September 2009, he served as General Manager ofHuizhou Investment Holdings Asset Management Co., Ltd.; from September 2009 to December2012, he served as Manager of the Management and Development Department in HuizhouInvestment Holdings Co., Ltd. and Deputy General Manager and Director of Huizhou FairwayInvestment and Construction Co., Ltd.; from December 2012 till now, he serves as Full-time DeputySecretary in Huizhou Investment Holdings Co., Ltd.; from February 2014 till now, he serves asDirector in Huizhou Investment Holdings Co., Ltd. (from April 2010 to January 2017, heconcurrently served as Director of the First and Second Session of the Board of Huizhou FairwayInvestment and Construction Co., Ltd.; from August 2015, he concurrently serves as Chairman ofthe Fifth Session of the Board of Supervisors of TCL Corporation).Born in December 1975, Ms. Qiu Haiyan obtained the Bachelor’s Degree from Central Radio &TV University in 2011. She is an accountant and member of the Communist Party of China. FromJuly 1995 to March 1998, she served as a finance officer in Huizhou Zongli Real Estate Company;from March 1998 to June 2002, she served as a finance officer in Huizhou Trust InvestmentCompany; from June 2002 till now, she serves as Accountant, Deputy Manager and Manager of theFinance Department in Huizhou Investment Holdings Co., Ltd.; from February 2014 till now, sheserves as Workers’ Director in Huizhou Investment Holdings Co., Ltd. (from June 2009 to February2013, she concurrently served as Supervisor in Huizhou Fairway Investment and Construction Co.,

Ltd.; from June 2013 to May 2018, she concurrently served as Director in Huizhou InvestmentHoldings Asset Operation Co., Ltd.; from March 2014, she concurrently serves as Workers’Representative Director in Huizhou Investment and Development Co., Ltd.; from April 2014, sheconcurrently serves as Supervisor of the Fifth Session of the Board of Supervisors of TCLCorporation).Mr. Mao Tianxiang currently serves as Member of the Party Committee, Head of the Audit andSupervision Department and Deputy Secretary of the Discipline Committee in the Company. Hewas born in January 1980 and graduated from the Department of Journalism of Guangxi University.From July 2003 to June 2005, he served as Secretary in China Telecom Guangxi Guilin Company;from July 2005 to November 2007, he served as Supervisor of PR and Communications in theStrategic OEM Business Division and Officer in the President’s Office in the Company; fromNovember 2007 to June 2009, he served as Deputy Head of the Legal Section and Head of theGeneral Section in Huizhou Auditing Bureau; from June 2009 to August 2014, he served as DeputyDirector and Deputy Director of the Divisional Level in the Law Enforcement Inspection Office andthe Efficacy Inspection Office of Huizhou Discipline Committee. He has been working in theCompany since September 2014. He served as Deputy Director of the Party-Masses WorkDepartment in the Company and Secretary of the Youth League Committee of TCL Corporation;from August 2015 to January 2016, he concurrently served as Acting General Manager of theElectronic Device Business Division in Techne Corporation; in November 2016, he was elected asMember of the Party Committee and Deputy Secretary of the Discipline Committee in TCLCorporation; from March 2017 to December 2018, he concurrently served as General Manager ofTCL Resource Investment Company. From March 2017 till now, he serves as Head of the Audit andSupervision Department.Dr. Yan Xiaolin is a professor-level senior engineer, party-time professor in Peking University,Chairman of IEC/TC110, Vice Chairman of SID and President of the Asian Region. He graduatedfrom ASIPP with the Doctor’s Degree in July 1999. From July 1999 to May 2001, he was engagedin postdoctoral research in the Chinese Academy of Sciences. He joined in TCL in May 2001. FromMay 2001 to December 2004, he served as Project Manager in TCL Multimedia Electronic R&DCenter and Director and Deputy General Manager of the Research Institute; from December 2004 to

October 2005, he served as CTO in the Component Business Division of TCL Corporation andDeputy Director and Acting Director of TCL Industrial Technology Research Institute; fromOctober 2005 till now, he serves as Director of TCL Industrial Technology Research Institute; fromMay 2008 to November 2012, he served as Vice President of TCL Corporation; from December2012 till now, he serves as CTO and Senior Vice President of TCL Corporation. He is holding anumber of positions currently, including CTO and Senior Vice President of TCL Corporation,Director of TCL Industrial Technology Research Institute, Executive Director of TCL Multimedia,Director of CSOT, Chief Scientist of CSOT, Chairman of Guangdong Juhua, Chairman of ChinaRay, Vice Chairman of Amlogic (Shanghai) Inc. and Director of Kateeva.He is an Expert of NACMIDS, Key Project Expert of National “Key New Material R&D andApplication” and Head of the New Display Group, Expert of “Strategic Advanced ElectronicMaterial Key Specials” under the National Key R&D Program during the 13

th

Five-Year PlanPeriod, Head of the General Expert Panel for the 12

th

Five-Year New Display Key Specials underthe Ministry of Science and Technology, Science Innovation Leading Professional under the SpecialSupport Program for High-Calibre Professionals of the Organization Department of the CentralCommittee of the CPC, and one of the National Young and Middle-Aged Experts with OutstandingContributions under the National “Talents Project”.Mr. Jin Xuzhi currently serves as Senior Vice President of the Company and CEO and Director ofCSOT. Born in September 1955, he has obtained the Master’s Degree in Material Engineering fromYonsei University in South Korea and MBA from McGill University. He worked in LGSemiconductor Co., Ltd. and served as Deputy General Manager in LG Display (formerly known asLG Philips LCD) and Head of the IT Business Division. From April 2009 to March 2010, he servedas Senior Consultant in Fuhrmeister Electronics. He joined in the Company in March 2010 andserved as Senior Vice President, President and CEO of Shenzhen CSOT and General Manager ofWuhan CSOT.Born in November 1974, Mr. Wang Cheng obtained the Bachelor’s Degree in Economics fromHarbin University of Commerce in July 1997 and EMBA from UT Arlington in December 2005.From July 1997 to January 2004, he served as Deputy Director of HR Department in TCLMultimedia Sales Company; from January 2006 to September 2006, he served as Director of the

European Channel Account Department in the OEM Business Center, TTE Strategy, TCLMultimedia; from September 2006 to May 2015, he served as General Manager of TCL MultimediaVietnam Branch, General Manager of the Overseas Business Center and Vice President of TCLMultimedia; from June 2015 to July 2016, he served as HR Director in TCL Corporation; fromAugust 2016 to November 2017, he served as General Manager of the Supply Chain ManagementCenter in TCL Multimedia; from January 2017 to October 2017, he served as COO of TCLMultimedia; from February 2017 to July 2018, he served as General Manager of the ChineseBusiness Division in TCL Multimedia; from March 2017 to February 2018, he served as VicePresident of TCL Corporation. From October 2017 till now, he serves as CEO of TCL Multimedia(later changed to TCL Electronics); from March 2018 to January 2019, he served as Senior VicePresident of TCL Corporation; from July 2018 till now, he serves as CEO of TCL Communication.

Offices held concurrently in shareholding entities:

NameShareholding entityOffice held in the shareholding entityStart of tenureEnd of tenureRemuneration or allowance from the shareholding entity
Li DongshengXinjiang Jiutian Liancheng Equity Investment Partnership (Limited Partnership)Assigned representative of the managing partnerAugust 2014OngoingNone
He JinleiChina Development Bank Capital Co., Ltd.Vice PresidentDecember 2011OngoingYes
Liu BinHuizhou Investment Holding Co., Ltd.Chairman of the Board and General ManagerMay 2015OngoingYes
Wu XiaohuiGuangdong Guangxin Holdings Group Ltd.General Manager/Deputy Party Secretary/DirectorMarch 2016OngoingYes
He ZhuohuiHuizhou Investment Holding Co., Ltd.Full-Time Deputy Secretary and DirectorDecember 2012OngoingYes
Qiu HaiyanHuizhou Investment Holding Co., Ltd.Employee DirectorFebruary 2014OngoingYes
NoteNot applicable

Offices held concurrently in other entities:

NameOther entityOffice held in the entityStart of tenureEnd of tenureRemuneration or allowance from the entity
Li DongshengTencent Holdings LimitedIndependent Non-Executive DirectorApril 2004OngoingYes
Legrand in FranceIndependent DirectorMay 2013OngoingYes
Fantasia Holdings Group Co., LimitedNon-Executive DirectorJanuary 2014OngoingYes
Liu BinHuizhou Financing Guaranty Co., Ltd.Chairman of the BoardAugust 2015OngoingNo
Zhou GuofuPhilips Research in the NetherlandsSenior advisorJanuary 2011OngoingNo
Eindhoven University of Technology in the NetherlandsSpecial Term Professor and Science ConsultantApril 2012OngoingNo
South China Academy of Advanced Optoelectronics of South China Normal UniversityProfessor and DeanApril 2011OngoingYes
Lu XinJinan UniversityProfessorJanuary 2004OngoingYes
Kingfa Sci. & Tech. Co., Ltd.Independent DirectorMay 2014OngoingYes
Gree Electric Appliances Inc.Independent DirectorJune 2015OngoingYes
Yan YanSAIF PartnersFounding Managing PartnerOctober 2001OngoingNo
China Resources Land LimitedIndependent Non-Executive DirectorJuly 2006OngoingYes
Guodian Technology and Environment Group Corporation LimitedNon-Executive DirectorJune 2012OngoingNo
Bluefocus Intelligent Communications Group Co., Ltd.Independent DirectorMarch 2014OngoingYes
ATA Inc.DirectorMarch 2005OngoingYes
Liu XunciHuizhou UniversityProfessorJanuary 2006OngoingYes
Huang XubinBank of ShanghaiNon-Executive DirectorSeptember 201515 January 2019No
Liao QianFantasia Holdings Group Co., LimitedNon-Executive DirectorMarch 2017OngoingYes
Shenzhen Jiawei Photovoltaic Lighting Co., Ltd.Independent DirectorNovember 2016OngoingYes
NoteNot applicable

Punishments imposed in the recent three years by the securities regulator on the incumbent directors, supervisors and seniormanagement as well as those who left in the Reporting Period:

□ Applicable ■ Not applicable

IV Remuneration of Directors, Supervisors and Senior ManagementDecision-making procedure and determination basis of remuneration for directors, supervisors andsenior management:

The allowances for directors and supervisors have been approved at the Fourth ExtraordinaryGeneral Meeting of 2011 on 14 July 2011. And the remuneration of senior management isdetermined as per the Company’s remuneration management rules.The remuneration and allowances of directors:

The remuneration and allowances of executive directors: As the Company pays remuneration toexecutive directors, it shall not pay additional allowances to them. The remuneration of five of theexecutive directors is determined as per the Company headquarters’ remuneration managementrules.The allowances and other payments to independent non-executive directors: The allowance for eachindependent non-executive director is RMB160,000/year (tax inclusive), and the allowance for theconvener of the Audit Committee is RMB200,000/year (tax inclusive). And the Company shall bearthe travel expense arising from the independent directors’ attending the Company’s board andgeneral meetings, as well as other expenses arising from independent directors’ exercising theirfunctions and powers as per the Company’s Articles of Association.The remuneration and allowances of supervisors:

The allowance for the Chairman of the Supervisory Committee is RMB160,000/year (tax inclusive);the allowance for the shareholder supervisor is RMB100,000/year (tax inclusive); and as the

Company pays remuneration to the employee supervisor, it shall not pay additional allowances tohim/her.

Unit: RMB'000

NameOffice titleGenderAgeIncumbent/FormerTotal before-tax remuneration from the CompanyAny remuneration from related party
Li DongshengChairman of the Board and CEOMale61Incumbent2,991.1
He JinleiVice Chairman of the BoardMale45Incumbent0No
Liu BinVice Chairman of the BoardMale49Incumbent160.0Yes
Du JuanDirector and COOFemale48Incumbent1,213.6
Bo LianmingDirector and PresidentMale55Former2,485.9
Huang XubinDirector and CFOMale53Incumbent1,845.7
Huang WeiDirector and Senior Vice PresidentMale56Incumbent1,527.3
Liao QianDirector and Board SecretaryMale38Incumbent1,087.5
Wu XiaohuiDirectorFemale47Incumbent0
Yan YanIndependent DirectorMale62Incumbent160.0
Lu XinIndependent DirectorFemale56Incumbent200.0
Zhou GuofuIndependent DirectorMale55Incumbent160.0
Liu XunciIndependent DirectorMale60Incumbent160.0
He ZhuohuiChairman of the Supervisory CommitteeMale53Incumbent160.0Yes
Qiu HaiyanSupervisorFemale38Incumbent100.0Yes
Mao TianxiangSupervisorMale44Incumbent432.5
Jin XuzhiSenior Vice PresidentMale64Incumbent9,868.4
Yan XiaolinCTOMale52Incumbent1,772.5
Wang ChengSenior Vice PresidentMale44Incumbent1,539.4
Total----------

Equity incentives for directors, supervisors and senior management in the Reporting Period:

□ Applicable ■ Not applicable

V Employees

1. Number, Functions and Educational Backgrounds of Employees

Number of in-service employees of the Company as the parent220
Number of in-service employees of major subsidiaries89,530
Total number of in-service employees89,750
Total number of paid employees in the Reporting Period89,750
Number of retirees to whom the Company as the parent or its major subsidiaries need to pay retirement pensions184
Functions
FunctionEmployees
Production49,216
Sales13,738
R&D and technical12,481
Financial1,295
Administrative1,182
Managerial3,029
Other8,809
Total89,750
Educational backgrounds
Educational backgroundEmployees
Doctorate degree246
Master’s degree2,759
Bachelor’s degree16,875
Junior college7,259
Senior high school/technical secondary school9,016
Junior high school and below1,716
Total37,871
Note: The table above excludes operating workers.

2. Employee Remuneration Policy

The Company implements the remuneration management principle of “determining position byresponsibilities, determining salary by position and determining remuneration by performance”.

Fixed income is determined based on position assessment, variable income is determined based onperformance appraisal and a remuneration distribution mechanism oriented by position andperformance is established inside the Company.

3. Employee Training Plans

Established in 2015, TCL University aims to help enterprises to implement the Double Plusstrategic transformation. Based on strategies and performances, the University facilitates the growthof enterprises. It combines corporate management wisdom and best business practice and convertsthe core concept of TCL into learners’ behaviors and abilities to help them with their development;it establishes a communication platform for ambitious and competent employees of the wholeCompany and assists in the implementation of innovation projects. It has developed more than 80%of middle management professionals for enterprises. In 2018, on the basis of providing servicesinternally, TCL University started to undertake business from external parties with an aim to allowcorporate learning to become a driving force of business.

4. Labor Outsourcing

□ Applicable ■ Not applicable

Part VIII Corporate Governance

I General Information of Corporate GovernanceSince it was listed, the Company has been attaching great importance to corporate governance anddedicated to the establishment and refinement of internal control policies. So far, it has establishedan organization structure that accommodates the Company’s business scale and businessmanagement needs. At the same time, it observes the principle of separating incompatible duties,sets up departments and positions in a reasonable manner, plans responsibilities and authorizationscientifically and forms an internal control system with well-defined duties and responsibilities,mutual cooperation and mutual restraints. The Company has comprehensive audit and internalcontrol policies, especially in terms of internal audit, in respect of which the hierarchies areclear-cut and the duties and responsibilities are well-defined, which can effectively prevent Grouprisks; the Company has purchased liabilities insurance for its directors, supervisors and seniormanagement for seven consecutive years; although the shareholding proportion of its majorityshareholders is less than 30%, the Company still adopts the cumulative voting system in theelection of directors and supervisors, which is higher than the standards of corporate governanceand effectively protects the voting rights of minority shareholders; in addition, the Company’sBoard of Supervisors works with diligence and the supervisors go deep into corporate research andproactively propose management suggestions, which effectively refine the Company’s internalgovernance mechanism; by establishing new management policies, the Company continues toimprove its information disclosure management and investor relationship management; theCompany is passionate about commonweal and establishes donation funds for public benefits andall those measures have enabled the Company to stand in the industry leading position for itsgovernance level.During the Reporting Period, in accordance with the Company Law, the Securities Law, the Code ofCorporate Governance for Listed Companies and other relevant laws and regulations, the Companycontinued to refine its governance structure and further standardized its operations to comply withthe requirements of related laws and regulations. During the Reporting Period, the Company’sdirectors, supervisors and senior management furthered their learning of regulations and documents

in respect of the corporate governance for listed companies, strengthened their self-discipline anddiligence, and faithfully safeguarded the interests of all shareholders, in particular the minorityshareholders.Currently, there is no difference between the actual status of the Company’s corporate governancestructure and the standard documents on the corporate governance for listed companies publishedby China Securities Regulatory Commission. The names of the policies are shown in the followingtable and all the policies have been published on www.cninfo.com.cn.

Category of rulesTitle of rules
Articles of AssociationThe Articles of Association of TCL Corporation
Dividend rulesThe Dividend Rules of TCL Corporation
The Shareholder Return Plan for 2017-2020 of TCL Corporation
Information disclosure rulesThe Rules Governing the Shareholdings of Directors, Supervisors and Senior Management in TCL Corporation and Changes therein
The Rules Governing the Registration of Information Insiders of TCL Corporation
The Accountability Rules for Material Errors in Annual Report Disclosure of TCL Corporation
The Rules Governing External Users of Information of TCL Corporation
The Rules Governing Investor Relations of TCL Corporation
The Work Rules for Independent Directors Concerning Annual Reports of TCL Corporation
The Reception and Promotional Work Rules of TCL Corporation
The Rules Governing Internal Reporting of Significant Information of TCL Corporation
The Work Rules for the Board Secretary of TCL Corporation
The Rules Governing Information Disclosure of TCL Corporation
Governance and operation rulesThe Rules of Procedure for the General Meeting of TCL Corporation
The Rules of Procedure for the Supervisory Committee of TCL Corporation
The Rules of Procedure for the Board of Directors of TCL Corporation
The Work Rules for the Independent Directors of TCL Corporation
The Rules Governing the Use of Raised Funds of TCL Corporation
The Rules of Procedure for the Audit Committee under the Board of Directors of TCL Corporation
The Rules of Procedure for the Remuneration and Appraisal Committee under the Board of Directors of TCL Corporation
The Specific Work Rules for the CEO of TCL Corporation
The Rules of Procedure for the Nomination Committee under the Board of Directors of TCL Corporation
The Rules of Procedure for the Strategy Committee under the Board of Directors of TCL Corporation
Internal control rulesThe Rules Governing Major Investments of TCL Corporation
The Internal Control Rules for Venture Capital of TCL Corporation
The Rules Governing Securities Investment of TCL Corporation
The Internal Control Rules for Investment in Derivative Financial Instruments of TCL Corporation
The Internal Control Rules for the Online New Share Subscription of TCL Corporation
The Internal Control Rules for the Entrusted Wealth Management of TCL Corporation
The Work Procedures for the Annual Audit by the Audit Committee under the Board of Directors of TCL Corporation
The Internal Control Rules for the Online New Share Subscription of TCL
Corporation
The Majority-Owned Subsidiary Management Measures of TCL Corporation
The Rules Governing the Related-Party Transactions of TCL Corporation
The Rules Governing the Guarantees Provided for External Parties of TCL Corporation
The Internal Control Rules of TCL Corporation
The Internal Audit Charter of TCL Corporation
The Internal Control Evaluation Rules of TCL Corporation

There is no material incompliance with the regulatory documents issued by the CSRC governing thegovernance of listed companies.

Special corporate governance campaigns, as well as the formulation and implementation ofthe rules governing the registration of information insiders:

Upon various special checks of corporate governance by the CSRC and work conferences on thegovernance of listed companies, the Company has revised its Articles of Association, RulesGoverning the Guarantees Provided for External Parties, and the Internal Control Rules forInvestments in Derivative Financial Instruments. The rules strictly standardize the Company’sbehaviors and protect the interests of investors.The following rules have been revised in 2018 so as to further improve corporate governance:

Title of rules
RevisedThe Articles of Association of TCL Corporation
RevisedThe Rules Governing the Guarantees Provided for External Parties of TCL Corporation
RevisedThe Internal Control Rules for Investment in Derivative Financial Instruments of TCL Corporation

II The Company’s Independence from Its Controlling Shareholder in Business, Personnel,Asset, Organization and Financial Affairs

□ Applicable ■ Not applicable

III Horizontal Competition

□ Applicable ■ Not applicable

IV Annual and Extraordinary General Meetings Convened during the Reporting Period

1. General Meeting Convened during the Reporting Period

MeetingTypeInvestor participation ratioDate of the meetingDisclosure dateIndex to disclosed information
The First Extraordinary General Meeting of 2018Combination of on-site and online voting37.36%19 March 201820 March 2018http://www.cninfo.com.cn
The 2017 Annual General MeetingCombination of on-site and online voting40.57%18 May 201819 May 2018
The Second Extraordinary General Meeting of 2018Combination of on-site and online voting37.04%6 June 20187 June 2018
The Third Extraordinary General Meeting of 2018Combination of on-site and online voting33.45%18 August 201819 August 2018
The Fourth Extraordinary General Meeting of 2018Combination of on-site and online voting36.05%12 September 201813 September 2018
The Fifth Extraordinary General Meeting of 2018Combination of on-site and online voting36.03%13 November 201814 November 2018

2. Extraordinary General Meetings Convened at the Request of Preferred Shareholders with ResumedVoting Rights

□ Applicable ■Not applicable

V Performance of Duty by Independent Directors in the Reporting Period

1. Attendance of Independent Directors at Board Meetings and General Meetings

Independent directorTotal number of board meetings the independent director was eligible to attendBoard meetings attended on siteBoard meetings attended by way of telecommunicationBoard meetings attended through a proxyBoard meetings the independent director failed to attendThe independent director failed to attend two consecutive board meetings (yes/no)General meetings attended
Lu Xin83500No1
Zhou Guofu81700No0
Yan Yan80800No0
Liu Xunci83500No5

2. Objections Raised by Independent Directors on Matters of the Company

No such cases in the Reporting Period.

3. Other Information about the Performance of Duty by Independent Directors

In the Reporting Period, in strict accordance with the applicable laws and regulations, as well as theCompany’s Articles of Association, the independent directors of the Company paid attention to theCompany’s operations and faithfully fulfilled their duties as independent directors. They putforward a lot of valuable, professional advice regarding the improvement of the Company’s rulesand daily operating decision-making. They issued their independent and fair opinion on the mattersof the Company that required their opinion. Therefore, they have played their part in improving theCompany’s supervision mechanism, as well as in protecting the legal interests of the Company andits shareholders.

Issue date of opinionMatterType of opinion
2 March 2018The Top 400 and Key Personnel Stock Ownership Plan and the Global Partner Plan of TCL Corporation (Draft) and its Summary, The 2018 Restricted Stock Incentive Plan and the Global Innovation Partner Plan of TCL Corporation (Draft) and its Summary, and the nomination of director candidates and the engagement of senior managementConsent
22 March 2018The adjustments to The 2018 Restricted Stock Incentive Plan and the Global Innovation Partner Plan of TCL Corporation, and the grant of restricted shares to the awardeesConsent
28 April 2018The 2017 Annual Profit Distribution Plan, the Proposal on the Engagement Renewal of the CPA Firm, the 2017 Annual Internal Control Evaluation Report, the Proposal on the Estimated Continuing Related-Party Transactions in 2018, The Proposal on the Guarantee Line for Subsidiaries in 2018, the Proposal on the Adjustment to theConsent
Issue date of opinionMatterType of opinion
Investment Line of Derivative Financial Instruments, the Special Statement on the Capital Occupation by the Controlling Shareholder or Other Related Parties and the Guarantees Provided for External Parties, the derivative financial instrument transactions carried out by the Company in 2017, and the changes to the Company’s accounting policies
23 August 2018The adjustments to the CSOT Housing ProgramConsent
29 August 2018The Proposal on the Adjusted Guarantee Line for Subsidiaries, and the derivative financial instrument transactions carried out by the Company in H1 2018Consent
The Special Statement on the Capital Occupation by the Controlling Shareholder or Other Related Parties and the Guarantees Provided for External PartiesConsent
30 October 2018The Proposal on the Adjusted Guarantee Line for Subsidiaries, the Proposal on the Changes to the Accounting Policies, and the derivative financial instrument transactions carried out by the Company in Q1~Q3 2018Consent
8 December 2018The major asset sale and related-party transaction, the evaluation in the transaction, the related-party transactions between the Company and the transaction counterparty upon the completion of the major asset sale, the continued provision of guarantees by the Company for the target companies of the major asset sale, and the lendings and borrowings between the Company and the target companies of the major asset saleConsent

VI Performance of Duty by Specialized Committees under the Board in the Reporting Period1. Performance of Duty by the Audit CommitteeIn the principle of being diligent, pragmatic and realistic, all the members of the Audit Committeeunder the Board proactively pushed forward the 2018 annual audit. During the annual audit, theAudit Committee convened four meetings to review the audit plan and the financial statements. Italso fully communicated with the accountants responsible for the annual audit. Two letters wereissued to urge the auditor to carry out the audit in strict compliance with the audit plan.The Audit Committee summarized the 2018 annual audit carried out by Da Hua Certified PublicAccountants (Special General Partnership) as follows:

On 30 January 2019, we reviewed and confirmed the Audit Plan of the Internal Control of TCLCorporation in 2018 and the Audit Plan of the 2018 Annual Financial Statements of TCLCorporation submitted by Da Hua Certified Public Accountants (Special General Partnership), theindependent auditor for the year 2018.In October 2018, the auditor started the pre-audit of the annual report. On 2 January 2019, the

auditor came to the Company and started the official audit. Afterwards, according to the audit plan,we emailed and called a few times to learn about and urge the audit progress, as well as went to theaudit site to offer advice and urge the audit progress. We issued Urge Letters on 5 and 13 March2019 respectively to ask the auditor to carry out the audit in accordance with the audit plan, as wellas to raise the following major questions: 1. whether the Company’s accounting statements wereprepared in strict compliance with the Chinese Accounting Standards for Business Enterprises, theCompany’s financial rules, as well as the applicable laws and regulations; 2. whether theCompany’s accounting treatments needed to be improved; and 3. whether the Company providedsufficient materials as required by the auditor. The auditor replied to these questions in a timelymanner.On 19 March 2019, we reviewed the unaudited 2018 annual financial statements of the Companyand agreed that the 2018 annual audit should be carried out based on the said financial statements.On 19 March 2019, the auditor issued a preliminary “unmodified unqualified” audit opinion on theCompany’s financial statements, to which we agreed.We believed that Da Hua Certified Public Accountants (Special General Partnership), theindependent auditor for the year 2018, provided audit service for the Company in a diligent andresponsible way. It completed the audit in strict accordance with the audit plan. The auditedfinancial statements were a factual and complete reflection of the Company’s financial position as at31 December 2018, as well as the operating results and cash flows of the year then ended. The auditopinion they issued factually reflected the Company’s realities. On 19 March 2019, the AuditCommittee convened a meeting, where the following proposals were approved and submitted to theBoard for further review: The 2018 Annual Financial Report, the Summary Report of the AuditCommittee under the Board Regarding the 2018 Annual Audit Carried out by Da Hua CertifiedPublic Accountants (Special General Partnership), and the Proposal on the Renewal of theEngagement of Da Hua Certified Public Accountants (Special General Partnership) as theIndependent Auditor for 2019.2. Performance of Duty by the Nomination CommitteeDuring the Reporting Period, the Nomination Committee convened one meeting, where theProposal on the Nomination of a Director Candidate for the Sixth Board was reviewed and Ms. Du

Juan was nominated as a director.3. Performance of Duty by the Remuneration and Appraisal CommitteeDuring the Reporting Period, the Remuneration and Appraisal Committee convened one meeting,where The 2018 Restricted Stock Incentive Plan and the Global Innovation Partner Plan of TCLCorporation (Draft) and other proposals were reviewed.

VII Performance of Duty by the Supervisory Committee

Indicate whether the Supervisory Committee found any risk to the Company during its supervision in the Reporting Period.□ Yes ■ No

MeetingDate of the meetingSupervisor presentProposal reviewed at the meetingResolutionIndex to the disclosed resolutionDisclosure date
The Third Meeting of the Sixth Supervisory Committee3 March 2018He Zhuohui Qiu Haiyan Mao Tianxiang1. The Top 400 and Key Personnel Stock Ownership Plan and the Global Partner Plan of TCL Corporation (Draft) and its summary; 2. The 2018 Restricted Stock Incentive Plan and the Global Innovation Partner Plan of TCL Corporation (Draft) and its summary; 3. The Implementation and Appraisal Measures for the 2018 Restricted Stock Incentive Plan and the Global Innovation Partner Plan ofResolutions of the Third Meeting of the Sixth Supervisory Committeehttp://www.cninfo.com.cn4 March 2018
TCL Corporation; and 4. Examination of the awardee list for the 2018 Restricted Stock Incentive Plan.
The Fourth Meeting of the Sixth Supervisory Committee21 March 2018He Zhuohui Qiu Haiyan Mao Tianxiang1. Adjustments to the 2018 Restricted Stock Incentive Plan and the Global Innovation Partner Plan; and 2. Granting of restricted stock to the awardees.Resolutions of the Fourth Meeting of the Sixth Supervisory Committee22 March 2018
The Fifth Meeting of the Sixth Supervisory Committee27 April 2018He Zhuohui Qiu Haiyan Mao Tianxiang1. The 2017 Annual Work Report of the Supervisory Committee; 2. The 2017 Annual Financial Report; 3. The 2017 Annual Report and its summary; 4. The First Quarter Report 2018 and its summary; 5. The 2017 Annual Internal Control Evaluation Report; 6. The Social Responsibility & Sustainable Development 2017; 7. The proposal on the write-off of the doubtful accounts in 2017; 8. TheResolutions of the Fifth Meeting of the Sixth Supervisory Committee28 April 2018
proposal on changes to the accounting policies; and 9. The proposal on profit distribution.
The Sixth Meeting of the Sixth Supervisory Committee27 August 2018He Zhuohui Qiu Haiyan Mao Tianxiang1. Interim Report 2018 and its summaryResolutions of the Sixth Meeting of the Sixth Supervisory Committee28 August 2018
The Seventh Meeting of the Sixth Supervisory Committee29 October 2018He Zhuohui Qiu Haiyan Mao Tianxiang1. Third Quarter Report 2018 and its summary; and 2. The proposal on accounting policy changes.Resolutions of the Seventh Meeting of the Sixth Supervisory Committee30 October 2018
The Eighth Meeting of the Sixth Supervisory Committee7 December 2018He Zhuohui Qiu Haiyan Mao Tianxiang1. Being eligible for a major asset sale; 2. The major asset sale and related-party transaction plan; 3. The transaction being a related-party transaction; 4. The Major Asset Sale and Related-Party Transaction Report (Draft) and its summary; 5. Signing the Major Asset Sale Agreement with the transaction counterparty, which was conditionally effective; 6. The continuingResolutions of the Eighth Meeting of the Sixth Supervisory Committee8 December 2018

The Supervisory Committee raised no objections in the Reporting Period.

VIII Appraisal of and Incentive for Senior ManagementDuring the Reporting Period, the Company carried out performance appraisal and competenceexamination on managers. The KPI (key performance indicators) system was used for performanceappraisal. In respect of the team led by each manager, the key factors of performance appraisalincluded phased goals of strategic transformation and operating indicators of the current period(such as profits, cash flow, products and service quality); the comprehensive results of theaccomplishment of each goal were considered as the main basis for motivating managers. In thatway, corporate strategies were converted into internal management activities through the process ofgoal settings, implementation and accomplishment to steer the work orientation of all systems of theCompany and serve the purpose of enhancing the overall efficiency of the Company. Leaderexamination consisted of four dimensions of assessment, being leader’s performance, competence,experience and quality (potential, personality and aspiration/values). An annual examination reportfor leaders was generated through annual performance assessment, virtual assessment center,

360-degree behavior interview or online assessment, supported by key experience, personality ormanagement style assessment, which served as the main basis for appraising, appointing anddismissing leaders.IX Internal Control

1. Material Internal Control Weaknesses Identified for the Reporting Period

□ Yes ■ NoNo such cases in the Reporting Period.

2. Internal Control Self-Evaluation Report

Disclosure date of the internal control self-evaluation report20 March 2019
Index to the disclosed internal control self-evaluation reporthttp://www.cninfo.com.cn
Evaluated entities’ combined assets as % of consolidated total assets94%
Evaluated entities’ combined operating revenue as % of consolidated operating revenue91%
Identification standards for internal control weaknesses
TypeWeaknesses in internal control over financial reportingWeaknesses in internal control not related to financial reporting
Nature standardMaterial weaknesses: (1) an invalid control environment; (2) fraud of directors, supervisors and senior management; (3) any material misstatement of the financial reporting of the current period which is identified by the registered accountants but the Company fails to do so; and (4) invalid internal control supervision by the Audit Committee and the internal audit organ. Serious weaknesses: A single weakness or a group of weaknesses which are less serious than a material weakness but could still cause deviation from the control objectives Common weaknesses: Other internal control weaknesses that are neither material nor seriousMaterial weaknesses: (1) material violations of the country’s laws or regulations in the Company’s operating activities; (2) any material decision-making error that is caused by an irrational decision-making procedure and causes material property loss to the Company; (3) a massive loss of the key managerial or technical personnel; and (4) frequent negative news coverage that causes great concern of the regulatory administration and a material long-lasting impact on the Company’s brand and reputation. Serious weaknesses: A single weakness or a group of weaknesses which are less
serious than a material weakness but could still cause deviation from the control objectives Common weaknesses: Other internal control weaknesses that are neither material nor serious
Quantitative standardMaterial weaknesses: misstatements≥ 5% of profit before tax; Serious weaknesses: 3% of profit before tax≤misstatements <5% of profit before tax; Common weaknesses: misstatements <3% of profit before taxNot applicable
Number of material weaknesses in internal control over financial reporting0
Number of material weaknesses in internal control not related to financial reporting0
Number of serious weaknesses in internal control over financial reporting0
Number of serious weaknesses in internal control not related to financial reporting0

X Independent Auditor’s Report on Internal Control

Opinion paragraph in the independent auditor’s report on internal control
In our opinion, TCL Corporation maintained, in all material respects, effective internal control over financial reporting as of 31 December 2018, based on the Basic Rules on Enterprise Internal Control and other applicable rules.
Independent auditor’s report on internal control disclosed or notThe Internal Control Audit Report of TCL Corporation disclosed on http://www.cninfo.com.cn dated 20 March 2019
Disclosure date20 March 2019
Index to such report disclosedhttp://www.cninfo.com.cn
Type of the auditor’s opinionUnmodified opinion
Material weaknesses in internal control not related to financial reportingNone

Indicate whether any modified opinion is expressed in the independent auditor’s report on the Company’s internal control.□ Yes ■ NoIndicate whether the independent auditor’s report on the Company’s internal control is consistent with the internal controlself-evaluation report issued by the Company’s Board.■ Yes □ No

TCL Corporation Annual Report 2018

Part IX Corporate Bonds

I General Information of Corporate Bonds

Bond nameAbbr.Bond codeValue dateMaturityBalance (RMB’000)Coupon rateWay of principal repayment and interest payment
TCL Corporation’s Corporate Bonds Publicly Offered in 2016 to Qualified Investors (Phase 1) (Type 1)16TCL0111235216 March 201616 March 20192,500,0003.08%Interest payable annually and principal repayable in full upon maturity
TCL Corporation’s Corporate Bonds Publicly Offered in 2016 to Qualified Investors (Phase 1) (Type 2)16TCL0211235316 March 201616 March 20211,500,0003.56%Interest payable annually and principal repayable in full upon maturity
TCL Corporation’s Corporate Bonds Publicly Offered in 2016 to Qualified Investors (Phase 2)16TCL031124097 July 20167 July 20212,000,0003.50%Interest payable annually and principal repayable in full upon maturity
TCL Corporation’s Corporate Bonds Publicly Offered in 2017 to Qualified Investors (Phase 1)17TCL0111251819 April 201719 April 20221,000,0004.80%Interest payable annually and principal repayable in full upon maturity
TCL Corporation’s Corporate Bonds Publicly Offered in 2017 to Qualified Investors (Phase 2)17TCL021125427 July 20177 July 20223,000,0004.93%Interest payable annually and principal repayable in full upon maturity
TCL Corporation’s18TCL011127176 June 20186 June 20231,000,0005.48%Interest payable
Corporate Bonds Publicly Offered in 2018 to Qualified Investors (Phase 1)annually and principal repayable in full upon maturity
TCL Corporation’s Corporate Bonds Publicly Offered in 2018 to Qualified Investors (Phase 2)18TCL0211274720 August 201820 August 20232,000,0005.3%Interest payable annually and principal repayable in full upon maturity
Place for bond listing and tradingShenzhen Stock Exchange
Investor eligibilityThese bonds are for qualified investors only.
Interest payment and principal repayment during Reporting Period1. The interest for the period from 16 March 2017 to 15 March 2018 on “16TCL01” and “16TCL02” was paid on 16 March 2018. 2. The interest for the period from 19 April 2017 to 18 April 2018 on “17TCL01” was paid on 19 April 2018. 3. The interest for the period from 7 July 2017 to 6 July 2018 on “16TCL03” was paid on 9 July 2018. 4. The interest for the period from 7 July 2017 to 6 July 2018 on “17TCL02” was paid on 9 July 2018.
Where the bond carries any issuer or investor option clause, interchangeable clause or other special clauses, give the execution details (if applicable) of these clauses during the Reporting Period1. TCL Corporation’s Corporate Bonds Publicly Offered in 2017 to Qualified Investors (Phase 1) is of a five-year term, with the issuer’s call option, the issuer’s coupon rate adjustment option and the investors’ sell-back option at the end of the third year. The interest payment day is April 19 from 2018 to 2022 (the subsequent first trading day if it is a statutory holiday or rest day, with no additional interest for the postponement). If an investor chooses to exercise the sell-back option, the interest payment day for the sold-back bonds is April 19 from 2018 to 2020 (the subsequent first trading day if it is a statutory holiday or rest day, with no additional interest for the postponement). 2. TCL Corporation’s Corporate Bonds Publicly Offered in 2017 to Qualified Investors (Phase 2) is of a five-year term, with the issuer’s call option, the issuer’s coupon rate adjustment option and the investors’ sell-back option at the end of the third year. The interest payment day is July 7 from 2018 to 2022 (the subsequent first trading day if it is a statutory holiday or rest day, with no additional interest for the postponement). If an investor chooses to exercise the sell-back option, the interest payment day for the sold-back bonds is July 7 from 2018 to 2020 (the subsequent first trading day if it is a statutory holiday or rest day, with no additional interest for the postponement). 3. TCL Corporation’s Corporate Bonds Publicly Offered in 2018 to Qualified Investors (Phase 1) is of a five-year term, with the issuer’s call option, the issuer’s coupon rate adjustment option and the investors’ sell-back option at the end of the third year. The interest payment day is June 6 from 2019 to 2023 (the subsequent first trading day if it is a statutory holiday or rest day, with no additional interest for the postponement). If an investor chooses to exercise the sell-back option, the interest payment day for the sold-back bonds is June 6 from 2019 to 2021 (the subsequent first trading day if it is a statutory holiday or rest day, with no additional interest for the postponement). 4. TCL Corporation’s Corporate Bonds Publicly Offered in 2018 to Qualified Investors (Phase 2) is of a five-year term, with the issuer’s call option, the issuer’s coupon rate adjustment option and the investors’ sell-back option at the end of the third year. The interest payment day is August 20 from 2019 to 2023 (the subsequent first trading day if it is a statutory holiday or rest day, with no additional interest for the postponement). If an investor chooses to exercise the sell-back option, the interest payment day for the sold-back bonds is August 20 from 2019 to 2021 (the subsequent first trading day if it is a statutory holiday or rest day, with no additional interest for the postponement).

II Bond Trustee and Credit Rating Agency

NameGuotai Junan Securities Co., Ltd.Office address35/F, New World Center, 6009 Yitian Road, Shenzhen, Guangdong ProvinceContact personZhang ChongzhenTel.0755-23976367
Credit rating agency which conducted follow-up ratings for bonds during Reporting Period:
NameChina Chengxin Securities Rating Co., Ltd.Office addressRoom 968, Tower 1, 599 Xinye Road, Qingpu District, Shanghai
Where the bond trustee or credit rating agency was changed during the Reporting Period, explain the reasons, the executed procedures, the impact on investors’ interests, etc. (if applicable)Not applicable

III Utilization of Funds Raised through Corporate Bonds

Utilization of funds raised through corporate bonds and procedures executedThe raised funds were used to supplement the working capital and repay debt, which is in strict compliance with the prospectus. And with the authorization of the Board and the general meeting, the related internal decision-making procedure was executed according to the relevant rules approved by the Board and the general meeting.
Ending balance (RMB’000)0
Operation of special account for raised fundsThe Company has signed the Escrow Account Agreement for the Funds Raised through TCL Corporation’s Corporate Bonds Publicly Offered in 2015 to Qualified Investors, the Escrow Account Agreement for the Funds Raised through TCL Corporation’s Corporate Bonds Publicly Offered in 2017 to Qualified Investors (Phase 1), the Escrow Account Agreement for the Funds Raised through TCL Corporation’s Corporate Bonds Publicly Offered in 2017 to Qualified Investors (Phase 2), the Escrow Account Agreement for the Funds Raised through TCL Corporation’s Corporate Bonds Publicly Offered in 2018 to Qualified Investors (Phase 1) and the Escrow Account Agreement for the Funds Raised through TCL Corporation’s Corporate Bonds Publicly Offered in 2018 to Qualified Investors (Phase 2) with China Development Bank (Guangdong branch) and the Industrial and Commercial Bank of China (Huizhou branch) to ensure that the raised funds will be used as earmarked.
Whether the utilization of raised funds is in line with the promised usages, utilization plan or other promises in the prospectusYes

IV Rating Results of Corporate BondsAccording to the Credit Rating Report on TCL Corporation’s Corporate BondsPublicly Offered in 2018 to Qualified Investors (Phase 1) issued by China ChengxinSecurities Rating Co., Ltd. on 28 May 2018, TCL Corporation was rated AAA with a“Stable” outlook, and the said bonds were also rated AAA. According to theFollow-up Rating Report (2018) on TCL Corporation’s Corporate Bonds PubliclyOffered in 2016 to Qualified Investors (Phase 1 and 2) issued by China ChengxinSecurities Rating Co., Ltd. on 25 June 2018, the AAA credit status of TCLCorporation and the said bonds was affirmed with a “Stable” outlook.According to the Follow-up Rating Report (2018) on TCL Corporation’s CorporateBonds Publicly Offered in 2017 to Qualified Investors (Phase 1 and 2) issued by

China Chengxin Securities Rating Co., Ltd. on 25 June 2018, the AAA credit status ofTCL Corporation and the said bonds was affirmed with a “Stable” outlook.According to the Credit Rating Report on TCL Corporation’s Corporate BondsPublicly Offered in 2018 to Qualified Investors (Phase 2) issued by China ChengxinSecurities Rating Co., Ltd. on 9 August 2018, TCL Corporation was rated AAA with a“Stable” outlook, and the said bonds were also rated AAA.V Credit Enhancement, Repayment Plans and Other Repayment GuaranteeMeasuresNo credit enhancement measures were taken for the Company’s bonds during theReporting Period.The capital for principal repayment and interest payment for the Company’s bonds isprimarily sourced from the revenue, net profit and cash flows arising from its ordinarycourse of business. The repayment guarantee measures include a specialized taskgroup, a strict capital management plan, a bond trustee, the Rules for Bondholders’Meetings, strict information disclosure, and an undertaking to not distribute profits toshareholders, as well as suspend capital expenditures such as major investments inexternal parties and mergers and acquisitions where the Company fails to, orexpectedly fails to, repay the principal and pay the interest on any bonds on time.The Company’s credit enhancement mechanism, repayment plans and otherrepayment guarantee measures remained unchanged during the Reporting Period.VI Meetings of Bondholders Convened during Reporting PeriodNo such cases in the Reporting Period.

VII Performance of Duties by Bond Trustee during Reporting PeriodAs the trustee of the “16TCL01”, “16TCL02”, “16TCL03”, “17TCL01”, “17TCL02”,“18TCL01” and “18TCL02” bonds, Guotai Junan Securities Co., Ltd., in strictaccordance with the applicable laws and regulations including the Measures for theIssue and Trading of Corporate Bonds and the Professional Code of Conduct forCorporate Bond Trustees, keeps a close eye on the Company’s operating, financialand credit conditions to fulfill its duties as a bond trustee and protect the legal rightsand interests of the bondholders. And the bond trustee has no conflicts of interests in

any kind with the Company.VIII Selected Financial Information of the Company in the Past Two Years

Item20182017Change (%)
EBITDA (RMB’000)14,095,91013,395,0505.24%
Current ratio1.021.11-9.0%
Debt/asset ratio (%)68.4266.22Up by 2.2 percentage points
Quick ratio0.670.77Down by 10 percentage points
Debt/EBITDA ratio0.110.13-2%
Interest cover (times)2.42.76-13.0%
Cash-to-interest cover (times)5.465.66-3.7%
EBITDA-to-interest cover (times)5.535.98-7.5%
Debt repayment ratio (%)100.00100.000.00%
Interest payment ratio (%)100.00100.000.00%

IX Principal Repayment and Interest Payment of Other Bonds and DebtFinancing Instruments during the Reporting Period

No.Bond abbreviationPrincipal amountIssue dateMaturityCoupon ratePrincipal repayment and interest payment
113TCL-MTN1RMB500 million2013-1-175 years6.05%Repaid in full on time
215TCL-MTN001RMB500 million2015-4-15 years5.50%The interest for the period from 2 April 2017 to 1 April 2018 was paid on 2 April 2018
313TCL-MTN002RMB500 million2013-8-205 years6.20%Repaid in full on time

Note: The principal repayments and interest payment during the Reporting Period shall be disclosed for any otherbonds or debt financing instruments.

X Credit Lines Granted by Banks, as well as Their Utilization and Repaymentduring the Reporting PeriodThe Company operates in compliance, with a fine credit reputation, strongprofitability and a great ability to repay debt. Additionally, it maintains a long-termpartnership with the China Development Bank, The Export-Import Bank of China, theIndustrial and Commercial Bank of China, etc. As at 31 December 2018, the creditlines granted by the major bank partners to the Company totaled RMB185.568 billion,with RMB62.123 billion utilized and RMB123.445 billion left.During the Reporting Period, there were no defaults on bank loans.

XI Fulfillment of Commitments Made in Bond Prospectuses during ReportingPeriodUp to the date of the approval of this Report for issue, the Company has beenexecuting all the commitments given in its bond prospectuses, without any negativeimpact on the investors caused by the Company’s weak execution of suchcommitments.XII Significant Events during the Reporting PeriodThe major asset sale & related-party transaction report was approved at the 13

th

Meeting of the 6

th

Board on 7 December 2018, and later at the First ExtraordinaryGeneral Meeting of 2019 on 7 January 2019. The major asset sale is currentlyprogressing as scheduled. The transaction price is RMB4.76 billion, not exceeding 10%of the consolidated equity as at 31 December 2018. Therefore, this asset sale is notexpected to have a material negative impact on the Company’s ability to meet its debtobligations.XIII Guarantor for Corporate Bonds

□ Yes ? No

Da Hua Certified Public Accountants (Special General Partnership)

TCL Corporation
Independent Auditor’s Report
Da Hua Shen Zi [2019] No. 000188

TCL Corporation

Independent Auditor’s Report and Financial Statements

(For the year from 1 January 2018 to 31 December 2018)

ContentsPage
IIndependent Auditor’s Report1-8
IIAudited Financial Statements
1.Consolidated Balance Sheet1-2
2.Consolidated Income Statement3
3.Consolidated Cash Flow Statement4-5
4.Consolidated Statement of Changes in Shareholders’ Equity6-8
5.Balance Sheet of the Company as the Parent9-10
6.Income Statement of the Company as the Parent11
7.Cash Flow Statement of the Company as the Parent12-13
8.Statement of Changes in Shareholders’ Equity of the Company as the Parent14-15
9.Notes to Financial Statements16-177

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Independent Auditor’s Report

Da Hua Shen Zi [2019] No. 000188

To the Shareholders of TCL CorporationI OpinionWe have audited the financial statements of TCL Corporation (the “Company”),which comprise the consolidated and parent company (the Company as the parentexclusive of subsidiaries) balance sheets as at 31 December 2018, the consolidatedand parent company statements of income, cash flows and changes in shareholders’equity for the year then ended, as well as the notes to the financial statements.In our opinion, the financial statements referred to above present fairly, in all materialrespects, the consolidated and parent company financial position of the Company at31 December 2018, and the consolidated and parent company operating results andcash flows for the year then ended, in conformity with the Chinese AccountingStandards (CAS).II Basis for OpinionWe conducted our audits in accordance with the Audit Standards for ChineseRegistered Accountants. Our responsibilities under those standards are furtherdescribed in the Auditor’s Responsibilities for Audit of Financial Statements sectionof our report. We are independent of the Company in accordance with the China Codeof Ethics for Certified Public Accountants, and we have fulfilled our other ethicalresponsibilities in accordance with the said Code of Ethics. We believe that the auditevidence we have obtained is sufficient and appropriate to provide a basis for ouropinion.III Key Audit MattersKey audit matters are those matters that, in our professional judgment, were of mostsignificance in our audit of the financial statements of the current period. Thesematters were addressed in the context of our audit of the financial statements as awhole, and in forming our opinion thereon, and we do not provide a separate opinionon these matters.And key audit matter identified in our audit is summarized as follows:

Da Hua Shen Zi [2019] No. 000188

1. Impairment of accounts receivable2. Inventory impairment3. Revenue recognition(I) Impairment of accounts receivable1. Matter descriptionPlease refer to the accounting policies as stated in 12. “Recognition criteria andwithdrawal method of bad debt provision of accounts receivable” under Note II to thefinancial statements and in 3. Accounts receivable under Note IV to the financialstatements. As at December 31, 2018, the book value of accounts receivable wasRMB13.6 billion, which accounted for around 7% of the total assets and wasclassified as key assets.The management conducted credit risk assessment separately on key accounts on aperiodic basis. In such assessment, focus was placed on the customer’s historicalsettlement records and current payment capacity and consideration was given tospecific information of the customer itself and of its industrial economic environment.In respect of the accounts receivable which did not need separate assessment orshowed no impairment in separate assessment, the management had carried outcombined impairment assessment on the basis of considering the account age analysisof such customer groups and historical records of impairment losses.As the recognition of the recoverability of accounts receivable requires themanagement to identify the matters with impairment and objective evidence, evaluatethe expected future obtainable cash flow and recognize its present value, whichinvolves the management’s adoption of significant accounting estimation andjudgement, and the recoverability of accounts receivable is important to the financialstatements, we identify the recoverability of accounts receivable as a key audit matter.2. Audit responseThe important audit procedures we carried out in respect of the impairment items ofaccounts receivable include:

(1) We understood, evaluated and tested the design and operation of internal control inrespect of the routine management and recoverability assessment of accountsreceivable. The internal control included assessment of customers’ credit risk, processof recovering accounts receivable, identification of events triggering impairment of

Da Hua Shen Zi [2019] No. 000188

accounts receivable and assessment of the amount of bad debt provision;(2) We reviewed the management’s judgement and estimation in assessing therecoverability of accounts receivable and paid attention to whether the managementhad fully identified items with impairment. During the process, we gave considerationto previous payment modes, the actual compliance of credit terms and ourunderstanding of the operating environment and industrial benchmark (especiallyaccount age and overdue accounts receivable);(3) We compared the accounting estimation of bad debt provision in the previousperiod with the actual bad debt losses and the reversal and withdrawal of bad debtprovision in this period to evaluate the reliability and historical accuracy of themanagement’s judgement on the recoverability of accounts receivable and inquiredabout any significant differences with the management.(4) In respect of accounts receivable with the withdrawal of bad debt provision inaccordance with the portfolio of credit risk characteristics, we recalculated the amountof the withdrawal of bad debt provision based on the bad debt policies to review theaccuracy of the amount.(5) We obtained the detailed analysis of the assessment of key accounts’ credit risk,conducted random impairment tests on the accounts receivable with significantindividual amounts and separate withdrawal of bad debt provision, and reviewed thebasis on which the management had evaluated the expected future obtainable cashflow to verify the withdrawal time point of bad debt provision and reasonableness ofamount;(6) We executed independent confirmation procedures in respect of importantaccounts receivable and carried out substitute audit procedures on the accounts withno replies, including conducting post-period collection tests;Based on the audit work executed, we believe that the management’s judgement andestimation in respect of the recoverability of accounts receivable are reasonable.(II) Inventory impairment1. Matter descriptionPlease refer to the accounting policies as stated in 13. “Inventory” under Note II to thefinancial statements and 7. Inventory under Note IV to the financial statements. Thebook value of inventory was around RMB19.9 billion, which was an increase of about54% from the previous period.

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The Company must maintain certain inventories of raw materials and products toensure stable supply. With the accelerated update of LCD module industry andhousehold appliance products, there is a risk of electronic products going outdated.Meanwhile, as manufactured products may not satisfy consumers’ preference, there isa risk of dead inventory. The recognition of provision for falling prices in inventorydepends on the estimation of the net realizable value of inventory, the recognition ofwhich requires the management to make significant judgement and analysis on suchfactors as the future sale price of inventory and the costs to be incurred untilcompletion. Therefore, we identify the provision for falling prices in inventory as akey audit matter.2. Audit responseThe important audit procedures we carried out in respect of inventory impairmentinclude:

(1) We understood and assessed whether the management’s design and operation ofkey internal control in respect of inventory management were effective or not;(2) We assessed important assumptions and evaluations involved in the management’scalculation of the net realizable value, such as the inspection of proof documents forsales price and costs incurred until completion, sales expenses and relevant taxes;(3) We executed examination, recalculation and other audit procedures, especiallyrecalculation of the data related to the net realizable value of inventory;(4) We obtained the list of inventory age in respect of the Company’s inventory. Basedon the product status, we conducted analytical review on inventories of an old age andanalyzed whether the withdrawal of provision for falling prices in inventory wasreasonable;(5) We implemented supervision and random checking on closing inventory toexamine whether there were mass outdated and old-aged inventories;(6) We compared key inventory indicators such as inventory turnover ratio and fallingprice ratio of inventory with the average industrial level to analyze the overallreasonableness;Based on the audit work executed, we believe that the management’s judgement andestimation in respect of inventory impairment are reasonable.(III) Revenue recognition

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1. Matter descriptionPlease refer to the accounting policies as stated in 26. “Revenue recognition” underNote II to the financial statements and 42. Operating revenue under Note IV to thefinancial statements. The Company’s operating revenue for the current period wasapproximately RMB113.4 billion, which was an increase of around 2% from theprevious period.As operating revenue is one of the Company’s key operating indicators with thehereditary risk of the management manipulating the revenue recognition time pointfor the purpose of achieving a specific objective or expectation, and the revenuerecognition for the current period has a big influence on the financial statements, weidentify revenue recognition as a key audit matter.2. Audit responseThe important audit procedures we carried out in respect of revenue recognitioninclude:

(1) We understood and assessed whether the management’s design and operation ofkey internal control in respect of revenue recognition were effective or not;(2) We understood and assessed whether the management’s selection andimplementation of the policies related to revenue recognition complied with theaccounting standards for business enterprises;(3) We selected samples of recorded transactions with revenue for the year andexamined relevant documents involved during the transaction process, includingoutbound delivery orders, customers’ receipt records, sale invoices and fund receiptproofs to verify the authenticity of the transactions. In respect of export sales revenue,we obtained the customs’ export data for 2018 to verify against the book records ofexport sales revenue and conducted tests on the payment of key accounts;(4) We selected samples of the recorded transactions with revenue around the balancesheet data and examined outbound delivery orders and other supporting documents toassess whether the revenue had been recorded into the appropriate accounting period;(5) We obtained the Company’s sale list for the year and carried out analysisprocedures on the operating revenue to determine the reasonableness of changes in therevenue and gross profit margin for the current period;(6) We executed confirmation procedures with key accounts and inquired about the

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sales amount and the current account balance incurred for the current period to verifythe authenticity and completeness of the sales revenue; we carried out substitute auditprocedures on the accounts with no replies, including conducting post-periodcollection tests;Based on the audit work executed, we believe that the Company’s recognition ofrevenue complies with relevant requirements of the accounting standards for businessenterprises.IV Other InformationThe Company’s management is responsible for the other information. The otherinformation comprises all of the information included in the Company’s 2018 AnnualReport other than the financial statements and our auditor’s report thereon.Our opinion on the financial statements does not cover the other information and wedo not express any form of assurance conclusion thereon.In connection with our audit of the financial statements, our responsibility is to readthe other information and, in doing so, consider whether the other information ismaterially inconsistent with the financial statements or our knowledge obtained in theaudit or otherwise appears to be materially misstated.If, based on the work we have performed, we conclude that there is a materialmisstatement of this other information, we are required to report that fact. We havenothing to report in this regard.V Responsibilities of Management and Those Charged with Governance forFinancial StatementsThe Company’s management is responsible for the preparation of the financialstatements that give a fair view in accordance with CAS, and for designing,implementing and maintaining such internal control as the management determines isnecessary to enable the preparation of financial statements that are free from materialmisstatement, whether due to fraud or error.In preparing the financial statements, the management is responsible for assessing theCompany’s ability to continue as a going concern, disclosing, as applicable, mattersrelated to going concern and using the going concern basis of accounting unless themanagement either intends to liquidate the Company or to cease operations, or haveno realistic alternative but to do so.

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Those charged with governance are responsible for overseeing the Company’sfinancial reporting process.VI Auditor’s Responsibilities for Audit of Financial StatementsOur objectives are to obtain reasonable assurance about whether the financialstatements as a whole are free from material misstatement, whether due to fraud orerror, and to issue an auditor’s report that includes our opinion. Reasonable assuranceis a high level of assurance, but is not a guarantee that an audit conducted inaccordance with CAS will always detect a material misstatement when it exists.Misstatements can arise from fraud or error and are considered material if,individually or in the aggregate, they could reasonably be expected to influence theeconomic decisions of users taken on the basis of these financial statements.As part of an audit in accordance with CAS, we exercise professional judgment andmaintain professional skepticism throughout the audit. We also:

1. Identify and assess the risks of material misstatement of the financial statements,whether due to fraud or error, design and perform audit procedures responsive to thoserisks, and obtain audit evidence that is sufficient and appropriate to provide a basis forour opinion. The risk of not detecting a material misstatement resulting from fraud ishigher than for one resulting from error, as fraud may involve collusion, forgery,intentional omissions, misrepresentations, or the override of internal control.2. Obtain an understanding of internal control relevant to the audit in order to designaudit procedures that are appropriate in the circumstances.3. Evaluate the appropriateness of accounting policies used and the reasonableness ofaccounting estimates and related disclosures made by the management.4. Conclude on the appropriateness of the management’s use of the going concernbasis of accounting and, based on the audit evidence obtained, whether a materialuncertainty exists related to events or conditions that may cast significant doubt on theCompany’s ability to continue as a going concern. If we conclude that a materialuncertainty exists, we are required by CAS to draw users’ attention in our auditor’sreport to the related disclosures in the financial statements or, if such disclosures areinadequate, to modify our opinion. Our conclusions are based on the audit evidenceobtained up to the date of our auditor’s report. However, future events or conditionsmay cause the Company to cease to continue as a going concern.5. Evaluate the overall presentation, structure and content of the financial statements,

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including the disclosures, and whether the financial statements represent theunderlying transactions and events in a manner that achieves fair presentation.6. Obtain sufficient appropriate audit evidence regarding the financial information ofthe entities or business activities within the Company to express an opinion on thefinancial statements. We are responsible for the direction, supervision andperformance of the Company audit. We remain solely responsible for our auditopinion.We communicate with those charged with governance regarding, among other matters,the planned scope and timing of the audit and significant audit findings, including anynoteworthy deficiencies in internal control that we identify during our audit.We also provide those charged with governance with a statement that we havecomplied with relevant ethical requirements regarding independence, andcommunicate with them all relationships and other matters that may reasonably bethought to bear on our independence, and where applicable, related safeguards.From the matters communicated with those charged with governance, we determinethose matters that were of most significance in the audit of the financial statements ofthe current period and are therefore the key audit matters. We describe these matters inour auditor’s report unless law or regulation precludes public disclosure about thematter or when, in extremely rare circumstances, we determine that a matter shouldnot be communicated in our report because the adverse consequences of doing sowould reasonably be expected to outweigh the public interest benefits of suchcommunication.

Da Hua Certified Public Accountants (Special General Partnership)Chinese CPA: Zhang Yuanyuan
Beijing·China(Engagement Partner)
Chinese CPA: Li Bingxin
19 March 2019

TCL CorporationConsolidated Balance Sheet

(RMB’000)

Assets:

Assets:Note IV31 December 201831 December 2017
Current assets:
Monetary capital126,801,34327,459,453
Financial assets at fair value through profit or loss21,137,5802,231,276
Notes and accounts receivable317,876,58020,917,572
Factored accounts receivable447,08746,449
Prepayments51,194,972910,215
Other receivables65,719,3793,918,316
Inventories719,887,97212,946,303
Assets classified as held for sale18,791-
Other current assets87,624,09711,666,323
Total current assets80,307,80180,095,907
Non-current assets:
Loans and advances to customers91,123,800555,133
Available-for-sale financial assets104,270,8453,202,055
Long-term equity investments1116,957,10915,352,014
Investment property121,676,211859,890
Fixed assets1335,983,13132,597,979
Construction in progress1438,924,58614,775,237
Intangible assets155,954,8736,372,511
R&D expense161,011,504872,804
Goodwill17357,112420,534
Long-term prepaid expense181,861,333929,124
Deferred income tax assets19797,882871,843
Other non-current assets203,537,7563,388,953
Total non-current assets112,456,14280,198,077
Total assets192,763,943160,293,984
Legal representative:Li DongshengPerson-in-charge of financial affairs:Du JuanPerson-in-charge of the financial department:Xi Wenbo

The attached notes to the financial statements form an integral part of the financial statements.

TCL CorporationConsolidated Balance Sheet (Continued)

(RMB’000)Liabilities and shareholders’ equity:

Liabilities and shareholders’ equity:Note IV31 December 201831 December 2017
Current liabilities:
Short-term borrowings2113,240,63715,990,105
Factorage financings447,08746,449
Borrowings from central bank22231,40439,997
Customer deposits and interbank deposits23545,053310,875
Financial liabilities at fair value through profit or loss24212,097442,942
Notes and accounts payable2527,015,28621,385,720
Advances from customers261,460,7731,307,900
Payroll payable272,891,3932,292,668
Taxes payable28716,5341,273,792
Other payables2923,120,77417,154,753
Short-term commercial papers payable302,000,000-
Current portion of non-current liabilities316,009,9155,927,528
Other current liabilities321,344,4516,075,073
Total current liabilities78,835,40472,247,802
Non-current liabilities:
Long-term borrowings3336,864,92320,283,381
Bonds payable3412,985,62810,497,248
Long-term payables3573,90276,309
Long-term payroll payable2724,24625,519
Deferred income362,637,2292,664,877
Deferred income tax liabilities19440,352271,157
Other non-current liabilities30,58684,755
Total non-current liabilities53,056,86633,903,246
Total liabilities131,892,270106,151,048
Share capital3713,549,64913,514,972
Capital reserves385,996,7415,940,471
Less: Treasury stock63,458-
Other comprehensive income56(1,174,162)219,272
Surplus reserves392,184,2611,494,300
General reserve40361361
Retained earnings4110,000,9738,577,688
Total equity attributable to shareholders of the Company as the parent30,494,36529,747,064
Non-controlling interests30,377,30824,395,872
Total shareholders’ equity60,871,67354,142,936
Total liabilities and shareholders’ equity192,763,943160,293,984
Legal representative:Li DongshengPerson-in-charge of financial affairs:Du JuanPerson-in-charge of the financial department:Xi Wenbo

The attached notes to the financial statements form an integral part of the financial statements.

TCL CorporationConsolidated Income Statement

(RMB’000)

Note IV20182017
1. Revenue113,447,438111,727,442
Including: Operating revenue42113,360,076111,577,362
Interest income4387,362150,080
2. Costs and expenses113,699,686111,704,484
Including: Cost of sales4292,605,58988,663,843
Interest expense4372,24879,421
Taxes and surcharges44661,262665,342
Selling expense8,887,0219,511,064
Administrative expense4,299,6074,696,716
R&D expense4,677,5794,759,324
Finance costs45973,2611,665,275
Including: Interest expense1,782,4081,800,106
Interest income621,949485,953
Asset impairment loss461,523,1191,663,499
Add: Other income472,218,7181,379,941
Return on investment482,167,2542,438,692
Including: Share of profit or loss of joint ventures and associates1,360,2681,098,218
Gain on changes in fair value49(3,879)309,429
Asset disposal income5010,071(15,793)
Foreign exchange gain43(47,714)(22,303)
3. Operating profit4,092,2024,112,924
Add: Non-operating income51956,809840,251
Less: Non-operating expense52104,631163,435
4. Profit before tax4,944,3804,789,740
Less: Income tax expense53879,1821,245,038
5. Net profit4,065,1983,544,702
5.1 By operational continuity
Net profit from continuing operations4,065,1983,544,702
Net profit from discontinued operations--
5.2 By ownership
Net profit attributable to owners of the Company as the parent3,468,2112,664,395
Net profit attributable to non-controlling interests596,987880,307
6. Other comprehensive income, net of tax54(1,663,194)1,722,346
6.1 Other comprehensive income that will not be reclassified to profit or loss--
6.2 Other comprehensive income that may subsequently be reclassified to profit or loss(1,663,194)1,722,346
7. Total comprehensive income2,402,0045,267,048
Attributable to shareholders of the Company as the parent2,074,7774,248,830
Attributable to non-controlling interests327,2271,018,218
8. Earnings per share55
8.1 Basic earnings per share (RMB yuan/share)0.25660.2178
8.2 Diluted earnings per share (RMB yuan/share)0.25620.2178
Legal representative:Li DongshengPerson-in-charge of financial affairs:Du JuanPerson-in-charge of the financial department:Xi Wenbo

The attached notes to the financial statements form an integral part of the financial statements.

TCL CorporationConsolidated Cash Flow Statement

(RMB’000)

Note IV20182017
1. Cash flows from operating activities:
Proceeds from sale of commodities and rendering of services123,443,026117,699,317
Net increase/(decrease) in customer deposits and interbank deposits234,17890,222
Net increase/(decrease) in borrowings from central bank191,40726,685
Interest, handling charges and commissions received88,208150,524
Tax rebates4,003,1115,792,204
Cash generated from other operating activities562,141,6723,354,627
Subtotal of cash generated from operating activities130,101,602127,113,579
Payments for commodities and services(90,509,473)(83,491,509)
Net increase/(decrease) in loans and advances to customers(1,068,789)(508,082)
Net increase/(decrease) in deposits in central bank and in interbank loans granted3,076,532(2,493,199)
Cash paid to and for employees(10,174,024)(9,335,172)
Taxes paid(5,000,449)(3,461,888)
Cash used in other operating activities57(15,938,820)(18,614,114)
Subtotal of cash used in operating activities(119,615,023)(117,903,964)
Net cash generated from/used in operating activities5810,486,5799,209,615
2. Cash flows from investing activities:
Proceeds from disinvestment58,385,49727,264,643
Return on investment1,309,3541,001,388
Net proceeds from disposal of fixed assets, intangible assets and other long-lived assets81,287164,909
Cash generated from other investing activities1,562-
Net proceeds from disposal of subsidiaries or other business units281,174165,604
Subtotal of cash generated from investing activities60,058,87428,596,544
Payments for acquisition of fixed assets, intangible assets and other long-lived assets(32,798,364)(15,656,963)
Payments for investments(55,491,053)(29,796,469)
Net payments for acquisition of subsidiaries and other business units-(63,645)
Cash decreased by non-consolidated subsidiaries-(4,628)
Subtotal of cash used in investing activities(88,289,417)(45,521,705)
Net cash generated from/used in investing activities(28,230,543)(16,925,161)
Legal representative:Li DongshengPerson-in-charge of financial affairs:Du JuanPerson-in-charge of the financial department:Xi Wenbo

The attached notes to the financial statements form an integral part of the financial statements.

TCL CorporationConsolidated Cash Flow Statement

(RMB’000)

Legalrepresentative:

Legal representative:Li DongshengPerson-in-charge of financial affairs:Du JuanPerson-in-charge of the financial department:Xi Wenbo

The attached notes to the financial statements form an integral part of the financial statements.

Note IV20182017
3. Cash flows from financing activities:
Capital contributions received7,759,2583,988,742
Including: Capital contributions by non-controlling interests to subsidiaries7,695,8003,988,742
Borrowings obtained50,564,65242,829,609
Net proceeds from issuance of bonds5,000,0004,000,000
Cash generated from other financing activities-602,120
Subtotal of cash generated from financing activities63,323,91051,420,471
Repayment of borrowings(38,554,966)(39,733,145)
Payments for interest and dividends(4,144,148)(3,002,297)
Including: Dividends paid by subsidiaries to non-controlling interests(411,272)(296,069)
Cash used in other financing activities59(584,974)(132,900)
Subtotal of cash used in financing activities(43,284,088)(42,868,342)
Net cash generated from/used in financing activities20,039,8228,552,129
4. Effect of foreign exchange rate changes on cash and cash equivalents125,357(1,371,070)
5. Net increase in cash and cash equivalents2,421,215(534,487)
Add: Cash and cash equivalents, beginning of the period23,281,16923,815,656
6. Cash and cash equivalents, end of the period6025,702,38423,281,169

TCL CorporationConsolidated Statement of Changes in Shareholders’ Equity

(RMB’000)

2018
Equity attributable to shareholders of the Company as the parentNon-controlling interestsTotal shareholders’ equity
Share capitalCapital reservesTreasury stockOther comprehensive incomeSurplus reservesGeneral reserveRetained earnings
1. Balances as at end of prior year13,514,9725,940,471-219,2721,494,3003618,577,68824,395,87254,142,936
Add: Adjustments for changed accounting policies---------
2. Balances as at beginning of the year13,514,9725,940,471-219,2721,494,3003618,577,68824,395,87254,142,936
3. Increase/decrease in the period34,67756,270(63,458)(1,393,434)689,961-1,423,2855,981,4366,728,737
3.1 Total comprehensive income----(1,393,434)--3,468,211327,2272,402,004
3.2 Capital increased and reduced by shareholders34,67756,270(63,458)-----7,127,7937,155,282
3.2.1 Capital increased by shareholders-------7,127,7937,127,793
3.2.2 Share-based payments included in shareholders’ equity34,67728,781(63,458)------
3.2.3 Other-27,489------27,489
3.3 Profit distribution----689,961-(2,044,926)(1,473,584)(2,828,549)
3.3.1 Appropriation to surplus reserves----689,961-(689,961)--
3.3.2 Appropriation to shareholders------(1,354,965)(1,109,311)(2,464,276)
3.3.3 Other-------(364,273)(364,273)
3.4 Transfers within owners’ equity---------
3.4.1 Increase in capital (or share capital) from capital reserves---------
3.4.2 Increase in capital (or share capital) from surplus reserves---------

TCL CorporationConsolidated Statement of Changes in Shareholders’ Equity

(RMB’000)

3.4.3 Other

3.4.3 Other---------
4. Balances as at end of the period13,549,6495,996,741(63,458)(1,174,162)2,184,26136110,000,97330,377,30860,871,673
Legal representative:Li DongshengPerson-in-charge of financial affairs:Du JuanPerson-in-charge of the financial department:Xi Wenbo

The attached notes to the financial statements form an integral part of the financial statements.

TCL CorporationConsolidated Statement of Changes in Shareholders’ Equity (Continued)

(RMB’000)

2017
Equity attributable to shareholders of the Company as the parentNon-controlling interestsTotal shareholders’ equity
Share capitalCapital reservesTreasury stockOther comprehensive incomeSurplus reservesGeneral reserveRetained earnings
1. Balances as of end of prior year12,213,6823,531,323-(1,365,163)1,078,7613617,305,92722,981,89045,746,781
Add: Adjustments for changed accounting policies---------
2. Balances as of beginning of the year12,213,6823,531,323-(1,365,163)1,078,7613617,305,92722,981,89045,746,781
3. Increase/decrease in the period1,301,2902,409,148-1,584,435415,539-1,271,7611,413,9828,396,155
3.1 Total comprehensive income---1,584,435--2,664,3951,018,2185,267,048
3.2 Capital increased and reduced by shareholders1,301,2902,409,148-----1,182,5734,893,011
3.2.1 Capital increased by shareholders1,301,2902,732,710-----1,059,4475,093,447
3.2.2 Share-based payments included in shareholders’ equity---------
3.2.3 Other-(323,562)-----123,126(200,436)
3.3 Profit distribution----415,539-(1,392,634)(786,809)(1,763,904)
3.3.1 Appropriation to surplus reserves----415,539-(415,539)--
3.3.2 Appropriation to shareholders------(977,095)(786,809)(1,763,904)
4. Balances as at end of the period13,514,9725,940,471-219,2721,494,3003618,577,68824,395,87254,142,936
Legal representative:Li DongshengPerson-in-charge of financial affairs:Du JuanPerson-in-charge of the financial department:Xi Wenbo

The attached notes to the financial statements form an integral part of the financial statements.

TCL CorporationBalance Sheet of the Company as the Parent

(RMB’000)

Assets:

Assets:Note XII31 December 201831 December 2017
Current assets:
Monetary capital1,328,7071,116,725
Financial assets at fair value through profit or loss711,7411,543,844
Notes and accounts receivable1215,456363,380
Prepayments187,89530,648
Other receivables218,773,35313,640,338
Inventories826803
Other current assets1,873,9623,065,895
Total current assets23,091,94019,761,633
Non-current assets:
Available-for-sale financial assets31,185,4301,224,518
Long-term equity investments441,803,45034,983,565
Investment property5,15815,339
Fixed assets40,05846,319
Construction in progress5521,668
Intangible assets18,77626,367
Long-term prepaid expense461,056466,049
Total non-current assets43,514,48036,763,825
Total assets66,606,42056,525,458
Legal representative:Li DongshengPerson-in-charge of financial affairs:Du JuanPerson-in-charge of the financial department:Xi Wenbo

The attached notes to the financial statements form an integral part of the financial statements.

TCL CorporationBalance Sheet of the Company as the Parent (Continued)

(RMB’000)Liabilities and shareholders’ equity

Liabilities and shareholders’ equityNote XII31 December 201831 December 2017
Current liabilities:
Short-term borrowings3,300,2605,675,260
Notes and accounts payable376,509309,900
Advances from customers38,61581
Payroll payable98,75335,789
Taxes payable3,43751,544
Other payables6,407,7426,237,742
Short-term commercial papers payable2,000,000-
Current portion of non-current liabilities3,000,0032,422,940
Total current liabilities15,225,31914,733,256
Non-current liabilities:
Long-term borrowings5,340,9563,840,956
Bonds payable12,985,62810,497,248
Long-term payables7001,909
Long-term payroll payable24,24625,519
Deferred income51,50641,953
Total non-current liabilities18,403,03614,407,585
Total liabilities33,628,35529,140,841
Share capital13,549,64913,514,972
Capital reserves8,565,3388,476,523
Less: Treasury stock63,458-
Surplus reserves1,982,1971,292,236
Retained earnings8,969,2094,114,531
Other comprehensive income(24,870)(13,645)
Total shareholders’ equity32,978,06527,384,617
Total liabilities and shareholders’ equity66,606,42056,525,458
Legal representative:Li DongshengPerson-in-charge of financial affairs:Du JuanPerson-in-charge of the financial department:Xi Wenbo

The attached notes to the financial statements form an integral part of the financial statements.

TCL CorporationIncome Statement of the Company as the Parent

(RMB’000)

Note XII20182017
1. Operating revenue52,055,9501,611,509
Less: Cost of sales51,854,6231,523,290
Taxes and surcharges6,9514,067
Selling expense29,16021,458
Administrative expense368,820256,962
R&D expense123,60998,134
Finance costs634,124814,496
Including: Interest expense1,330,3151,117,611
Interest income652,821307,476
Asset impairment loss41,87266,186
Add: Other income8,0004,060
Return on investment67,126,3934,696,511
Including: Share of profit or loss of joint ventures and associates6931,721599,872
Gain on changes in fair value(54,003)(8,168)
Asset disposal income22,2381,366
2. Operating profit6,099,4193,520,685
Add: Non-operating income809,277665,005
Less: Non-operating expense9,09230,297
3. Profit before tax6,899,6044,155,393
Less: Income tax expense--
4. Net profit6,899,6044,155,393
5. Other comprehensive income(11,225)(44,515)
6. Total comprehensive income6,888,3794,110,878
Legal representative:Li DongshengPerson-in-charge of financial affairs:Du JuanPerson-in-charge of the financial department:Xi Wenbo

The attached notes to the financial statements form an integral part of the financial statements.

TCL CorporationCash Flow Statement of the Company as the Parent

(RMB’000)

Note XII20182017
1. Cash flows from operating activities:
Proceeds from sale of commodities and rendering of services2,346,7051,993,629
Interest, handling charges and commissions received498267
Cash generated from other operating activities2,000,9142,910,360
Subtotal of cash generated from operating activities4,348,1174,904,256
Payments for commodities and services(2,442,452)(1,892,558)
Cash paid to and for employees(179,932)(119,600)
Taxes paid(35,117)(12,205)
Cash used in other operating activities(6,590,572)(3,037,862)
Subtotal of cash used in operating activities(9,248,073)(5,062,225)
Net cash generated from/used in operating activities7(4,899,956)(157,969)
2. Cash flows from investing activities:
Proceeds from disinvestment48,308,44214,645,798
Return on investment5,314,3081,607,303
Net proceeds from disposal of fixed assets, intangible assets and other long-lived assets242,7684,814
Subtotal of cash generated from investing activities53,865,51816,257,915
Payments for acquisition of fixed assets, intangible assets and other long-lived assets(11,466)(18,398)
Payments for investments(50,693,136)(16,211,344)
Subtotal of cash used in investing activities(50,704,602)(16,229,742)
Net cash generated from/used in investing activities3,160,91628,173
Legal representative:Li DongshengPerson-in-charge of financial affairs:Du JuanPerson-in-charge of the financial department:Xi Wenbo

The attached notes to the financial statements form an integral part of the financial statements.

TCL CorporationCash Flow Statement of the Company as the Parent (Continued)

(RMB’000)

Note XII20182017
3. Cash flows from financing activities:
Capital contributions received63,458-
Borrowings obtained9,771,71215,206,136
Net proceeds from issuance of bonds5,000,0004,000,000
Cash generated from other financing activities-8,000
Subtotal of cash generated from financing activities14,835,17019,214,136
Repayment of borrowings(10,569,652)(19,915,167)
Payments for interest and dividends(2,364,333)(2,979,396)
Cash used in other financing activities(2,937)(3,611)
Subtotal of cash used in financing activities(12,936,922)(22,898,174)
Net cash generated from/used in financing activities1,898,248(3,684,038)
4. Effect of foreign exchange rate changes on cash and cash equivalents62,97414,285
5. Net increase in cash and cash equivalents222,182(3,799,549)
Add: Cash and cash equivalents, beginning of the period1,106,4974,906,046
6. Cash and cash equivalents, end of the period81,328,6791,106,497
Legal representative:Li DongshengPerson-in-charge of financial affairs:Du JuanPerson-in-charge of the financial department:Xi Wenbo

The attached notes to the financial statements form an integral part of the financial statements.

TCL CorporationStatement of Changes in Shareholders’ Equity of the Company as the Parent

(RMB’000)

2018
Share capitalCapital reservesTreasury stockOther comprehensive incomeSurplus reservesRetained earningsTotal shareholders’ equity
1. Balances as of end of prior year13,514,9728,476,523-(13,645)1,292,2364,114,53127,384,617
Add: Adjustments for changed accounting policies-------
2. Balances as of beginning of the year13,514,9728,476,523-(13,645)1,292,2364,114,53127,384,617
3. Increase/decrease in the period34,67788,815(63,458)(11,225)689,9614,854,6785,593,448
3.1 Total comprehensive income---(11,225)-6,899,6046,888,379
3.2 Capital increased and reduced by shareholders34,67788,815(63,458)---60,034
3.2.1 Capital increased by shareholders-------
3.2.2 Share-based payments included in shareholders’ equity34,67728,781(63,458)----
3.2.3 Other-60,034----60,034
3.3 Profit distribution----689,961(2,044,926)(1,354,965)
3.3.1 Appropriation to surplus reserves----689,961(689,961)-
3.3.2 Appropriation to shareholders-----(1,354,965)(1,354,965)
4. Balances as at end of the period13,549,6498,565,338(63,458)(24,870)1,982,1978,969,20932,978,065
Legal representative:Li DongshengPerson-in-charge of financial affairs:Du JuanPerson-in-charge of the financial department:Xi Wenbo

The attached notes to the financial statements form an integral part of the financial statements.

TCL CorporationStatement of Changes in Shareholders’ Equity of the Company as the Parent (Continued)

(RMB’000)

2017
Share capitalCapital reservesTreasury stockOther comprehensive incomeSurplus reservesRetained earningsTotal shareholders’ equity
1. Balances as of end of prior year12,213,6824,724,955-30,871876,6971,351,77119,197,976
Add: Adjustments for changed accounting policies-------
2. Balances as of beginning of the year12,213,6824,724,955-30,871876,6971,351,77119,197,976
3. Increase/decrease in the period1,301,2903,751,568-(44,516)415,5392,762,7608,186,641
3.1 Total comprehensive income---(44,516)-4,155,3934,110,877
3.2 Capital increased and reduced by shareholders1,301,2903,751,568----5,052,858
3.2.1 Capital increased by shareholders1,301,2902,732,710----4,034,000
3.2.2 Share-based payments included in shareholders’ equity-------
3.2.3 Other-1,018,858----1,018,858
3.3 Profit distribution----415,539(1,392,633)(977,094)
3.3.1 Appropriation to surplus reserves----415,539(415,539)-
3.3.2 Appropriation to shareholders-----(977,094)(977,094)
4. Balances as at end of the period13,514,9728,476,523-(13,645)1,292,2364,114,53127,384,617
Legal representative:Li DongshengPerson-in-charge of financial affairs:Du JuanPerson-in-charge of the financial department:Xi Wenbo

The attached notes to the financial statements form an integral part of the financial statements.

TCL Corporation
Notes to Financial Statements
(For the period from 1 January 2018 to 31 December 2018)
(The amounts in tables are expressed in thousands of RMB)
IGeneral information
(I)Place of incorporation and organization
TCL Corporation (hereinafter referred to as the “Company”) is a limited liability company incorporated in the People's Republic of China (hereinafter referred to as "China") on 17 July 1997 under the Company Law of the People's Republic of China (hereinafter referred to as the “Company Law”). As per the approval documents of YBH [2002] No. 94 and YFH [2002] No. 134 issued by the People’s Government of Guangdong Province, and YJMH [2002] No. 112 and YJMH [2002] No. 184 issued by the Economic and Trade Commission of Guangdong Province, the Company was changed to a joint stock limited company with a registered capital of RMB1,591,935,200, which was approved by Guangdong Province Administration for Industry and Commerce on 19 April 2002. The registration number is 4400001009990. Upon the approval of ZJFXZ [2004] Document No. 1 issued by the China Securities Regulatory Commission (CSRC) on 2 January 2004, the Company was allowed to issue 590,000,000 shares to the public on 7 January 2004 and 404,395,944 ordinary shares denominated in RMB (A shares) to all public shareholders of TCL Communication Equipment Co., Ltd. (hereinafter referred to as " TCL Communication Equipment") in a stock-for-stock deal, which were listed on the Shenzhen Stock Exchange on 30 January 2004. The shares issued to the public were all priced online, with a par value of RMB1 and an issue price of RMB4.26 per share, raising a total of RMB2,513,400,000. Upon the completion of this deal, the registered capital of the Company increased to RMB2,586,331,144, and on 16 July 2004, the Company was approved by the Guangdong Province Administration for Industry and Commerce to change its business license to Business License QGYZZ No. 003362. Upon the completion of the shareholder structure reform and the expiration of the share lockup period, the foreign shareholding ratio in the Company was less than 10%. On 11 September 2007, the Company was approved by Guangdong Province Administration for Industry and Commerce to change its business license to Business License No. 440000000011990. Upon the approval of the CSRC on 7 January 2009 with the ZJXK [2009] Document No. 12, the Company privately placed 350,600,000 ordinary shares denominated in RMB (A shares) to designated investors on 23 April 2009, with a par value of RMB1 and an issue price of RMB2.58 per share, raising a total of RMB904,548,000. Upon the completion of this deal, the registered capital of the Company increased from RMB2,586,331,144 to RMB2,936,931,144, and on 2 June 2009, the Company was approved by Guangdong Province Administration for Industry and Commerce to change its business license to Business License No. 440000000011990. Upon the approval of the CSRC on 27 May 2010 with the ZJXK [2010] Document No. 719, the Company privately placed 1,301,178,273 ordinary shares denominated in RMB (A shares) to designated investors on 26 July 2010, with a par value of RMB1 and an issue price of RMB3.46 per share, raising a total of RMB4,502,076,824.58. Upon the completion of this deal, the registered capital of the Company increased from RMB2,936,931,144 to RMB4,238,109,417, and on 19 September 2010, the Company was approved by Guangdong Province Administration for Industry and Commerce to change its business license to Business License No. 440000000011990. On 19 May 2011, the Company carried out a bonus issue of 10 additional shares for every 10 shares to all the shareholders with capital reserves, representing a total of 4,238,109,417 new shares, with a par value of RMB1 per share. Upon the completion of this bonus issue, the registered capital of the Company increased from RMB4,238,109,417 to RMB8,476,218,834, and on 27 June 2011, the Company was approved by Huizhou Administration for Industry and Commerce to change its business license to Business License No. 440000000011990.
TCL Corporation
Notes to Financial Statements
(For the period from 1 January 2018 to 31 December 2018)
(The amounts in tables are expressed in thousands of RMB)
TCL Corporation
Notes to Financial Statements
(For the period from 1 January 2018 to 31 December 2018)
(The amounts in tables are expressed in thousands of RMB)
IGeneral information (continued)
(I)Place of incorporation and organization (continued)
Upon the approval of the CSRC on 13 February 2014 with the ZJXK [2014] Document No. 201, the Company privately placed 917,324,357 ordinary shares denominated in RMB (A shares) to designated investors on 30 April 2014, with a par value of RMB1 and an issue price of RMB2.18 per share, raising a total of RMB1,999,767,098.26. Upon the completion of this deal, the registered capital of the Company increased from RMB8,535,088,914 to RMB9,452,413,271, and on 10 June 2014, the Company was approved by Huizhou Administration for Industry and Commerce to change its business license to Business License No. 440000000011990. In the year of 2015, 48,357,920 stock options were exercised under an incentive plan of the Company, and upon the approval of the CSRC on 28 January 2015 with the ZJXK [2015] Document No.151, the Company issued 2,727,588,511 shares in a private placement. As such, the share capital of the Company increased from 9,452,413,271 shares to 12,228,359,702 shares. In the year of 2016, 923,340 stock options were exercised under an incentive plan of the Company, and the share capital of the Company increased from 12,228,359,702 shares to 12,229,283,042 shares. Later, 15,601,300 shares were repurchased and retired, and the share capital of the Company decreased from 12,229,283,042 shares to 12,213,681,742 shares. On 26 April 2016, the Company was approved by Huizhou Administration for Industry and Commerce to change its business license to Business License No. 91441300195971850Y (unified social credit code). In the year of 2017, the Company purchased an interest in subsidiary Shenzhen China Star Optoelectronics Technology Co., Ltd. by means of a new issue of 1,301,290,321 shares. Upon the completion of this deal, the share capital of the Company increased from 12,213,681,742 shares to 13,514,972,063 shares. In 2018, the Proposal on the Grant of Restricted Stock to Awardees was approved at the 7th Meeting of the 6th Board of Directors, and a total of 34,676,444 shares were subscribed for under the restricted stock incentive plan. Upon the completion of this deal, the share capital of the Company increased from 13,514,972,063 shares to 13,549,648,507 shares.
As at 31 December 2018, the total issued share capital of the Company was 13,549,648,507 shares. Please refer to Note IV, 37 for details.
The registered address of the Company is: Block 19, Zhongkai Hi-Tech Development District, Huizhou City, Guangdong Province.
TCL Corporation
Notes to Financial Statements
(For the period from 1 January 2018 to 31 December 2018)
(The amounts in tables are expressed in thousands of RMB)
IGeneral information (continued)
(II)Scope of business
The Company and its subsidiaries (collectively referred to as the “Company") are primarily engaged in the research, development, production and sales of electronic products and communication devices, new optoelectronic products, liquid crystal display devices, hardware and electrical equipment , VCD and DVD video players, home theater systems, computers and accessories, batteries, digital satellite TV receivers, building materials, general machinery; computer technology services; freight and warehousing; film and television equipment maintenance; waste materials recycling; real estate development and management on legally acquired land; import and export of goods and technologies; venture capital business and venture capital consultation, management of entrusted venture capital of other venture capital institutions, entrepreneurial management services for start-up enterprises, participation in the initiation of venture capital institutions and investment management advisory institutions.
(III)Authorization of financial statements for issue
These financial statements were authorized for issue by the Company’s Board of Directors on 19 March 2019.
IISignificant accounting policies and accounting estimates
1Basis for the preparation of financial statements
The preparation of financial statements of the Company is based on the actual transactions and events in accordance with the "Accounting Standards for Business Enterprises - Basic Standards" published by the Ministry of Finance and specific corporate accounting standards, application guidelines for corporate accounting standards, corporate accounting standards interpretations and other relevant regulations (hereinafter collectively referred to as "corporate accounting standards") for confirmation and measurement, combining the provisions of “Regulations on the Information Disclosure and Compilation of Companies Offering Securities to the Public No. 15 - General Provisions on Financial Reports” (revised in 2014) published by CSRC.
2Going concern basis
The Company has evaluated the ability to continue as a going concern for 12 months from the end of the Reporting Period and has not identified any issues or circumstances that result in significant doubts about its ability to continue as a going concern. Therefore, the financial statements have been prepared on a going concern basis.
3Statement of compliance with corporate accounting standards
The financial statements are in compliance with the requirements of the corporate accounting standards, and truly and completely reflect the financial status, operating results, cash flow and other relevant information of the Company during the Reporting Period.
TCL Corporation
Notes to Financial Statements
(For the period from 1 January 2018 to 31 December 2018)
(The amounts in tables are expressed in thousands of RMB)
IISignificant accounting policies and accounting estimates (continued)
4Accounting period
The Company adopts the calendar year as accounting year, and a fiscal year is from January 1 to December 31 of the Gregorian calendar.
5Operating cycle
The Company does not take the operating cycle as the criteria for liquidity classification of assets and liabilities.
6Base currency for bookkeeping
The base currency for bookkeeping and the preparation of financial statements are all in RMB, and are presented in the unit of RMB’000 unless otherwise specified.
7Accounting treatments for business combinations involving enterprises under and not under common control
(1)When the terms, conditions and economic influence of transactions in the process of a step-by-step combination conform to one or more of the following, accounting for multiple transactions is treated as a package transaction:
(a)These transactions are made simultaneously or with consideration of influence on each other;
(b)These transactions can only achieve a complete business outcome when treated as a whole;
(c)The occurrence of a transaction depends on the occurrence of at least one of the other transactions;
(d)A transaction is uneconomical when treated alone, but is economical when considered together with other transactions.
(2)Business combinations involving enterprises under common control
(a)Individual financial statement
The assets and liabilities acquired by the Company in business combinations are measured in accordance with the book value of assets and liabilities of the combined party on the date of combination (including the goodwill of the ultimate controlling party resulting from the acquisition of the combined party). The difference between the book value of net assets acquired in the combination and the book value of the consideration paid for the combination (or the total par value of shares issued) is used to adjust the capital stock premium in the capital reserve, and when the capital stock premium in the capital reserve is insufficient for offset, it is used to adjust the retained earnings. If there is a contingent consideration and it is necessary to confirm the provisions or assets, the difference between the estimated amount of liabilities or assets and the settlement amount of subsequent contingent consideration is used to adjust the capital reserve (capital stock premium), and when the capital reserve is insufficient, it is used to adjust the retained earnings. .
TCL Corporation
Notes to Financial Statements
(For the period from 1 January 2018 to 31 December 2018)
(The amounts in tables are expressed in thousands of RMB)
IISignificant accounting policies and accounting estimates (continued)
7Accounting treatments for business combinations involving enterprises under and not under common control (continued)
(2)Business combinations involving enterprises under common control (continued)
(a)Individual financial statements (continued)
For a business that is ultimately realized through multiple transactions, if it is a package transaction, each transaction is treated as a transaction that acquires control; if it is not a package transaction, on the date of acquisition of control, the difference between the initial cost of long-term equity investment and the book value of long-term equity investment before the combination plus the book value of the new paid consideration on the date of combination is used to adjust the capital reserve; and when the capital reserve is insufficient for offset, it is used to adjust the retained earnings. For equity investments held prior to the date of combination, no accounting treatment is carried out for other comprehensive gains recognized by equity accounting or financial instrument confirmation and measurement standards, and up to the disposal of the investment, the accounting treatment shall be based on the same basis as the direct disposal of the assets or liabilities of the invested entity; other changes in owner's equity other than net profit or loss, other comprehensive income or profit distribution of net assets of the invested company recognized by equity method are not subject to accounting, and will be transferred to the current profit and loss until the disposal of the investment.
The agency fees paid for audits, legal services, assessments and other related expenses incurred in the business combination are recognized in profit or loss in the period in which they are incurred. The transaction costs for the issuance of equity securities for the business combination that may be directly attributed to equity transactions can be deducted from equity; transaction costs directly related to the issuance of a debt instrument as a combination consideration, are treated as an initial recognized amount included in the debt instrument.
If the combined party has a consolidated financial statement, the initial investment cost of the long-term equity investment is determined based on the owner's equity attributable to the Company as the parent in the consolidated financial statements of the combined party.
(b)Consolidated financial statements
The assets and liabilities acquired by the combining party in the business combination are measured in accordance with the book value of the owner's equity of the combined party in the consolidated financial statements of the ultimate controlling party.
For the case where a business combination is finally realized through multiple transactions, if it is a package transaction, each transaction is treated as a transaction for acquiring control; if it is not a package transaction, the long-term equity investment held by the combing party before the combination, the gains and losses, other comprehensive income and other changes in owners' equity have been recognized between the date of acquisition or the date of the combining party and the combined party under the final control of the same party, whichever is later, and the date of combination, are used to offset the initial retained earnings or current profit and loss during the comparative reporting period respectively.
If the accounting policies adopted by the combined parties are inconsistent with those adopted by the Company, the Company shall make adjustments in accordance with the accounting policies of the Company on the date of combination, and on this basis, confirm the consolidated financial
TCL Corporation
Notes to Financial Statements
(For the period from 1 January 2018 to 31 December 2018)
(The amounts in tables are expressed in thousands of RMB)
TCL Corporation
Notes to Financial Statements
(For the period from 1 January 2018 to 31 December 2018)
(The amounts in tables are expressed in thousands of RMB)
IISignificant accounting policies and accounting estimates (continued)
7Accounting treatments for business combinations involving enterprises under and not under common control (continued)
(3)Business combinations involving enterprises not under common control
The assets paid and liabilities incurred or assumed of the Company as a consideration for the business combination are measured at fair value on the date of purchase, and the difference between the fair value and the book value is recognized in profit or loss. Where a future event that may affect the combination costs is agreed in the combination contract, if the estimated future events are likely to occur on the date of purchase and the amount of the impact on combination costs can be reliably measured, it is also included in the combination costs.
The agency fees paid for audits, legal services, assessments and other related expenses incurred in the business combination are recognized in profit or loss in the period in which they are incurred. The transaction costs for the issuance of equity securities for the business combination that may be directly attributed to equity transactions can be deducted from equity
The difference between the higher combination cost and lower fair value of identifiable net assets of the acquired party gained in the combination is recognized as goodwill by the Company. In case that the cost of combination is less than the fair value of the identifiable net assets of the acquired party gained in the combination, and the difference is still less than the fair value of identifiable net assets of the acquired party gain in the combination after review, the difference is included in the current profit and loss by the Company.
For the case where a business combination involving enterprises not under common control is finally realized through multiple transactions step by step, if it is a package transaction, each transaction is treated as a transaction for acquiring control; if it is not a package transaction; if it is not a package transaction, the individual financial statements and consolidated financial statements are distinguished for related accounting treatment.
(a)In the individual financial statements, if the equity investment held before the date of combination is accounted for by equity method, the sum of the book value of equity investment of the acquired party held before the date of acquisition plus the new investment cost on the date of acquisition is recognized as the initial cost of the investment; the other comprehensive income confirmed by equity method before the date of acquisition is accounted for, when the investment is disposed, on the same basis as those the invested party adopted directly to dispose the relevant assets or liabilities.
If the equity investment held before the date of combination is accounted for by financial instrument recognition and measurement criteria, the sum of the fair value of equity investment on the date of combination plus the new investment cost is taken as the initial investment cost on the date of combination. The difference between the fair value and the book value of the original equity interest, and the accumulated fair value changes originally included in other comprehensive income should be transferred to investment income in the current period of combination date.
(b)In the consolidated financial statements, the equity of the acquired party held before the date of acquisition is re-measured according to the fair value of the equity on the date of acquisition. The difference between the fair value and the book value is included in the current investment income; if the equity of the acquired party involves other comprehensive income under the equity method, etc., other comprehensive income related to it is converted into investment income in the current period
TCL Corporation
Notes to Financial Statements
(For the period from 1 January 2018 to 31 December 2018)
(The amounts in tables are expressed in thousands of RMB)
TCL Corporation
Notes to Financial Statements
(For the period from 1 January 2018 to 31 December 2018)
(The amounts in tables are expressed in thousands of RMB)
IISignificant accounting policies and accounting estimates (continued)
8Method for compiling consolidated financial statements
The scope of consolidation of the Company's consolidated financial statements is determined on the basis of control, and all subsidiaries (including separate entities controlled by the Company as the parent) are included in the consolidated financial statements.
The accounting policies and accounting periods adopted by all subsidiaries included in the consolidated financial statements are consistent with the Company. If the accounting policies or accounting periods adopted by the subsidiaries are inconsistent with the Company, necessary adjustments will be made in accordance with the Company's accounting policies and accounting periods when preparing consolidated financial statements. The consolidated financial statements are based on the financial statements of the Company and its subsidiaries as well as other relevant information, and are prepared by the Company after adjusting the long-term equity investments in the subsidiaries in accordance with the equity method based.
The impact of internal transactions between the Company and its subsidiaries, and internal transactions between subsidiaries, on the consolidated balance sheet, consolidated profit statement, consolidated cash flow statement and consolidated statement of changes in shareholders’ equity is offset in the preparation of consolidated financial statements.
If the current losses shared by the minority shareholders of a subsidiary exceeds the share enjoyed by the minority shareholder in the initial owner's equity of the subsidiary, the balance will still reduce the minority shareholders' equity.
During the Reporting Period, if a subsidiary or business is added due to the business combination involving enterprises under common control, the opening balance of the consolidated balance sheet is adjusted; the income, expenses and profits of the subsidiary or business from the beginning of the period of combination to the end of the Reporting Period are included in the consolidated income statement; the cash flows of the subsidiary or business from the beginning of the period of combination to the end of the Reporting Period are included in the consolidated cash flow statement. If a subsidiary or business is added due to a business combination involving enterprises under non-common control, the opening balance of the consolidated balance sheet is not adjusted; the income, expenses and profits of the subsidiary or business from the date of acquisition to the end of the Reporting Period are included in the consolidated income statement; the cash flows of the subsidiary or business from the date of acquisition to the end of the Reporting Period are included in the consolidated cash flow statement.
During the Reporting Period, if a subsidiary or business is added due to a business combination involving enterprises under non-common control, the opening balance of the consolidated balance sheet is not adjusted; the income, expenses and profits of the subsidiary and business from the date of acquisition to the end of the Reporting Period are included in the consolidated income statement; the cash flows of the subsidiary and business from the date of acquisition to the end of the Reporting Period are included in the consolidated cash flow statement..
During the Reporting Period, if the Company disposes of a subsidiary or business, the income, expenses and profits of the subsidiary or business from the beginning of the period to the disposal date are included in the consolidated income statement; the cash flows of the subsidiary or business from the beginning of the Reporting Period to the disposal date are included in the consolidated cash flow statement.
TCL Corporation
Notes to Financial Statements
(For the period from 1 January 2018 to 31 December 2018)
(The amounts in tables are expressed in thousands of RMB)
When the Company loses control over the invested party due to disposal of part of the equity investment or other reasons, the remaining equity investment after disposal will be re-measured according to its fair value by the Company on the date of loss of control. The difference of the sum of the consideration obtained from the disposal of the equity and the fair value of the remaining equity, less the sum of the share of net assets and goodwill of the original subsidiary that should be enjoyed in accordance with the original share-holding ratio since the date of acquisition or combination, is accounted for the investment income in the current period of loss of control. Other comprehensive income or net profit and loss related to the original subsidiary's equity investment, other comprehensive income and other changes in owner's equity other than profit distribution, will be converted into current investment income when control is lost, except for other comprehensive gains arising from the re-measurement of net liabilities of the Benefit Plan made by the invested party or changes in net assets.
TCL Corporation
Notes to Financial Statements
(For the period from 1 January 2018 to 31 December 2018)
(The amounts in tables are expressed in thousands of RMB)
IISignificant accounting policies and accounting estimates (continued)
9Criteria for determining cash and cash equivalents
In the preparation of the cash flow statement, the Company recognizes cash holdings and deposits that can be used for payment at any time as cash.
The Company recognizes cash that is easily converted into known amount with short holding period (generally due within three months from the date of purchase) and strong liquidity, and investments with low risk of changes in value (including investments in bonds within three months, while excluding equity investments), as cash equivalents.
10Foreign currency business and translation of foreign currency statement
(1)Foreign currency transactions
Foreign currency transactions between the Company and its subsidiaries are translated into base currency at the spot exchange rate on the transaction date.
Foreign currency monetary items are translated at the spot exchange rate on the balance sheet date, and the exchange differences resulted therefrom, except that the exchange differences arising from special foreign currency loans related to the acquisition and construction of assets eligible for capitalization should be treated in accordance with the principle of capitalization of borrowing costs, are all included in the current profit and loss. Foreign currency non-monetary items measured at historical cost are still translated at the spot exchange rate on the transaction date, and the amount of base currency for bookkeeping is not changed.
Foreign currency non-monetary items measured at fair value are translated at the spot exchange rates on the date when the fair value is determined, and the exchange differences resulted therefrom are included in profit or loss in the current period as a change in fair value. In the case of foreign currency non-monetary items that are available for sale, the exchange differences incurred are included in other comprehensive income.
(2)Translation of foreign currency financial statement
When the Company translates the financial statements of overseas operations, the assets and liabilities in the balance sheet are translated at the spot exchange rate on the balance sheet date. The owner's equity items, except for the "undistributed profit" items, are translated at the spot exchange rate at the time of occurrence of items. All the incurred items in the income statement are translated at the current average exchange rate of the period in which transactions occur.
The translation differences of foreign currency financial statement arising from the above translation are included in other comprehensive income. When disposing of an overseas operation, the translation differences in the foreign currency financial statements related to the foreign operation listed in other comprehensive income items in the balance sheet are transferred from the other comprehensive income item to the current profit and loss. All the incurred items in the cash flow statement are translated at the current average exchange rate of the period in which transactions occur. All the opening balance and actual amount of the previous year are listed on the basis of the amount translated in the previous year.
TCL Corporation
Notes to Financial Statements
(For the period from 1 January 2018 to 31 December 2018)
(The amounts in tables are expressed in thousands of RMB)
IISignificant accounting policies and accounting estimates (continued)
11Financial instruments
Financial instruments include financial assets, financial liabilities and equity instruments.
(1)Classification of financial instrument
The Company classifies financial assets and liabilities at initial recognition based on the contractual terms of the financial instruments issued and the economic substance they reflect but not only the legal form, in combination with the purpose of the acquisition of financial assets and liabilities, to the following categories: financial assets (or financial liabilities) that are measured at fair value and whose changes are included in current profit and loss; held-to-maturity investments; receivables; available-for-sale financial assets.
(2)Recognition basis and measurement method of financial instruments
Financial assets and financial liabilities are measured at fair value on initial recognition. For financial assets or liabilities that are measured at fair value and whose changes are included in the current profits or losses, transaction expenses are directly recognized in the current profit and loss. For other financial assets or liabilities, transaction expenses are included in the initial recognition amount.
The Company conducts subsequent measurement of financial assets at fair value, and does not deduct the transaction costs that may occur in the future disposal of the financial assets, except for the following cases: held-to-maturity investments and loans and receivables are measured at amortized cost by the effective interest method; and derivative financial assets that are linked to, and required to be settled by the delivery of, equity instruments not quoted in an active market with a fair value that cannot be measured in a reliable way, are measured at costs.
The Company conducts subsequent measurement of financial liabilities at amortized costs by the effective interest method, except for the following cases: financial liabilities that are measured at fair value and whose changes are included in the current profit and loss are measured at fair value; and derivative financial liabilities that are linked to, and required to be settled by the delivery of, equity instruments not quoted in an active market with a fair value that cannot be measured in a reliable way, are measured at costs.
(3)Recognition basis and measurement method of financial asset transfer
The transfer of financial assets means that the Company transfers or delivers the financial assets to the other party (the transferred party) other than the issuer of the financial assets.
If the Company has transferred almost all the risks and rewards of the financial asset ownership to the transferred party, the recognition of the financial assets will be terminated, while if the Company retains almost all the risks and rewards of the financial asset ownership, the recognition of the financial assets will not be terminated.
Where the transfer of financial assets meets the conditions for termination of recognition, based on the consideration received for the transfer, the difference between the sum of accumulated changes in the fair value originally recorded in the owner's equity (in the case where the transferred financial assets are available for sale) and the book value of transferred financial assets is included in the current profit and loss. If the transfer of financial assets does not meet the conditions for termination
TCL Corporation
Notes to Financial Statements
(For the period from 1 January 2018 to 31 December 2018)
(The amounts in tables are expressed in thousands of RMB)
of recognition, the Company will keep the recognition of the transferred financial assets and recognize the consideration received as a financial liability.
TCL Corporation
Notes to Financial Statements
(For the period from 1 January 2018 to 31 December 2018)
(The amounts in tables are expressed in thousands of RMB)
IISignificant accounting policies and accounting estimates (continued)
11Financial instruments (continued)
(4)Conditions for the derecognition of financial liabilities
If all or part of the current obligations of a financial liability has been discharged, recognition of the financial liability or part of it is terminated; if the Company signs an agreement with the creditor to replace the existing financial liabilities with new ones, and the terms of the contract of new financial liabilities are substantially different from the existing ones, the recognition of existing financial liabilities is terminated and the new financial liabilities are recognized.
If substantial changes are made to all or part of the contractual terms of existing financial liabilities, the recognition of existing financial liabilities or the part thereof will be terminated, and the financial liabilities with modified new terms will be recognized as a new financial liability. When the recognition of a financial liability is terminated in whole or in part, the difference between the book value of the financial liability with recognition terminated and the consideration paid (including the transferred non-cash assets or new financial liabilities assumed) will be included in the current profit and loss.
If the Company repurchases part of the financial liabilities, the book value of the financial liabilities as a whole is allocated on the repurchase date based on the relative fair value of the portion continue to be recognized and the portion terminated to be recognized. The difference between the book value assigned to the portion terminated to be recognized and the consideration paid (including the transferred non-cash assets or new financial liabilities assumed) is included in the current profit and loss.
(5)Methods for determining the fair value of financial assets and financial liabilities
The Company determines the fair value of financial instruments with active markets by the quoted prices in active markets. For financial instruments without active market, the Company determines the fair value by valuation techniques. In the valuation, the Group adopts valuation techniques that are applicable under current circumstances and that are with sufficient available data and other information, and selects input values that are consistent with the asset or liability characteristics considered by market participants in the transactions of related assets or liabilities, and tries the best to give priority to relevant observable input values. Non-observable input values are used in the cases that the relevant observable input values are not available or are not practicable.
(6)Impairment of financial assets
On the balance sheet date, the Company checks the book value of financial assets other than the ones measured at fair value and whose changes are included in the current profit and loss. In case that objective evidence of impairment of the financial assets is found, the impairment loss is recognized and allowance for impairment is made.
(a)Measurement of impairment losses on held-to-maturity investments, loans and receivables
If impairment of a financial assets measured at amortized cost, such as held-to-maturity investments and loans, occurs, the Company recognizes the difference between the present value of the future cash flows of the financial asset and the book value as the impairment loss, which is included in the current profit and loss. The expected present value of future cash flows is determined by discounting the original real interest rate of the financial asset, taking into account the value of the relevant collateral.
TCL Corporation
Notes to Financial Statements
(For the period from 1 January 2018 to 31 December 2018)
(The amounts in tables are expressed in thousands of RMB)
The Company conducts separate impairment tests on financial assets with significant single amount. In case that objective evidence of impairment of a financial asset is found, the impairment loss is recognized and included in the current profit and loss. Financial assets with insignificant single amount may be tested individually for impairment or tested in a combination of financial assets with similar credit risk characteristics together with financial assets without impairment after being separately tested.
TCL Corporation
Notes to Financial Statements
(For the period from 1 January 2018 to 31 December 2018)
(The amounts in tables are expressed in thousands of RMB)
IISignificant accounting policies and accounting estimates (continued)
11Financial instruments (continued)
(6)Impairment of financial assets (continued)
For the impairment loss recognized on the financial assets measured at amortized cost, if there is objective evidence that the value of the financial assets has recovered and is objectively related to the events occurring after the recognition of the loss, the previously recognized impairment loss is reversed and included in the current profit and loss.
The measurement of impairment losses on receivables is described in the allowance policies for doubtful accounts.
(b)Measurement of impairment losses on available-for-sale financial assets
The Company conducts a separate inspection of each available-for-sale equity instrument investment on the balance sheet date. If the fair value of the equity instrument invested on the balance sheet date is less than 50% of its initial investment cost (including 50%) or less than its initial investment cost over one year (including one year), it indicates that the investment is impaired; if the fair value of the equity instrument invested on the balance sheet date is less than its initial investment cost by more than 20% (including 20%) but has not yet reached 50%, the Company will consider other relevant factors, such as price volatility, to determine whether the equity instrument investment is impaired.
In the event that the financial assets available for sale are impaired, even if the recognition of financial assets is not terminated, the Company transfers the accumulated loss resulting from the decline of fair value, which was directly included in other comprehensive income originally, from other comprehensive income to the current profit and loss. The accumulated loss transferred is equal to the balance of the initial acquisition cost of the financial assets available for sale after deducting the recovered principal and the amortized amount, the current fair value and the impairment losses already recorded in the profit and loss.
For equity instrument investments that are not quoted in active markets and whose fair value cannot be reliably measured, or derivative financial assets that are linked to the equity instruments and required to be settled by delivery of the equity instruments, the Company recognizes their impairment as impairment losses based on the difference between the present value of future cash flow of the financial asset and its book value, and include the impairment losses in the current profit and loss. The impairment losses incurred on these assets are not reversed in subsequent accounting periods.
For available-for-sale debt instruments that have been recognized for impairment loss, if the fair value increases in the subsequent accounting period and is objectively related to events that occur after the original impairment losses have been recognized, the previously recognized impairment losses are transferred back to the current profit and loss; the impairment losses on available-for-sale equity instruments are reversed through equity when the value of the equity instruments recovers; but for impairment losses on equity instruments that are not quoted in active markets and whose fair value cannot be measured in a reliably way, or derivative financial assets that are linked to, and required to be settled by delivery of the equity instruments, are not reversed.
TCL Corporation
Notes to Financial Statements
(For the period from 1 January 2018 to 31 December 2018)
(The amounts in tables are expressed in thousands of RMB)
IISignificant accounting policies and accounting estimates (continued)
12Recognition criteria and accrual method for allowance for doubtful accounts receivable
Receivables refer to non-derivative financial assets that are not quoted in active markets with fixed or determinable recovery amounts. The Company adopts allowance method for the accounting of losses arising from doubtful accounts.
(1)Recognition criteria for allowance for doubtful accounts receivable
On the balance sheet date, the Company checks the book value of receivables. In case that objective evidence of impairment of the receivables is found, the impairment loss is recognized and allowance for impairment is made. When one of the following conditions occurs, it indicates that receivables are impaired:
(a) The debtor is in serious financial difficulties;
(b) The debtor violated the terms of a contract, broke a contract or failed to perform its debt service obligations;
(c) The creditor made concessions to the debtor with financial difficulties due to economic or legal considerations;
(d) The debtor is likely to go bankrupt or undergo other financial restructuring;
(e) Other objective evidence of impairment of receivables.
(2)Recognition criteria for doubtful accounts
(a) The debtor has gone bankrupt or died, and the receivables still cannot be recovered after the liquidity of bankrupt’s estate or legacy; or
(b) The debtor failed to perform its debt-servicing obligations and the obvious characteristics indicate that it is impossible or unlikely to recover the receivables.
Receivables confirmed to be unrecoverable are written off as dead accounts after being approved by the Board of Directors.
(3)Accrual method for allowance for doubtful accounts
The Company conducts separate impairment tests on receivables with significant single amount. In case that objective evidence of impairment of a receivable is found, the impairment loss is recognized based on the difference between the present value of estimated future cash flows and the book value, and allowance for doubtful accounts is made. For receivables with insignificant single amount, impairment test may be conducted individually, or classify the receivables into portfolios based on similar credit risk characteristics together with receivables without impairment after being separately tested, and determinate the impairment losses according to a certain proportion of the receivable portfolio in the balance on the balance sheet date, and made allowance for doubtful accounts. The allowance for doubtful accounts determined according to a certain proportion of the balance of the receivables portfolio can fully reflect the actual impairment losses incurred by each item, and the accrual ratio are reasonably determined based on the actual loss rate of the portfolios, taking account of the current situation. Similar credit risk characteristics are determined by the
TCL Corporation
Notes to Financial Statements
(For the period from 1 January 2018 to 31 December 2018)
(The amounts in tables are expressed in thousands of RMB)
Company and its subsidiaries based on actual conditions, including but not limited to industry distribution, regional distribution, overdue status and aging. If a receivable is not possible to be reasonably classified into a portfolio with similar credit risk characteristics, a separate impairment test is required.
TCL Corporation
Notes to Financial Statements
(For the period from 1 January 2018 to 31 December 2018)
(The amounts in tables are expressed in thousands of RMB)
IISignificant accounting policies and accounting estimates (continued)
13Inventories
(1)Classification of inventories
The Company classifies inventories into raw materials, in-process products, development costs, finished products, goods shipped in transit, turnover materials and molds with an expected benefit period of less than one year, depending on the purpose of holding the inventories. Turnover materials include low-value consumables and packaging materials.
(2)Valuation method for inventories shipped in transit
All types of inventories are accounted for at actual cost, and actual costs include purchase costs, processing costs and other costs. Inventories are shipped in transit by weighted average method.
(3)Basis for determining the net realizable value of inventories and accrual method for inventory valuation allowance
Ending inventories are measured at cost or net realizable value, whichever is lower. In cases that difference exists due to the net realizable value is less than the cost of inventories, inventory valuation allowance is made based on individual inventory item or inventory category, and the difference is recognized in the current profit and loss.
For inventories of goods directly used for sale, such as finished goods, merchandise inventories and materials for sale, in the normal production and operation process, the net realizable value is determined by the amount of the estimated selling price of the inventory less the estimated sales cost and relevant taxes and fees; for material inventories that need to be processed, in the normal production and operation process, the net realizable value is determined by the amount of the estimated selling price of finished products produced less the estimated cost to be occurred at the time of completion, the estimated selling expenses and related taxes; for inventories held for the execution of sales contracts or labor contracts, the net realizable value is calculated on the basis of the contract price, and if the quantity of inventories held is more than the quantity specified in sales contracts, the net realizable value of excess inventories is calculated based on the general sales price.
At the end of the period, inventory valuation allowance is accrued according to individual inventory items; but for a large number of inventories with lower unit prices, inventory valuation allowance is accrued according to inventory category; for inventories related to the product series produced and sold in the same region with the same or similar end use or purpose, and that is difficult to be measured separately from other items, inventory valuation allowance is accrued combined with other items.
If the influencing factors of the write-down of inventory value have disappeared, the amount written-down is recovered and reversed to the amount of inventory valuation allowance already accrued, and the amount reversed is included in the current profit and loss.
(4)Inventory system
The Company adopts a perpetual inventory system for inventory management.
(5)Amortization method of turnover materials
TCL Corporation
Notes to Financial Statements
(For the period from 1 January 2018 to 31 December 2018)
(The amounts in tables are expressed in thousands of RMB)
The Company amortizes turnover materials by the one-off amortization method, and the molds with a benefit period of less than one year are amortized within the period of not exceeding one year according to the expected benefit period.
TCL Corporation
Notes to Financial Statements
(For the period from 1 January 2018 to 31 December 2018)
(The amounts in tables are expressed in thousands of RMB)
IISignificant accounting policies and accounting estimates (continued)
14Long-term equity investments
Long-term equity investments comprise the Company’s long-term equity investments in its subsidiaries, and the Group’s long-term equity investments in its associates and joint ventures.
Subsidiaries are the investees over which the Company is able to exercise control. A joint venture is a joint arrangement which is structured through a separate vehicle over which the Group has joint control together with other parties and only has rights to the net assets of the arrangement based on legal forms, contractual terms and other facts and circumstances. Associates are the investees that the Group has significant influence on their financial and operating policies.
Investments in subsidiaries are presented in the Company’s financial statements using the cost method, and are adjusted to the equity method when preparing the consolidated financial statements. Investments in a joint venture and associates are accounted for using the equity method.
(1)Recognition of initial investment cost
(a)Long-term equity investment formed by business combination
For long-term equity investment acquired by business combination involving enterprises under common control, the book value of assets and liabilities of the combined party in the consolidated financial statements of the ultimate controlling party as at the date of combination (including the goodwill formed by the ultimate controlling party's acquisition of the combined party) is recognized as investment cost. For long-term equity investment formed by combination, the share of the book value of shareholders’ equity of the combined party acquired on the date of combination is recognized as initial investment cost. The difference between the initial investment cost and assets paid as the consideration for combination, the book value of liabilities incurred or assumed and the total par value of shares issued, is used to adjust capital reserve, and when the capital reserve is insufficient, it is used to adjust retained earnings.
For long-term equity investment acquired by business combinations involving enterprises under non-common control, the combination cost is recognized as investment cost of the long-term equity investment. The combination cost is the fair value of assets paid, the liabilities incurred or assumed, and the equity securities issued to acquire the control of acquired party on the date of acquisition. The difference between the higher combination cost and lower fair value of identifiable net assets of the acquired party acquired in the combination is recognized as goodwill; the difference between the lower combination cost and higher fair value of identifiable net assets of the acquired party acquired in the combination is included in the current profit and loss after review. For business combination involving enterprises under non-common control realized step by step through multiple transactions, the sum of the book value of equity investment held by the acquirer before the date of acquisition and the new investment cost on the date of acquisition is recognized as initial investment cost, and the combination cost includes the sum of assets paid, the liabilities incurred or assumed by the acquirer, and the fair value of equity securities issued.
(b)Long-term equity investment acquired by other means
For long-term equity investment acquired by cash payment, the actual acquisition price is recognized as initial investment cost. The initial investment cost includes expenses, taxes and other necessary expenses directly related to the acquisition of the long-term equity investment; the transaction costs incurred when issuing or acquiring the own equity instruments of acquirer attributed directly to equity transactions can be deducted from the equity.
TCL Corporation
Notes to Financial Statements
(For the period from 1 January 2018 to 31 December 2018)
(The amounts in tables are expressed in thousands of RMB)
For long-term equity investment acquired by issuing equity securities, the fair value of equity securities issued is recognized as initial investment cost.
Provided that the non-monetary asset exchange contains commercial substance and the fair value of the assets received or assets surrendered can be reliably measured, the initial investment cost of the long-term equity investment received with non-monetary assets is determined based on the fair value of the assets surrendered, except that there is conclusive evidence indicates that the fair value of assets received is more reliable. For non-monetary assets that do not satisfy the above condition, the book value of assets surrendered and related taxes and fees payable are recognized as the initial investment cost of the long-term equity investment.
The initial investment cost of a long-term equity investment acquired by debt restructuring is determined on the basis of fair value.
TCL Corporation
Notes to Financial Statements
(For the period from 1 January 2018 to 31 December 2018)
(The amounts in tables are expressed in thousands of RMB)
IISignificant accounting policies and accounting estimates (continued)
14Long-term equity investment (continued)
(2)Subsequent measurement and recognition of related profit and loss
(a)Subsequent measurement
The Company adopts the cost method to account for the long-term equity investments under the control of investee, and the consolidated financial statements are adjusted in accordance with the equity method in preparation.
The Company adopts the equity method to account for the long-term equity investments in associates and joint ventures. The difference between the higher initial investment cost and the fair value share of identifiable net assets of the investee enjoyed in the investment is not used to adjust the initial investment cost of the long-term investment; the difference between the lower initial investment cost and the fair value share of identifiable net assets of the investee enjoyed at the time of conducting the investment is included in the current profit and loss.
(b)Recognition of profit and loss
Under the cost method, in addition to the actual payment or the cash dividends or profits included in the consideration that have been declared but not yet paid, the Company recognizes the investment income according to the cash dividends or profits that the investee declared to pay.
Under the equity method, when the investment enterprise confirms that it should enjoy the net profit or net loss of the investee, it should adjust the net profit of the investee based on the fair value of identifiable assets of the investee at the time of conducting the investment before the confirmation, and the part of profit and loss of internal transaction between the investor and associates and joint venture that should be attributed to the investor according to the shareholding ratio, should be offset, and the investment profit and loss should be confirmed on this basis. When the Company confirms that it should assume the loss occurred by the investee, the process hereunder is followed: first, the book value of the long-term equity investment is offset. Secondly, if the book value of the long-term equity investment is insufficient for the offset, the investment loss is continued to be recognized, and the book value of long-term receivable items is offset, subject to other book value of the long-term equity that substantially constitutes the net investment of the investee. Finally, after the above-mentioned treatment, if the Company still bears additional obligations in accordance with the investment contract or agreement, the provisions are recognized according to the estimated obligations and included in the current investment losses.
If the investee realizes profit in the future period, the Company shall, after deducting the unconfirmed loss share, conduct the process in the reverse order of the above to write down the book balance of the confirmed liabilities and recover other long-term equity that substantially constitute net investment of the investee and the book value of the long-term equity, and recognize the profit as investment income.
TCL Corporation
Notes to Financial Statements
(For the period from 1 January 2018 to 31 December 2018)
(The amounts in tables are expressed in thousands of RMB)
Other changes in the owner's equity other than net profit or loss, other comprehensive income and profit distribution of the investee, are used to adjust the book value of the long-term equity investment and included in capital reserve. The unrealized profit and loss from internal transactions between the Group and the investee attributed to the Group according to the shareholding ratio, is offset, and the investment profit and loss are recognized on this basis. In respect of the internal transaction losses incurred by the Group and the investee, for the part recognized asset impairment losses, the corresponding unrealized losses is not offset.
TCL Corporation
Notes to Financial Statements
(For the period from 1 January 2018 to 31 December 2018)
(The amounts in tables are expressed in thousands of RMB)
IISignificant accounting policies and accounting estimates (continued)
14Long-term equity investment (continued)
(3)Step-by-step disposal of investment in subsidiaries
When the terms, conditions and economic influence of transactions of the equity investment of the subsidiary conform to one or more of the following, accounting for multiple transactions is treated as a package transaction:
(a) These transactions are made simultaneously or with consideration of influence on each other;
(b) These transactions can only achieve a complete business outcome as a whole;
(c) The occurrence of a transaction depends on the occurrence of at least one of the other transaction;
(d) A transaction alone is uneconomical, but is economical when considered together with other transactions.
When an enterprise loses control over the original subsidiary due to disposal of part of the equity investment or other reasons, if the transactions do not belong to a package transaction, the accounting treatment of individual financial statements and consolidated financial statements should be distinguished as follows:
(a) In the individual financial statements, the disposed equity should be accounted for in accordance with the “Accounting Standards for Business Enterprises No. 2 – Long-term Equity Investment”; meanwhile, the remaining equity should be recognized as long-term equity or other related financial assets based on its book value. If the remaining equity after disposal can be used to exercise common control or significant influence on the original subsidiary, it shall be accounted for in accordance with the relevant provisions on the conversion of the cost method into the equity method..
(b) In the consolidated financial statements, the remaining equity should be re-measured in accordance with its fair value on the date of loss of control. The difference between the sum of the consideration acquired from the disposal of the equity and the fair value of the remaining equity, less the share of net assets of the original subsidiary that should be enjoyed in accordance with the original share-holding ratio from the date of acquisition, is included in the current profit and loss of the period in which loss of control occurred. Other comprehensive income related to the original subsidiary's equity investment should be converted into current investment income when control is lost. The enterprise shall disclose in the notes the fair value of the remaining equity after disposal on the date of loss of control and the amount of relevant gains or losses arising from the disposal remeasured based on the fair value.
If the transactions of disposal of equity investment in a subsidiary until the loss of control is a package transaction, the accounting treatment of individual financial statements and consolidated financial statements should be distinguished as follows: :
(a) In the individual financial statements, the difference between each disposal price and the book value of the long-term equity investment corresponding to the disposed equity before the loss of control is recognized as other comprehensive income, and transferred to the current profit and loss of the period in which the loss of control occurred;
TCL Corporation
Notes to Financial Statements
(For the period from 1 January 2018 to 31 December 2018)
(The amounts in tables are expressed in thousands of RMB)
(b) In the consolidated financial statements, the difference between each disposal price and the disposal of investment corresponding to the share of the net assets of the subsidiary before the loss of control is recognized as other comprehensive income, and transferred to the current profit and loss of the period in which the loss of control occurred.
TCL Corporation
Notes to Financial Statements
(For the period from 1 January 2018 to 31 December 2018)
(The amounts in tables are expressed in thousands of RMB)
IISignificant accounting policies and accounting estimates (continued)
14Long-term equity investment (continued)
(4)Basis for determining control, common control and significant influence on the investee
Control means having the power of control over the investee, enjoying variable returns by participating in the relevant activities of the investee, and having the ability to use the power over the investee to influence the amount of returns.
Common control means the control that is common to an arrangement in accordance with the relevant agreement, and the decisions of relevant activities of the arrangement must be made upon agreement of the Group and other parties sharing the control rights.
Significant influence means the power to participate in the decision-making of the financial and operating policies of the investee, but by which cannot control or commonly control together with other parties the formulation of the policies.
(5)Impairment test and allowance for impairment
On the balance sheet date, if there is any indication that the long-term equity investment is impaired due to continuous decline in the market price or deterioration of operating conditions of the investee, the recoverable amount of long-term equity investment is determined according to the net value of a single long-term equity investment less the disposal expenses or the present value of expected future cash flows of the long-term equity investment, whichever is higher. When the recoverable amount of the long-term equity investment is lower than the book value, the book value of assets is written-off to the recoverable amount, and the amount written-down is recognized as asset impairment losses, which is included in the current profit and loss, and the corresponding allowance for asset impairment is made.
For long-term equity investments without significant influence or quotation in an active market and whose fair value cannot be measured in a reliable way, the impairment loss is determined by the difference between the book value and the present value determined by discounting the future cash flows of similar financial assets at the current market rate of return.
Other long-term equity investments with signs of impairment other than goodwill arising from business combination, if the measurement of recoverable amount indicates that the recoverable amount of the long-term equity investment is lower than its book value, the difference is recognized as impairment losses.
Goodwill arising from a business combination is tested for impairment annually, regardless of whether there is any indication of impairment.
Once the impairment loss of long-term equity investment is confirmed, it will not be reversed.
15Investment property
TCL Corporation
Notes to Financial Statements
(For the period from 1 January 2018 to 31 December 2018)
(The amounts in tables are expressed in thousands of RMB)
The Company's investment property means the property held for the purpose of earning rent or capital appreciation, or both, including the land use rights that have been leased, the land use rights that are held for transfer upon appreciation, and the leased buildings. In addition, for the vacant buildings held by the Company for the purpose of leases, if the Board of Directors makes a written resolution that expressly indicates that the buildings will be used for leases and the intention of holding will not change in a short-term, the building will also be reported as investment property.
The Company adopts the cost model for subsequent measurement of investment property. For the purpose of depreciation or amortization method, the same amortization policy adopted for buildings as fixed assets and land use rights as intangible assets are used.
TCL Corporation
Notes to Financial Statements
(For the period from 1 January 2018 to 31 December 2018)
(The amounts in tables are expressed in thousands of RMB)
IISignificant accounting policies and accounting estimates (continued)
16Fixed assets
(1)Recognition criteria for fixed assets
Fixed assets mean tangible assets held for the purpose of producing goods, rendering of services, leases or operation management, whose service life is more than one fiscal year. Fixed assets satisfying the following conditions are recognized:
(a) The economic benefits associated with the fixed assets are likely to flow into the enterprise;
(b) The cost of the fixed asset can be measured in a reliable way.
The Company's fixed assets are classified into buildings, machinery and equipment, office and electronic equipment, transportation vehicles and fixed assets renovation in line with capitalization conditions. Where each component of a fixed asset with a different service life provides economic benefits to the Company in different ways and applies different depreciation rates, it is recognized as a single fixed asset.
Fixed assets are initially measured at cost. The cost of purchasing fixed assets includes the purchase price, related taxes, and other expenses attributable to the fixed asset before it is ready for the intended use, such as the expenses on transportation, handling, installation and professional services, etc. When determining the cost of fixed assets, discard expenses should be considered. Subsequent expenditures related to fixed assets that satisfy the recognition criteria of fixed assets are included in the cost of fixed assets; otherwise, they are recognized in profit and loss in the period in which they arise.
(2)Recognition and initial measurement of fixed assets under a financing lease
If one of the following conditions specified in the terms of the lease agreement of an asset singed between the Company and the leasing party, it is recognized as an asset under financing lease:
(a) The ownership of the leased asset is attributable to the Company upon the expiry of lease;
(b) The Company has the option to purchase the asset, and the purchase price is much lower than the fair value of the asset when the option is exercised;
(c) The lease term represents the majority of the service life of the leased asset;
(d) The present value of the minimum lease payments on the lease start date is not significantly different from the fair value of the asset.
On the date of the lease starts, the Company recognizes the fair value of the leased asset or the present value of the minimum lease payment as the book value of the leased asset, which ever is lower, and recognizes the minimum lease payment amount as the book value of the long-term payable, the difference is recognized as unconfirmed financing costs. Unrecognized financing expenses are apportioned over the lease term by the effective interest method.
TCL Corporation
Notes to Financial Statements
(For the period from 1 January 2018 to 31 December 2018)
(The amounts in tables are expressed in thousands of RMB)
IISignificant accounting policies and accounting estimates (continued)
16Fixed assets (continued)
(3)Depreciation method for fixed assets
Fixed assets are depreciated by the straight-line method. The depreciation rate of various fixed assets is determined according to the estimated service life and estimated residual value (the estimated residual value is 0-3% of the original value). The depreciation rate of classified fixed assets is as follows:
Asset CategoryEstimated Service LifeAnnual Depreciation Rate
Houses and buildings20-50 years2-5%
Machinery and equipment (exclude mold)5-11 years9-20%
Mold (with benefit period more than one year)1-3 years33-100%
Office and electronic equipment3-5 years20-33%
Transportation equipment4-5 years20-25%
Other devices4-5 years20-25%
Fixed assets renovation is amortized evenly over the benefit period.
All fixed assets are subject to depreciation, except for fixed assets that have been fully depreciated and continue to be used, and the land that is priced and recorded separately. Fixed assets are depreciated on a monthly basis. Fixed assets added are not depreciated in the current month when being added but from the following month; fixed assets reduced are still depreciated in the current month when being reduced, and no depreciation is made from the following month. Fixed assets that are not profitable for the enterprise or not used temporarily (other than seasonally deactivated) are recognized as idle fixed assets. The estimated life expectancy and depreciation rate of idle fixed assets should be re estimated, and depreciation is directly included in the current profit and loss.
17Construction in progress
Construction in progress refers to the necessary expenses incurred by the Company for the purchase and construction of fixed assets or investment property before being ready for the expected usable status, including engineering materials costs, labor costs, related taxes and fees, borrowing costs that should be capitalized and indirect costs that should be apportioned. Construction in progress is accounted for separately according to individual projects.
After the construction in progress is ready for its intended use, it must be transferred to fixed assets or investment property, whether the final accounting procedures are completed or not.
TCL Corporation
Notes to Financial Statements
(For the period from 1 January 2018 to 31 December 2018)
(The amounts in tables are expressed in thousands of RMB)
IISignificant accounting policies and accounting estimates (continued)
18Borrowing costs
Borrowing costs refer to interest and other related costs incurred by the Company as a result of borrowings, including interest on borrowings, amortization of discounts or premiums, ancillary expenses, and exchange differences arising from foreign currency borrowings.
Borrowing costs that can be directly attributable to the acquisition, construction or production of assets eligible for capitalization are capitalized and included in the relevant asset cost. Other borrowing costs are recognized as expenses in the period in which they are incurred, and are included in the current profit and loss. Assets eligible for capitalization refer to fixed assets, investment property and inventories (only refers to inventories with an acquisition, construction and production process for more than one year) that require a substantial period of acquisition, construction or production activities to get ready for the intended use or sale status.
Borrowing costs refer to the interest of borrowings, the amortization of discounts or premiums, auxiliary expenses and exchange differences arising from foreign currency borrowings incurred by the Company. Borrowing costs begin to be capitalized when the following three conditions are all satisfied:
(1) Asset expenditure has occurred;
(2) Borrowing costs have occurred;
(3) The acquisition, construction or production activities necessary to enable the assets to be ready for the intended usable or saleable state have commenced.
When an asset satisfied the capitalization conditions is abnormally interrupted during the process of acquisition, construction or production and the interruption period lasts for more than three months, the capitalization of the borrowing costs is suspended and recognized as the current expenses until the acquisition, construction or production of the assets starts again. When an asset satisfied the capitalization conditions is ready for its intended use or sale, the capitalization is stopped and the borrowing costs incurred in the future are included in the current profit and loss. The period of capitalization refers to the period from the time when the borrowing costs start to be capitalized to the point when the capitalization is stopped, and the period in which the borrowing costs are suspended for capitalization is not included.
During the period of capitalization, if special borrowings are made for the acquisition, construction or production of assets eligible for capitalization, the amount of the interest expenses actually incurred during the current period of the special borrowings, less the amount of interest income earned by depositing unused borrowing funds in a bank or investment income earned by temporary investment, is recognized as the amount of capitalization. When a general loan is occupied for the purpose of purchasing, constructing or producing assets satisfied the capitalization conditions, the amount of capitalization is determined according to the weighted average of the accumulated asset expenditure exceeding the special loan portion multiplied by the capitalization rate of the general loan occupied; the capitalization rate is determined based on the weighted average interest rate of general borrowings.
TCL Corporation
Notes to Financial Statements
(For the period from 1 January 2018 to 31 December 2018)
(The amounts in tables are expressed in thousands of RMB)
IISignificant accounting policies and accounting estimates (continued)
19Intangible assets
Intangible assets are recorded at the actual cost at the time of acquisition. The service life of intangible assets is analyzed and judged at the time of acquisition. Intangible assets with a finite service life are amortized on the shortest of the estimated service lives, the beneficial period of the contract and the effective period specified by law from the time when the intangible assets are available for use. The amortization period is as follows:
Category
Land use rights
Patents and non-patent technologies
Software usage fee
Other
The Company reviews the service life and amortization method of intangible assets with limited service life at least at the end of each year, and made adjustment if necessary.
If an intangible asset is unforeseen to bring economic benefits to the Company, it is regarded as an intangible asset with an indefinite service life, which will be reviewed in each accounting period. If there is evidence indicates that the service life of the intangible asset is limited, then it is converted to an intangible asset with limited service life. Intangible assets with indefinite service lives are not amortized.
The expenditures of the Company's internal research and development projects are classified into expenditures in the research phase and expenditures in the development phase. Research means an original, planned survey of acquiring and understanding new scientific or technical knowledge. Development means the application of research results or other knowledge to a plan or design to produce new or substantially improved materials, devices, products, etc. prior to commercial production or use.
The expenditures in the research phase of the Company's internal research and development projects are included in the current profit and loss when incurred; expenditures in the development phase are recognized as intangible assets only when the following conditions are all satisfied:
(1) It is technically feasible to complete the intangible asset to enable it to be used or sold;
(2) There is intent to complete the intangible asset and use or sell it;
(3) The intangible assets can bring economic benefits;
(4) There are sufficient technical, financial and other resources to support the development of the intangible assets as well as ability to use or sell the intangible assets;
(5) Expenditures attributable to the development stage of the intangible asset can be measured in a reliable way.
If the above conditions cannot be all satisfied, the expenditures are included in the current profit and loss when incurred.
TCL Corporation
Notes to Financial Statements
(For the period from 1 January 2018 to 31 December 2018)
(The amounts in tables are expressed in thousands of RMB)
IISignificant accounting policies and accounting estimates (continued)
20Long-term prepaid expenses
Long-term prepaid expenses refer to various expenses that the Company has paid and whose period of amortization is more than one year, such as the improvement expenses incurred in renting fixed assets by operating leases. Long-term prepaid expenses are amortized on a straight-line basis within the beneficial period of the expense items.
21Impairment of long-lived assets
The impairment of assets other than inventories, financial assets and deferred income tax assets is determined by the Company as follows:
On the balance sheet date, if there is evidence indicates that the asset is idle, there is a use termination plan or the market price drops sharply, or the external environment changes significantly, impairment test should be conducted. The difference between the recoverable amount of the asset and its book value is recognized as impairment loss and included in the current profit and loss, and corresponding allowance for asset impairment is made. For the goodwill formed by business combination and the intangible assets with indefinite service life, impairment test is carried out every year regardless of whether there is any indication of impairment. The recoverable amount is determined based on the net amount of fair value of assets less the disposal expenses, or the present value of estimated future cash flows of the assets, whichever is lower. The Company estimates the recoverable amount based on the individual assets. If it is difficult to estimate the recoverable amount of the individual assets, the recoverable amount of the asset is determined based on the asset group to which the asset belongs. After the asset impairment loss is recognized, the depreciation or amortization expense of the impaired assets will be adjusted accordingly in the future period.
Once the asset impairment loss is confirmed, it cannot be reversed in the future accounting period.
Treatment of goodwill impairment: in the impairment test of goodwill, the book value of goodwill is apportioned to the asset group or asset group portfolio expected to benefit from the synergy of business combination, and the book value of goodwill is apportioned to the relevant asset group or asset group combination in a reasonable way. In the case of impairment test, the asset group or asset group portfolio that does not contain goodwill is tested for impairment first to confirm the corresponding asset impairment loss, and then the asset group or asset group containing goodwill is tested for impairment to confirm the corresponding goodwill impairment loss.
22Asset transfer with repurchase conditions
When the Company sells products or transfers other assets, it signs a product or a transfer asset repurchase agreement with the purchaser, and determines whether the sales commodity satisfies the revenue recognition conditions according to the terms of the agreement. If the after-sales repurchase is a financing transaction, the Company does not recognize the sales revenue when the product or asset is delivered. If the repurchase price is greater than the difference between the sales price, interest of the difference is accrued on time during the repurchase period, and included in financial expenses.
TCL Corporation
Notes to Financial Statements
(For the period from 1 January 2018 to 31 December 2018)
(The amounts in tables are expressed in thousands of RMB)
IISignificant accounting policies and accounting estimates (continued)
23Provisions
When the Company is involved in any litigation, debt guarantee, contract loss or reorganization, which is likely in need of future delivery of assets or rendering of services, and the amount of which can be measured in a reliable way, it is recognized as provisions.
(1)Recognition criteria of provisions
When an obligation related to the contingent events satisfies all the following conditions, it is recognized by the Company as provisions:
(a) The obligation is the current obligation of the Company;
(b) The fulfillment of the obligation is likely to cause economic benefits to flow out of the Company;
(c) The amount of the obligation can be measured in a reliable way.
(2)Measurement of provisions
The provisions of the Company are initially measured on the basis of the best estimate of the expenditure required to perform the relevant current obligations.
When determining the best estimate, the Company considers factors such as risks, uncertainties and time value of money related to contingent events. Where the time value of money has a significant impact, the best estimate is determined by discounting the relevant future cash outflows.
The best estimates are handled as follows:
In case that there is a continuous range (or interval) of required expenditures, within which the possibility of occurrence of various results is the same, the best estimate is determined by the average of the middle value of the range, that is, the average of the upper and lower limits..
In case that there is no continuous range (or interval) of required expenditures, or there is a continuous range but the possibility of various results in the range is different, if the contingency involves a single item, the best estimate is determined based on the most probable amount; if a contingency involves multiple items, the best estimate is determined based on various possible outcomes and associated probabilities.
If all or part of the expenses required by the Company to settle the provisions are expected to be compensated by a third party, the compensation amount is separately recognized as an asset when it is basically confirmed to be received, and the recognized compensation amount should not exceed the book value of provisions.
TCL Corporation
Notes to Financial Statements
(For the period from 1 January 2018 to 31 December 2018)
(The amounts in tables are expressed in thousands of RMB)
IISignificant accounting policies and accounting estimates (continued)
24Employee benefits
Employee benefits include short-term employee benefits, post-employment benefits, termination benefits and other long-term employee benefits provided in various forms of consideration in exchange for service rendered by employees or compensations for the termination of employment relationship.
(a)Short-term employee benefits
Short-term employee benefits include employee wages or salaries, bonus, allowances and subsidies, staff welfare, premiums or contributions on medical insurance, work injury insurance and maternity insurance, housing funds, union running costs and employee education costs, and short-term paid absences. The employee benefit liabilities are recognized in the accounting period in which the service is rendered by the employees, with a corresponding charge to the profit or loss for the current period or the cost of relevant assets. Non-monetary benefits are measured at their fair value.
(b)Post-employment benefits
The Company classifies post-employment benefit plans as either defined contribution plans or defined benefit plans. Defined contribution plans are post-employment benefit plans under which the Company pays fixed contributions into a separate fund and will have no obligation to pay further contributions; and defined benefit plans are post-employment benefit plans other than defined contribution plans. During the Reporting Period, the Company’s defined contribution plans mainly include basic pensions and unemployment insurance.
(c)Termination benefits
If the Company terminates the labor relationship with an employee before the labor contract expires, or offers compensation for encouraging the employee to accept the redundancies voluntarily, the liabilities arising from the termination of labor relations with the employee is determined, and also included in the current profit and loss, at the time when the group cannot unilaterally withdraw the termination of the labor relationship plan or redundancies proposal, or the time when the cost associated with reorganization involving payment of termination benefits is confirmed, whichever is earlier.
(d)Other long-term employee benefits
Other long-term employee benefits refer to all employee benefits except short-term employment benefits, post-employment benefits and termination benefits.
TCL Corporation
Notes to Financial Statements
(For the period from 1 January 2018 to 31 December 2018)
(The amounts in tables are expressed in thousands of RMB)
IISignificant accounting policies and accounting estimates (continued)
25Share-based payments
The share-based payments of the Company are mainly equity-settled share-based payments, and only allow to be exercised by employees after the completion of their services in the waiting period. On each balance sheet date in the waiting period, based on the best estimate of the number of vesting equity instruments, the services obtained in the current period are included in the relevant costs or expenses and capital reserve based on the fair value at the grant date of the equity instruments.
The fair value of equity instruments is determined by the external appraiser or management based on the binomial distribution method. The best estimate of the vesting equity instrument is determined by the management based on historical statistics on the vesting weights and turnover rates on the balance sheet date.
Equity-settled share-based payments are measured based on the fair value of the equity instruments granted to employees. In case that the vesting right is available immediately after the grant, it is included in relevant cost or expense based on the fair value of the equity instrument on the grant date, and the capital reserve is increased accordingly. In case that the vesting right is available after the completion of services in the waiting period or satisfaction of stipulated performance conditions, on each balance sheet day during the waiting period, the services acquired in the current period are included into the relevant costs or expenses and capital reserve on the basis of the best estimate of the number of feasible equity instruments and at the fair value of the date on which the equity instruments are granted. No adjustments are made to the identified related costs or expenses or total owner's equity after the vesting date.
26Revenue recognition
Revenue is recognized only when economic benefits are likely to flow in and the amount of income and associated costs can be measured in a reliable way, and the following conditions are all satisfied:
(1)Sales of goods
The Company has transferred the main risks and rewards of ownership of the goods to the purchaser, and no longer retains any continuing management right or effective control of the goods, which are usually linked to the ownership, and recognizes the realization of sales revenue of the goods.
(2)Sales of property development products
The realization of sales revenue is recognized when the sales of property is completed and acceptance of the property is qualified, the terms of delivery stipulated in the sales contract are satisfied, and the buyer has obtained the certificate of payment for the delivery of the property stipulated in the sales contract (usually the first payment of the sales contract is received and the payment arrangement of the remaining payment is confirmed).
(3)Rendering of services
TCL Corporation
Notes to Financial Statements
(For the period from 1 January 2018 to 31 December 2018)
(The amounts in tables are expressed in thousands of RMB)
In the case that the transaction results of service rendering can be estimated in a reliable way, the Company confirms the relevant labor revenue according to the percentage of completion method on the balance sheet date; otherwise, the revenue is recognized based on the amount of labor costs that have occurred and are expected to be compensated.
(4)Interest income
Accounted for according to the time and actual interest rate of the Company's monetary funds used by others.
TCL Corporation
Notes to Financial Statements
(For the period from 1 January 2018 to 31 December 2018)
(The amounts in tables are expressed in thousands of RMB)
IISignificant accounting policies and accounting estimates (continued)
26Revenue recognition (continued)
(5)User fee income
Accounted for according to the time and method of charging as stipulated in the relevant contract or agreement.
27Government subsidies
(1)Category
Government subsidies are transfers of monetary or non-monetary assets from the government to the Group at nil consideration. According to the subsidy targets stipulated in the relevant government documents, government subsidies are classified into government subsidies related to assets and government subsidies related to income.
(2)Recognition of government subsidies
If a government subsidy is a monetary asset, it is measured at the amount received or receivable. If a government subsidy is a non-monetary asset, it is measured at fair value. If the fair value cannot be obtained in a reliable way, it is measured at the nominal amount (RMB1). Government subsidies measured at nominal amounts are recognized directly in the current profit and loss.
(3)Accounting treatment
Government subsidies related to assets offset the book value of the underlying assets.
If the government subsidies related to income are used to compensate related costs or losses in the subsequent period, it is recognized as deferred income and included in the current profit and loss or offset costs in the period in which the related costs or losses are recognized; government subsidies used to compensate costs or losses incurred by the enterprise are directly included in the current profit or loss or offset related costs. For government subsidies related to the daily activities of the enterprise, the R&D and VAT-related subsidies are included in other income; other government subsidies offset related costs according to the nature of economic activities. Government subsidies not related to daily activities of the Company are included in the non-operating income and expenditure. For preferential loans for policy discount, if the government finance department appropriates the discounted funds to the lending bank, the borrowing cost is accounted for according to the principal of the loan and the policy preferential interest rate, with the amount actually received as the entry value of the loan. If the government finance department directly appropriates the interest subsidy funds to the Company, the subsidies offset the related borrowing costs.
In case that a confirmed government subsidy is required to be returned, the book value of the asset is adjusted if the book value of relevant assets is offset at the initial recognition; if there is related deferred income, the book balance of deferred income is offset, and the excess is included in the current profit and loss; in case of other circumstances, it is directly included in the current profit and loss.
TCL Corporation
Notes to Financial Statements
(For the period from 1 January 2018 to 31 December 2018)
(The amounts in tables are expressed in thousands of RMB)
IISignificant accounting policies and accounting estimates (continued)
28Deferred income tax assets and deferred income tax liabilities
The income taxes of the Company include current income tax and deferred income tax. Both current income tax and deferred income tax are recognized in the current profit and loss as income tax expense or gain, except for the following:
(1) Adjusting goodwill due to income tax arising from business combination;
(2) Income tax related to transactions or events directly included in shareholders' equity is included in shareholders’ equity.
On the balance sheet date, the Company recognizes the deferred income tax assets or deferred income tax liabilities in accordance with the balance sheet liability method on temporary differences between the book value of assets or liabilities and their tax base.
The Company recognizes all taxable temporary differences as deferred tax liabilities except the taxable temporary differences incurred in the following transactions:
(1) Initial recognition of goodwill; or initial recognition of assets or liabilities arising from transactions with the following characteristics: the transaction is not a business combination, and does not affect the accounting profits or the amount of taxable income when occurs;
(2) For taxable temporary differences related to investments in subsidiaries, associates and joint ventures, the timing of the reversal of the temporary differences can be controlled and the temporary differences are unlikely to be reversed in the foreseeable future.
The Company recognizes deferred income tax assets arising from deductible temporary differences, subject to the amount of taxable income likely to be obtained to offset the deductible temporary differences, except the deductible temporary differences incurred in the following transactions:
(1) The transaction is not a business combination, and does not affect the accounting profits or the amount of taxable income when occurs;
(2) The deductible temporary differences related to investment in subsidiaries, associates and joint ventures cannot satisfy all the following: the temporary differences are likely to be reversed in the foreseeable future and are likely to be used for deduction of deductible taxable income for temporary differences in the future.
On the balance sheet date, the Company measures the deferred income tax assets and deferred income tax liabilities according to the tax law based on the applicable tax rate during the period of expectation of recovering the assets or paying off the liabilities, and reflects the income tax impact of the expected recovery of assets or liquidation of liabilities on the balance sheet date.
On the balance sheet date, the Company reviews the book value of deferred income tax assets. If it is probable that no sufficient taxable income will be available in the future to offset the benefits of deferred tax assets, the book value of deferred tax assets is written down. When it is probable that sufficient taxable income will be available, the amount written-down will be reversed.
TCL Corporation
Notes to Financial Statements
(For the period from 1 January 2018 to 31 December 2018)
(The amounts in tables are expressed in thousands of RMB)
IISignificant accounting policies and accounting estimates (continued)
29Leases
(1)Accounting treatment of operating leases
(a)The rental fees paid by the Company for the lease of assets are apportioned on a straight-line basis over the entire lease term without deduction of the rent-free period and included in the current expenses. The initial direct costs associated with the lease transactions paid by the Company are included in the current expenses.
When the lessor of an asset bears the expenses related to the lease that should be borne by the Company, the Company deducts the part of the expenses from the total rent. The deducted rental expenses are apportioned during the lease term and included in the current expenses.
(b)The rental fees charged by the Company for renting out assets are apportioned on a straight-line basis over the entire lease term without deduction of the rent-free period and is recognized as rental income. The initial direct expenses related to lease transactions paid by the Company are included in the current expenses; if the amount is a significant one, it is capitalized and included in the current income in the same period as the lease income is recognized throughout the lease period.
When the Company bears the lease-related expenses that should be borne by the lessee, the Company deducts the part of the expenses from the total rental income, and distributes the deducted rental expenses within the lease term.
(2)Financial leased assets
On the date when lease starts, the Company recognizes the fair value of the leased asset or the present value of the minimum lease payment as the book value of the leased asset, whichever is lower, and recognizes the minimum lease payment amount as the book value of the long-term payable, and the difference between the two is recognized as unconfirmed financing expenses. The Company adopts the effective interest rate method to amortize the unrecognized financing expenses during the asset lease period and includes them in financial expenses.
(3)Financial leasing assets
On the date when lease starts, the Company recognizes the receivable of the financial lease, the difference between the sum of unsecured residual value and its present value as unrealized financing income, and recognizes the lease income in the future period of the lease. The initial direct costs incurred by the Company in connection with lease transactions are included in the initial measurement of financial lease receivable, and the amount of income recognized during the lease term is reduced.
30Related parties
If one party controls, commonly controls or exerts a significant influence on the other party, and two or more parties are under the control, common control or significant influence of the other party, they constitute related parties.
31Discontinued operations
The Company recognizes a component disposed of or classified as a component that can be
TCL Corporation
Notes to Financial Statements
(For the period from 1 January 2018 to 31 December 2018)
(The amounts in tables are expressed in thousands of RMB)
TCL Corporation
Notes to Financial Statements
(For the period from 1 January 2018 to 31 December 2018)
(The amounts in tables are expressed in thousands of RMB)
IISignificant accounting policies and accounting estimates (continued)
32Changes in major accounting policies and estimates
None.
33Correction of previous accounting errors
During the Reporting Period, there is no corrections in the previous accounting errors made by the Company.
34Changes to financial statement line items
The Ministry of Finance issued on 15 June 2018 the Notice on Revising and Issuing the Format of the 2018 Annual Financial Statements of General Enterprises (CK〔2018〕No. 15), combining some balance sheet items and splitting some income statement items; and issued on 7 September 2018 the Interpretations Regarding the Format of the 2018 Annual Financial Statements of General Enterprises, requiring that the refund of the handling charges with regard to individual income tax withholding shall be presented in “other income”, and that the government subsidies received, whether asset-related or income-realted, shall be presented under cash flows from operating activities in the cash flow statement. The Company has prepared the financial statements according to the new requirements for the format of financial statements, and adjusted the comparative data as per the Accounting Standards No. 30 for Business Enterprises—Presentation of Financial Statements. The effects of the said changes on the financial statement items and amounts of the comparative period are as follows:
Item31 Decmeber 2017Effect1 January 2018
Notes receivable6,170,349(6,170,349)-
Accounts receivable14,747,223(14,747,223)-
Notes and accounts receivable-20,917,57220,917,572
Interest receivable53,622(53,622)-
Dividends receivable11,103(11,103)-
Other receivables3,853,59164,7253,918,316
Notes payable2,061,471(2,061,471)-
Accounts payable19,324,249(19,324,249)-
Notes and accounts payable-21,385,72021,385,720
Interest payable444,846(444,846)-
Dividends payable47,110(47,110)-
Other payables16,662,797491,95617,154,753
Administrative expense9,456,040(4,759,324)4,696,716
R&D expense-4,759,3244,759,324
TCL Corporation
Notes to Financial Statements
(For the period from 1 January 2018 to 31 December 2018)
(The amounts in tables are expressed in thousands of RMB)
IIITaxes
1Value-added tax
Before 1 May 2018, output tax was calculated at 6%, 11% or 17% of the taxable income of general taxpayers and the value added-tax was paid based on the difference after deducting the allowance deduction of input tax in the current period. From 1 May 2018 onwards, output tax is calculated at 6%, 10% or 16% of the taxable income of general taxpayers and the value added-tax is paid based on the difference after deducting the allowance deduction of input tax in the current period. The value added-tax payment for the Group’s directly exported goods is executed in accordance with the regulations of “Exemption, Offset and Refund”. Before 1 May 2018, the tax refund rate was 0%-17% and from 1 May 2018 onwards, the tax refund rate is 0%-16%.
2Urban maintenance and construction tax
Subject to the relevant tax laws and regulations of the state and local regulations, urban maintenance and construction tax is paid based on the proportion stipulated by the state according to the individual circumstances of each member of the Company.
3Education surcharges
Education surcharges are paid according to the individual circumstances of each member of the Company based on the proportion stipulated by the state in accordance with the relevant national tax regulations and local regulations.
4Dike protection fee
Dike protection fee is paid according to relevant national tax regulations and local regulations.
5Property tax
Property tax is paid on the houses with property rights according to the proportion stipulated by the state in accordance with the relevant national tax regulations and local regulations.
6Corporate income tax
The Company calculates corporate income tax based on the taxable income in accordance with the “Enterprise Income Tax Law of the People's Republic of China”. The situation of each member of the Company varies and so do tax rates. Domestic enterprises under the Company pay corporate income tax in accordance with the relevant provisions of the “Enterprise Income Tax Law of the People's Republic of China”. All overseas subsidiaries of the Company (including subsidies in the Hong Kong Special Administrative Region of the People's Republic of China) calculate and pay taxes in accordance with the taxes and tax rates applicable according to local tax laws.
7Personal income tax
TCL Corporation
Notes to Financial Statements
(For the period from 1 January 2018 to 31 December 2018)
(The amounts in tables are expressed in thousands of RMB)
Personal income tax of income paid to employees by the Company is withheld by the Company on behalf of employees in accordance with to the relevant national tax regulations.
TCL Corporation
Notes to Financial Statements
(For the period from 1 January 2018 to 31 December 2018)
(The amounts in tables are expressed in thousands of RMB)
IVNotes to Consolidated Financial Statements
1Monetary Capital
31 December 201831 December 2017
In original currencyExchange rateIn RMBIn original currencyExchange rateIn RMB
Cash--5,065--4,759
Cash at bank---25,702,447--23,276,412
RMB19,687,1521.000019,687,15215,800,9481.000015,800,948
USD733,1396.86325,031,6821,072,1796.53427,005,832
HKD572,8770.8763502,012175,9530.8358147,062
EUR24,7177.8549194,15020,8557.8035162,742
RUB300,8700.098729,696106,3360.113512,069
Other currencies--257,755--147,759
Cash due from central bank--868,895--3,945,427
Other monetary capital---224,936--232,855
RMB224,9361.0000224,936229,3021.0000229,302
USD-6.8632-5446.53423,553
Total26,801,34327,459,453
(1)Other Monetary Capital by Nature
31 December 201831 December 2017
Security deposits204,417219,320
Other20,51913,535
224,936232,855
TCL Corporation
Notes to Financial Statements
(For the period from 1 January 2018 to 31 December 2018)
(The amounts in tables are expressed in thousands of RMB)
IVNotes to Consolidated Financial Statements (Continued)
1Monetary Capital (Continued)
(2)Monetary Capital with Restricted Right of Use:
31 December 201831 December 2017
Accounts receivable factoring5,128-
TCL Finance’s required reserve with central bank868,8953,945,429
Other monetary capital224,936232,855
1,098,9594,178,284
As at 31 December 2018, among the Company’s cash at bank, RMB868,895,000 (31 December 2017: RMB3,945,427,000) was required reserve deposited by subsidiary TCL Finance Co., Ltd. in the central bank.
As at 31 December 2018, the Company’s monetary capital abroad equaled RMB4,884,301,000 (31 December 2017: RMB2,429,037,000), which were all owned by the Company’s overseas subsidiaries.
2Financial Assets at Fair Value through Profit or Loss
31 December 201831 December 2017
Derivative financial assets418,635687,432
Money management schemes708,9381,543,844
Money funds10,007-
1,137,5802,231,276
The fair value of the Company’s derivative financial assets is their real-time quotes on the forex market, and the change in fair value is the difference between the contractual price and the real-time quote on the forex market based on the forward exchange rate on the balance sheet date.
There are no significant restrictions on the Company’s investment in and realization of financial assets at fair value through profit or loss.
3Notes and Accounts Receivable
31 December 201831 December 2017
Notes receivable4,272,2226,170,349
Accounts receivable13,604,35814,747,223
17,876,58020,917,572
(1)Notes Receivable
31 December 201831 December 2017
Bank acceptance notes2,372,0244,081,181
Commercial acceptance notes1,900,1982,089,168
4,272,2226,170,349
TCL Corporation
Notes to Financial Statements
(For the period from 1 January 2018 to 31 December 2018)
(The amounts in tables are expressed in thousands of RMB)
IVNotes to Consolidated Financial Statements (Continued)
3Notes and Accounts Receivable (Continued)
As at 31 December 2018, there were no notes receivable in pledge, commercial acceptance notes or bank acceptance notes that had been discounted but were still outstanding, or notes receivable from any shareholder with a 5% or greater voting stock. The notes receivable from related parties amounted to RMB0 (31 December 2017: RMB607,000).
(2)Accounts Receivable
31 December 201831 December 2017
Accounts receivable14,039,25115,131,490
Less: Allowance for doubtful accounts434,893384,267
13,604,35814,747,223
(a)Aging Analysis of Accounts Receivable:
31 December 201831 December 2017
AmountAs % of total accounts receivableAllowance for doubtful accountsAllowance ratioAmountAs % of total accounts receivableAllowance for doubtful accountsAllowance ratio
Within 1 year13,486,51996.06%67,4610.50%14,537,23396.07%46,1770.32%
1-2 years387,3692.76%209,25954.02%426,1542.82%178,72741.94%
2-3 years58,8230.42%53,83091.51%65,4320.43%59,21490.50%
Over 3 years106,5400.76%104,34397.94%102,6710.68%100,14997.54%
14,039,251100.00%434,8933.10%15,131,490100.00%384,2672.54%
(b)Accounts Receivable by Category:
31 December 201831 December 2017
AmountAs % of total accounts receivableAllowance for doubtful accountsAllowance ratioAmountAs % of total accounts receivableAllowance for doubtful accountsAllowance ratio
Accounts receivable with amounts that are individually significant11,334,39380.73%293,2092.59%12,388,08481.87%294,5732.38%
Accounts receivable with amounts that are not individually significant but carry a major risk on the credit risk grouping basis--------
TCL Corporation
Notes to Financial Statements
(For the period from 1 January 2018 to 31 December 2018)
(The amounts in tables are expressed in thousands of RMB)
Other insignificant accounts receivable2,704,85819.27%141,6845.24%2,743,40618.13%89,6943.27%
14,039,251100.00%434,8933.10%15,131,490100.00%384,2672.54%
An account receivable that is individually significant refers to an account receivable with an individual amount equal to over US$500,000 (inclusive).
TCL Corporation
Notes to Financial Statements
(For the period from 1 January 2018 to 31 December 2018)
(The amounts in tables are expressed in thousands of RMB)
IVNotes to Consolidated Financial Statements (Continued)
3Accounts Receivable (Continued)
(c)Allowance for Doubtful Accounts Receivable:
20182017
Beginning amount384,267314,436
Newly consolidated subsidiaries3,863-
Established in the period302,172180,199
Reversed in the period(102,542)(81,988)
Written off in the period(143,763)(16,002)
Newly deconsolidated subsidiaries(11,418)(3,184)
Exchange adjustments2,314(9,194)
Ending amount434,893384,267
(d)As at 31 December 2018, accounts receivable from related parties amounted to RMB525,285,000 (31 December 2017: RMB748,024,000), accounting for 3.74% of the total accounts receivable (31 December 2017: 4.94%). For further information, see Note VII. And there were no accounts receivable from any shareholder with a 5% or greater voting stock.
(e)Top Five Accounts Receivable on 31 December 2018:
31 December 201831 December 2017
Top five accounts receivable combined2,694,5612,102,125
As % of total accounts receivable19.19%13.89%
4Factored Accounts Receivable/Factorage Financings
As at 31 December 2018, RMB47,087,000 of accounts receivable (31 December 2017: RMB46,449,000) were factored in the current period according to the agreements signed between the Company’s subsidiaries and banks. According to the agreements, because the Company’s subsidiaries retained partial risk in connection with the factored accounts receivable (the risk of customers’ non-payment or untimely payment), the Company reflected the factored accounts receivable and the bank borrowings obtained therefrom in the balance sheet.
TCL Corporation
Notes to Financial Statements
(For the period from 1 January 2018 to 31 December 2018)
(The amounts in tables are expressed in thousands of RMB)
IVNotes to Consolidated Financial Statements (Continued)
5Prepayments
(1)Analysis of Prepayments:
31 December 201831 December 2017
Within 1 year1,194,972910,215
(2)Top Five Prepayments on 31 December 2018:
31 December 201831 December 2017
Top five prepayments combined578,751442,136
As % of total prepayments48.43%48.57%
(3)As at 31 December 2018, prepayments to related parties amounted to RMB2,935,000 (31 December 2017: RMB29,421,000), accounting for 0.25% of the total prepayments (31 December 2017: 3.23%). And there were no prepayments to any shareholder with a 5% or greater voting stock.
6Other Receivables
31 December 201831 December 2017
Interest receivable70,77853,622
Dividends receivable47,74811,103
Other receivables5,600,8533,853,591
5,719,3793,918,316
(1)Interest Receivable
31 December 201831 December 2017
Interest on bank deposits70,77853,622
As at 31 December 2018, interest receivable related parties amounted to RMB5,154,000 (31 December 2017: RMB2,488,000), accounting for 7.28% of the total interest receivable (31 December 2017: 4.64%). And there was no interest receivable from any shareholder with a 5% or greater voting stock.
TCL Corporation
Notes to Financial Statements
(For the period from 1 January 2018 to 31 December 2018)
(The amounts in tables are expressed in thousands of RMB)
IVNotes to Consolidated Financial Statements (Continued)
6Other Receivables (Continued)
(2)Dividends Receivable
31 December 201831 December 2017
TV University Online Distance Education Technology Co., Ltd.47,656-
SEMP TCL INDUSTRIA E COMERCIO DE ELETROELETRONICOS S.A.9288
Xinjiang Dongpeng Weichuang Equity Investment Partnership (Limited Partnership)-11,015
47,74811,103
(3)Other Receivables
31 December 201831 December 2017
Other receivables6,026,0044,290,709
Less: Allowance for doubtful other receivables425,151437,118
5,600,8533,853,591
(a)Aging Analysis of Other Receivables:
31 December 201831 December 2017
AmountAs % of total other receivablesAllowance for doubtful accountsAllowance ratioAmountAs % of total other receivablesAllowance for doubtful accountsAllowance ratio
Within 1 year5,134,60185.21%19,5850.38%3,557,91382.92%21,4290.60%
1-2 years343,7305.70%84,32324.53%238,7735.56%96,04540.22%
2-3 years300,0904.98%125,99941.99%329,2637.67%193,65658.81%
Over 3 years247,5834.11%195,24478.86%164,7603.85%125,98876.47%
6,026,004100.00%425,1517.06%4,290,709100.00%437,11810.19%
TCL Corporation
Notes to Financial Statements
(For the period from 1 January 2018 to 31 December 2018)
(The amounts in tables are expressed in thousands of RMB)
IVNotes to Consolidated Financial Statements (Continued)
6Other Receivables (Continued)
(b)Other Receivables by Category:
31 December 201831 December 2017
AmountAs % of total other receivablesAllowance for doubtful accountsAllowance ratioAmountAs % of total other receivablesAllowance for doubtful accountsAllowance ratio
Other receivables with amounts that are individually significant4,378,24472.66%357,0798.16%3,378,75578.75%404,32211.97%
Other receivables with amounts that are not individually significant but carry a major risk on the credit risk grouping basis--------
Other insignificant other receivables1,647,76027.34%68,0724.13%911,95421.25%32,7963.60%
6,026,004100.00%425,1517.06%4,290,709100.00%437,11810.19%
The balance of the Company’s other receivables primarily consisted of export tax rebates receivable, government subsidies receivable, security deposits in external entities, etc.
(c)Allowance for Doubtful Other Receivables:
20182017
Beginning amount437,118369,119
Newly consolidated subsidiaries249-
Established in the period55,81886,473
Reversed in the period(37,647)(763)
Written off in the period(55,195)(1,818)
Newly deconsolidated subsidiaries(1,378)(14,439)
Exchange adjustments26,186(1,454)
Ending amount425,151437,118
(d)As at 31 December 2018, other receivables from related parties amounted to RMB581,924,000 (31 December 2017: RMB350,617,000), accounting for 9.66% of the total other receivables (31 December 2017: 8.17%). For further information, see Note VII. And there were no other receivables from any shareholder with a 5% or greater voting stock.
TCL Corporation
Notes to Financial Statements
(For the period from 1 January 2018 to 31 December 2018)
(The amounts in tables are expressed in thousands of RMB)
IVNotes to Consolidated Financial Statements (Continued)
6Other Receivables (Continued)
(e)Top Five Other Receivables on 31 December 2018:
31 December 201831 December 2017
Top five other receivables combined2.015,0771,546,652
As % of total other receivables33.44%36.05%
(f)As at 31 December 2018, there were no transfers of other receivables not meeting the derecognition conditions, securitization on other receivables, or financial instruments that backed securities and did not meet the derecognition conditions.
7Inventories
(1)Inventories by Category:
31 December 201831 December 2017
Gross amountValuation allowanceCarrying amountGross amountValuation allowanceCarrying amount
Raw materials3,362,179361,9623,000,2172,995,068403,1822,591,886
Unfinished goods1,157,557165,335992,222939,61348,590891,023
Finished goods11,925,676251,21811,674,4589,254,989254,1199,000,870
Revolving materials400,754849399,905320,350818319,532
Moulds175,131-175,131120,395116120,279
Real estate development costs3,646,039-3,646,03922,713-22,713
20,667,336779,36419,887,97213,653,128706,82512,946,303
As at 31 December 2018, there were no inventories used as security for debt.
(2)Inventory Valuation Allowances:
1 January 2018Established in the periodReversed in the periodWritten off in the periodNewly deconsolidated subsidiariesExchange adjustments31 December 2018
Raw materials403,182523,553(102,386)(443,527)(18,729)(131)361,962
Unfinished goods48,590190,581(8,820)(64,832)(184)-165,335
Finished goods254,119517,143(120,412)(376,006)(26,391)2,765251,218
TCL Corporation
Notes to Financial Statements
(For the period from 1 January 2018 to 31 December 2018)
(The amounts in tables are expressed in thousands of RMB)
Revolving materials81831----849
Moulds116--(116)---
706,8251,231,308(231,618)(884,481)(45,304)2,634779,364
TCL Corporation
Notes to Financial Statements
(For the period from 1 January 2018 to 31 December 2018)
(The amounts in tables are expressed in thousands of RMB)
IVNotes to Consolidated Financial Statements (Continued)
8Other Current Assets
31 December 201831 December 2017
Wealth management instruments (note 1)2,654,9664,710,164
VAT to be deducted or approved, etc.4,056,5152,075,997
Assets and creditor’s rights purchased from non-financial institutions (note 2)740,3813,216,620
Currency swaps99,9831,633,550
Other72,25229,992
7,624,09711,666,323
Note 1: In order for better utilization, the Company purchased low-risk wealth management products with its own idle funds. For further information, see the Announcement of TCL Corporation on the Line Adjustment for Wealth Management Product Investment with Self-Owned Idle Funds disclosed by the Company on the designated information disclosure media dated 28 March 2017.
Note 2: Mostly notes discounting, financial investments due within 1 year such as personal short-term loans.
9Loans and Advances to Customers
31 December 201831 December 2017
Loans and advances to customers (note 1)1,123,800555,133
Note 1: Loans and advances to customers were loans granted to their customers by subsidiaries Guangzhou TCL Internet Microcredit Co., Ltd. and Huizhou Zhongkai TCL Zhirong Technology Microcredit Co., Ltd.
10Available-for-Sale Financial Assets
31 December 201831 December 2017
Available-for-sale equity instruments——at fair value (1)1,917,1681,159,166
Available-for-sale equity instruments——at cost (2)2,353,6772,042,889
4,270,8453,202,055
TCL Corporation
Notes to Financial Statements
(For the period from 1 January 2018 to 31 December 2018)
(The amounts in tables are expressed in thousands of RMB)
IVNotes to Consolidated Financial Statements (Continued)
10Available-for-Sale Financial Assets (Continued)
(1)Available-for-Sale Equity Instruments——at Fair Value
31 December 201831 December 2017
Cost2,452,730978,946
Changes in fair value(438,844)328,995
Less: impairment allowance96,718148,775
1,917,1681,159,166
TCL Corporation
Notes to Financial Statements
(For the period from 1 January 2018 to 31 December 2018)
(The amounts in tables are expressed in thousands of RMB)
IVNotes to Consolidated Financial Statements (Continued)
11Long-Term Equity Investments
31 December 201831 December 2017
Gross amountImpairment allowanceCarrying amountGross amountImpairment allowanceCarrying amount
Unconsolidated subsidiaries (1)20,37320,373-20,37320,373-
Long-term equity investments measured at equity method17,107,596150,48716,957,10915,471,223119,20915,352,014
Including: Associates (2)16,469,945133,72516,336,22014,806,411102,44714,703,964
Joint ventures (3)637,65116,762620,889664,81216,762648,050
17,127,969170,86016,957,10915,491,596139,58215,352,014
As at 31 December 2018, the Company established impairment allowances for its long-term investments in insolvent investees. Other than that, there were no significant restrictions on sale of the long-term equity investments or collection of the investment income.
TCL Corporation
Notes to Financial Statements
(For the period from 1 January 2018 to 31 December 2018)
(The amounts in tables are expressed in thousands of RMB)
IVNotes to Consolidated Financial Statements (Continued)
11Long-Term Equity Investments (Continued)
(1)Unconsolidated Subsidiaries
Profit/loss adjustment
InvesteeThe Company’s percentage in investee’s registered capitalInitial investment amountChange in profit/loss in current periodAccumulated change in profit/lossImpairment allowance31 December 2018
Increase in current periodAccumulated increase
abcd=a+b+c
Jinke Holding Group Co., Ltd.75.50%20,373---(20,373)-
TCL Corporation
Notes to Financial Statements
(For the period from 1 January 2018 to 31 December 2018)
(The amounts in tables are expressed in thousands of RMB)
IVNotes to Consolidated Financial Statements (Continued)
11Long-Term Equity Investments (Continued)
(2)Associates
Change in current period
InvesteeBeginning amountIncrease/decrease in investment in current periodShare of profit/loss using equity methodAdjustments of other comprehensive incomeOther change in equityCash dividends or profits declaredImpairment allowanceOther increases/decreasesEnding amount
Bank of Shanghai Co., Ltd.7,630,711-899,70327,863-(194,713)--8,363,564
Hubei Consumer Finance Company120,343-19,943-----140,286
Huan Tech Co., Ltd.158,042(1,190)22,322----1,190180,364
LG Innotek Huizhou Co., Ltd.81,554-10,445--(10,135)-2,03883,902
Huizhou Shangdian Law Firm Waterway Construction Investment Co., Ltd.48,081-(223)----(47,858)-
Canyon Circuit Technology (Huizhou) Co., Ltd.-19,3895,982----(3,286)22,085
Shenzhen Qianhai Qihang Supply Chain Management Co., Ltd.53,012-(7,978)-----45,034
Ningbo Meishan Bonded Port Renxing Culture Investment Center (Limited Partnership)8,001(4,146)(88)-----3,767
TCL Rechi (Huizhou) Refrigeration Equipment Co., Ltd.165,465-14,980--(3,333)--177,112
Wuhan Shangde Plastics Technology Co., Ltd.5,683-285-----5,968
Gaoshengda Holdings (Huizhou) Co., Ltd.49,733(3,475)14,702-----60,960
Beijing WeMed Medical Equipment Co., Ltd.39,435-(3,053)---(31,278)-5,104
Million China International Holdings Limited19,410(19,225)(674)----489-
Shenzhen Changcheng Commercial Technology Property Service Co., Ltd.1,200-1,644-----2,844
Amlogic (Shanghai) Limited146,739-18,147----(20,297)144,589
Wealthy Way Group Limited---------
TCL Corporation
Notes to Financial Statements
(For the period from 1 January 2018 to 31 December 2018)
(The amounts in tables are expressed in thousands of RMB)
IVNotes to Consolidated Financial Statements (Continued)
11Long-Term Equity Investments (Continued)
(2)Associates (Continued)
Change in current period
InvesteeBeginning amountIncrease/decrease in investment in current periodShare of profit/loss using equity methodAdjustments of other comprehensive incomeOther change in equityCash dividends or profits declaredImpairment allowanceOther increases/decreasesEnding amount
SEMP TCL INDUSTRIA E COMERCIO DE ELETROELETRONICOS S.A.229,55881,6176,315----10,141327,631
KAI OS TECHNOLOGIES INC2,023(3,983)-----1,960-
Naturedao Information Science and Technology, Ltd.2,628766(128)----(203)3,063
T2Mobile Limited20,258-2,443----(1,089)21,612
Harvey Holdings Limited19,689-1,298----1,27422,261
Petro AP (Hong Kong) Company Limited---------
PETRO AP S.A.---------
Guangdong Regency Optics-Electron Corp.21,082(10,000)(1,544)----(9,538)-
Shenzhen Jucai Supply Chain Technology Co., Ltd.6,000-(842)-----5,158
Shenzhen Thunderbird Network Technology Co.247,68530,00033,085----(21,018)289,752
Jiangxi Broadcasting TV Network E-Commerce Co., Ltd.1,470-10-----1,480
Yizheng Zeyu Electric Light Co., Ltd.2,537-(30)-----2,507
Urumqi TCL Equity Investment Management Co., Ltd.1,278-(230)-----1,048
Wuxi TCL Venture Capital Partnership (Limited Partnership)53,651-(12,408)51,362---(223)92,382
Yixing Jiangnan Tianyuan Venture Capital Company (Limited Partnership)62,471(21,851)11,569(17,139)-(12,886)-922,173
Beijing A Dynamic Investment Consulting Co., Ltd.517-118-----635
Shanghai Gen Auspicious Investment Management Co., Ltd.288-228-----516
TCL Corporation
Notes to Financial Statements
(For the period from 1 January 2018 to 31 December 2018)
(The amounts in tables are expressed in thousands of RMB)
Beijing A Dynamic Venture Capital Center (Limited Partnership)30,398(293)(9,739)-----20,366
Shanghai Chuangxiang Venture Capital Partnership (Limited Partnership)35,573(5,080)(454)(4,211)----25,828
TCL Corporation
Notes to Financial Statements
(For the period from 1 January 2018 to 31 December 2018)
(The amounts in tables are expressed in thousands of RMB)
IVNotes to Consolidated Financial Statements (Continued)
11Long-Term Equity Investments (Continued)
(2)Associates (Continued)
Change in current period
InvesteeBeginning amountIncrease/decrease in investment in current periodShare of profit/loss using equity methodAdjustments of other comprehensive incomeOther change in equityCash dividends or profits declaredImpairment allowanceOther increases/decreasesEnding amount
Nanjing A Dynamic Equity Investment Fund Management Co., Ltd.335501-----386
Urumqi TCL Create Dynamic Equity Investment Management Co., Ltd.781-(18)-----763
Nanjing Zijin Chuangdong Investment Partnership (Limited Partnership)43,022-(17,042)19---225,997
Huizhou Kaichuang Venture Investment Partnership (Limited Partnership)27,648-(3,809)-----23,839
Shenzhen Chuangdong New Industry Investment Fund Enterprise (Limited Partnership)16,810-(4,402)-----12,408
Xizang Rongxin Venture Investment Management Co., Ltd.4,871(4,900)163--(147)-13-
Xizang Rongxing Venture Investment Partnership (Limited Partnership)961(1,000)139--(100)---
Wuxi TCL Aisikai Semiconductor Industry Investment Fund Partnership (Limited Partnership)64,92621,2112,132--(2,438)-29086,121
Urumqi Qixinda Equity Investment Management Co., Ltd.734-211-----945
Xizang Dongwei Investment Management Center (Limited Partnership)238-(6)-----232
Hubei Changjiang Hezhi Equity Investment Fund Management Co., Ltd.4,257-134-----4,391
Hubei Changjiang Hezhi Equity Investment Fund Partnership (Limited Partnership)1,051,495(7,845)4,232-----1,047,882
Xinjiang Dongpeng Heli Equity Investment Partnership (Limited Partnership)77,47845,000(5,928)-----116,550
Xinjiang Dongpeng Weichuang Equity Investment Partnership (Limited Partnership)783,75189,490124,66475,030-(153,625)-37,444956,754
TCL Nanyang Electric Appliance (Guangzhou) Co., Ltd.5,077-(371)-----4,706
TCL Corporation
Notes to Financial Statements
(For the period from 1 January 2018 to 31 December 2018)
(The amounts in tables are expressed in thousands of RMB)
Qingteng Intellectual Property Holding (Shenzhen) Co., Ltd.-4,900(979)-----3,921
Beijing Shangdao Yuetu Technology Co., Ltd.-7,686(408)-----7,278
TCL Corporation
Notes to Financial Statements
(For the period from 1 January 2018 to 31 December 2018)
(The amounts in tables are expressed in thousands of RMB)
IVNotes to Consolidated Financial Statements (Continued)
11Long-Term Equity Investments (Continued)
(2)Associates (Continued)
Change in current period
InvesteeBeginning amountIncrease/decrease in investment in current periodShare of profit/loss using equity methodAdjustments of other comprehensive incomeOther change in equityCash dividends or profits declaredImpairment allowanceOther increases/decreasesEnding amount
Active Industries International Limited13,943-1,474-----15,417
China Merchants Real Estate (Pingshan, Shenzhen) Co., Ltd.271,985-105,137-----377,122
Huizhou Kaimeng Angel Investment Partnership (Limited Partnership)2,878-(9)-----2,869
Shenzhen Jiutian Matrix Investment Management Co., Ltd.640-805-----1,445
AGC New Electronic Display Glass (Shenzhen) Co., Ltd.16,839220,580(16,951)-----220,468
Taiyang Electro-optic (Huizhou) Co., Ltd.12,921-1,949----(1,163)13,707
Deqing Puhua Equity Investment Fund Partnership (Limited Partnership)209,981-(2,934)-----207,047
Ningbo Meishan Bonded Port Qiyu Investment Management Partnership (Limited Partnership)-70,000(822)-----69,178
Pride Telecom Limited-(30)-----30-
Huizhou TCL Resource Investment Co., Ltd.65,532(269,500)(65,533)----269,501-
Shenzhen Tixiang Enterprise Management Technology Co., Ltd.-2,00013-----2,013
Palm Venture Group-92,816(4,947)-----87,869
Changzhou Chuangdong Fund Management Co., Ltd.-600(94)-----506
Changzhou A Dynamic Venture Capital Partnership (Limited Partnership)-60,000(1,422)-----58,578
Huarui (Huizhou) Co., Ltd.-19,582171-----19,753
TCL Very Lighting Technology (Huizhou) Co., Ltd.-17,000(264)-----16,736
Sontec TCL Argentina S.A.-777(265)-----512
TCL Corporation
Notes to Financial Statements
(For the period from 1 January 2018 to 31 December 2018)
(The amounts in tables are expressed in thousands of RMB)
Radio Victoria TCL Argentina S.A.-3,2805,387-----8,667
Huizhou Gaoshengda Metals Co., Ltd.-30,000(461)-----29,539
TCL Corporation
Notes to Financial Statements
(For the period from 1 January 2018 to 31 December 2018)
(The amounts in tables are expressed in thousands of RMB)
IVNotes to Consolidated Financial Statements (Continued)
11Long-Term Equity Investments (Continued)
(2)Associates (Continued)
Change in current period
InvesteeBeginning amountIncrease/decrease in investment in current periodShare of profit/loss using equity methodAdjustments of other comprehensive incomeOther change in equityCash dividends or profits declaredImpairment allowanceOther increases/decreasesEnding amount
China United Magnesium Co.,Ltd.---------
TCL-IMAX Entertainment Co., Limited---------
Other2,762,346-188,487--(65,972)-(44,230)2,840,631
Total14,703,964464,2261,334,263132,924-(443,349)(31,278)175,47416,336,220
TCL Corporation
Notes to Financial Statements
(For the period from 1 January 2018 to 31 December 2018)
(The amounts in tables are expressed in thousands of RMB)
IVNotes to Consolidated Financial Statements (Continued)
11Long-Term Equity Investments (Continued)
(3)Joint Ventures
Change in current period
InvesteeBeginning amountIncrease/decrease in investment in current periodShare of profit/loss using equity methodAdjustments of other comprehensive incomeOther change in equityCash dividends or profits declaredImpairment allowanceOther increases/decreasesEnding amount
TCL Sun, Inc.11,945-2,169----(215)13,899
TV University Online Distance Education Technology Co., Ltd.135,341-27,526--(52,954)-1,149111,062
CJ Speedex Logistics Co., Ltd.468,286-(398)-----467,888
Shanxi TCL Huirong Venture Investment Co., Ltd.5,774-324-----6,098
Shanxi TCL Huirong Venture Investment Management Co., Ltd.503(500)1----(4)-
TCL Huizhou City, Kai Enterprise Management Limited1,147(30)11--(614)--514
TCL-IMAX Entertainment Co.,Limited(3)------3-
TCL Zhiyi Technology (Huizhou) Co., Ltd.2,467-(181)----(1)2,285
Huizhou TCL Taidong Shihua Investment Co., Ltd.22,590-(3,447)-----19,143
648,050(530)26,005--(53,568)-932620,889
TCL CorporationTCL集团股份有限公司
Notes to Financial Statements财务报表附注
(For the period from 1 January 2018 to 31 December 2018)2018年1月1日至12月31日
(The amounts in tables are expressed in thousands of RMB)人民币千元
IVNotes to Consolidated Financial Statements (Continued)
11Long-Term Equity Investments (Continued)
(4)Impairment Allowances for Long-Term Equity Investments
Beginning amountIncrease in current periodDecrease in current periodEnding amountReason for allowance
Pride Telecom Limited1,624--1,624Note 1
Naturedao Information Science and Technology, Ltd.2,221--2,221Note 1
Jinke Holding Group Co., Ltd.20,373--20,373Note 2
China United Magnesium Co.,Ltd.97,387--97,387Note 1
Wealthy Way Group Limited1,215--1,215Note 1
Beijing WeMed Medical Equipment Co., Ltd.-31,278-31,278Note 1
TCL-IMAX Entertainment Co., Limited16,762--16,762Note 1
139,58231,278-170,860
Note1Impairment allowances were established for the long-term investments in these investees at the recoverable amounts because continuous operating loss occurred to these investees with poor management.
Note 2
TCL CorporationTCL集团股份有限公司
Notes to Financial Statements财务报表附注
(For the period from 1 January 2018 to 31 December 2018)2018年1月1日至12月31日
(The amounts in tables are expressed in thousands of RMB)人民币千元
IVNotes to Consolidated Financial Statements (Continued)
12Investment Property
BuildingsLand use rightsTotal
Gross amount:
1 January 20182,056,27925,8052,082,084
Increases:
Increase in current period660-660
Reclassified from fixed assets and intangible assets292,869228,949521,818
Reclassified from construction in progress577,344-577,344
Decreases:
Decrease in current period(14,842)(7,547)(22,389)
Newly deconsolidated subsidiaries(207,858)-(207,858)
Reclassified to fixed assets and intangible assets(7,921)-(7,921)
Exchange adjustments5,5522565,808
31 December 20182,702,083247,4632,949,546
Accumulated depreciation and amortization:
1 January 20181,215,6516,5431,222,194
Increases:---
Increase in current period52,6063,75256,358
Reclassified from fixed assets and intangible assets4,7622,8357,597
Decreases:
Decrease in current period(784)-(784)
Newly deconsolidated subsidiaries(13,546)-(13,546)
Reclassified to fixed assets and intangible assets(749)-(749)
Exchange adjustments2,171942,265
31 December 20181,260,11113,2241,273,335
Investment property, net:
31 December 20181,441,972234,2391,676,211
1 January 2018840,62819,262859,890
TCL CorporationTCL集团股份有限公司
Notes to Financial Statements财务报表附注
(For the period from 1 January 2018 to 31 December 2018)2018年1月1日至12月31日
(The amounts in tables are expressed in thousands of RMB)人民币千元
IVNotes to Consolidated Financial Statements (Continued)
13Fixed Assets
BuildingsDecoration of fixed assetsMachinery and equipmentOffice and electronic equipmentMotor vehiclesTotal
Gross amount:
1 January 201812,333,627372,12541,201,9021,561,753104,55155,573,958
Increases:
Newly consolidated subsidiaries-4824,6892,22851427,479
Purchased26,01216,6101,234,974306,05514,2411,597,892
Reclassified from investment property7,921----7,921
Reclassified from construction in progress1,643,90510,5278,223,322149,848-10,027,602
Decreases:
Written down with government subsidies-(518)(489,739)(1,008)-(491,265)
Newly deconsolidated subsidiaries(801)(4,583)(974,633)(39,938)(1,450)(1,021,405)
Reclassified to investment property(292,008)(861)---(292,869)
Other decreases(690,147)(75,558)(1,214,691)(316,853)(13,442)(2,310,691)
Exchange adjustments33,65264,301(253,407)169,6438,08222,271
31 December 201813,062,161382,09147,752,4171,831,728112,49663,140,893
Accumulated depreciation:
1 January 20182,110,019282,29318,948,357957,23665,31322,363,218
Increases:
Newly consolidated subsidiaries-3810,7101,74516412,657
Depreciation established424,09039,2516,121,674284,09315,7096,884,817
Reclassified from investment property749----749
Decreases:
Written down with government subsidies(34,215)(518)(823,777)(573)-(859,083)
Newly deconsolidated subsidiaries(3)(2,715)(182,353)(29,144)(1,299)(215,514)
Reclassified to investment property(4,762)----(4,762)
Other decreases(102,324)(75,500)(699,224)(232,965)(12,279)(1,122,292)
Exchange adjustments17,30540,405(140,150)97,49310015,153
31 December 20182,410,859283,25423,235,2371,077,88567,70827,074,943
Fixed assets, net:
31 December 201810,651,30298,83724,517,180753,84344,78836,065,950
1 January 201810,223,60889,83222,253,545604,51739,23833,210,740
TCL CorporationTCL集团股份有限公司
Notes to Financial Statements财务报表附注
(For the period from 1 January 2018 to 31 December 2018)2018年1月1日至12月31日
(The amounts in tables are expressed in thousands of RMB)人民币千元
IVNotes to Consolidated Financial Statements (Continued)
13Fixed Assets (Continued)
BuildingsDecoration of fixed assetsMachinery and equipmentOffice and electronic equipmentMotor vehiclesTotal
Impairment allowances:
1 January 20181,141994608,1172,42683612,761
Established in current period--51,7169,856-61,572
Newly deconsolidated subsidiaries--(557,448)(208)-(557,656)
Written off in current period-(4)(901)(175)-(1,080)
Exchange adjustments--(32,155)(623)-(32,778)
31 December 20181,14199069,32911,2768382,819
Fixed assets, net:
31 December 201810,650,16197,84724,447,851742,56744,70535,983,131
1 January 201810,222,46788,83821,645,428602,09139,15532,597,979
For the collateralized fixed assets, see Note V, item 39. As at 31 December 2018, the carrying amount of the temporarily idle fixed assets was RMB8,763,000, and the gross amount of the fixed assets that were sufficiently depreciated and still in use was RMB74,264,000.
Fixed assets with pending ownership certificates at the end of the current period:
Gross amountAccumulated depreciationImpairment allowanceCarrying amountExpected time of obtaining ownership certificate
Buildings (note)4,260,388347,678-3,912,710Within 2019
Note: As at 31 December 2018, the fixed assets with pending ownership certificates were mostly the buildings of CSOT’s T3 manufacturing base and the Hefei manufacturing base that had been completed and put into use.
TCL CorporationTCL集团股份有限公司
Notes to Financial Statements财务报表附注
(For the period from 1 January 2018 to 31 December 2018)2018年1月1日至12月31日
(The amounts in tables are expressed in thousands of RMB)人民币千元
IVNotes to Consolidated Financial Statements (Continued)
14Construction in Progress
ProjectBudgetBeginning amountIncrease in current periodReclassified to fixed assets in current periodReclassified to investment property in current periodOther decreasesEnding amountInvestment as % of budgetFunding source
t6 production line of LCD panel46,500,0003,293,07316,486,658(403,025)--19,376,70642%Self-owned capital and borrowings
t4 production line of LCD panel35,000,0001,291,43211,711,606---13,003,03837%Self-owned capital and borrowings
t3 production line of LCD panel16,000,0007,775,0471,453,623(6,879,623)-(9,266)2,339,78115%Self-owned capital and borrowings
Huizhou modular integration project1,755,000591,9692,139,312(1,277,942)-(147,966)1,305,37374%Self-owned capital and borrowings
Upgrade of the t3 production line of LCD panel1,471,000368,3991,118,706(416,899)--1,070,20673%Self-owned capital and borrowings
Yunsheng Technology Park in Guangzhou Science City1,200,000223,909483,737-(96,462)-611,18451%Self-owned capital and borrowings
Huizhou whole-widget integration project2,465,000-566,876---566,87623%Self-owned capital and borrowings
OtherNot applicable1,231,4081,031,260(1,050,113)(480,882)(80,251)651,422Not applicableNot applicable
14,775,23734,991,778(10,027,602)(577,344)(237,483)38,924,586
TCL CorporationTCL集团股份有限公司
Notes to Financial Statements财务报表附注
(For the period from 1 January 2018 to 31 December 2018)2018年1月1日至12月31日
(The amounts in tables are expressed in thousands of RMB)人民币千元
IVNotes to Consolidated Financial Statements (Continued)
15Intangible Assets
Land use rightsNon-patented technologies /patentsTrademark use rightsOtherTotal
Gross amount:
1 January 20184,705,5511,982,225330,5991,181,1008,199,475
Increases:
Purchased1,110,764300,618292180,6511,592,325
Reclassified from investment property-----
Reclassified from construction in progress76,920--19,44296,362
Reclassified from R&D expense-339,300-54,944394,244
Decreases:
Sold or disposed(1,691,437)(11,282)-(114,302)(1,817,021)
Reclassified to investment property(24,916)--(204,033)(228,949)
Newly deconsolidated subsidiaries-(15,002)(999)(17,835)(33,836)
Exchange adjustments11,24524,33116,268(57,337)(5,493)
31 December 20184,188,1272,620,190346,1601,042,6308,197,107
Accumulated amortization:
1 January 2018367,288657,024131,693625,2951,781,300
Increases:
Amortization established112,389229,17520,536186,321548,421
Reclassified from investment property-----
Decreases:
Sold or disposed(16,137)(9,030)-(71,183)(96,350)
Reclassified to investment property(2,835)--(2,835)
Newly deconsolidated subsidiaries-(5,867)(999)(5,619)(12,485)
Written down with government subsidies(6,835)--(19,155)(25,990)
Exchange adjustments9,46412,2137,855(49,354)(19,822)
31 December 2018463,334883,515159,085666,3052,172,239
Intangible assets, net:
31 December 20183,727,6281,736,675187,075373,4906,024,868
1 January 20184,338,2631,325,201198,906555,8056,418,175
Impairment allowances:
1 January 2018-2,288-43,37645,664
Impairment allowances established-33,169-10,37943,548
Written off in the current period-(2,288)-(8,606)(10,894)
Exchange adjustments-1,147-(9,470)(8,323)
31 December 2018-34,316-35,67969,995
Intangible assets, net:
TCL CorporationTCL集团股份有限公司
Notes to Financial Statements财务报表附注
(For the period from 1 January 2018 to 31 December 2018)2018年1月1日至12月31日
(The amounts in tables are expressed in thousands of RMB)人民币千元
31 December 20183,727,6281,702,359187,075337,8115,954,873
1 January 20184,338,2631,322,913198,906512,4296,372,511
For the collateralized intangible assets, see Note IV, item 39.
TCL CorporationTCL集团股份有限公司
Notes to Financial Statements财务报表附注
(For the period from 1 January 2018 to 31 December 2018)2018年1月1日至12月31日
(The amounts in tables are expressed in thousands of RMB)人民币千元
IVNotes to Consolidated Financial Statements (Continued)
16R&D Expense
The Group’s R&D expense is listed as follows:
31 December 201831 December 2017
Mobile phones150,186297,394
LCD panels846,925526,840
Other14,39348,570
1,011,504872,804
17Goodwill
InvesteeReasonInitial amount31 December 201831 December 2017
TCL (Vietnam) Corporation Ltd.Note 11,947778778
TCL Mobile Communication (HK) Company Limited310124124
TCL Electronics Holdings LimitedNote 211,4194,5674,567
TCL Electronics Holdings LimitedNote 3(5,409)(2,705)(2,705)
TCL Electronics Holdings LimitedNote 439,13019,56519,565
TCL Electronics Holdings LimitedNote 528,01715,40915,409
TCL Electronics Holdings LimitedNote 68,9525,3725,372
TCL Electronics Holdings LimitedNote 736,25925,38125,381
TCL Communication Technology Holdings LimitedNote 8316,893194,551194,551
JRD Communication Inc.Note 9134,968134,968134,968
TCL Medical Radiological Technology (Beijing) Co., Ltd.Note 1028,96728,96728,967
Huizhou TCL Environment Technology Co., Ltd.Note 1192,95292,95292,952
TCL Communication (Ningbo) Co., Ltd.Note 1289,19689,19689,196
Toshiba Visual Products (China) Co., Ltd.Note 1312,06512,06512,065
Pusheng Group Co., Ltd.Note 143,5063,5063,506
East Fair Investments LimitedNote 1550,72950,72950,729
Qingdao Blue Business Consulting Co., Ltd.Note 162,4522,4522,452
Gross amount-677,877677,877
Less: impairment allowancesNote 17-320,765257,343
Carrying amount, net357,112420,534
TCL CorporationTCL集团股份有限公司
Notes to Financial Statements财务报表附注
(For the period from 1 January 2018 to 31 December 2018)2018年1月1日至12月31日
(The amounts in tables are expressed in thousands of RMB)人民币千元
Note1.TCL Overseas Holdings Limited, a wholly-owned subsidiary of TCL Electronics Holdings Limited (hereinafter referred to as “TCL Electronics”) (a subsidiary of the Company’s wholly-owned subsidiary TCL Industries Holdings (HK) Limited), increased in November 2000 its interest in TCL (Vietnam) Corporation Ltd. (hereinafter referred to as “TCL Vietnam”) to 100% with a capital of HK$10,690,000. As such, the difference between the accumulated investment of TCL Overseas Holdings Limited in TCL Vietnam (corresponding to a 100% interest) and the owner’s equity of TCL Vietnam attributable to TCL Overseas Holdings Limited on the settlement date (equal to RMB1,947,000) was recorded in the Company’s goodwill.
TCL CorporationTCL集团股份有限公司
Notes to Financial Statements财务报表附注
(For the period from 1 January 2018 to 31 December 2018)2018年1月1日至12月31日
(The amounts in tables are expressed in thousands of RMB)人民币千元
IVNotes to Consolidated Financial Statements (Continued)
17Goodwill (Continued)
Note2.TCL Industries Holdings (HK) Limited, a wholly-owned subsidiary of the Company, purchased in 2000 another 19,220,000 shares in TCL Electronics with a capital of HK$29,872,000. As such, the difference between the accumulated investment of TCL Industries Holdings (HK) Limited in TCL Electronics (corresponding to a 51.82% interest) and the owner’s equity of TCL Electronics attributable to TCL Industries Holdings (HK) Limited on the settlement date (equal to RMB11,419,000) was recorded in the Company’s goodwill.
Note 3.TCL Industries Holdings (HK) Limited, a wholly-owned subsidiary of the Company, purchased in 2001 another 32,556,000 shares in TCL Electronics with a capital of HK$30,608,000. As such, the difference between the accumulated investment of TCL Industries Holdings (HK) Limited in TCL Electronics (corresponding to a 55.15% interest) and the shareholders’ equity of TCL Electronics attributable to TCL Industries Holdings (HK) Limited on the settlement date (equal to RMB-5,409,000) was recorded in the Company’s goodwill.
Note 4.According to a conditional agreement on the acquisition of Huizhou TCL Computer Technology Co., Ltd. signed in late 2000 between TCL Industries Holdings (HK) Limited and TCL Holdings (BVI) Limited, a wholly-owned subsidiary of TCL Electronics (a subsidiary of the Company’s wholly-owned subsidiary TCL Industries Holdings (HK) Limited), TCL Electronics offered, at the price of HK$1.78/share, 105,619,289 shares as the consideration for the acquisition, to TCL Industries Holdings (HK) Limited. As such, the difference between the accumulated investment of TCL Industries Holdings (HK) Limited in TCL Electronics (corresponding to a 53.86% interest) and the shareholders’ equity of TCL Electronics attributable to TCL Industries Holdings (HK) Limited on the settlement date (equal to RMB39,130,000) was recorded in the Company’s goodwill.
Note 5.TCL Industries Holdings (HK) Limited, a wholly-owned subsidiary of the Company, purchased in 2002 another 39,610,000 shares in TCL Electronics with a capital of HK$76,719,000. As such, the difference between the accumulated investment of TCL Industries Holdings (HK) Limited in TCL Electronics (corresponding to a 54.15% interest) and the shareholders’ equity of TCL Electronics attributable to TCL Industries Holdings (HK) Limited on the settlement date (equal to RMB28,017,000) was recorded in the Company’s goodwill.
Note 6.TCL Industries Holdings (HK) Limited, a wholly-owned subsidiary of the Company, purchased in 2003 another 37,080,000 shares in TCL Electronics with a capital of HK$62,304,820. As such, the difference between the accumulated investment of TCL Industries Holdings (HK) Limited in TCL Electronics (corresponding to a 54.51% interest) and the shareholders’ equity of TCL Electronics attributable to TCL Industries Holdings (HK) Limited on the settlement date (equal to RMB8,952,000) was recorded in the Company’s goodwill.
Note 7.TCL Industries Holdings (HK) Limited, a wholly-owned subsidiary of the Company, purchased in 2004 another 50,436,000 shares in TCL Electronics with a capital of HK$126,814,000. As such, the difference between the accumulated investment of TCL Industries Holdings (HK) Limited in TCL Electronics (corresponding to a 54.83% interest) and the shareholders’ equity of TCL Electronics attributable to TCL Industries Holdings (HK) Limited on the settlement date (equal to RMB36,259,000) was recorded in the Company’s goodwill.
Note 8.TCL Industries Holdings (HK) Limited, a wholly-owned subsidiary of the Company, acquired in 2004 a 57.4% interest in TCL Communication with a consideration of RMB1,510,016,000. As such, the difference between the accumulated investment of TCL Industries Holdings (HK) Limited in TCL Communication (corresponding to a 57.4% interest) and the shareholders’ equity of TCL Communication attributable to TCL Industries Holdings (HK) Limited on the settlement date (equal to RMB316,893,000) was recorded in the Company’s goodwill. An impairment allowance of RMB194,551,000 had been established on this goodwill item for 2017.
TCL CorporationTCL集团股份有限公司
Notes to Financial Statements财务报表附注
(For the period from 1 January 2018 to 31 December 2018)2018年1月1日至12月31日
(The amounts in tables are expressed in thousands of RMB)人民币千元
Note 9.TCL Communication, a subsidiary of the Company’s subsidiary TCL Industries Holdings (HK) Limited, acquired in July 2007 a combined 61.46% interest in JRD Communication Inc. (hereinafter referred to as “JRDC”) from the other shareholders, with a total consideration of US$39,313,000 (equivalent to approximately RMB296,584,000). As such, the difference between the accumulated investment of TCL Communication in JRDC (corresponding to a 100% interest) and the fair value of the identifiable net assets of JRDC attributable to TCL Communication on the settlement date (equal to approximately RMB134,968,000) was recorded in the Company’s goodwill.
TCL CorporationTCL集团股份有限公司
Notes to Financial Statements财务报表附注
(For the period from 1 January 2018 to 31 December 2018)2018年1月1日至12月31日
(The amounts in tables are expressed in thousands of RMB)人民币千元
IVNotes to Consolidated Financial Statements (Continued)
17Goodwill (Continued)
Note 10The Company acquired in 2010 a 51.82% interest in TCL Medical Radiological Technology (Beijing) Co., Ltd. (hereinafter referred to as “TCL Medical Radiological Technology”) with a capital of RMB52,319,000. As such, the difference between the accumulated investment of the Company in TCL Medical Radiological Technology (corresponding to a 51.82% interest) and the fair value of the identifiable net assets of TCL Medical Radiological Technology attributable to the Company on the settlement date (equal to RMB28,967,000) was recorded in the Company’s goodwill.
Note 11Huizhou TCL Environmental Resource Co., Ltd. (hereinafter referred to as “TCL Environmental Resource”), a subsidiary of the Company, acquired in 2010 the 100% interest in Huizhou TCL Environment Technology Co., Ltd. (hereinafter referred to as “TCL Environment Technology”) with a capital of RMB98,024,000. As such, the difference between the accumulated investment of TCL Environmental Resource in TCL Environment Technology (corresponding to a 100% interest) and the fair value of the identifiable net assets of TCL Environment Technology attributable to TCL Environmental Resource on the settlement date (equal to RMB92,952,000) was recorded in the Company’s goodwill.
Note 12TCL Communication, a subsidiary of the Company’s wholly-owned subsidiary TCL Industries Holdings (HK) Limited, acquired in May 2011 the 100% interest in TCL Communication (Ningbo) Co., Ltd. (hereinafter referred to as “TCL Communication Ningbo”) with a capital of 11 million euros (equivalent to RMB102,690,000). As such, the difference between the accumulated investment of TCL Communication in TCL Communication Ningbo (corresponding to a 100% interest) and the fair value of the identifiable net assets of TCL Communication Ningbo attributable to TCL Communication on the settlement date (equivalent to RMB89,196,000) was recorded in the Company’s goodwill.
Note 13Huizhou TCL Household Appliance Marketing Co., Ltd. (hereinafter referred to as “Huizhou TCL Household Appliance Marketing”), a subsidiary of TCL Electronics (a subsidiary of the Company’s wholly-owned subsidiary TCL Industries Holdings (HK) Limited), acquired in May 2014 a 21% interest in Toshiba Visual Products (China) Co., Ltd. (hereinafter referred to as “Toshiba Visual Products”) with a capital of RMB0. As such, the difference between the accumulated investment of Huizhou TCL Household Appliance Marketing in Toshiba Visual Products (corresponding to a 70% interest) and the fair value of the identifiable net assets of Toshiba Visual Products attributable to Huizhou TCL Household Appliance Marketing on the settlement date (equivalent to RMB12,065,000) was recorded in the Company’s goodwill. An impairment allowance of RMB12,065,000 had been established on this goodwill item for 2017.
Note 14Tonly Electronics, a subsidiary of the Company’s wholly-owned subsidiary TCL Industries Holdings (HK) Limited, acquired in September 2015 the 100% interest in Pusheng Group Co., Ltd. (hereinafter referred to as “Pusheng Group”) with a capital of RMB95,546,000. As such, the difference between the accumulated investment of Tonly Electronics in Pusheng Group (corresponding to a 100% interest) and the fair value of the identifiable net assets of Pusheng Group attributable to Tonly Electronics on the settlement date (equivalent to RMB3,506,000) was recorded in the Company’s goodwill.
Note 15Prosper Wide Limited and TCL Communication Technology Holdings Limited, subsidiaries of the Company’s wholly-owned subsidiary TCL Industries Holdings (HK) Limited, acquired in September 2015 a 40% interest and a 19.99% interest in East Fair Investments Limited (hereinafter referred to as “East Fair Investments”), respectively, with a capital of RMB9,600,000 and a capital of RMB4,798,000. As such, the difference between the accumulated investment of Prosper Wide Limited and TCL Communication Technology Holdings Limited in East Fair Investments (corresponding to a combined interest of 59.99%) and the fair value of the identifiable net assets of East Fair Investments attributable to Prosper Wide Limited and TCL Communication Technology Holdings Limited on the settlement date (equivalent to RMB50,729,000) was recorded in the Company’s goodwill. An impairment allowance of RMB50,729,000 had been established on this goodwill item for 2017.
TCL CorporationTCL集团股份有限公司
Notes to Financial Statements财务报表附注
(For the period from 1 January 2018 to 31 December 2018)2018年1月1日至12月31日
(The amounts in tables are expressed in thousands of RMB)人民币千元
Note 16Highly Information Industry Co., Ltd., a subsidiary of the Company, acquired in October 2016 a 60% interest in Qingdao Blue Business Consulting Co., Ltd. (hereinafter referred to as “Blue Business Consulting”) with a capital of RMB10,000,000. As such, the difference between the accumulated investment of Highly Information Industry Co., Ltd. in Blue Business Consulting (corresponding to a 60% interest) and the fair value of the identifiable net assets of Blue Business Consulting attributable to Highly Information Industry Co., Ltd. on the settlement date (equivalent to RMB2,452,000) was recorded in the Company’s goodwill.
Note 17On 31 December 2018, the Company tested asset groups inclusive of goodwill for impairment. Upon the test, impairment allowances were established in full amount on the goodwill arising from the acquisition of equity interests in JRDC and TCL Medical Radiological Technology.
TCL CorporationTCL集团股份有限公司
Notes to Financial Statements财务报表附注
(For the period from 1 January 2018 to 31 December 2018)2018年1月1日至12月31日
(The amounts in tables are expressed in thousands of RMB)人民币千元
IVNotes to Consolidated Financial Statements (Continued)
18Long-Term Prepaid Expense
1 January 2018Increase in current periodNewly consolidated subsidiariesNewly deconsolidated subsidiariesAmortization in current periodOther31 December 2018
Improvement expense on leased fixed assets853,233659,696--(52,636)-1,460,293
Other75,891776,4086,084(29,430)(428,417)504401,040
929,1241,436,1046,084(29,430)(481,053)5041,861,333
19Deferred Income Tax Assets and Deferred Income Tax Liabilities
(1)Deferred Income Tax Assets
1 January 2018Change in current period (charged to profit/loss)Change in current period (charged to equity)Newly consolidated subsidiariesExchange adjustments31 December 2018
Unrealized profits within the Group250,3858,038--2,703261,126
Provisions287,495(61,819)--407226,083
Deductible tax losses66,61023,2201,307121,45892,607
Inventory valuation allowances79,6633,220-74282,932
Financial instruments at fair value72,038(41,663)(12,123)--18,252
Other115,652(1,406)(22)1,0581,600116,882
871,843(70,410)(10,838)1,0776,210797,882
(2)Deferred Income Tax Liabilities
1 January 2018Change in current period (charged to profit/loss)Change in current period (charged to equity)Newly consolidated subsidiariesExchange adjustments31 December 2018
Financial instruments at fair value17,03513,9826,186-14837,351
TCL CorporationTCL集团股份有限公司
Notes to Financial Statements财务报表附注
(For the period from 1 January 2018 to 31 December 2018)2018年1月1日至12月31日
(The amounts in tables are expressed in thousands of RMB)人民币千元
Government subsidy adjustments4,9419,820--33715,098
Accelerated depreciation of fixed assets219,145133,890(6,165)-457347,327
Other30,03610,074(634)-1,10040,576
271,157167,766(613)-2,042440,352
TCL CorporationTCL集团股份有限公司
Notes to Financial Statements财务报表附注
(For the period from 1 January 2018 to 31 December 2018)2018年1月1日至12月31日
(The amounts in tables are expressed in thousands of RMB)人民币千元
IVNotes to Consolidated Financial Statements (Continued)
20Other Non-Current Assets
1 January 2018Increase in current perioddecrease in current period31 December 2018
Prepayments for equipment and land use rights (note 1)2,493,01710,964,319(10,808,256)2,649,080
Wealth management instruments201,080-(199,080)2,000
Other694,856213,203(21,383)886,676
-
3,388,95311,177,522(11,028,719)3,537,756
Note1Prepayments for equipment and land use rights and some other long-lived assets were reclassified from prepayments to other non-current assets.
TCL CorporationTCL集团股份有限公司
Notes to Financial Statements财务报表附注
(For the period from 1 January 2018 to 31 December 2018)2018年1月1日至12月31日
(The amounts in tables are expressed in thousands of RMB)人民币千元
IVNotes to Consolidated Financial Statements (Continued)
21Short-Term Borrowings
Short-Term Borrowings by Category
31 December 201831 December 2017
Pledge borrowings-1,394,814
Unsecured borrowings13,240,63714,595,291
13,240,63715,990,105
As at 31 December 2018, pledge short-term borrowings from banks was 0 (31 December 2017: RMB1,394,814,000).
As at 31 December 2018, there were no overdue short-term borrowings.
22Borrowings from Central Bank
As at 31 December 2018, the balance of the borrowings of TCL Finance Co., Ltd., a subsidiary of the Company, from the central bank was RMB231,404,000 (31 December 2017: RMB39,997,000).
TCL CorporationTCL集团股份有限公司
Notes to Financial Statements财务报表附注
(For the period from 1 January 2018 to 31 December 2018)2018年1月1日至12月31日
(The amounts in tables are expressed in thousands of RMB)人民币千元
IVNotes to Consolidated Financial Statements (Continued)
23Customer Deposits and Interbank Deposits
31 December 201831 December 2017
Customer deposits and interbank deposits545,053310,875
Customer deposits and interbank deposits are deposits absorbed by subsidiary TCL Finance Co., Ltd. from its associates and joint ventures.
24Financial Liabilities at Fair Value through Profit or Loss
31 December 201831 December 2017
Derivative financial liabilities-forward forex contracts106,901349,506
Derivative financial liabilities –interest rate swap contracts105,19693,436
212,097442,942
The fair value of the Company’s trading financial liabilities is their real-time quotes on the forex and interest rate open markets, and the change in fair value is the difference between the contractual price and the real-time quote on the forex or interest rate open market based on the forward exchange rate or interest rate on the balance sheet date.
25Notes and Accounts Payable
31 December 201831 December 2017
Notes payable3,092,5742,061,471
Accounts payable23,922,71219,324,249
27,015,28621,385,720
(1)Notes Payable
31 December 201831 December 2017
Bank acceptance notes2,234,8821,206,258
Commercial acceptance notes857,692855,213
3,092,5742,061,471
As at 31 December 2018, notes payable to related parties were RMB0 (31 December 2017: RMB14,377,000), accounting for 0.00% of the total notes payable (31 December 2017: 0.70%). There were no notes payable to any shareholder with a 5% or greater voting stock.
TCL CorporationTCL集团股份有限公司
Notes to Financial Statements财务报表附注
(For the period from 1 January 2018 to 31 December 2018)2018年1月1日至12月31日
(The amounts in tables are expressed in thousands of RMB)人民币千元
IVNotes to Consolidated Financial Statements (Continued)
25Notes and Accounts Payable (Continued)
(2)Accounts Payable
Accounts payable are largely for purchases of raw materials and components. As at 31 December 2018, the carrying amount of accounts payable was RMB23,922,712,000 (31 December 2017: RMB19,324,249,000), of which accounts payable with aging over 1 year were RMB262,062,000 (31 December 2017: RMB154,765,000), accounting for approximately 1.10% of the total accounts payable (31 December 2017: 0.80%).
As at 31 December 2018, accounts payable to related parties were RMB689,444,000 (31 December 2017: RMB493,212,000), accounting for 2.88% of the total accounts payable (31 December 2017: 2.55%). For further information, see Note VII. There were no accounts payable to any shareholder with a 5% or greater voting stock.
26Advances from Customers
Advances from customers as at the end of the current period were mostly advances on sales. As at 31 December 2018, there were no large-amount advances from customers with aging over 1 year.
As at 31 December 2018, advances from related parties were RMB7,561,000 (31 December 2017: RMB208,000), accounting for 0.52% of the total advances from customers (31 December 2017: 0.02%). There were no advances from any shareholder with a 5% or greater voting stock.
TCL CorporationTCL集团股份有限公司
Notes to Financial Statements财务报表附注
(For the period from 1 January 2018 to 31 December 2018)2018年1月1日至12月31日
(The amounts in tables are expressed in thousands of RMB)人民币千元
IVNotes to Consolidated Financial Statements (Continued)
27Payroll Payable and Long-Term Payroll Payable
(1)Payroll Payable
31 December 201831 December 2017
Short-term payroll payable (note)2,802,9472,207,545
Defined contribution plans payable16,12415,624
Dismissal benefits payable72,32269,499
2,891,3932,292,668
(Note)Short-Term Payroll Payable
1 January 2018Increase in current periodDecrease in current period31 December 2018
Wages and salaries, bonuses, allowances and subsidies2,057,1829,376,911(9,255,236)2,178,857
Social security contributions18,465438,897(431,600)25,762
Housing funds5,615261,193(257,962)8,846
Labour union funds32,95741,299(49,924)24,332
Employee education funds71,03843,483(48,498)66,023
Other22,288592,670(115,831)499,127
2,207,54510,754,453(10,159,051)2,802,947
(2)Long-Term Payroll Payable
31 December 201831 December 2017
Supplementary old age security pensions (note)24,24625,519
Note:Supplementary old age security pensions payable to retired employees.
TCL CorporationTCL集团股份有限公司
Notes to Financial Statements财务报表附注
(For the period from 1 January 2018 to 31 December 2018)2018年1月1日至12月31日
(The amounts in tables are expressed in thousands of RMB)人民币千元
IVNotes to Consolidated Financial Statements (Continued)
28Taxes Payable
31 December 201831 December 2017
VAT238,049119,646
Corporate income tax214,140759,743
Individual income tax34,204117,032
City construction tax18,50446,861
Embankment fees51,78551,139
Educational surcharges13,32835,151
Waste electric appliance and electronic product treatment fund60,87058,448
Other85,65485,772
716,5341,273,792
For the standards for provisions for taxes and the applicable tax rates, see Note III.
29Other Payables
31 December 201831 December 2017
Interest payable586,819444,846
Dividends payable22,55347,110
Other payables22,511,40216,662,797
23,120,77417,154,753
(1)Interest Payable
31 December 201831 December 2017
Interest payable on MTN74,10360,781
Interest payable on corporate bonds314,321244,027
Interest payable on short-term commercial papers67,467-
Interest payable on bank borrowings130,928140,038
586,819444,846
(2)Dividends Payable
31 December 201831 December 2017
Non-controlling interests22,55347,110
TCL CorporationTCL集团股份有限公司
Notes to Financial Statements财务报表附注
(For the period from 1 January 2018 to 31 December 2018)2018年1月1日至12月31日
(The amounts in tables are expressed in thousands of RMB)人民币千元
IVNotes to Consolidated Financial Statements (Continued)
(3)Other Payables
31 December 201831 December 2017
Engineering and equipment expense10,236,4465,676,045
Ordinary current payables to external entities6,705,5665,195,143
Unpaid expense4,709,4235,155,195
Payables for land acquisition452,000-
Security deposits407,967636,414
Total22,511,40216,662,797
As at 31 December 2018, other payables to related parties were RMB615,818,000 (31 December 2017: RMB258,159,000), accounting for 2.74% of the total other payables (31 December 2017: 1.55%). For further information, see Note VII. There were no other payables to any shareholder with a 5% or greater voting stock.
30Short-Term Commercial Papers Payable
31 December 201831 December 2017
Short-term commercial papers (note)2,000,000-
NoteThe Phase 1 of 2018 Short-Term Commercial Papers of RMB2 billion issued by the Company in April 2018.
TCL CorporationTCL集团股份有限公司
Notes to Financial Statements财务报表附注
(For the period from 1 January 2018 to 31 December 2018)2018年1月1日至12月31日
(The amounts in tables are expressed in thousands of RMB)人民币千元
IVNotes to Consolidated Financial Statements (Continued)
31Current Portion of Non-Current Liabilities
Note IV31 December 201831 December 2017
Long-term borrowings (note 1)333,509,9154,930,778
Corporate bonds (note 2)2,500,000-
MTN-996,750
6,009,9155,927,528
Note 1The current portion of long-term borrowings was RMB3,509,915,000 of unsecured borrowings.
Note 2The current portion of bonds payable of RMB2,500,000,000 as at the end of the current period was reclassified to the item of “current portion of non-current liabilities”.
(1)Top Five of Current Portions of Long-Term Borrowings:
LenderStart dateEnd dateCurrency31 December 2018
China Development BankFebruary 2011January 2019USD878,490
The Export-Import Bank of China (Shenzhen branch)November 2017November 2019RMB390,898
China Development BankMarch 2015May 2019USD343,160
The Export-Import Bank of China (Shenzhen branch)October 2017October 2019RMB328,274
The Export-Import Bank of China (Guangdong branch)June 2017June 2019RMB300,000
2,240,822
The interest rates of the current portion of long-term borrowings in the current period ranged from 0% to 4.9% (2017: 0%-4.9%).
32Other Current Liabilities
31 December 201831 December 2017
After-sales service expense (note)1,108,3601,109,100
Financial assets sold under repurchase agreements185,3643,206,902
Currency swaps-1,697,240
Other50,72761,831
1,344,4516,075,073
NoteAfter-sales service expense expected to occur within 1 year is reflected in current liabilities. After-sales service expense is increased by the provisions for such expense established in the current period, and decreased by such expense that occurred in the current period.
TCL CorporationTCL集团股份有限公司
Notes to Financial Statements财务报表附注
(For the period from 1 January 2018 to 31 December 2018)2018年1月1日至12月31日
(The amounts in tables are expressed in thousands of RMB)人民币千元
IVNotes to Consolidated Financial Statements (Continued)
33Long-Term Borrowings
31 December 201831 December 2017
Mortgage borrowings29,516,29718,420,345
Pledge borrowings-1,026,190
Unsecured borrowings10,858,5415,767,624
40,374,83825,214,159
Of which:Current portion of long-term borrowings(3,509,915)(4,930,778)
36,864,92320,283,381
The maturities of the Company’s long-term borrowings vary from 2020 to 2026.
As at 31 December 2018, the carrying amount of long-term mortgage borrowings was RMB29,516,297,000, with land use rights, buildings, machinery and equipment and construction in progress equivalent to RMB47,451,204,000 as the collateral.
As at 31 December 2018, the carrying amount of long-term pledge borrowings was RMB0 (31 December 2017: RMB1,026,190,000, with the Company’s interest in TCL Industries Holdings (HK) Limited as the collateral).
Top Five Long-Term Borrowings:
LenderStart dateEnd dateCurrency31 December 2018
China Development Bank-a syndicated loan for the t2 projectMarch 2015March 2023USD4,461,080
China Development Bank (Hubei branch)April 2016April 2024USD3,932,614
China Development Bank-a syndicated loan for the t2 projectMarch 2015March 2023RMB3,513,600
China Development Bank (Hubei branch)April 2016February 2021RMB2,310,000
China Development Bank (Hubei branch)March 2018December 2025RMB1,870,000
16,087,294
The interest rates of the long-term borrowings in the current period ranged from 0% to 5.57% (2017: 0%-5.57%).
TCL CorporationTCL集团股份有限公司
Notes to Financial Statements财务报表附注
(For the period from 1 January 2018 to 31 December 2018)2018年1月1日至12月31日
(The amounts in tables are expressed in thousands of RMB)人民币千元
IVNotes to Consolidated Financial Statements (Continued)
34Bonds Payable
31 December 201831 December 2017
MTN (note 1)2,492,714497,250
Corporate bonds (note 2)10,492,9149,999,998
12,985,62810,497,248
Note1The Company issued RMB500 million of five-year MTNs on 2 April 2015.
Note2The Company issued RMB2.5 billion of 2016 three-year corporate bonds (phase 1) and RMB1.5 billion of five-year corporate bonds on 16 March 2016, as well as RMB 2 billion of 2016 five-year corporate bonds (phase 2) on 7 July 2016. The Company issued RMB1 billion of 2017 five-year corporate bonds (phase 1) on 19 April 2017, and RMB3 billion of 2017 five-year corporate bonds (phase 2) on 7 July 2017. The Company issued RMB1 billion of 2018 five-year corporate bonds (phase 1) on 6 June 2018, and RMB2 billion of 2018 five-year corporate bonds (phase 2) on 20 August 2018. The RMB2.5 billion of corporate bonds that would be due within 1 year as at the end of the current period was reclassified to “current portion of non-current liabilities”.
35Long-Term Payables
31 December 201831 December 2017
Technological development fund73,00073,000
Other9023,309
73,90276,309
36Deferred Income
31 December 201831 December 2017
Income-related government subsidies2,637,2292,664,877
TCL CorporationTCL集团股份有限公司
Notes to Financial Statements财务报表附注
(For the period from 1 January 2018 to 31 December 2018)2018年1月1日至12月31日
(The amounts in tables are expressed in thousands of RMB)人民币千元
IVNotes to Consolidated Financial Statements (Continued)
37Share Capital
1 January 2018Change in current period31 December 2018
(In thousand shares)SharesPercentageNew issuesOtherSubtotalSharesPercentage
1. Restricted shares4,513,61533.40%34,677(2,722,639)(2,687,962)1,825,65313.47%
1.1 Shares held by government------0.00%
1.2 Shares held by state-owned legal persons1,244,0199.20%-(1,244,019)(1,244,019)-0.00%
1.3 Shares held by other domestic investors3,179,06423.53%34,393(1,478,619)(1,444,226)1,734,83812.80%
Among which: Shares held by domestic non-state-owned legal persons2,694,32719.94%-(1,483,569)(1,483,569)1,210,7588.94%
Shares held by domestic natural persons484,7373.59%34,3934,95039,343524,0803.87%
1.4 Shares held by foreign investors90,5320.67%284-28490,8160.67%
Among which: Shares held by foreign legal persons90,5320.67%---90,5320.67%
Shares held by foreign natural persons--284-2842840.00%
2. Unrestricted shares9,001,35766.60%-2,722,6382,722,63811,723,99586.53%
2.1 RMB-denominated ordinary shares9,001,35766.60%-2,722,6382,722,63811,723,99586.53%
2.2 Domestically listed foreign shares------0.00%
2.3 Overseas listed foreign shares------0.00%
3. Total shares13,514,972100.00%34,677-34,67713,549,649100.00%
TCL CorporationTCL集团股份有限公司
Notes to Financial Statements财务报表附注
(For the period from 1 January 2018 to 31 December 2018)2018年1月1日至12月31日
(The amounts in tables are expressed in thousands of RMB)人民币千元
IVNotes to Consolidated Financial Statements (Continued)
37Share Capital (Continued)
NoteAs at 31 December 2018, the Company’s total share capital was 13,549,649,000 shares.
Except for Chairman of the Board Mr. Li Dongsheng who holds restricted shares subscribed for in a private placement, none of the other incumbent directors, supervisors or senior management hold any restricted shares from a split-share structure reform or a private placement. The shares held by these personnel will stay partially frozen as per the Rules on the Management of Shares Held by the Directors, Supervisors and Senior Management Officers of Listed Companies and the Changes thereof. The trading and information disclosure in relation to these shares shall be in strict compliance with the applicable laws, regulations and rules.
38Capital Reserves
1 January 2018Increase in current periodDecrease in current period31 December 2018
Share premium4,901,36128,781-4,930,142
Other capital reserves1,039,11027,489-1,066,599
5,940,47156,270-5,996,741
TCL CorporationTCL集团股份有限公司
Notes to Financial Statements财务报表附注
(For the period from 1 January 2018 to 31 December 2018)2018年1月1日至12月31日
(The amounts in tables are expressed in thousands of RMB)人民币千元
IVNotes to Consolidated Financial Statements (Continued)
39Surplus Reserves
1 January 2018Increase in current periodDecrease in current period31 December 2018
Statutory surplus reserves1,311,430689,961-2,001,391
Discretionary surplus reserves182,870--182,870
1,494,300689,961-2,184,261
As per China’s Company Law, Articles of Association for Companies, accounting standards, the Company and several of its subsidiaries shall appropriate 10% of net profits as statutory surplus reserves until the reserve amount reaches 50% of the registered capital. According to the aforesaid laws and regulations, part of the statutory surplus reserves can be converted into share capital, and the remaining amount shall not be lower than 25% of the registered capital.
After the appropriation to the statutory surplus reserves, the Company may appropriate net profits to the discretionary surplus reserves. Upon approval, the discretionary surplus reserves can be used to make up the previous loss or increase the share capital.
40General Reserve
1 January 2018Increase in current periodDecrease in current period31 December 2018
General reserve361--361
As per the General Rules on Financial Affairs of Financial Enterprises and the Guide to the Implementation of the General Rules on Financial Affairs of Financial Enterprises promulgated by the Ministry of Finance, as well as the Articles of Association of TCL Finance Co., Ltd., this subsidiary appropriated 1% of its net profit as general reserve in the previous years.
41Retained Earnings
20182017
Beginning retained earnings8,577,6887,305,927
Net profit for current period3,468,2112,664,395
Decrease in current period(2,044,926)(1,392,634)
Including: Appropriated as surplus reserves(689,961)(415,539)
Distributed to ordinary shareholders as dividends(1,354,965)(977,095)
Ending retained earnings10,000,9738,577,688
TCL CorporationTCL集团股份有限公司
Notes to Financial Statements财务报表附注
(For the period from 1 January 2018 to 31 December 2018)2018年1月1日至12月31日
(The amounts in tables are expressed in thousands of RMB)人民币千元
IVNotes to Consolidated Financial Statements (Continued)
42Operating Revenue and Cost of Sales
20182017
Operating revenueCost of salesOperating revenueCost of sales
Core business112,282,59391,888,990110,510,89787,998,223
Non-core business1,077,483716,5991,066,465665,620
113,360,07692,605,589111,577,36288,663,843
(1)Core Business by Operating Division
RevenueCost of salesGross profit
201820172018201720182017
CSOT27,537,31230,475,09522,461,37421,978,6055,075,9388,496,490
Highly16,536,58115,200,56615,908,30014,631,463628,281569,103
TCL Electronics38,569,12535,304,64332,525,99629,738,9376,043,1295,565,706
TCL Communication12,564,16414,974,7459,251,44711,685,7203,312,7173,289,025
TCL Household Electric Appliance Group17,458,89015,890,52814,744,49613,425,5062,714,3942,465,022
Tonly Electronics6,176,2875,072,3985,428,5424,337,994747,745734,404
Others and eliminated intercompany accounts(6,559,766)(6,407,078)(8,431,165)(7,800,002)1,871,3991,392,924
112,282,593110,510,89791,888,99087,998,22320,393,60322,512,674
(2)Core Business by Operating Segment
RevenueCost of salesGross profit
201820172018201720182017
Domestic56,473,13356,321,58646,197,81645,045,43910,275,31711,276,147
Overseas55,809,46054,189,31145,691,17442,952,78410,118,28611,236,527
112,282,593110,510,89791,888,99087,998,22320,393,60322,512,674
The sales revenue from the top five customers combined was RMB17,833,273,000 and RMB19,789,691,000 respectively for 2018 and 2017, accounting for 15.88% and 17.91% of the core business revenue.
TCL CorporationTCL集团股份有限公司
Notes to Financial Statements财务报表附注
(For the period from 1 January 2018 to 31 December 2018)2018年1月1日至12月31日
(The amounts in tables are expressed in thousands of RMB)人民币千元
IVNotes to Consolidated Financial Statements (Continued)
43Interest Income/(Expense) and Exchange Gain/(Loss)
20182017
Interest income87,362150,080
Interest expense72,24879,421
Exchange gain/(loss)(47,714)(22,303)
The interest income, interest expense and exchange gain/(loss) above occurred with the Company’s subsidiary TCL Finance Co., Ltd., which are presented separately herein as required for a financial enterprise.
44Taxes and Surcharges
20182017
City construction and maintenance tax132,326123,926
Property tax109,32971,783
Stamp tax103,99582,024
Educational surcharge96,32991,841
Land use tax15,06419,062
Commodity circulation tax (Brazil)30693,257
Other203,913183,449
661,262665,342
The applicable tax and surcharge standards are detailed in Note III.
45Finance Costs
20182017
Interest expense1,782,4081,800,106
Interest income(621,949)(485,953)
Exchange loss/(income)(321,412)175,896
Other134,214175,226
973,2611,665,275
TCL CorporationTCL集团股份有限公司
Notes to Financial Statements财务报表附注
(For the period from 1 January 2018 to 31 December 2018)2018年1月1日至12月31日
(The amounts in tables are expressed in thousands of RMB)人民币千元
IVNotes to Consolidated Financial Statements (Continued)
46Asset Impairment Loss
20182017
Loss on uncollectible accounts217,800183,921
Inventory valuation loss999,690646,133
Loss on impairments of available-for-sale financial assets22,54842,189
Loss on impairments of fixed assets61,572557,087
Loss on impairment of long-term equity investments31,27717,963
Loss on impairments of discounted notes7,5229,591
Loss on impairment of intangible assets43,548-
Loss on impairment of goodwill62,823206,615
Loss on impairment of other assets76,339-
1,523,1191,663,499
47Other Income
20182017
R&D subsidies1,851,643941,734
VAT rebates on software367,075438,207
2,218,7181,379,941
TCL CorporationTCL集团股份有限公司
Notes to Financial Statements财务报表附注
(For the period from 1 January 2018 to 31 December 2018)2018年1月1日至12月31日
(The amounts in tables are expressed in thousands of RMB)人民币千元
IVNotes to Consolidated Financial Statements (Continued)
48Return on Investment
20182017
Income from disposal of wealth management instruments691,917627,338
Income from disposal of derivative financial assets/liabilities(64,779)(17,067)
Income from investments in money market funds-18,835
Share of current period profit/(loss) of associates1,334,2631,089,216
Share of current period profit/(loss) of joint ventures26,0059,002
Net income from disposal of long-term equity investments(48,708)456,012
Income from disposal of available-for-sale financial assets109,175212,250
Income during period of holding available-for-sale financial assets119,38143,106
2,167,2542,438,692
49Gains/(Losses) on Changes in Fair Value
20182017
Financial assets/liabilities at fair value through profit or loss –forward forex contracts5,834318,009
Financial liabilities at fair value through profit or loss-wealth management instruments(9,380)(8,168)
Financial assets at fair value through profit or loss-interest rate swap contracts(333)(412)
(3,879)309,429
50Asset Disposal Income
20182017
Income from disposal of fixed assets (loss shown in brackets)129,282(19,849)
Income from disposal of intangible assets (loss shown in brackets)(116,206)3,895
Income from disposal of other non-current assets (loss shown in brackets)(3,005)161
10,071(15,793)
TCL CorporationTCL集团股份有限公司
Notes to Financial Statements财务报表附注
(For the period from 1 January 2018 to 31 December 2018)2018年1月1日至12月31日
(The amounts in tables are expressed in thousands of RMB)人民币千元
IVNotes to Consolidated Financial Statements (Continued)
51Non-Operating Income
20182017
Gains on retired or damaged non-current assets7425,052
Including:Gains on retired or damaged fixed assets7144,036
Gains on retired or damaged intangible assets-490
Negative goodwill-191,917
Other956,067643,282
956,809840,251
52Non-Operating Expense
20182017
Losses on retired or damaged non-current assets8,39824,728
Including:Losses on retired or damaged fixed assets7,92623,994
Losses on retired or damaged intangible assets232535
Other96,233138,707
104,631163,435
53Income Tax Expense
20182017
Current income tax expense641,0061,304,418
Deferred income tax expense (note)238,176(59,380)
879,1821,245,038
NoteFor further information on the deferred income tax expense as recognized in the income statement for the current period, see Note IV, item 19.
TCL CorporationTCL集团股份有限公司
Notes to Financial Statements财务报表附注
(For the period from 1 January 2018 to 31 December 2018)2018年1月1日至12月31日
(The amounts in tables are expressed in thousands of RMB)人民币千元
IVNotes to Consolidated Financial Statements (Continued)
54Other Comprehensive Income
(1)Other Comprehensive Income Items, Income Tax Effects and Reclassifications to Profit or Loss
20182017
Share of other comprehensive income of investees that will be reclassified to profit or loss under equity method132,92412,915
Gain/(Loss) on available-for-sale financial assets(576,616)200,164
Previous other comprehensive income reclassified to profit for current period(226,840)(109,299)
Subtotal(803,456)90,865
Current gain/(loss) on cash flow hedges(45,368)416,052
Previous other comprehensive income reclassified to profit for current period(40,471)42,409
Income tax effects recorded in other comprehensive income for current period(10,225)(1,946)
Subtotal(96,064)456,515
Differences arising from translation of foreign currency-denominated financial statements(896,598)1,162,051
Total(1,663,194)1,722,346
(2)Changes in Other Comprehensive Income Items
Equity attributable to shareholders of the Company as the parent
Share of other comprehensive income of investees that will be reclassified to profit or loss under equity methodGain/Loss on changes in fair value of available-for-sale financial assetsGain/(Loss) on changes in cash flow hedgesDifferences arising from translation of foreign currency-denominated financial statementsSubtotalNon-controlling interestsTotal other comprehensive income
1 January 201744,356303,079(220,378)(1,492,220)(1,365,163)(89,842)(1,455,005)
Change in 201711,71897,301341,7071,133,7091,584,435137,9111,722,346
31 December 201756,074400,380121,329(358,511)219,27248,069267,341
Change in 2018132,924(750,787)(89,078)(686,493)(1,393,434)(269,760)(1,663,194)
31 December 2018188,998(350,407)32,251(1,045,004)(1,174,162)(221,691)(1,395,853)
TCL CorporationTCL集团股份有限公司
Notes to Financial Statements财务报表附注
(For the period from 1 January 2018 to 31 December 2018)2018年1月1日至12月31日
(The amounts in tables are expressed in thousands of RMB)人民币千元
IVNotes to Consolidated Financial Statements (Continued)
55Earnings per Share (EPS)
(1)Basic EPS
20182017
Net profit attributable to owners of the Company as the parent3,468,2112,664,395
Weighted average outstanding ordinary shares (in thousand shares)13,549,64913,514,972
Basic EPS (RMB yuan/share)0.25660.2178
(2)Diluted EPS
20182017
Net profit attributable to owners of the Company as the parent3,468,2112,664,395
Diluted weighted average outstanding ordinary shares (in thousand shares)13,538,28213,514,972
Diluted EPS (RMB yuan/share)0.25620.2178
56Cash Generated from Other Operating Activities
Cash generated from other operating activities in the consolidated cash flow statement was RMB2,141,672,000, which primarily consisted of other current payments received and government subsidies.
57Cash Used in Other Operating Activities
Cash used in other operating activities in the consolidated cash flow statement was RMB15,938,820,000, which primarily consisted of various expenses.
58Cash Used in Other Financing Activities
Cash used in other operating activities in the consolidated cash flow statement was RMB584,974,000.
TCL CorporationTCL集团股份有限公司
Notes to Financial Statements财务报表附注
(For the period from 1 January 2018 to 31 December 2018)2018年1月1日至12月31日
(The amounts in tables are expressed in thousands of RMB)人民币千元
IVNotes to Consolidated Financial Statements (Continued)
59Net Cash Generated from/Used in Operating Activities
Reconciliation of Net Profit to Net Cash Generated from/Used in Operating Activities
20182017
Net profit4,065,1983,544,702
Add:Asset impairment allowance1,523,1191,663,499
Depreciation of fixed assets6,941,1756,474,815
Amortization of intangible assets548,421453,086
Amortization of long-term prepaid expense481,053274,967
Loss/(Income) from disposal of fixed assets, intangible assets and other long-lived assets(10,071)15,793
Loss on retired or damaged fixed assets7,65619,676
Loss/(Gain) on changes in fair value3,879(309,429)
Finance costs1,580,9582,077,726
Return/(Loss) on investment(2,167,254)(2,438,692)
Increase/(Decrease) in deferred income tax assets73,961(138,459)
Increase in deferred income tax liabilities169,19541,376
Decrease in inventories(7,941,359)(767,401)
Increase/(Decrease) in operating receivables1,228,167(1,763,676)
Decrease in operating payables898,0322,696,447
Other3,084,449(2,634,815)
Net cash generated from/used in operating activities10,486,5799,209,615
60Changes in Cash and Cash Equivalents, Net
Ending cash and cash equivalents25,702,38423,281,169
Less: Beginning cash23,281,16923,815,656
Net increase in cash and cash equivalents2,421,215(534,487)
Analysis of ending cash and cash equivalents:
Ending monetary capital26,801,34327,459,453
Less: Ending non-cash equivalents (note)1,098,9594,178,284
Ending cash and cash equivalents25,702,38423,281,169
Note:The ending non-cash equivalents primarily included bank deposits, the required reserve deposited by TCL Finance Co., Ltd. in the central bank and other monetary capital. For further information, see Note IV, item 1.
TCL CorporationTCL集团股份有限公司
Notes to Financial Statements财务报表附注
(For the period from 1 January 2018 to 31 December 2018)2018年1月1日至12月31日
(The amounts in tables are expressed in thousands of RMB)人民币千元
VChanges in Consolidation Scope
1Newly Consolidated Entities for Current Period
InvesteeConsolidated periodReason for changeRegistered capitalThe Company’s interest
Guangdong Tonly Precision Structural Parts Co., Ltd.Feb.-Dec. 2018Newly incorporatedRMB 20,000,000100%
TCL Netherlands B.V.Feb.-Dec. 2018Newly incorporated-100%
China Star Optoelectronics Technology (Japan) Co., Ltd.Mar.- Dec. 2018Newly incorporatedJPY 10,000,000100%
Ningbo TCL Equity Investment Co., Ltd.Jan.-Dec. 2018Newly incorporatedRMB 30,000,00099%
Karley Investment LimitedJan.-Dec. 2018Newly incorporatedUSD 1100%
Admiralty Harbour Finance Group LimitedJan.-Dec. 2018Newly incorporatedHKD 1100%
Guangxi Tonly Electronics Technology Co., Ltd.Mar.-Dec. 2018Newly incorporatedRMB 50,000,000100%
TCL Air-Conditioner (Jiujiang) Co., Ltd.Feb.-Dec. 2018Newly incorporatedRMB 20,000,000100%
Beijing Xunying Renren Medical Technologies Co., Ltd.Feb.-Dec. 2018Newly incorporatedRMB 50,000,000100%
Shenzhen Xiaoxiang Technology Development Co., Ltd.Apr.-Dec. 2018Newly incorporatedRMB 15,000,000100%
TCL Ventures IncJun.-Dec. 2018Newly incorporatedRMB 10,000,000100%
TCL Ventures Fund L.P.Jun.-Dec. 2018AcquiredRMB 1,000,000100%
Peaklink Investments LimitedJun.-Dec. 2018Newly incorporatedRMB 50,000100%
TCL Intelligent Appliances (Vietnam) Co., Ltd.Jun.-Dec. 2018Newly incorporatedVND 11,000,000100%
Guangzhou Cool Friends Network Technology Co., Ltd.Jul.-Dec. 2018Newly incorporatedRMB 100,000,000100%
Shanghai Huiying Medical Technology Co., Ltd.Jul.-Dec. 2018Newly incorporatedRMB1,000,000100%
Getech (Shenzhen) Ltd.Jul.-Dec. 2018Newly incorporatedRMB 10,000,000100%
TCL CorporationTCL集团股份有限公司
Notes to Financial Statements财务报表附注
(For the period from 1 January 2018 to 31 December 2018)2018年1月1日至12月31日
(The amounts in tables are expressed in thousands of RMB)人民币千元
VChanges in Consolidation Scope
1Newly Consolidated Entities for Current Period (Continued)
InvesteeConsolidated periodReason for changeRegistered capitalThe Company’s interest
ARES' WARRIORS LIMITEDJul.-Dec. 2018Newly incorporatedUSD1100%
TCL Electronics UK ltdJul.-Dec. 2018Newly incorporatedGBP 200,000100%
TTE TECHNOLOGY INDIA PRIVATE LIMITEDAug.-Dec. 2018Newly incorporatedINR242,500,001.03100%
Huizhou Shiwei New Technology Co., Ltd.Aug.-Dec. 2018Newly incorporatedRMB 500,000100%
Shenzhen TCL Strategic Equity Investment Fund Partnership (Limited Partnership)Aug.-Dec. 2018Newly incorporatedRMB 50,250,00099.5%
Wuhan TCL Industrial Technology Research Institute, Ltd.Aug.-Dec. 2018Newly incorporatedRMB 20,000100%
Perfect Crown Investment LimitedSept.-Dec. 2018Newly incorporatedUSD 50,000100%
Link Win Development LimitedSept.-Dec. 2018Newly incorporatedUSD 50,000100%
Getech Ltd.Sept.-Dec. 2018Newly incorporatedRMB 100,000,00076%
Getech (Wuhan) Ltd.Oct.-Dec. 2018Newly incorporatedRMB 10,000,000100%
Guangdong CSOT Industrial Equity Investment Co., Ltd.Nov.-Dec. 2018Newly incorporatedRMB 11,400,000,00082%
TTE ELECTRONICS INDIA PRIVATE LIMITEDNov.-Dec. 2018Newly incorporatedINR5,000,000100%
SKYGO UNIWIN LIMITEDNov.-Dec. 2018Newly incorporatedHKD 50,000100%
PANEL OPTODISPLAY TECHNOLOGY PRIVATE LIMITEDDec. 2018Newly incorporatedINR108,000,000100%
TCL CorporationTCL集团股份有限公司
Notes to Financial Statements财务报表附注
(For the period from 1 January 2018 to 31 December 2018)2018年1月1日至12月31日
(The amounts in tables are expressed in thousands of RMB)人民币千元
VChanges in Consolidation Scope
1Newly Consolidated Entities for Current Period (Continued)
InvesteeConsolidated periodReason for changeRegistered capitalThe Company’s interest
Huizhou Nirike Optoelectronics Co., Ltd.Dec. 2018Newly incorporatedRMB 30,000,00051%
TCL Electronics (Huizhou) Co., Ltd.Dec. 2018Newly incorporatedRMB 1,100,000,000100%
Zhuhai TCL Haixing Real Estate Co., Ltd.Dec. 2018Newly incorporatedRMB 5,000,000100%
Guangdong Regency Optics-Electron Corp.Dec. 2018AcquiredRMB 38,000,00056.39%
TCL CorporationTCL集团股份有限公司
Notes to Financial Statements财务报表附注
(For the period from 1 January 2018 to 31 December 2018)2018年1月1日至12月31日
(The amounts in tables are expressed in thousands of RMB)人民币千元
VChanges in Consolidation Scope (Continued)
2Deconsolidated Entities for Current Period
InvesteeDate of deconsolidationReason for changeNet assets at transfer day/de-registration dayNet profit in consolidated period
TCL Network Equipment (Shenzhen) Co., Ltd.January 2018Dissolved--
Foshan TCL Household Appliances (Nanhai) Co., Ltd.January 2018De-registered-(170)
Huizhou TCL Hyperpower Batteries Inc.February 2018Transferred69,795(6,333)
Qujing Sunpiestore Technology Co., Ltd.March 2018De-registered--
Cheers Overseas LimitedMay 2018De-registered-(16,748)
JRD (Beijing) Technology Co., Ltd.May 2018De-registered-(737)
Beijing Luote Pacific Communication Technology Co., Ltd.January 2018De-registered--
Shanke Technology Holdings LimitedFebruary 2018Transferred--
TCT Mobile (Singapore) Pte.LtdJune 2018De-registered--
Huizhou Taichuang Investment Development Co., Ltd.January 2018Transferred15,439-
Xi’an TCL Industrial Technology Research Institute, Ltd.June 2018De-registered-(118)
Canyon Circuit Technology (Huizhou) Co., Ltd.January 2018Transferred81,1211,727
Tairui (Hong Kong) LimitedMarch 2018Transferred(140)43
TCT Mobile - Telefones LTDAMarch 2018Transferred388,871(32,719)
Petro AP (Hong Kong) Company LimitedMarch 2018Transferred705,477(11,565)
PETRO AP S.A.March 2018Transferred(285,625)(2,017)
Shenzhen Asic Micro-Electronics Ltd.July 2018De-registered-(82)
Shenzhen Hongye Construction & Decoration Co., Ltd.August 2018De-registered-11,143
Meili Wireless Technology (Shenzhen) Co.,Ltd.August 2018De-registered-(10)
TTE (HK) LimitedSeptember 2018De-registered--
Tonly Technology Pte. Ltd.September 2018De-registered--
TCL CorporationTCL集团股份有限公司
Notes to Financial Statements财务报表附注
(For the period from 1 January 2018 to 31 December 2018)2018年1月1日至12月31日
(The amounts in tables are expressed in thousands of RMB)人民币千元
TOPAID INVESTMENTS LIMITEDOctober 2018De-registered-3,519
Dongming Industrial (Huizhou) Co., Ltd.October 2018De-registered--
TCL CorporationTCL集团股份有限公司
Notes to Financial Statements财务报表附注
(For the period from 1 January 2018 to 31 December 2018)2018年1月1日至12月31日
(The amounts in tables are expressed in thousands of RMB)人民币千元
VChanges in Consolidation Scope (Continued)
2Deconsolidated Entities for Current Period (Continued)
InvesteeDate of deconsolidationReason for changeNet assets at transfer day/de-registration dayNet profit in consolidated period
Huizhou TCL Hongchuang Technology Co., Ltd.October 2018De-registered-11
TCL Healthcare International (Singapore)Co., Ltd.October 2018De-registered--
TCL Zhixian Holding Co., Ltd.November 2018De-registered-(2,225)
Prosper Wide LimitedDecember 2018De-registered-10,060
TCL King Electrical Appliances (Wuxi) Co., Ltd.December 2018De-registered-275
PT EKSINDO TELAGA SAID DARATDecember 2018Transferred--
TCL Very Lighting Technology (Huizhou) Co., Ltd.September 2018Transferred-1,950
Huarui (Huizhou) Co., Ltd.September 2018Transferred-463
TCL CorporationTCL集团股份有限公司
Notes to Financial Statements财务报表附注
(For the period from 1 January 2018 to 31 December 2018)2018年1月1日至12月31日
(The amounts in tables are expressed in thousands of RMB)人民币千元
VChanges in Consolidation Scope (Continued)
3Subsidiaries Disposed in Current Period
SubsidiaryHuizhou Taichuang Investment Development Co., Ltd.Huizhou TCL Hyperpower Batteries Inc.Canyon Circuit Technology (Huizhou) Co., Ltd.Tairui (Hong Kong) LimitedTCT Mobile - Telefones LTDAPetro AP (Hong Kong) Company LimitedHuarui (Huizhou) Co., Ltd.PT EKSINDO TELAGA SAID DARAT
Price for equity interest disposal50,82162,49880,51581380,954-48,189-
% equity interest disposed100.00%100.00%35.00%28.35%100.00%28.35%47.00%100.00%
Way of disposalTransferTransferTransferTransferTransferTransferTransferTransfer
Time of loss of controlJan. 2018Feb. 2018Mar. 2018Mar. 2018Mar. 2018Mar. 2018Sept. 2018Dec. 2018
Determination basis for time of loss of controlWhen the rights and obligations in relation to the target equity interest have all been transferredWhen the rights and obligations in relation to the target equity interest have all been transferredWhen the rights and obligations in relation to the target equity interest have all been transferredWhen the rights and obligations in relation to the target equity interest have all been transferredWhen the rights and obligations in relation to the target equity interest have all been transferredWhen the rights and obligations in relation to the target equity interest have all been transferredWhen the rights and obligations in relation to the target equity interest have all been transferredWhen the rights and obligations in relation to the target equity interest have all been transferred
Difference between the disposal price and the Company’s share of the subsidiary’s net assets in the consolidated financial statements relevant to the disposed equity interest35,382(7,419)414225(94,988)10,016775(7,997)
TCL CorporationTCL集团股份有限公司
Notes to Financial Statements财务报表附注
(For the period from 1 January 2018 to 31 December 2018)2018年1月1日至12月31日
(The amounts in tables are expressed in thousands of RMB)人民币千元
VIInterests in Other Entities
1Interests in Subsidiaries
(1)Major Subsidiaries
InvesteePlace of registrationNature of businessRegistered capital (in RMB yuan)The Company’s interestHow subsidiary was obtained
DirectIndirect
Shenzhen China Star Optoelectronics Technology Co., Ltd.ShenzhenManufacturing and marketingRMB19,822,894,77287.80%-Incorporated
TCL Industries Holdings (HK) LimitedHong KongInvestment holdingsHKD1,578,942,506100%-Incorporated
TCL Electronics Holdings LimitedCayman IslandsInvestment holdingsHKD 2,333,388,113-52.89%Incorporated
Guangzhou Digital Lehua Technology Co., Ltd.GuangzhouManufacturing and marketingRMB120,000,000-70%Incorporated
Shenzhen TCL New Technology Co., Ltd.ShenzhenR&DHKD 10,000,000-100%Incorporated
Shenzhen TCL Digital Technology Co., Ltd.ShenzhenR&DRMB100,000,000-100%Incorporated
TCL King Electrical Appliances (Huizhou) Co., Ltd.HuizhouManufacturing and marketingHKD507,562,684-98.51%Incorporated
TCL Overseas Electronics (Huizhou) Ltd.HuizhouManufacturing and marketingRMB239,330,000-100%Incorporated
TCL Operation Polska Sp.zo.oPolandManufacturing and marketingPLN 126,716,500-100%Incorporated
TCL Moka Manufacturing, S.A. de C.V.MexicoManufacturing and marketingMXN 50,000-100%Obtained in a business combination not under common control
TCL (Vietnam) Corporation Ltd.VietnamManufacturing and marketingVND 37,135,000,000-100%Incorporated
Huizhou TCL Household Appliance Marketing Co., Ltd.HuizhouMarketingRMB30,000,000-100%Incorporated
TCL Electronics (HK) LimitedHong KongMarketingHKD 30,000,000-100%Incorporated
TCL overseas Marketing (Macao Commercial Offshore) LimitedMacauMarketingMOP 100,000-100%Incorporated
TCL Commercial Information Technology (Huizhou) Co., Ltd.HuizhouManufacturing and marketingRMB100,000,000-100%Incorporated
TCL CorporationTCL集团股份有限公司
Notes to Financial Statements财务报表附注
(For the period from 1 January 2018 to 31 December 2018)2018年1月1日至12月31日
(The amounts in tables are expressed in thousands of RMB)人民币千元
TCL New Technology (Huizhou) Co., Ltd.HuizhouManufacturing and marketingRMB80,000,000-100%Incorporated
TCL CorporationTCL集团股份有限公司
Notes to Financial Statements财务报表附注
(For the period from 1 January 2018 to 31 December 2018)2018年1月1日至12月31日
(The amounts in tables are expressed in thousands of RMB)人民币千元
VIInterests in Other Entities (Continued)
1Interests in Subsidiaries (Continued)
(1)Major Subsidiaries (Continued)
InvesteePlace of registrationNature of businessRegistered capital (in RMB yuan)The Company’s interestHow subsidiary was obtained
DirectIndirect
TCL Communication Technology Holdings LimitedCayman IslandsInvestment holdingsHKD1,278,984,117-51%Incorporated
TCL Communication Technology (Chengdu) Co., Ltd.ChengduR&DUSD 12,000,000-100%Incorporated
JRD Communication (Shanghai) Co., Ltd.ShanghaiR&DUSD 10,000,000-100%Incorporated
TCL Mobile Communication Technology (Ningbo) Co., Ltd.NingboR&DUSD 5,000,000-100%Incorporated
JRD Communication (Shenzhen) Ltd.ShenzhenR&DUSD 10,000,000-100%Incorporated
Huizhou TCL Mobile Communication Co., Ltd.HuizhouManufacturing and marketingUSD199,600,000-100%Incorporated
TCL Mobile Communication (HK) Company LimitedHong KongMarketingHKD 5,000,000-100%Incorporated
TCT Mobile Europe SASFranceMarketingEUR 23,031,072-100%Incorporated
TCT Mobile (US) Inc.The U.S.MarketingUSD 1-100%Incorporated
TCT Mobile International LtdHong KongMarketingHKD 5,000,000-100%Incorporated
TCT Mobile SA de CVMexicoMarketingMXN 1,299,103,498-100%Incorporated
“TMC Rus” Limited Liability CompanyRussiaMarketingRUB 10,000-99%Incorporated
TCT Mobile Italy S.R.LItalyMarketingEUR 10,000-100%Incorporated
Shenzhen China Star Optoelectronics Semiconductor Display Technology Co., Ltd.ShenzhenManufacturing and marketingRMB21,500,000,000-57.29%Incorporated
TCL CorporationTCL集团股份有限公司
Notes to Financial Statements财务报表附注
(For the period from 1 January 2018 to 31 December 2018)2018年1月1日至12月31日
(The amounts in tables are expressed in thousands of RMB)人民币千元
VIInterests in Other Entities (Continued)
1Interests in Subsidiaries (Continued)
(1)Major Subsidiaries (Continued)
InvesteePlace of registrationNature of businessRegistered capital (in RMB yuan)The Company’s interestHow subsidiary was obtained
DirectIndirect
Guangzhou China Ray Optoelectronic Materials Co., Ltd.GuangzhouR&DRMB30,000,000-100%Incorporated
Wuhan China Star Optoelectronics Technology Co., Ltd.WuhanManufacturing and marketingRMB8,760,000,000-42.12%Incorporated
Wuhan China Star Optoelectronics Semiconductor Display Technology Co., Ltd.WuhanManufacturing and marketingRMB18,000,000,000-25.3%Incorporated
Shenzhen CPT Display Technology Co., Ltd.ShenzhenManufacturing and marketingUSD 30,000,000-100%Obtained in a business combination not under common control
China Star Optoelectronics International (HK) LimitedHong KongMarketingUSD 9,000,000-100%Incorporated
China Display Optoelectronics Technology Holdings LimitedBermudaInvestment holdingsHKD208,385,062-65.05%Obtained in a business combination not under common control
China Display Optoelectronics Technology (Huizhou) Co., Ltd.HuizhouManufacturing and marketingRMB231,900,000-100%Incorporated
Wuhan China Display Optoelectronics Technology Co., Ltd.WuhanManufacturing and marketingRMB500,000,000-100%Incorporated
Huizhou TCL Household Electric Appliance Group Co., Ltd.HuizhouInvestment holdingsRMB448,000,000100%-Incorporated
Zhongshan Haibeirui Intelligent Software Technology Co., Ltd.ZhongshanR&DRMB5,000,000-100%Incorporated
TCL Intelligent Technology (Hefei) Co., Ltd.HefeiR&DRMB1,000,000-100%Incorporated
TCL Air-Conditioner (Zhongshan) Co., Ltd.ZhongshanManufacturing and marketingUSD 62,311,649-80%Incorporated
TCL Delong Home Appliances (Zhongshan) Co., Ltd.ZhongshanManufacturing and marketingUSD 5,000,000-100%Incorporated
Zhongshan TCL Refrigeration Equipment Co., Ltd.ZhongshanManufacturing and marketingRMB20,000,000-100%Incorporated
TCL CorporationTCL集团股份有限公司
Notes to Financial Statements财务报表附注
(For the period from 1 January 2018 to 31 December 2018)2018年1月1日至12月31日
(The amounts in tables are expressed in thousands of RMB)人民币千元
TCL Home Appliances (Zhongshan) Co., Ltd.ZhongshanManufacturing and marketingRMB80,000,000-100%Incorporated
TCL CorporationTCL集团股份有限公司
Notes to Financial Statements财务报表附注
(For the period from 1 January 2018 to 31 December 2018)2018年1月1日至12月31日
(The amounts in tables are expressed in thousands of RMB)人民币千元
VIInterests in Other Entities (Continued)
1Interests in Subsidiaries (Continued)
(1)Major Subsidiaries (Continued)
InvesteePlace of registrationNature of businessRegistered capital (in RMB yuan)The Company’s interestHow subsidiary was obtained
DirectIndirect
TCL Air Conditioner (Wuhan) Co., Ltd.WuhanManufacturing and marketingRMB110,878,990-100%Incorporated
TCL Home Appliances (Hefei) Co., Ltd.HefeiManufacturing and marketingRMB300,000,000100%-Incorporated
TCL Home Appliances (Hong Kong) LimitedHong KongMarketingHKD 100,000-100%Incorporated
TCL Home Appliances (North America) Co.The U.S.MarketingUSD 100,000-100%Incorporated
Tonly Electronics Holdings LimitedThe Virgin IslandsInvestment holdingsHKD268,357,390-48.73%Incorporated
Shenzhen Tonly Technology Development Co., Ltd.ShenzhenR&DRMB10,000,000-100%Incorporated
Xi’an TCL Software Development Co., Ltd.Xi’anR&DUSD 2,000,000-100%Incorporated
TCL Tonly Electronics (Huizhou) Co., Ltd.HuizhouManufacturing and marketingRMB161,500,000-100%Incorporated
Dongguan Pusheng Electronic Technology Co., Ltd.DongguanManufacturing and marketingRMB31,700,000-100%Obtained in a business combination not under common control
Tonly Electronics Marketing Co., Ltd.Hong KongMarketingHKD2-100%Incorporated
TCL Tonly Technology (Hong Kong) LimitedHong KongMarketingHKD 50,000,000-100%Incorporated
Huizhou TCL Light Electrical Appliances Co., Ltd.HuizhouManufacturing and marketingRMB70,000,000100%-Incorporated
Guangzhou Sky-tech Cloud Info Co., Ltd.GuangzhouInformation technologyUSD200,000,000-100%Incorporated
Guangzhou Sky-tech Shichang Information Technology Co., Ltd.GuangzhouInformation technologyRMB10,000,000-100%Incorporated
TCL Healthcare Holding Co., Ltd.Hong KongInvestment holdingsUSD 74,060,000-66.67%Incorporated
TCL CorporationTCL集团股份有限公司
Notes to Financial Statements财务报表附注
(For the period from 1 January 2018 to 31 December 2018)2018年1月1日至12月31日
(The amounts in tables are expressed in thousands of RMB)人民币千元
Guangzhou TCL Medical Equipment Co., Ltd.GuangzhouManufacturing and marketingRMB200,000,000-100%Incorporated
TCL CorporationTCL集团股份有限公司
Notes to Financial Statements财务报表附注
(For the period from 1 January 2018 to 31 December 2018)2018年1月1日至12月31日
(The amounts in tables are expressed in thousands of RMB)人民币千元
VIInterests in Other Entities (Continued)
1Interests in Subsidiaries (Continued)
(1)Major Subsidiaries (Continued)
InvesteePlace of registrationNature of businessRegistered capital (in RMB yuan)The Company’s interestHow subsidiary was obtained
DirectIndirect
TCL Medical MRI Technology (Wuxi) Co., Ltd.WuxiManufacturing and marketingUSD 30,000,000-100%Incorporated
TCL Medical Ultrasonic Technology (Wuxi) Co., Ltd.WuxiManufacturing and marketingUSD 30,000,000-100%Incorporated
TCL Medical Radiological Technology (Beijing) Co., Ltd.BeijingManufacturing and marketingRMB125,346,000100%-Obtained in a business combination not under common control
Huizhou TCL Environmental Resource Co., Ltd.HuizhouInvestment holdingsRMB300,000,00091%-Incorporated
TCL Aobo Environmental Protection and Development Co., Ltd.TianjinManufacturing and marketingRMB150,000,000-60%Incorporated
Huizhou TCL Environment Technology Co., Ltd.HuizhouManufacturing and marketingRMB110,000,000-51%Obtained in a business combination not under common control
Shantou TCL Deqing Environmental Protection Development Co., Ltd.ShantouManufacturing and marketingRMB50,000,000-51%Incorporated
TCL Educational Web Ltd.The Virgin IslandsInvestment holdingsHKD 42,819,044-100%Incorporated
Shenzhen TCL Educational Technology Co., Ltd.ShenzhenEducational serviceHKD 31,000,000-100%Incorporated
Confucius Institute (Beijing) E-Learning Technology Center Co., Ltd.BeijingEducational serviceRMB39,000,000-80%Incorporated
GoLive TV Tech Co., Ltd.BeijingInformation technologyRMB30,834,300-100%Incorporated
Quanying Technology (Beijing) Co., Ltd.BeijingInformation technologyUSD 750,000-100%Obtained in a business combination not under common control
TCL CorporationTCL集团股份有限公司
Notes to Financial Statements财务报表附注
(For the period from 1 January 2018 to 31 December 2018)2018年1月1日至12月31日
(The amounts in tables are expressed in thousands of RMB)人民币千元
Shenzhen TCL Smart Home Technologies Co., Ltd.ShenzhenInformation technologyRMB135,670,000-100%Incorporated
Shenzhen HAWK Internet Co., Ltd.ShenzhenInternet servicesRMB500,000,000100%-Incorporated
Beijing HAWK Cloud Information Technology Co., Ltd.BeijingInternet servicesRMB20,000,000100%-Incorporated
TCL Culture Media (Shenzhen) Co., Ltd.ShenzhenAd planningRMB550,000,000100%-Incorporated
TCL CorporationTCL集团股份有限公司
Notes to Financial Statements财务报表附注
(For the period from 1 January 2018 to 31 December 2018)2018年1月1日至12月31日
(The amounts in tables are expressed in thousands of RMB)人民币千元
VIInterests in Other Entities (Continued)
1Interests in Subsidiaries (Continued)
(1)Major Subsidiaries (Continued)
InvesteePlace of registrationNature of businessRegistered capital (in RMB yuan)The Company’s interestHow subsidiary was obtained
DirectIndirect
Koyoo Online Service CO., Ltd.HuizhouAfter-sales serviceRMB35,000,000100%-Incorporated
Huizhou Cool Friends Network Technology Co., Ltd.HuizhouE-commerceRMB500,000,00055%45%Incorporated
Highly Information Industry Co., Ltd.BeijingProduct distributionRMB132,600,00073.69%-Incorporated
Beijing Sunpiestore Technology Co., Ltd.BeijingMarketingRMB20,000,000-60%Incorporated
Beijing Lingyun Data Technology Co., Ltd.BeijingMarketingRMB25,000,000-75%Incorporated
TCL Finance Holdings Group (Guangzhou) Co., Ltd.ShenzhenFinanceRMB1,000,000,000100%-Incorporated
TCL Finance Co., Ltd.HuizhouFinanceRMB1,500,000,00082%18%Incorporated
TCL Finance Technology (Shenzhen) Co., Ltd.ShenzhenFinanceRMB 5,000,000-100%Incorporated
Shenzhen Baisi Asset Management Co., Ltd.ShenzhenAsset managementRMB30,000,000-100%Incorporated
TCL Financial Service (Shenzhen) Co., Ltd.ShenzhenFinancial serviceRMB 5,000,000-100%Incorporated
TCL Commercial Factoring (Shenzhen) Co., Ltd.ShenzhenCommercial factoringRMB500,000,000-100%Incorporated
Huizhou Zhongkai TCL Zhirong Technology Microcredit Co., Ltd.HuizhouFinanceRMB500,000,00080%-Acquired
Xinjiang TCL Equity Investment Co., Ltd.HuizhouInvestmentRMB200,000,000100%-Incorporated
Petro AP LimitedThe Virgin IslandsInvestment holdingsUSD 12,000,000-45.00%Incorporated
TCL Technology Park Co., Ltd.ZhuhaiProperty managementRMB3,000,000,000100%-Incorporated
TCL Technology Park (Huizhou) Co., Ltd.HuizhouProperty managementRMB500,000,000100%-Incorporated
TCL CorporationTCL集团股份有限公司
Notes to Financial Statements财务报表附注
(For the period from 1 January 2018 to 31 December 2018)2018年1月1日至12月31日
(The amounts in tables are expressed in thousands of RMB)人民币千元
VIInterests in Other Entities (Continued)
1Interests in Subsidiaries (Continued)
(1)Major Subsidiaries (Continued)
InvesteePlace of registrationNature of businessRegistered capital (in RMB yuan)The Company’s interestHow subsidiary was obtained
DirectIndirect
Shenzhen TCL Real Estate Co., Ltd.ShenzhenProperty managementRMB100,000,000-70.00%Incorporated
Shenzhen TCL Lighting Technology Co., Ltd.ShenzhenProperty managementRMB200,000,000-60.00%Incorporated
Winshero Investment LimitedThe Virgin IslandsInvestmentUSD1-100.00%Incorporated
Shenzhen TCL Industrial Technology Research Institute, Ltd.ShenzhenR&DRMB50,000,000-100.00%Incorporated
TCL Research America Inc.The U.S.R&DUSD 10-100.00%Incorporated
TCL Industrial Technology Research Institute (Hong Kong) LimitedHong KongR&DHKD 30,000,000-100.00%Incorporated
Thunderbird Technology Holding LimitedHong KongInvestment holdingHKD 1-100.00%Incorporated
Guangdong TCL Smart Heating & Ventilation Equipment Co., Ltd.ZhongshanManufacturing and marketingRMB100,000,000-80.00%Incorporated
Note 1Shenzhen China Star Optoelectronics Technology Co., Ltd. (hereinafter referred to as “CSOT”), a subsidiary of the Company, has a 42.12% interest in Wuhan China Star Optoelectronics Technology Co., Ltd. (hereinafter referred to as “Wuhan CSOT”). CSOT appoints key management personnel of Wuhan CSOT and decides its business and financial policies, so CSOT is considered to have substantial control over Wuhan CSOT. Therefore, Wuhan CSOT is included in the Company’s consolidated financial statements.
Note 2TCL Industries Holdings (HK) Limited, a wholly-owned subsidiary of the Company, is the biggest shareholder of Petro AP Limited, taking over half of the board seats. Therefore, TCL Industries Holdings (HK) Limited is considered to have substantial control over the business and financial policies of Petro AP Limited, which is thus included in the Company’s consolidated financial statements.
TCL CorporationTCL集团股份有限公司
Notes to Financial Statements财务报表附注
(For the period from 1 January 2018 to 31 December 2018)2018年1月1日至12月31日
(The amounts in tables are expressed in thousands of RMB)人民币千元
VIInterests in Other Entities (Continued)
1Interests in Subsidiaries (Continued)
(2)Subsidiaries with Significant Non-Controlling Interests
SubsidiaryNon-controlling interestsProfit or loss attributable to non-controlling interests for current periodDividends distributed to non-controlling interests for current periodEnding equity attributable to non-controlling interests
TCL Electronics Holdings Limited47.11%372,453226,4283,651,851
Shenzhen China Star Optoelectronics Technology Co., Ltd.12.20%331,825808,04425,136,970
Highly Information Industry Co., Ltd.26.31%49,57915,699231,067
TCL Communication Technology Holdings Limited49.00%(158,203)-(298,676)
TCL CorporationTCL集团股份有限公司
Notes to Financial Statements财务报表附注
(For the period from 1 January 2018 to 31 December 2018)2018年1月1日至12月31日
(The amounts in tables are expressed in thousands of RMB)人民币千元
VIInterests in Other Entities (Continued)
1Interests in Subsidiaries (Continued)
(2)Subsidiaries with Significant Non-Controlling Interests
The following table presents the key financial information of the aforesaid subsidiaries:
31 December 201831 December 2017
Current assetsNon-current assetsTotal assetsCurrent liabilitiesNon-current liabilitiesTotal liabilitiesCurrent assetsNon-current assetsTotal assetsCurrent liabilitiesNon-current liabilitiesTotal liabilities
TCL Electronics Holdings Limited21,006,5602,850,38923,856,94915,427,269666,73516,094,00418,942,3262,826,68121,769,00714,865,668485,01015,350,678
Shenzhen China Star Optoelectronics Technology Co., Ltd.37,654,26178,694,317116,348,57835,014,43033,644,99368,659,42340,956,74448,743,79889,700,54227,187,18020,420,36347,607,543
Highly Information Industry Co., Ltd.3,937,36820,5553,957,9233,050,85920,0003,070,8592,833,86916,4392,850,3082,096,563-2,096,563
TCL Communication Technology Holdings Limited5,159,4152,127,1307,286,5457,446,858501,7157,948,5736,272,9162,772,7669,045,6828,405,363577,9658,983,328
TCL CorporationTCL集团股份有限公司
Notes to Financial Statements财务报表附注
(For the period from 1 January 2018 to 31 December 2018)2018年1月1日至12月31日
(The amounts in tables are expressed in thousands of RMB)人民币千元
VIInterests in Other Entities (Continued)
1Interests in Subsidiaries (Continued)
(2)Subsidiaries with Significant Non-Controlling Interests (Continued)
The following table presents the key financial information of the aforesaid subsidiaries:
20182017
Operating revenueNet profitTotal comprehensive incomeNet cash generated from/used in operating activitiesOperating revenueNet profitTotal comprehensive incomeNet cash generated from/used in operating activities
TCL Electronics Holdings Limited39,098,170809,788640,3701,754,32735,789,070700,682505,815488,491
Shenzhen China Star Optoelectronics Technology Co., Ltd.27,666,3682,215,2252,431,3839,025,33930,574,4364,861,8429,886,33012,047,910
Highly Information Industry Co., Ltd.16,566,993198,616195,939(80,265)15,234,608194,347202,766253,540
TCL Communication Technology Holdings Limited13,019,445(328,766)(669,621)-15,343,835(2,035,696)(1,949,883)(101,822)
TCL CorporationTCL集团股份有限公司
Notes to Financial Statements财务报表附注
(For the period from 1 January 2018 to 31 December 2018)2018年1月1日至12月31日
(The amounts in tables are expressed in thousands of RMB)人民币千元
VIInterests in Other Entities (Continued)
2Interests in Joint Ventures and Associates
(1)Basic Information about Major Joint Ventures and Associates
InvesteePrincipal place of business/place of registrationNature of businessStrategic to the Group’s activities or notThe Company’s interest
DirectIndirect
Joint ventures–
TV University Online Distance Education Technology Co., Ltd.BeijingEducational serviceYes-50.00%
CJ Speedex Logistics Co., Ltd.ShenzhenLogistics serviceYes-50.00%
Associates–
China Merchants Real Estate (Pingshan, Shenzhen) Co., Ltd.ShenzhenReal estateYes-30.00%
Bank of Shanghai Co., Ltd.ShanghaiFinanceYes-4.99%
Note:For the Reporting Period, the Company had a 4.99% interest in Bank of Shanghai Co., Ltd. and appointed one of its directors to be a member of the Risk Management Committee under the Board of the Bank of Shanghai. Therefore, the Company is deemed to have significant influence on the Bank of Shanghai, and this long-term equity investment is thus measured using the equity method.
(2)Key Financial Information of Major Joint Ventures
31 December 201831 December 2017
TV University Online Distance Education Technology Co., Ltd.CJ Speedex Logistics Co., Ltd.TV University Online Distance Education Technology Co., Ltd.CJ Speedex Logistics Co., Ltd.
Current assets1,237,435486,0301,353,831406,296
Non-current assets76,39631,64772,83717,707
Total assets1,313,831517,6771,426,668424,003
Current liabilities1,049,238366,1331,109,984272,522
Non-current liabilities27,385-28,059-
Total liabilities1,076,623366,1331,138,043272,522
Equity attributable to non-controlling interests7,236-5,547-
Equity attributable to shareholders of the Company as the parent229,972151,544283,078151,482
Share of equity in proportion to the Company’s interest114,98675,772141,53975,741
Carrying amount of investment in joint venture111,062467,888135,342468,286
TCL CorporationTCL集团股份有限公司
Notes to Financial Statements财务报表附注
(For the period from 1 January 2018 to 31 December 2018)2018年1月1日至12月31日
(The amounts in tables are expressed in thousands of RMB)人民币千元
VIInterests in Other Entities (Continued)
2Interests in Joint Ventures and Associates (Continued)
(2)Key Financial Information of Major Joint Ventures (Continued)
20182017
TV University Online Distance Education Technology Co., Ltd.CJ Speedex Logistics Co., Ltd.TV University Online Distance Education Technology Co., Ltd.CJ Speedex Logistics Co., Ltd.
Operating revenue1,685,0441,621,6051,548,6211,098,516
Net profit55,1166357,0762,932
Other comprehensive income----
Total comprehensive income55,1166357,0762,932
Dividends received by the Group from joint venture for current period--26,359-
(3)Key Financial Information of Major Associates
31 December 201831 December 2017
Bank of Shanghai Co., Ltd.China Merchants Real Estate (Pingshan, Shenzhen) Co., Ltd.Bank of Shanghai Co., Ltd.China Merchants Real Estate (Pingshan, Shenzhen) Co., Ltd.
Current assets2,027,772,3992,260,078317,912,7921,531,402
Non-current assets-474,8811,489,854,14658,292
Total assets2,027,772,3992,734,9591,807,766,9381,589,694
Current liabilities1,866,003,7911,563,5201,489,271,838768,711
Non-current liabilities--171,053,697-
Total liabilities1,866,003,7911,563,5201,660,325,535768,711
Equity attributable to non-controlling interests492,059-456,267-
Equity attributable to shareholders of the Company as the parent161,276,5491,171,439146,985,136820,983
Share of equity in proportion to the Company’s interest8,045,973351,4327,332,984246,295
Carrying amount of investment in associate8,363,564377,1227,630,711271,985
Note: The financial data of the Bank of Shanghai Co., Ltd. are expressed in thousands of RMB.
TCL CorporationTCL集团股份有限公司
Notes to Financial Statements财务报表附注
(For the period from 1 January 2018 to 31 December 2018)2018年1月1日至12月31日
(The amounts in tables are expressed in thousands of RMB)人民币千元
VIInterests in Other Entities (Continued)
2Interests in Joint Ventures and Associates (Continued)
(3)Key Financial Information of Major Associates (Continued)
20182017
Bank of Shanghai Co., Ltd.China Merchants Real Estate (Pingshan, Shenzhen) Co., Ltd.Bank of Shanghai Co., Ltd.China Merchants Real Estate (Pingshan, Shenzhen) Co., Ltd.
Operating revenue43,887,8224,78433,124,9953,827
Net profit18,067,835350,45515,336,79345,110
Other comprehensive income1,180,474-(1,056,287)-
Total comprehensive income19,248,309350,45514,280,50645,110
Dividends received by the Group from associate for current period194,713-100,740-
(4)Financial Information of Insignificant Joint Ventures and Associates Combined Respectively
20182017
Joint ventures:
Aggregated carrying amount of investments41,93944,422
Aggregate of following items calculated in proportion to the Company’s interest--
Net profit (note)(1,123)(13,107)
Other comprehensive income (note)--
Total comprehensive income(1,123)(13,107)
Associates:
Aggregated carrying amount of investments15,454,88413,901,499
Aggregate of following items calculated in proportion to the Company’s interest
Net profit (note)1,187,7021,030,673
Other comprehensive income (note)132,92212,915
Total comprehensive income1,320,6241,043,588
Note:The net profit and other comprehensive income have taken into account the impacts of both the fair value of the identifiable assets and liabilities upon the acquisition of investment and accounting policies unifying.
TCL CorporationTCL集团股份有限公司
Notes to Financial Statements财务报表附注
(For the period from 1 January 2018 to 31 December 2018)2018年1月1日至12月31日
(The amounts in tables are expressed in thousands of RMB)人民币千元
VIIRelated Parties and Related-Party Transactions
1Biggest Shareholder of the Company
The Company has no controlling shareholder.
On 19 May 2017, three shareholders of the Company, namely, Mr. Li Dongsheng, Xinjiang Dongxing Huarui Equity Investment Partnership (Limited Partnership) and Xinjiang Jiutian Liancheng Equity Investment Partnership (Limited Partnership) officially became acting-in-concert parties on TCL after signing the Acting-in-Concert Agreement in Relation to TCL Corporation. Up to the agreement signing day, these three acting-in-concert parties combined is the biggest shareholder of TCL, with a total of 1,499,833,496 shares in TCL (an 11.1% stake). With confidence in the Company’s core business and long-term investment value, Mr. Li Dongsheng increased his shareholdings in the Company by a total of 6,600,000 shares on 18 and 19 December 2018, respectively. As at the end of the Reporting Period, Mr. Li Dongsheng and his acting-in-concert parties together held a total of 1,506,433,496 shares (an 11.12% stake) in the Company, and he is the biggest shareholder of the Company. As per Article 217 of the Company Law, a controlling shareholder refers to a shareholder who owns over 50% of a limited liability company’s total capital or over 50% of a joint stock company’s total share capital; or, despite the ownership of less than 50% of a limited liability company’s total capital or less than 50% of a joint stock company’s total number of shares, who can still prevail in the resolution of a meeting of shareholders or a general meeting of shareholders according to the voting rights corresponding to his interest in the limited liability company’s total capital or the joint stock company’s total number of shares. According to the definition above, the Company has no controlling shareholder or actual controller.
TCL CorporationTCL集团股份有限公司
Notes to Financial Statements财务报表附注
(For the period from 1 January 2018 to 31 December 2018)2018年1月1日至12月31日
(The amounts in tables are expressed in thousands of RMB)人民币千元
VIIRelated Parties and Related-Party Transactions (Continued)
2Related Parties that Do Not Control or Are Not Controlled by the Company
Information about such related parties:
Related partyRelationship with the Company
Shenzhen Qianhai Qihang Supply Chain Management Co., Ltd.Associate
LG Innotek Huizhou Co., Ltd.Associate
Saipwell TCL Electronics Industrial Technology Co., Ltd.Associate
Taiyang Electro-optic (Huizhou) Co., Ltd.Associate
T2Mobile LimitedAssociate
TCL Rechi (Huizhou) Refrigeration Equipment Co., Ltd.Associate
Shenzhen Thunderbird Network Technology Co.Associate
Yizheng Zeyu Electric Light Co., Ltd.Associate
Wuhan Shangde Plastics Technology Co., Ltd.Associate
TCL Nanyang Electric Appliance (Guangzhou) Co., Ltd.Associate
Shenzhen Jucai Supply Chain Technology Co., Ltd.Associate
Huan Tech Co., Ltd.Associate
Active Industries International LimitedAssociate
Gaoshengda Holdings (Huizhou) Co., Ltd.Associate
Good Vision LimitedAssociate
Harvey Holdings LimitedAssociate
Hubei Changjiang Hezhi Equity Investment Fund Management Co., Ltd.Associate
Beijing WeMed Medical Equipment Co., Ltd.Associate
Wealthy Way Group LimitedAssociate
KAI OS TECHNOLOGIES INCAssociate
China Merchants Real Estate (Pingshan, Shenzhen) Co., Ltd.Associate
Opta CorporationAssociate
TCL Mingchuang (Xi’an) Co., Ltd.Associate
Shanghai Chuangxiang Venture Capital Partnership (Limited Partnership)Associate
Shanghai Gen Auspicious Investment Management Co., Ltd.Associate
Xizang Dongwei Investment Management Center (Limited Partnership)Associate
Xinjiang Dongpeng Weichuang Equity Investment Partnership (Limited Partnership)Associate
Xinjiang Dongpeng Heli Equity Investment Partnership (Limited Partnership)Associate
Urumqi Dongpeng Chuangdong Equity Investment Management Partnership (Limited Partnership)Associate
Nanjing Zijin Chuangdong Investment Partnership (Limited Partnership)Associate
Nanjing A Dynamic Equity Investment Fund Management Co., Ltd.Associate
Shanghai Gen Auspicious Investment Management Co., Ltd.Associate
Beijing A Dynamic Investment Consulting Co., Ltd.Associate
Urumqi TCL Create Dynamic Equity Investment Management Co., Ltd.Associate
Urumqi Qixinda Equity Investment Management Co., Ltd.Associate
Shenzhen Jiutian Matrix Investment Management Co., Ltd.Associate
TCL Very Lighting Technology (Huizhou) Co., Ltd.Associate
TCL CorporationTCL集团股份有限公司
Notes to Financial Statements财务报表附注
(For the period from 1 January 2018 to 31 December 2018)2018年1月1日至12月31日
(The amounts in tables are expressed in thousands of RMB)人民币千元
Ziteng Intellectual Property Operation (Shenzhen) Co., Ltd.Associate
TCL CorporationTCL集团股份有限公司
Notes to Financial Statements财务报表附注
(For the period from 1 January 2018 to 31 December 2018)2018年1月1日至12月31日
(The amounts in tables are expressed in thousands of RMB)人民币千元
VIIRelated Parties and Related-Party Transactions (Continued)
2Related Parties that Do Not Control or Are Not Controlled by the Company (Continued)
Information about such related parties:
Related partyRelationship with the Company
Zijinshan Investment Co., Ltd.Associate
AGC New Electronic Display Glass (Shenzhen) Co., Ltd.Associate
Rechi Precision Mechanism (Huizhou) Co., Ltd.Associate
Tianjin 712 Communication & Broadcasting Co., Ltd.Associate
Canyon Circuit Technology (Huizhou) Co., Ltd.Associate
Shenzhen Tixiang Enterprise Management Technology Co., Ltd.Associate
Palm Venture GroupAssociate
Amlogic (Shanghai) Inc.Associate
Shenzhen Changcheng Commercial Technology Property Service Co., Ltd.Associate
Hubei Changjiang Hezhi Equity Investment Fund Partnership (Limited Partnership)Associate
Changzhou Chuangdong Fund Management Co., Ltd.Associate
TCL Sun , Inc.Joint venture
TCL Zhiyi Technology (Huizhou) Co., Ltd.Joint venture
CJ Speedex Logistics Co., Ltd.Joint venture
Huizhou TCL Taidong Shihua Investment Co., Ltd.Joint venture
TV University Online Distance Education Technology Co., Ltd.Joint venture
T2Mobile LimitedJoint venture
TCL Huizhou City, Kai Enterprise Management LimitedJoint venture
TCL CorporationTCL集团股份有限公司
Notes to Financial Statements财务报表附注
(For the period from 1 January 2018 to 31 December 2018)2018年1月1日至12月31日
(The amounts in tables are expressed in thousands of RMB)人民币千元
VIIRelated Parties and Related-Party Transactions (Continued)
2Related Parties that Do Not Control or Are Not Controlled by the Company (Continued)
Information about such related parties:
Related partyRelationship with the Company
Huizhou Gaoshengda Technology Co., Ltd.Associate’s subsidiary
Shenzhen Thunderbird Smart Products Co., Ltd.Associate’s subsidiary
Shenzhen Thunderbird Network Media Co., Ltd.Associate’s subsidiary
Shenzhen Thunderbird Information Technology Co., Ltd.Associate’s subsidiary
Qihang Import&Export LimitedAssociate’s subsidiary
Huizhou Shenghua Industrial Co., Ltd.Associate’s subsidiary
Huizhou TCL Real Estate Development Co., Ltd.Associate’s subsidiary
T2 Mobile (Shanghai) LimitedAssociate’s subsidiary
T2Mobile International LimitedAssociate’s subsidiary
Amlogic Co., LimitedAssociate’s subsidiary
Elite Excellent Investments LimitedAssociate’s subsidiary
UNION DYNAMIC INVESTMENT LIMITEDAssociate’s subsidiary
Huixing Holdings LimitedAssociate’s subsidiary
MARVEL PARADISE LIMITEDAssociate’s subsidiary
Shenzhen Yisheng Kangyun Technology Development Co., Ltd.Associate’s subsidiary
Xionghua Investment Co., Ltd.Associate’s subsidiary
Wuhan Lesheng Times Trading Co., Ltd.Associate’s subsidiary
Jinpe Technology (HK) Co., LimitedAssociate’s subsidiary
Honpe Technology (Shenzhen) Co., Ltd.Associate’s subsidiary
Chengdu Legao Times Industrial Co., Ltd.Associate’s subsidiary
TCT Mobile - Telefones LTDAAssociate’s subsidiary
Tairui (Hong Kong) LimitedAssociate’s subsidiary
Beijing National Center for Open & Distance Education Co., Ltd.Joint venture’s subsidiary
Le Shi Zhi Xin Electronics & Technology (Tianjin) Co., Ltd.Major subsidiary’s non-controlling shareholder
TCL CorporationTCL集团股份有限公司
Notes to Financial Statements财务报表附注
(For the period from 1 January 2018 to 31 December 2018)2018年1月1日至12月31日
(The amounts in tables are expressed in thousands of RMB)人民币千元
VIIRelated Parties and Related-Party Transactions (Continued)
3Major Related-Party Transactions
2018As % of total transactions of same kind2017As % of total transactions of same kind
(1)Sale of Raw Materials and Finished Goods to Related PartiesNote1
Saipwell TCL Electronics Industrial Technology Co., Ltd.901,9050.80%728,1720.66%
Shenzhen Qianhai Qihang Supply Chain Management Co., Ltd.550,7940.49%261,3990.24%
Qihang Import&Export Limited474,6400.42%18,0840.02%
TCL Sun,Inc.273,0620.24%264,0480.24%
CJ Speedex Logistics Co., Ltd.179,9390.16%18,8940.02%
TCT Mobile - Telefones LTDA103,0450.09%--
T2Mobile International Limited84,1630.07%88,8960.08%
Palm Venture Group63,9470.06%--
TCL Very Lighting Technology (Huizhou) Co., Ltd.41,2170.04%--
Shenzhen Thunderbird Smart Products Co., Ltd.21,1300.02%33,1770.03%
TCL Zhiyi Technology (Huizhou) Co., Ltd.8,6530.01%32,4520.03%
Huizhou Shenghua Industrial Co., Ltd.3,0310.00%3,3240.00%
T2Mobile (Shanghai) Limited2,6650.00%20.00%
Shenzhen Thunderbird Network Media Co., Ltd.1,2290.00%6,6900.01%
Honpe Technology (Shenzhen) Co., Ltd.1850.00%--
Taiyang Electro-optic (Huizhou) Co., Ltd.1440.00%1380.00%
Shenzhen Jucai Supply Chain Technology Co., Ltd.1360.00%--
Beijing National Center for Open & Distance Education Co., Ltd.920.00%--
Ziteng Intellectual Property Operation (Shenzhen) Co., Ltd.610.00%--
Huizhou Gaoshengda Technology Co., Ltd.410.00%72,5140.07%
Shenzhen Thunderbird Network Technology Co.370.00%--
Shenzhen Tixiang Enterprise Management Technology Co., Ltd.180.00%--
Shenzhen Thunderbird Information Technology Co., Ltd.70.00%--
Huizhou TCL Real Estate Development Co., Ltd.60.00%60.00%
Le Shi Zhi Xin Electronics & Technology (Tianjin) Co., Ltd.--488,6060.44%
Huizhou Zhongkai TCL Zhirong Technology Microcredit Co., Ltd.--290.00%
LG Innotek Huizhou Co., Ltd.--54,5150.05%
2,710,1472.40%2,070,9461.89%
TCL CorporationTCL集团股份有限公司
Notes to Financial Statements财务报表附注
(For the period from 1 January 2018 to 31 December 2018)2018年1月1日至12月31日
(The amounts in tables are expressed in thousands of RMB)人民币千元
VIIRelated Parties and Related-Party Transactions (Continued)
3Major Related-Party Transactions
2018As % of total transactions of same kind2017As % of total transactions of same kind
(2)Procurement of Raw Materials and Finished Goods from Related PartiesNote 2
Huizhou Gaoshengda Technology Co., Ltd.1,257,7071.37%267,9100.30%
Shenzhen Qianhai Qihang Supply Chain Management Co., Ltd.405,8480.44%116,5040.13%
CJ Speedex Logistics Co., Ltd.340,2530.37%--
Huizhou Shenghua Industrial Co., Ltd.329,1650.36%95,2960.11%
TCL Very Lighting Technology (Huizhou) Co., Ltd.257,2480.28%--
Qihang Import&Export Limited242,3160.26%3,6120.00%
Taiyang Electro-optic (Huizhou) Co., Ltd.236,5620.26%165,5330.19%
Wuhan Shangde Plastics Technology Co., Ltd.132,8620.14%125,5850.14%
Amlogic Co., Limited99,9400.11%73,3990.08%
Guangdong Regency Optics-Electron Corp.Note b56,9090.06%70,2550.08%
Shenzhen Jucai Supply Chain Technology Co., Ltd.44,2720.05%--
Shenzhen Thunderbird Smart Products Co., Ltd.21,8410.02%22,8560.03%
AGC New Electronic Display Glass (Shenzhen) Co., Ltd.13,6510.01%--
Yizheng Zeyu Electric Light Co., Ltd.7,3710.01%--
Tairui (Hong Kong) Limited7,3370.01%--
Canyon Circuit Technology (Huizhou) Co., Ltd.3,1660.00%--
TCL Rechi (Huizhou) Refrigeration Equipment Co., Ltd.3,1560.00%7,3440.01%
Shenzhen Thunderbird Network Media Co., Ltd.2,4570.00%--
Rechi Precision Mechanism (Huizhou) Co., Ltd.5130.00%--
TCL Zhiyi Technology (Huizhou) Co., Ltd.--11,5740.01%
Le Shi Zhi Xin Electronics & Technology (Tianjin) Co., Ltd.Note a--133,7490.15%
Honpe Technology (Shenzhen) Co., Ltd.--17,0540.02%
Shenzhen Thunderbird Network Technology Co.--370.00%
Huizhou TCL Taidong Shihua Investment Co., Ltd.--16,1140.02%
TCL CorporationTCL集团股份有限公司
Notes to Financial Statements财务报表附注
(For the period from 1 January 2018 to 31 December 2018)2018年1月1日至12月31日
(The amounts in tables are expressed in thousands of RMB)人民币千元
3,462,5743.75%1,126,8221.27%
NoteBecause Le Shi Zhi Xin Electronics & Technology (Tianjin) Co., Ltd. has significant influence on the Company’s subsidiary TCL Electronics Holdings Limited, the transactions and accounts between them are disclosed as related-party transactions.
NotebThe amount with Guangdong Regency Optics-Electron Corp. in the table above occurred during Jan.-Nov. 2018 as it became a subsidiary of the Company in December 2018.
TCL CorporationTCL集团股份有限公司
Notes to Financial Statements财务报表附注
(For the period from 1 January 2018 to 31 December 2018)2018年1月1日至12月31日
(The amounts in tables are expressed in thousands of RMB)人民币千元
VIIRelated Parties and Related-Party Transactions (Continued)
3Major Related-Party Transactions (Continued)
20182017
(3)Getting Funding from Related PartiesNote 3
Shenzhen Thunderbird Network Technology Co.436,565776
Shenzhen Thunderbird Network Media Co., Ltd.84,76021,920
Qihang Import&Export Limited64,6778,427
Canyon Circuit Technology (Huizhou) Co., Ltd.60,085-
Shenzhen Qianhai Qihang Supply Chain Management Co., Ltd.29,87623,616
Huizhou Gaoshengda Technology Co., Ltd.28,9079,894
CJ Speedex Logistics Co., Ltd.25,13824,890
Shenzhen Jucai Supply Chain Technology Co., Ltd.17,3465,106
Beijing National Center for Open & Distance Education Co., Ltd.13,1778,950
Huizhou Shenghua Industrial Co., Ltd. (the headquarters)5,863-
Shenzhen Thunderbird Information Technology Co., Ltd.4,663450
Taiyang Electro-optic (Huizhou) Co., Ltd.4,6582,930
Elite Excellent Investments Limited2,1622,076
Shenzhen Thunderbird Smart Products Co., Ltd.1,620207
TV University Online Distance Education Technology Co., Ltd.1,5343,308
Shenzhen Tixiang Enterprise Management Technology Co., Ltd.845-
UNION DYNAMIC INVESTMENT LIMITED775761
Huixing Holdings Limited668676
MARVEL PARADISE LIMITED641627
Huan Tech Co., Ltd.467462
Zijinshan Investment Co., Ltd.6-
Huizhou TCL Resource Investment Co., Ltd.-17,899
784,433132,975
(4)Providing Funding for Related PartiesNote 3
Qihang Import&Export Limited5,2302,257
Shenzhen Qianhai Qihang Supply Chain Management Co., Ltd.43,00050,000
Huizhou Gaoshengda Technology Co., Ltd.45,819-
Canyon Circuit Technology (Huizhou) Co., Ltd.10,000-
(5)Providing Labour Service for or Accepting Labour Service from Related Parties
Providing labour service for related parties74,722104,139
Accepting labour service from related parties1,297,92145,311
(6)Selling Assets to Related Parties
T2Mobile (Shanghai) Limited-1,942
TCL CorporationTCL集团股份有限公司
Notes to Financial Statements财务报表附注
(For the period from 1 January 2018 to 31 December 2018)2018年1月1日至12月31日
(The amounts in tables are expressed in thousands of RMB)人民币千元
Shenzhen Thunderbird Information Technology Co., Ltd.-70
TCL CorporationTCL集团股份有限公司
Notes to Financial Statements财务报表附注
(For the period from 1 January 2018 to 31 December 2018)2018年1月1日至12月31日
(The amounts in tables are expressed in thousands of RMB)人民币千元
VIIRelated Parties and Related-Party Transactions (Continued)
3Major Related-Party Transactions (Continued)
20182017
(7)Selling Equity Interests to Related Parties
Active Industries International Limited-215,744
Gaoshengda Holdings (Huizhou) Co., Ltd.-112,940
(8)Service Charges for Related Parties
Shenzhen Thunderbird Network Media Co., Ltd.29,842-
Huan Tech Co., Ltd.Note 41,777125,444
(9)Receiving Interest from or Paying Interest to Related Parties
Interest received16,4215,354
Interest paid15,8542,604
(10)Leases
Rental income45,38227,351
Rental expense42,889461
TCL CorporationTCL集团股份有限公司
Notes to Financial Statements财务报表附注
(For the period from 1 January 2018 to 31 December 2018)2018年1月1日至12月31日
(The amounts in tables are expressed in thousands of RMB)人民币千元
VIIRelated Parties and Related-Party Transactions (Continued)
3Major Related-Party Transactions (Continued)
Note1.Sale of Raw Materials and Finished Goods to Related Parties
The Company sells raw materials, spare parts, auxiliary materials and finished goods to its joint ventures and associates at market prices, which are settled in the same way as non-related-party transactions. These related-party transactions have no material impact on the Company’s net profit, but play an important role as to the Company’s continued operations.
Note2.Procurement of Raw Materials and Finished Goods from Related Parties
The Company purchases raw materials and finished goods from its joint ventures and associates at prices similar to those paid to third-party suppliers, which are settled in the same way as non-related-party transactions. These related-party transactions have no material impact on the Company’s net profit, but play an important role as to the Company’s continued operations.
Note3.Providing Funding for or Getting Funding from Related Parties and Corresponding Interest Received or Paid
The Company set up a settlement centre in 1997 and TCL Finance Co., Ltd. in 2006 (together, the “Financial Settlement Centre”). The Financial Settlement Centre is responsible for the financial affairs of the Company, including capital operation and allocation. The Centre settles accounts with the Company’s subsidiaries, joint ventures and associates and pays the interest. It also allocates the money deposited by the subsidiaries, joint ventures and associates in it to these enterprises and charges interest. The interest income and expense between the Company and the Centre are calculated according to the interest rates declared by the People’s Bank of China. Except for the accounts mentioned in Note 4 below, the funding amount provided refers to the outstanding borrowings due from the Centre to related parties, while the funding amount received means the balances of related parties’ deposits in the Centre.
Note4.Service Charges for Related Parties
Huan Tech Co., Ltd. is a service provider in China for the Internet TVs produced and sold by the Company’s majority-owned subsidiary Huizhou TCL Household Appliance Marketing Co., Ltd. Therefore, Huizhou TCL Household Appliance Marketing Co., Ltd. pays proportional service charges to Huan Tech Co., Ltd. on those Internet TVs.
TCL CorporationTCL集团股份有限公司
Notes to Financial Statements财务报表附注
(For the period from 1 January 2018 to 31 December 2018)2018年1月1日至12月31日
(The amounts in tables are expressed in thousands of RMB)人民币千元
VIIRelated Parties and Related-Party Transactions (Continued)
4Amounts Due from and to Related Parties
(1)Accounts Receivable from Related Parties
31 December 201831 December 2017
Saipwell TCL Electronics Industrial Technology Co., Ltd.173,651167,674
Shenzhen Qianhai Qihang Supply Chain Management Co., Ltd.136,049299,867
TCL Sun,Inc.79,67273,999
Qihang Import&Export Limited50,223162,963
T2Mobile International Limited46,36215,365
Palm Venture Group18,582-
Shenzhen Thunderbird Smart Products Co., Ltd.12,5133,810
Le Shi Zhi Xin Electronics & Technology (Tianjin) Co., Ltd.3,442-
T2Mobile (Shanghai) Limited2,774404
TCL Zhiyi Technology (Huizhou) Co., Ltd.1,4796,764
Huan Tech Co., Ltd.430566
Beijing National Center for Open & Distance Education Co., Ltd.10298
Huizhou TCL Real Estate Development Co., Ltd.6241
Shenzhen Thunderbird Network Media Co., Ltd.-70
Good Vision Limited-5,454
LG Innotek Huizhou Co., Ltd.-10,705
Harvey Holdings Limited-44
525,285748,024
TCL CorporationTCL集团股份有限公司
Notes to Financial Statements财务报表附注
(For the period from 1 January 2018 to 31 December 2018)2018年1月1日至12月31日
(The amounts in tables are expressed in thousands of RMB)人民币千元
VIIRelated Parties and Related-Party Transactions (Continued)
4Amounts Due from and to Related Parties
(2)Accounts Payable to Related Parties
31 December 201831 December 2017
Huizhou Gaoshengda Technology Co., Ltd.359,391322,688
Huizhou Shenghua Industrial Co., Ltd. (the headquarters)91,947-
Taiyang Electro-optic (Huizhou) Co., Ltd.91,30674,446
CJ Speedex Logistics Co., Ltd.81,58528,085
Shenzhen Jucai Supply Chain Technology Co., Ltd.24,711162
AGC New Electronic Display Glass (Shenzhen) Co., Ltd.14,839-
Amlogic Co., Limited14,0577,163
Wuhan Shangde Plastics Technology Co., Ltd.8,57619,487
Shenzhen Thunderbird Network Media Co., Ltd.2,879-
TCL Nanyang Electric Appliance (Guangzhou) Co., Ltd.136136
Harvey Holdings Limited12-
Shenzhen Changcheng Commercial Technology Property Service Co., Ltd.5-
Guangdong Regency Optics-Electron Corp.-19,441
Le Shi Zhi Xin Electronics & Technology (Tianjin) Co., Ltd.-18,790
Yizheng Zeyu Electric Light Co., Ltd.-1,037
Huizhou TCL Taidong Shihua Investment Co., Ltd.-1,012
Shenzhen Thunderbird Network Technology Co.-734
Beijing WeMed Medical Equipment Co., Ltd.-31
689,444493,212
TCL CorporationTCL集团股份有限公司
Notes to Financial Statements财务报表附注
(For the period from 1 January 2018 to 31 December 2018)2018年1月1日至12月31日
(The amounts in tables are expressed in thousands of RMB)人民币千元
VIIRelated Parties and Related-Party Transactions (Continued)
4Amounts Due from and to Related Parties (Continued)
(3)Other Receivables from Related Parties
31 December 201831 December 2017
Saipwell TCL Electronics Industrial Technology Co., Ltd.236,839-
China Merchants Real Estate (Pingshan, Shenzhen) Co., Ltd.147,037-
Active Industries International Limited88,882161,795
Harvey Holdings Limited33,37242,353
Shenzhen Qianhai Qihang Supply Chain Management Co., Ltd.22,09249,500
KAI OS TECHNOLOGIES INC12,81643,988
Palm Venture Group12,266-
Wuhan Lesheng Times Trading Co., Ltd.8,000-
Hubei Changjiang Hezhi Equity Investment Fund Partnership (Limited Partnership)7,845-
Good Vision Limited5,722-
Shenzhen Jucai Supply Chain Technology Co., Ltd.3,358-
Shenzhen Thunderbird Smart Products Co., Ltd.1,84936
Le Shi Zhi Xin Electronics & Technology (Tianjin) Co., Ltd.800800
Shenzhen Tixiang Enterprise Management Technology Co., Ltd.341-
Nanjing Zijin Chuangdong Investment Partnership (Limited Partnership)296-
Shenzhen Thunderbird Network Media Co., Ltd.251695
Wealthy Way Group Limited78-
Huan Tech Co., Ltd.223
Shenzhen Changcheng Commercial Technology Property Service Co., Ltd.21-
Xionghua Investment Co., Ltd.1717
LG Innotek Huizhou Co., Ltd.10-
T2Mobile International Limited6-
Changzhou Chuangdong Fund Management Co., Ltd.2-
Shenzhen Jiutian Matrix Investment Management Co., Ltd.2-
Xinjiang Dongpeng Weichuang Equity Investment Partnership (Limited Partnership)-40,300
Beijing WeMed Medical Equipment Co., Ltd.-3,777
T2Mobile (Shanghai) Limited-3,676
Shanghai Chuangxiang Venture Capital Partnership (Limited Partnership)-2,180
Shenzhen Thunderbird Information Technology Co., Ltd.-762
Shenzhen Thunderbird Network Technology Co.-545
Guangdong Regency Optics-Electron Corp.-184
Tianjin 712 Communication & Broadcasting Co., Ltd.-6
581,924350,617
TCL CorporationTCL集团股份有限公司
Notes to Financial Statements财务报表附注
(For the period from 1 January 2018 to 31 December 2018)2018年1月1日至12月31日
(The amounts in tables are expressed in thousands of RMB)人民币千元
VIIRelated Parties and Related-Party Transactions (Continued)
4Amounts Due from and to Related Parties (Continued)
(4)Other Payables to Related Parties
31 December 201831 December 2017
Shenzhen Thunderbird Network Technology Co.409,752-
CJ Speedex Logistics Co., Ltd.87,33068,590
Qihang Import&Export Limited59,4466,170
Opta Corporation34,19032,610
Good Vision Limited5,7085,440
AGC New Electronic Display Glass (Shenzhen) Co., Ltd.4,659-
Beijing National Center for Open & Distance Education Co., Ltd.3,282300
Elite Excellent Investments Limited2,1622,076
TCL Nanyang Electric Appliance (Guangzhou) Co., Ltd.2,035255
Jinpe Technology (HK) Co., Limited1,9761,396
Wuhan Shangde Plastics Technology Co., Ltd.784784
Shenzhen Yisheng Kangyun Technology Development Co., Ltd.777786
UNION DYNAMIC INVESTMENT LIMITED775761
Huizhou Shenghua Industrial Co., Ltd. (the headquarters)718-
Huixing Holdings Limited668676
MARVEL PARADISE LIMITED641627
Shenzhen Thunderbird Information Technology Co., Ltd.241-
T2Mobile Limited176166
Hubei Changjiang Hezhi Equity Investment Fund Management Co., Ltd.17274
TV University Online Distance Education Technology Co., Ltd.139141
Taiyang Electro-optic (Huizhou) Co., Ltd.9393
Urumqi Dongpeng Chuangdong Equity Investment Management Partnership (Limited Partnership)4235
Honpe Technology (Shenzhen) Co., Ltd.27238
T2Mobile (Shanghai) Limited14-
Zijinshan Investment Co., Ltd.6-
Gaoweida Digital Technology (Huizhou) Co., Ltd.22
Huizhou TCL Real Estate Development Co., Ltd.22,385
Canyon Circuit Technology (Huizhou) Co., Ltd.1-
China Merchants Real Estate (Pingshan, Shenzhen) Co., Ltd.-109,754
Huizhou Gaoshengda Technology Co., Ltd.-17,359
Huizhou TCL Resource Investment Co., Ltd.-6,267
Wealthy Way Group Limited-986
TCL Mingchuang (Xi’an) Co., Ltd.-161
TCL CorporationTCL集团股份有限公司
Notes to Financial Statements财务报表附注
(For the period from 1 January 2018 to 31 December 2018)2018年1月1日至12月31日
(The amounts in tables are expressed in thousands of RMB)人民币千元
VIIRelated Parties and Related-Party Transactions (Continued)
4Amounts Due from and to Related Parties (Continued)
(4)Other Payables to Related Parties (Continued)
31 December 201831 December 2017
Nanjing A Dynamic Equity Investment Fund Management Co., Ltd.-5
Shanghai Gen Auspicious Investment Management Co., Ltd.-5
Beijing A Dynamic Investment Consulting Co., Ltd.-4
Urumqi TCL Create Dynamic Equity Investment Management Co., Ltd.-4
TCL Huizhou City, Kai Enterprise Management Limited-4
Xizang Dongwei Investment Management Center (Limited Partnership)-3
LG Innotek Huizhou Co., Ltd.-2
615,818258,159
TCL CorporationTCL集团股份有限公司
Notes to Financial Statements财务报表附注
(For the period from 1 January 2018 to 31 December 2018)2018年1月1日至12月31日
(The amounts in tables are expressed in thousands of RMB)人民币千元
VIIRelated Parties and Related-Party Transactions (Continued)
4Amounts Due from and to Related Parties (Continued)
(5)Notes Receivable from Related Parties
31 December 201831 December 2017
Le Shi Zhi Xin Electronics & Technology (Tianjin) Co., Ltd.-607
(6)Notes Payable to Related Parties
31 December 201831 December 2017
Shenzhen Qianhai Qihang Supply Chain Management Co., Ltd.-14,377
(7)Prepayments to Related Parties
31 December 201831 December 2017
CJ Speedex Logistics Co., Ltd.1,7581,760
T2Mobile (Shanghai) Limited1,1301,784
Shenzhen Jucai Supply Chain Technology Co., Ltd.29-
Le Shi Zhi Xin Electronics & Technology (Tianjin) Co., Ltd.182,128
Shenzhen Qianhai Qihang Supply Chain Management Co., Ltd.-22,693
Honpe Technology (Shenzhen) Co., Ltd.-1,056
2,93529,421
(8)Advances from Related Parties
31 December 201831 December 2017
Qihang Import&Export Limited7,526-
Palm Venture Group25-
Huizhou Gaoshengda Technology Co., Ltd.107
Shenzhen Qianhai Qihang Supply Chain Management Co., Ltd.-131
TCL Sun,Inc.-69
CJ Speedex Logistics Co., Ltd.-1
7,561208
TCL CorporationTCL集团股份有限公司
Notes to Financial Statements财务报表附注
(For the period from 1 January 2018 to 31 December 2018)2018年1月1日至12月31日
(The amounts in tables are expressed in thousands of RMB)人民币千元
VIIRelated Parties and Related-Party Transactions (Continued)
4Amounts Due from and to Related Parties (Continued)
(9)Dividends Receivable from Related Parties
31 December 201831 December 2017
TV University Online Distance Education Technology Co., Ltd.47,656-
Saipwell TCL Electronics Industrial Technology Co., Ltd.9288
Xinjiang Dongpeng Weichuang Equity Investment Partnership (Limited Partnership)-11,015
47,74811,103
(10)Interest Receivable from Related Parties
31 December 201831 December 2017
Harvey Holdings Limited4,9532,411
Qihang Import&Export Limited78-
Shenzhen Qianhai Qihang Supply Chain Management Co., Ltd.7177
Huizhou Gaoshengda Technology Co., Ltd.34-
Canyon Circuit Technology (Huizhou) Co., Ltd.18-
5,1542,488
(11)Deposits from Related Parties
31 December 201831 December 2017
Shenzhen Thunderbird Network Media Co., Ltd.84,76021,920
Canyon Circuit Technology (Huizhou) Co., Ltd.60,085-
Shenzhen Qianhai Qihang Supply Chain Management Co., Ltd.29,87623,616
Huizhou Gaoshengda Technology Co., Ltd.28,9079,402
Shenzhen Thunderbird Network Technology Co.26,565776
Shenzhen Jucai Supply Chain Technology Co., Ltd.17,3465,106
CJ Speedex Logistics Co., Ltd.14,46523,724
Beijing National Center for Open & Distance Education Co., Ltd.13,0328,809
Huizhou Shenghua Industrial Co., Ltd. (the headquarters)5,144-
Shenzhen Thunderbird Information Technology Co., Ltd.4,663450
Taiyang Electro-optic (Huizhou) Co., Ltd.4,5652,837
Shenzhen Thunderbird Smart Products Co., Ltd.1,620207
TV University Online Distance Education Technology Co., Ltd.1,3943,167
Shenzhen Tixiang Enterprise Management Technology Co., Ltd.84517,178
Huan Tech Co., Ltd.467462
293,734117,654
These deposits are made by related parties in the Company’s subsidiary TCL Finance Co., Ltd.
Except that the deposits of the Company’s subordinates in the Financial Settlement Centre and the Centre’s borrowings to the subordinates are interest-bearing, all the other amounts due from and to related parties bear no interest, collateral or fixed payment dates.
TCL CorporationTCL集团股份有限公司
Notes to Financial Statements财务报表附注
(For the period from 1 January 2018 to 31 December 2018)2018年1月1日至12月31日
(The amounts in tables are expressed in thousands of RMB)人民币千元
VIIICommitments
1Lease Commitments
The following table presents the minimum lease payables after the balance sheet date according to the irrevocable operating lease contracts signed by the Company:
31 December 201831 December 2017
Year 1101,77561,451
Year 287,09252,297
Year 342,85843,809
Thereafter67,74252,515
299,467210,072
2Capital Commitments
31 December 201831 December 2017
Under contractual obligations but not provided forNote 18,609,2418,322,088
Approved by Board but not under contractual obligationsNote 28,627-
8,617,8688,322,088
Note 1. The capital commitments under contractual obligations but not provided for in the current period primarily consisted of such commitments for construction of investment projects and external investments.
Note 2. The capital commitments approved by the Board but not under contractual obligations in the current period primarily consisted of such commitments for CSOT’s LCD panel project.
As at 31 December 2018, except for the disclosures above, there were no other major commitments that are required to be disclosed.
TCL CorporationTCL集团股份有限公司
Notes to Financial Statements财务报表附注
(For the period from 1 January 2018 to 31 December 2018)2018年1月1日至12月31日
(The amounts in tables are expressed in thousands of RMB)人民币千元
IXContingencies
Guarantees Provided for External Parties
The guarantee amount for associates’ bank loans, commercial drafts, letters of credit, etc. is RMB1,112,147,000.
As at 31 December 2018, the Company estimated that it was not likely for the aforesaid guarantees to cause a material loss, so it did not record a provision in the financial statements for it. Except for the said contingencies, there were no other major contingencies that are required to be disclosed as at 31 December 2018.
XEvents after Balance Sheet Date
1On 7 December 2018, the Proposal on the Major Asset Sale & Related-Party Transaction Report (Draft) and Its Summary, as well as the related proposals were approved at the 13th Meeting of the 6th Board. According to the proposals, the Company would sell for a total amount of RMB4.76 billion certain direct equity holdings (the 100.00% interest of TCL Industries Holdings (HK) Limited, the 100.00% interest of TCL Technology Park Co., Ltd., the 100.00% interest of Huizhou TCL Household Electric Appliance Group Co., Ltd., the 100.00% interest of TCL Home Appliances (HeFei) Co., Ltd., the 100.00% interest of Koyoo Online Service Co., Ltd., a 55.00% interest in Huizhou Cool Friends Network Technology Co., Ltd. (“Cool Friends Technology”) and a 36.00% interest in Getech Ltd.), as well as certain indirect equity holdings (a 75.00% interest in JDH Information Tech (Zhuhai) Co., Ltd. held via the wholly-owned subsidiary TCL Finance Holdings Group (Guangzhou) Co., Ltd. and a 1.50% interest in Cool Friends Technology held via Huizhou TCL Light Electrical Appliances Co., Ltd.). Up to the balance sheet date of the 2018 annual financial statements, the said restructuring plan was yet to be approved by a general meeting. On 7 January 2019, the Proposal on the Major Asset Sale & Related-Party Transaction Report (Draft) and Its Summary, as well as the related proposals were approved at the First Extraordinary General Meeting of 2019. And the restructuring was implemented as resolved. Up to 12 March 2019, the transaction parties had completed the approval/filing procedures on the target assets with the development and reform commission and the commercial administration; and the Company had received from the transaction counterparty the first payment of RMB1.428 billion as per the Agreement on the Sale of Major Assets.
TCL CorporationTCL集团股份有限公司
Notes to Financial Statements财务报表附注
(For the period from 1 January 2018 to 31 December 2018)2018年1月1日至12月31日
(The amounts in tables are expressed in thousands of RMB)人民币千元
XEvents after Balance Sheet Date (Continued)
2As per the 2018 Annual Profit Distribution Plan approved at the 15th Meeting of the 6th Board on 19 March 2019, based on the share capital of 13,402,888,507 shares on 19 March 2019 that are eligible for profit distribution (the total share capital of 13,549,648,507 shares minus the 146,760,000 shares in the Company’s special securities account for repurchase that are not eligible for profit distribution), a cash dividend of RMB1 (tax inclusive) per 10 shares is to be distributed to the shareholders, totaling RMB1,340,288,851. Meanwhile, there will be no bonus issue from either profit or capital reserves for the year under review.
Except for the aforesaid event, there were no other significant post-balance-sheet-date events that are required to be disclosed as at the date of the authorization of the financial statements for issue.
TCL CorporationTCL集团股份有限公司
Notes to Financial Statements财务报表附注
(For the period from 1 January 2018 to 31 December 2018)2018年1月1日至12月31日
(The amounts in tables are expressed in thousands of RMB)人民币千元
XINotes to Financial Statements of the Company as Parent
1Accounts Receivable
31 December 201831 December 2017
Notes receivable20,49723,031
Accounts receivable194,959340,349
215,456363,380
(1)Accounts Receivable by Aging:
31 December 201831 December 2017
AmountPercentageAllowance for doubtful accountsAllowance ratioAmountPercentageAllowance for doubtful accountsAllowance ratio
Within 1 year194,959100.00%-0.00%340,349100.00%-0.00%
As at 31 December 2018, there were no such accounts receivable from any shareholder with a 5% or greater voting stock.
2Other Receivables
31 December 201831 December 2017
Interest receivable212,200103,343
Dividends receivable4,211,8243,458,737
Other receivables18,773,35313,640,338
215,456363,380
(1)Other Receivables by Aging:
31 December 201831 December 2017
AmountPercentageAllowance for doubtful accountsAllowance ratioAmountPercentageAllowance for doubtful accountsAllowance ratio
Within 1 year11,333,48978.62%-0.00%8,840,98486.97%-0.00%
1-2 years2,506,59217.39%-0.00%1,006,3549.90%-0.00%
2-3 years316,1892.19%-0.00%110,1851.08%-0.00%
Over 3 years258,9321.80%65,87325.44%209,2952.05%88,56042.31%
14,415,202100.00%65,8730.46%10,166,818100.00%88,5600.87%
The outstanding other receivables were mostly current accounts with related parties. As at 31 December 2018, there were no such other receivables from any shareholder with a 5% or greater voting stock.
The top five other receivables amounted to approximately RMB6,598,913,000 (31 December 2017:
TCL CorporationTCL集团股份有限公司
Notes to Financial Statements财务报表附注
(For the period from 1 January 2018 to 31 December 2018)2018年1月1日至12月31日
(The amounts in tables are expressed in thousands of RMB)人民币千元
TCL CorporationTCL集团股份有限公司
Notes to Financial Statements财务报表附注
(For the period from 1 January 2018 to 31 December 2018)2018年1月1日至12月31日
(The amounts in tables are expressed in thousands of RMB)人民币千元
XINotes to Financial Statements of the Company as Parent (Continued)
3Available-for-Sale Financial Assets
31 December 201831 December 2017
Available-for-sale equity instruments——at fair value (note)40,73679,824
Available-for-sale equity instruments——at cost1,144,6941,144,694
1,185,4301,224,518
NoteAvailable-for-Sale Equity Instruments——at Fair Value
31 December 201831 December 2017
Cost40,00040,000
Changes in fair value73639,824
40,73679,824
4Long-Term Equity Investments
31 December 201831 December 2017
Gross amountImpairment allowanceCarrying amountGross amountImpairment allowanceCarrying amount
Long-term equity investments at equity method9,545,7119,545,7118,889,011-8,889,011
Of which:Associates (1)9,526,5689,526,5688,866,421-8,866,421
Joint ventures (1)19,14319,14322,590-22,590
Subsidiaries (2)32,257,73932,257,73926,094,554-26,094,554
41,803,45041,803,45034,983,565-34,983,565
As at 31 December 2018, there were no significant restrictions on sale of the long-term equity investments or collection of the investment income.
TCL CorporationTCL集团股份有限公司
Notes to Financial Statements财务报表附注
(For the period from 1 January 2018 to 31 December 2018)2018年1月1日至12月31日
(The amounts in tables are expressed in thousands of RMB)人民币千元
XINotes to Financial Statements of the Company as Parent (Continued)
4Long-Term Equity Investments (Continued)
(1)Joint Ventures and Associates
Changes in current period
Beginning amountChange in investment in current periodInvestment income/(loss) at equity methodAdjustment in other comprehensive incomeOther changes in equityCash dividends or profits declaredImpairment allowanceOther changes31 December 2018
LG Innotek Huizhou Co., Ltd.81,554-10,445--(10,135)-2,03883,902
Huan Tech Co., Ltd.158,042(1,190)22,322----1,190180,364
TCL Nanyang Electric Appliance (Guangzhou) Co., Ltd.2,291-(268)-----2,023
Gaoshengda Holdings (Huizhou) Co., Ltd.49,733(61,051)11,318------
Waterway Construction Investment Co., Ltd.48,081-(223)----(47,858)-
Canyon Circuit Technology (Huizhou) Co., Ltd.--3,286----(3,286)-
Huizhou TCL Resource Investment Co., Ltd.65,532(269,500)(65,533)----269,501-
Zhongxin Financial Capital Management Company Limited--------
Shenzhen Qianhai Qihang Supply Chain Management Co., Ltd.53,012-(7,978)-----45,034
Bank of Shanghai Co., Ltd.7,630,711-899,70327,863-(194,713)--8,363,564
TCL CorporationTCL集团股份有限公司
Notes to Financial Statements财务报表附注
(For the period from 1 January 2018 to 31 December 2018)2018年1月1日至12月31日
(The amounts in tables are expressed in thousands of RMB)人民币千元
XINotes to Financial Statements of the Company as Parent (Continued)
4Long-Term Equity Investments (Continued)
(1)Joint Ventures and Associates
Changes in current period
Beginning amountChange in investment in current periodInvestment income/(loss) at equity methodAdjustment in other comprehensive incomeOther changes in equityCash dividends or profits declaredImpairment allowanceOther changes31 December 2018
Hubei Consumer Finance Company120,343-19,943-----140,286
Shenzhen Tixiang Enterprise Management Technology Co., Ltd.-2,00013-----2,013
Taiyang Electro-optic (Huizhou) Co., Ltd.12,921(11,627)1,508----(2,802)-
Shenzhen Jucai Supply Chain Technology Co., Ltd.6,000-(842)-----5,158
Huizhou TCL Taidong Shihua Investment Co., Ltd.22,590-(3,447)-----19,143
Other638,201(1,200)41,474----25,749704,224
8,889,011(342,568)931,72127,863-(204,848)-244,5329,545,711
TCL CorporationTCL集团股份有限公司
Notes to Financial Statements财务报表附注
(For the period from 1 January 2018 to 31 December 2018)2018年1月1日至12月31日
(The amounts in tables are expressed in thousands of RMB)人民币千元
XINotes to Financial Statements of the Company as Parent (Continued)
4Long-Term Equity Investments (Continued)
(2)Subsidiaries
Voting right percentage1 January 2018Increase in current periodDecrease in current period31 December 2018
TCL Industries Holdings (HK) Limited100.00%1,344,042-(16,160)1,327,882
Shenzhen China Star Optoelectronics Technology Co., Ltd.87.80%18,727,2993,168,399-21,895,698
Huizhou TCL Household Electric Appliance Group Co., Ltd.100.00%448,000--448,000
TCL Commercial Information Technology (Huizhou) Co., Ltd.-65,000-(65,000)-
Huizhou Cool Friends Network Technology Co., Ltd.55.00%273,144--273,144
Koyoo Online Service Co., Ltd.100.00%25,469--25,469
Techne Corporation55.00%37,954--37,954
Xinjiang TCL Equity Investment Co., Ltd.100.00%200,000--200,000
Wuhan TCL Industrial Technology Research Institute, Ltd.100.00%-20,000-20,000
Huizhou TCL Environmental Resource Co., Ltd.100.00%300,000-(27,000)273,000
Highly Information Industry Co., Ltd.73.69%107,296--107,296
Shenzhen TCL Industrial Technology Research Institute, Ltd.-17,500-(17,500)-
TCL Communication Equipment (Huizhou) Co., Ltd.75.00%79,500--79,500
TCL Finance Co., Ltd.82.00%1,256,003--1,256,003
Shenzhen TCL High-Tech Development Co., Ltd.100.00%20,000--20,000
Huizhou TCL Hongchuang Technology Co., Ltd.-5,000-(5,000)-
Huizhou TCL International Hotels Limited-49,993-(49,993)-
Guangzhou TCL Science and Technology Development Co., Ltd.-230,000-(230,000)-
Xi’an TCL Industrial Technology Research Institute Co., Ltd.-150,000-(150,000)-
TCL Home Appliances (Hefei) Co., Ltd.100.00%300,000--300,000
Huizhou TCL Light Electrical Appliances Co., Ltd.100.00%40,03730,000-70,037
Huarui (Huizhou) Co., Ltd.-51,000-(51,000)-
Shenzhen TCL Real Estate Co., Ltd.-212,958-(212,958)-
Huizhou Taichuang Investment Development Co., Ltd.-50,000-(50,000)-
TCL CorporationTCL集团股份有限公司
Notes to Financial Statements财务报表附注
(For the period from 1 January 2018 to 31 December 2018)2018年1月1日至12月31日
(The amounts in tables are expressed in thousands of RMB)人民币千元
Guangzhou Xitian Technology Information Co., Ltd.-15,000-(15,000)-
Guangzhou Yunsheng Tianji Technology Co., Ltd.-150,000-(150,000)-
TCL Culture Media (Shenzhen) Co., Ltd.100.00%263,41490,000-353,414
TCL Finance Holdings Group (Guangzhou) Co., Ltd.100.00%285,000487,000-772,000
Guangzhou TCL Internet Microcredit Co., Ltd.100.00%200,000300,000-500,000
Shenzhen HAWK Internet Co., Ltd.100.00%350,000--350,000
HAWK Digital Entertainment Technology (Shenzhen) Co., Ltd.100.00%50,000--50,000
TCL Intelligent Industry (Huizhou) Co., Ltd.100.00%59,000--59,000
Huizhou Zhongkai TCL Zhirong Technology Microcredit Co., Ltd.79.84%135,624270,000-405,624
TCL CorporationTCL集团股份有限公司
Notes to Financial Statements财务报表附注
(For the period from 1 January 2018 to 31 December 2018)2018年1月1日至12月31日
(The amounts in tables are expressed in thousands of RMB)人民币千元
XINotes to Financial Statements of the Company as Parent (Continued)
4Long-Term Equity Investments (Continued)
(2)Subsidiaries (Continued)
Voting right percentage1 January 2018Increase in current periodDecrease in current period31 December 2018
Shenzhen HAWK Cloud Information Technology Co., Ltd.100.00%20,000--20,000
TCL Technology Park (Huizhou) Co., Ltd.100.00%285,324340,000-625,324
TCL Technology Park Co., Ltd.100.00%150,0002,413,631-2,563,631
Huizhou Sailuote Communication Co., Ltd.100.00%82,500--82,500
TCL Medical Radiological Technology (Beijing) Co., Ltd.100.00%58,497--58,497
Beijing Zhiqujia Technology Co., Ltd.100.00%----
Shenzhen TCL Strategic Equity Investment Fund Partnership (Limited Partnership)100.00%-20,000-20,000
Getech Ltd.100.00%-36,000-36,000
Equity incentives of subsidiaries--27,766-27,766
26,094,5547,186,636(1,023,451)32,257,739
For the registered capital of subsidiaries and the Company’s equity interests in the subsidiaries, see Note V.
TCL CorporationTCL集团股份有限公司
Notes to Financial Statements财务报表附注
(For the period from 1 January 2018 to 31 December 2018)2018年1月1日至12月31日
(The amounts in tables are expressed in thousands of RMB)人民币千元
XINotes to Financial Statements of the Company as Parent (Continued)
5Operating Revenue and Cost of Sales
20182017
Operating revenueCost of salesOperating revenueCost of sales
Core business1,255,7081,247,3451,190,8711,176,703
Non-core business800,242607,278420,638346,587
2,055,9501,854,6231,611,5091,523,290
6Return on Investment
20182017
Income from disposal of wealth management instruments412,800390,041
Dividends from subsidiaries5,384,0733,675,589
Share of profit of associates for current period935,168604,150
Share of profit of joint ventures for current period(3,447)(4,278)
Income from holding available-for-sale financial assets31,28221,147
Net income from disposal of long-term investments366,5179,862
7,126,3934,696,511
As at 31 December 2018, there were no significant restrictions on the collection of the investment income.
7Net Cash Generated from/Used in Operating Activities
Net cash used in operating activities in the cash flow statement of the Company as the parent was RMB 4,899,956,000.
8Cash and Cash Equivalents, End of the Period
Cash and cash equivalents, end of the period of the Company as the parent was RMB 1,328,679,000.
TCL CorporationTCL集团股份有限公司
Notes to Financial Statements财务报表附注
(For the period from 1 January 2018 to 31 December 2018)2018年1月1日至12月31日
(The amounts in tables are expressed in thousands of RMB)人民币千元
XINotes to Financial Statements of the Company as Parent (Continued)
9Contingent Liabilities
The following table presents the contingent liabilities with no provisions in the financial statements as at 31 December 2018:
31 December 201831 December 2017
Guarantees for commercial drafts and letters of guarantee of subsidiaries25,162,87513,870,451
Guarantees for bank loans of subsidiaries23,408,53511,580,724
Guarantees for bank loans and commercial drafts of joint ventures and associates1,112,147667,610
As at 31 December 2018, the Company estimated that the guarantees above were not likely to cause a material loss.
XIIComparative Data
Certain comparative data have been reclassified to comply with the presentation of the current period.
TCL CorporationTCL集团股份有限公司
Notes to Financial Statements财务报表附注
(For the period from 1 January 2018 to 31 December 2018)2018年1月1日至12月31日
(The amounts in tables are expressed in thousands of RMB)人民币千元
XIIINon-Recurring Gains and Losses
20182017
Gain or loss on disposal of non-current assets (inclusive of impairment allowance write-offs)(58,305)420,543
Government subsidies charged to current profit or loss (exclusive of government subsidies given in the Company’s ordinary course of business at fixed quotas or amounts as per the government’s uniform standards)
1,377,0651,159,442
Gain equal to the amount by which investment costs for the Company to obtain subsidiaries, associates and joint ventures are lower than the Company’s enjoyable fair value of identifiable net assets of investees when making investments-191,917
Gain or loss on fair-value changes in trading financial assets and liabilities & investment income from disposal of trading financial assets and liabilities and available-for-sale financial assets (exclusive of effective portion of hedges that arise in the Company’s ordinary course of business)
162,729(207,276)
Non-operating income and expense other than the above871,847504,575
Income tax effects(191,942)(310,502)
Non-controlling interests effects(280,578)(284,952)
Non-recurring gains and losses attributable to ordinary shareholders of the Company as parent1,880,8161,473,747
Non-recurring gains and losses are recognized according to the Explanatory Announcement No. 1 on Information Disclosure for Companies Offering Their Securities to the Public—Non-Recurring Gains and Losses (2008) (CSRC Document [2008] No. 43).
TCL CorporationTCL集团股份有限公司
Notes to Financial Statements财务报表附注
(For the period from 1 January 2018 to 31 December 2018)2018年1月1日至12月31日
(The amounts in tables are expressed in thousands of RMB)人民币千元
XIVWeighted Average Return on Equity (ROE) and Earnings per Share (EPS)
ItemNet profit for Reporting PeriodWeighted average ROEEPS (RMB yuan)
Basic EPSDiluted EPS
Net profit attributable to ordinary shareholders of the Company3,468,20711.98%0.25660.2562
Net profit attributable to ordinary shareholders of the Company before non-recurring gains and losses1,587,3915.48%0.11750.1173
ROE and EPS are calculated according to the Compilation Rules No. 9 for Information Disclosure of Companies Offering Securities to the Public——Calculation and Disclosure of Return on Equity and Earnings per Share (revised in 2010) issued by the China Securities Regulatory Commission.

TCL Corporation19 March 2019

The financial statements and the notes thereto from page 1 to page 177 are signed by:

Legal representative:Li DongshengPerson-in-charge of financial affairs:Du JuanPerson-in-charge of the financial department:Xi Wenbo

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