TCL集团：2018年年度报告（英文版）.PDF

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1、TCL Corporation Annual Report 2018 1 TCL CORPORATION TCL 集团股份有限公司集团股份有限公司 ANNUAL REPORT 2018 19 March 2019Reform and Transform to Increase Competitiveness and Shareholder Value 2 Table of Contents Part I Important Notes, Table of Contents and Definitions . 8 Part II Corporate Information and Key Fin

2、ancial 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 .

3、 138 Part X Independent Auditors Report and Financial Statements . 145 Reform and Transform to Increase Competitiveness and Shareholder Value 3 Chairmans Statement Dear shareholders, partners and employees, In 2018, the greater downward pressure on the global and Chinas economy, as well as the slowi

4、ng-down or even negative market growth posed a tough challenge to the Groups business operations. In face of such a complicated and harsh operating environment, TCL followed the set strategic reform and transformation direction, continued to refine its business structure, and made great efforts to p

5、romote development in all its businesses. As a result, its operating performance continued to improve. For 2018, the Group recorded operating revenue of RMB113.36 billion, flat with last year; and a net profit of RMB4.07 billion, of which the net profit attributable to TCL shareholders amounted to R

6、MB3.47 billion, up by 30.2% over the figure of 2017 (2017-over-2016 growth: 66.3%). Therefore, all the operating objectives set for 2018 have been accomplished. The operating performance of the past two years has enhanced our determination to move on with the reform and transformation. The Group pro

7、moted a strategic concentration, increased operational efficiency and continued to strengthen competitiveness. In 2018, following the reform and transformation strategy, we further concentrated on our core business, clarified development strategies for all the major businesses, optimized the organiz

8、ational structure and flow, increased operational efficiency and enhanced technological innovation. In the year, the Group divested another 39 non-core subsidiaries. Its business structure has been adjusted to comprise four business groups, i.e. the semi-conductor display and material business, the

9、intelligent terminal business, the industrial finance & investment and venture capital business, as well as the emerging business group, with the first two being the core. Thanks to better efficiency and competitiveness as a result of reform and restructuring, the Groups overall operating performanc

10、e continued to improve. Affected by the cyclical downturn of the global industry, the semi-conductor display business has witnessed, starting from the second quarter of the year, a considerable drop in product prices, a year-on-year decline in sales revenue and a significantly narrowed gross profit

11、margin. CSOT maintained full production and sales through various reform and transformation initiatives. The LTPS 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 4 plant in Shenzhen (t

12、he t6 project) started production in late 2018. The sales volumes of all the products registered ongoing growth in the year. Amid a weak industry, CSOT was able to maintain good profitability by means of promoting cost efficiency, strengthening coordination and improving technological capability. CS

13、OT not only represented the biggest profit contributor to the Group, but also 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

14、) to a profit of nearly RMB0.3 billion in 2018. To be specific, the color TV business showed a strong growth with a full-year sales volume (ODM inclusive) of 28.96 million units, ranking second around the world; the home appliance and smart speaker business registered steady development; and the mob

15、ile communication terminal business recorded a much smaller deficit. But this is still a low-profit-margin business, with fast product and technology transitions. Except for a competitive scale for the smart TV business, all the other businesses are of a small scale with insufficient profitability a

16、nd driving force. Whats more, the intelligent terminal business and the semi-conductor display business vary greatly in organizational flow and management logic. Therefore, in order to concentrate resources for a bigger and stronger semi-conductor display business, the Group has decided to divest th

17、e intelligent terminal business. The newly incorporated TCL Holdings will acquire this business, together with its assets, liabilities and employees. We believe that this restructuring will also enable the intelligent terminal business to concentrate on its core operations, optimize its organization

18、al structure and business flow, as well as increase its efficiency, economic benefits and competitiveness. Having been approved at a general meeting, this major asset restructuring is expected to be completed soon, including the delivery of assets. After the restructuring, the Group will rely on the

19、 semi-conductor display and material business as its core, and sustain the industrial finance & investment and venture capital business in addition to other businesses. The Groups major operating indicators improved significantly through the strategic restructuring. According to the 2018 figures for

20、 reference, after the restructuring, the Groups net profit margin will rise from 3.59% to 7.35%; debt/asset ratio will drop from 68.4% to 64.1% with a cash amount of RMB4.76 billion received; and number of employees will decrease from 90,000 to Reform and Transform to Increase Competitiveness and Sh

21、areholder Value 5 30,000. Furthermore, the organizational and capital structure, as well as the financial position have been further improved. Despite a considerable drop in consolidated sales revenue caused by the restructuring, it is believed that the Groups sales revenue, operating profit and cas

22、h flow will continue to increase in the coming years as CSOT implements a production ramp-up and the other businesses expand. In addition, this restructuring has boosted the Groups financings, which means that equity financing is no longer needed for the subsequent construction and expansion of CSOT

23、s t4 and t6 projects, as well as the construction of its t7 project. This major asset restructuring is a big change to the Groups operating philosophy and organizational flow. The Group has shifted from diversified operations to dedicated operations, which are considered a more efficient and competi

24、tive model with a high return for shareholders in view of the history of business models around the world. Looking forward into 2019, there are still many challenges and uncertainties ahead for the global and Chinas economy, but the fittest will survive amid the fiercer competition in the industry.

25、What comes together with challenges is opportunities. The Chinese government continues to provide great support for the real economy with multiple such initiatives launched this year, which will help greatly boost the profit of the domestic manufacturing sector. Meanwhile, the reshuffle of the globa

26、l economic landscape will also create new opportunities for Chinese enterprises with competitive global operations. China has become the center of the global semi-conductor display industry, with the largest scale, as well as fast growing technological capability and related industries. Despite a re

27、cently slight oversupply on the market, the core application expansion of new technologies will boost global demand and gradually change the supply-demand condition, which means a larger space for business development. We have absolute faith in the semi-conductor industry, a key basic high-tech indu

28、stry with great potentials that calls for outstanding strength in technology, capital and management. We are confident that we will be able to achieve ongoing growth amid the competition in the global industry. After this restructuring, the Group will become a high-tech conglomerate with a greater a

29、bility of sustainable development. CSOT will deepen its reform and transformation through optimizing the organizational flow, increasing operational efficiency, enhancing technological capability and fully strengthening competitiveness. Additionally, it will make efforts to develop new Reform and Tr

30、ansform to Increase Competitiveness and Shareholder Value 6 display technologies and materials, promote upstream and downstream business expansion, as well as carry out M&As when opportunities arise for better competitiveness. We are at the forefront of the global new semi-conductor display industry

31、. Guangdong Juhua, a TCL subsidiary, has been given the green light to establish the “National Printed and Flexible Display Innovation Center”. In the field of new display materials, China Ray has undertaken the national “Printed OLED Key Material Commercialization Demonstration Programme”, with the

32、 materials developed being of a world-leading performance. Meanwhile, the research achievements in relation to QLED materials have been published on Nature Communications, a top international science magazine, with the number of QLED patents ranking No. 2 around the world. By the end of 2018, the Gr

33、oup has accumulatively applied for 9,990 patents through PCT, one of the highest numbers among Chinese companies. We are determined to establish leading competitive edges in the global semi-conductor display and material industry. CSOT is believed to register a considerable rise in sales revenue and

34、 a double-digit growth in profit for 2019, driven by its great operating efficiency, global presence, synergy with other businesses and the production ramp-up of the t6 project. The industrial finance & investment and venture capital business will concentrate on providing asset management and financ

35、ial services for the development of the core business, as well as on generating steady and increasing profit. It will also actively expand the supply chain finance business for higher capital gains. The venture capital business will explore opportunities for business and technological synergy, as we

36、ll as entering into new businesses. The investment business will generate stable earnings for the Group. The profit contributions from this business group can help offset the impact of cyclical performance swings on the semi-conductor display sector. As for the emerging business group, the Group wil

37、l further refine the business structure by continuing to divest non-core businesses according to the principle of maximum value for shareholders. The Group will also enter into other key basic high-tech industries when the timing is ripe by means of M&A, etc., so as to foster new driving force. In a

38、ddition to corporate development, we also pay attention to the protection of shareholder interests, enhancing shareholder value through various effective measures. The Group will maintain Reform and Transform to Increase Competitiveness and Shareholder Value 7 a proactive and sound business model, a

39、nd keep operating risks under control while developing, so as to maintain ongoing, steady growth. We stick to a policy of stable and increasing dividend to deliver return to our shareholders, attract value investors, and achieve common long-term development with our shareholders. On behalf of the Bo

40、ard of Directors of TCL, Id like to take this opportunity to express my gratitude for the trust of all our shareholders, for the support from all our partners and users, as well as for the hard work of TCLs management team and staff! Li Dongsheng 19 March 2019 TCL Corporation Annual Report 2018 8 Pa

41、rt 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 completen

42、ess of the contents of this Report and its summary, and shall be jointly and severally liable for any misrepresentations, misleading statements or material omissions therein. All the Companys directors have attended the Board meeting for the review of this Report and its summary. The Board has appro

43、ved a final dividend plan for the ordinary shareholders as follows: 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 Companys special securities account

44、 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. The retained earnings of RMB7,628,922,531 will carry forward for future distribution. Meanwhile, there will be no

45、 bonus issue from either profit or capital reserves for the year under review. Mr. Li Dongsheng, the Chairman of the Board, Ms. Du Juan, the person-in-charge of financial affairs (Chief Financial Officer), and Mr. Xi Wenbo, the person-in-charge of the financial department, hereby guarantee that the

46、financial statements carried in this Report are factual, accurate and complete. This Report and its summary have been prepared in both Chinese and English. Should there be any discrepancies or misunderstandings between the two versions, the Chinese versions shall prevail. TCL Corporation Annual Repo

47、rt 2018 9 Definitions Term Definition 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 Holdings

48、TCL 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 Electronics TCL Electronics Hol

49、dings Limited, a majority-owned subsidiary of the Company listed on the Stock Exchange of Hong Kong (stock code: 01070.HK) TCL Communication TCL Communication Technology Holdings Limited CSOT Shenzhen China Star Optoelectronics Technology Co., Ltd. Wuhan CSOT Wuhan China Star Optoelectronics Technol

50、ogy Co., Ltd. TCL Household Electric Appliance Group Huizhou TCL Household Electric Appliance Group Co., Ltd. Tonly Electronics Tonly Electronics Holdings Limited, a majority-owned subsidiary of the Company listed on the Stock Exchange of Hong Kong (stock code: 01249.HK) CDOT China Display Optoelect