Stock Code: 601689 Abbr.: Tuopu Group
Ningbo Tuopu Group Co., Ltd.
Annual Report 2022
April 2023
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
Important Notes
I. The Board of Directors, Board of Supervisors, Directors, Supervisors and Senior Managementof Ningbo Tuopu Group Co., Ltd. hereby guarantee that the information presented in this reportshall be true, accurate and complete and free of any false records, misleading statements ormaterial omissions, and they will bear joint and several liability for such information.
II. All directors attended the meeting of the Board of Directors.
III. BDO China Shu Lun Pan Certified Public Accountants LLP (Special General Partnership)issued a standard and unqualified audit report for the Company.
IV. Wu Jianshu, a person in charge of the Company, Hong Tieyang, an officer in charge ofaccounting work and accounting institution (Accounting Officer) hereby declare and warrant thatthe financial statements in the annual report are authentic, accurate, and complete.
V. Profit Distribution Plan or Capital Reserve Converted to Additional Shares Plan Approved bythe Board during the Reporting PeriodAs audited by BDO China Shu Lun Pan Certified Public Accountants LLP (Special GeneralPartnership), Ningbo Tuopu Group Co., Ltd. (“The Parent Company”) realized a net profit at RMB876,754,393.61 in 2022, after a statutory surplus reserve at RMB 87,675,439.36 is withdrawn at 10% ofthe realized net profit, the profit available for distribution in the year is RMB 789,078,954.25; with theundistributed profit at the beginning of the year at RMB 3,329,948,268.95 added, and the cash dividendsat RMB 306,368,947.02 distributed in 2021 deducted, the cumulative profit available for distribution atthe end of 2022 is RMB 3,812,658,276.18.According to the resolution passed at the 29th meeting of the fourth Board of Directors of theCompany, the profit distribution plan laid down for 2022 would be: with the number of shares registeredon the equity registration date for the implementation of equity distribution as the base number, RMB
4.63 (tax included) per 10 shares will be distributed to all shareholders as cash dividends.As at 31 December 2022, the total number of shares of the company is 1,102,046,572 shares. Basedon this calculation, the cash dividends proposed for distribution is RMB 510,247,562.84 (tax included),and the remaining undistributed profits will be rolled over to the next year. The Company will notconvert any public reserve funds into additional share capital or issue any bonus shares this year.If there is a change in the said total shares in the period from the date of the announcement of profitdistribution plan to the record date for distribution, the Company intends to maintain theabove-mentioned cash dividend of RMB 4.63 (with tax included) per 10 shares, and adjust the total cashdividend as appropriate.
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
The above profit distribution plan is prospectively submitted to the general meeting of theCompany for consideration.
VI. Risk statement of forward-looking statements
√Applicable □Non-applicable
The forward-looking description of the future development strategy, business plan, performanceforecast and other aspects in relation to the Company as contained herein will not constitute a substantialcommitment to investors. All investors of the Company are advised to be cautious about the investmentrisks.
VII. Whether there is any non-operating capital occupation by the controlling shareholder and itsaffiliatesNo
VIII. Whether there is any external guarantee provided in violation of the prescribed decisionproceduresNo
IX. Whether there are more than half of the directors who cannot guarantee the annual reportdisclosed by the Company as to its authenticity, accuracy and completenessNoX. Significant risk statement
The Company has described the significant risks that may adversely affect the future developmentof the Company and the realization of its business objectives herein.Refer to “Section 3 Discussion andAnalysis of Operation Conditions”
XI.Others
√Applicable □Non-applicable
(1) On 29 April 2022, the Company received the "Official Reply on Approving the Public Issuanceof Convertible Corporate Bonds by Ningbo Tuopu Group Co., Ltd." (Zheng Jian Ke Ke [2022] No. 830)issued by the China Securities Regulatory Commission. The company is approved to publicly issueconvertible corporate bonds at a face value of RMB 2.5 billion, with a maturity term of 6 years. Suchofficial reply shall be valid within 12 months from the date of approval for issuance.
On 14 July 2022, the Company publicly issued 25 million convertible corporate bonds, each with aface value of RMB 100, and the total issuance amount was RMB 2.50 billion. BDO China Shu Lun PanCertified Public Accountants (Special General Partnership) verified the capital in respect of this issuanceand issued the " Capital Verification Report of Ningbo Tuopu Group Co., Ltd. " (Xin Kuai Shi Bao Zi[2022] No. ZF10923). After verification, as at 20 July 2022, the total amount of funds raised by theCompany for the purpose of this issuance is RMB 2,500,000,000. Net of the tax-excluded issuanceexpenses of RMB 11,027,358.47, the actual net amount of funds raised is RMB 2,488,972,641.53.
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
Subject to the consent approved by the Self-regulatory Decision [2022] No.218 Circular issuedfrom the Shanghai Stock Exchange, RMB 2.5 billion convertible corporate bonds will be available fortrading on the Shanghai Stock Exchange from 12 August 2022. The short name of the bond is "TuopuConvertible Bond" and the bond code is " 113061".
(2) On 9 December 2022, the Company held the XVII session of the second meeting of 4thBoard of Directors, considered and approved relevant proposals on the 2022 non-public offering. On 28December 2022, the Company held the third extraordinary general meeting of 2022, considered andapproved relevant proposals.
On 3 February 2023, its application for non-public offering of shares was accepted by the ChinaSecurities Regulatory Commission.
On 22 February 2023, the Company held the 28th session of the fourth board of directors. Takinginto account the approval status of listed companies issuing stocks to specific targets under theregistration system and the actual situation of the company, subject to the provisions of applicable lawsand regulations, the content of the issuance plan for the issuance of stocks to specific targets wasamended as appropriate, and the relevant proposal on adjusting the 2022 stock issuance plan to specificobjects was approved. On 13 March 2023, the Company held the first extraordinary general meeting ofshareholders in 2023, and considered and approved the said proposal.
On 13 March 2023, the Company received the "Letter of Review and Inquiry on Ningbo Tuopu’sIssuing Stocks to Specific Objects" issued by the Shanghai Stock Exchange (Shanghai SecuritiesShangshen (Refinancing) [2023] No. 96) . The reviewing body of the Shanghai Stock Exchangereviewed its application file for issuing stocks to specific targets, and documented the review inquiries.
As at the disclosure date of this report, the Company has not yet received the approval documentfrom the Shanghai Stock Exchange. This event is still in process and the Company is expected toperform its information disclosure obligations in due course where applicable.
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
Contents
Section 1 Definitions ...... 6
Section 2 Company Profile and Key Financial Indicators ...... 6
Section 3 Discussion and Analysis of Operation Conditions ...... 11
Section 4 Corporate Governance ...... 40
Section 5 Environmental and Social Responsibility ...... 59
Section 6 Significant Events ...... 65
Section 7 Changes in Shares and Shareholders ...... 88
Section 8 Information about Preference Shares ...... 95Section 9 Information of Corporate Bonds ................................................................ 错误!未定义书签。7Section 10 Financial Report ...... 97
| Directory of Documents Available for Reference | Financial statements affixed with the signatures and seals of the legal representative of the Company, the officer in charge of accounting work and accounting institution |
| Original audit report affixed with the seal of the accounting firm and the signature and seal of CPAs | |
| All original company documents and announcements disclosed on the website designated by CSRC during the reporting period |
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
Section 1 DefinitionsI. DefinitionsIn this report, unless the context requires otherwise, the following words and terms shall be construed as:
| Common terms and definitions | ||
| The Company, issuer, Tuopu | Refers to | Ningbo Tuopu Group Co., Ltd. |
| MECCA HK | Refers to | MECCA INTERNATIONAL HOLDING （HK） LIMITED, the controlling shareholder of the Company |
| Reporting Period | Refers to | From January 1, 2021 to December 31, 2021 |
| Board of Directors, Board of Supervisors, General Meeting of Shareholders | Refers to | Board of Directors, Board of Supervisors, General Meeting of Shareholders of Ningbo Tuopu Group Co., Ltd. |
| 1.00 Yuan, 10,000 Yuan, 100 million Yuan | Refers to | ?1.00, ?10,000.00, ?100,000,000.00 |
| Convertible bonds | Refers to | Convertible corporate bonds |
| CSRC | Refers to | China Securities Regulatory Commission |
| SSE | Refers to | Shanghai Stock Exchange |
Section 2 Company Profile and Key Financial Indicators
I. Company Information
| Company Name in Chinese | 宁波拓普集团股份有限公司 |
| Company Abbreviation in Chinese | 拓普集团 |
| Company Name in English | Ningbo Tuopu Group Co.,Ltd. |
| Company Abbreviation in English | Tuopu Group |
| Legal Representative of the Company | Wu Jianshu |
II. Contact Person and Contact Information
| Security of the Board | Representative of Securities Affairs | |
| Name | Wang Mingzhen | Gong Yuchao |
| Contact Address | 268 Yuwangshan Rd, Beilun District, Ningbo, Zhejiang | 268 Yuwangshan Rd, Beilun District, Ningbo, Zhejiang |
| Tel. | 0574-86800850 | 0574-86800850 |
| Fax | 0574-86800877 | 0574-86800877 |
| wmz@tuopu.com | gyc@tuopu.com |
III. General Information Summary
| Registered Address of the Company | 268 Yuwangshan Rd, Daqi Street, Beilun District, Ningbo, Zhejiang |
| Change History of Registered Address of the Company | On June 16, 2020, changed from "No. 215 Huangshan West Road, Beilun District, Ningbo, Zhejiang " to "268 Yuwangshan Rd, Daqi Street, Beilun District, Ningbo, Zhejiang " |
| Office Address of the Company | 268 Yuwangshan Rd, Daqi Street, Beilun District, Ningbo, Zhejiang |
| Postal Code of Office Address | 315806 |
| Website | www.tuopu.com |
| tuopu@tuopu.com |
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
IV. Information Disclosure and Location
| Media Name and Website where The Company Discloses its Annual Report | Securities Times |
| Stock Exchange Website where The Company Discloses its Annual Report | SSE website (www.sse.com.cn) |
| Location for Annual Report of the Company | Office of Board Secretary |
V. Overview of Stock Information
| Overview of Stock Information | ||||
| Stock Type | Stock Exchange | Stock Abbreviation | Stock Code | Stock Abbreviation Before Change |
| A-share | Shanghai Stock Exchange | Tuopu Group | 601689 | - |
VI. Other Related Information
| Accounting firm appointed by the Company (domestic) | Name | BDO China Shu Lun Pan Certified Public Accountants LLP (Special General Partnership) |
| Office Address | 5/F, 61 East Nanjing Rd, Shanghai | |
| Name of Undersigned Accountants | Yu Weiying, Tang Wei | |
| The sponsor institution hired by the company to perform the continuous supervision in the reporting period | Name | China Merchants Securities Co. Ltd |
| Office Address | 111 Fuhua First Rd, Futian Street, Futian District, Shenzhen, Guangdong | |
| Name of undersigned sponsor’s representatives | Xiao Yan, Tan Guotai | |
| Period of continuous supervision | 201From July 26, 2016 to the date of using up the raised funds |
VII. Key Accounting Data and Financial Indicators over the Past Three Years
(1) Key Accounting Data
Unit：Yuan Currency：RMB
| Key Accounting Data | 2022 | 2021 | Increase/decrease compared with previous year | 2020 |
| Operating income | 15,992,821,677.50 | 11,462,693,679.86 | 39.52 | 6,511,094,914.05 |
| Net profit attributable to shareholders of the listed Company | 1,700,131,795.33 | 1,017,253,691.77 | 67.13 | 628,200,888.31 |
| Net profit attributable to shareholders of the listed company after deducting non-recurrin | 1,655,550,134.87 | 970,594,278.55 | 70.57 | 574,682,817.67 |
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
| g gains and losses | ||||
| Net cash flow generated by operational activities | 2,284,020,088.40 | 1,186,819,193.35 | 92.45 | 1,123,685,580.01 |
| End of 2022 | End of 2021 | Increase/Decrease at the end of the current year compared with the end of the previous year (%) | End of 2020 | |
| Net assets attributable to shareholders of the listed company | 12,129,379,340.29 | 10,588,767,194.07 | 14.55 | 7,786,994,893.67 |
| Total assets | 27,510,130,823.47 | 18,682,692,767.26 | 47.25 | 12,115,228,519.89 |
(2) Key Financial Indicators
| Key Financial Indicators | 2022 | 2021 | Increase/Decrease at the end of the current year compared with the end of the previous year (%) | 2020 |
| Basic Earnings per Share (RMB/Share) | 1.54 | 0.93 | 65.59 | 0.60 |
| Diluted Earnings per Share (RMB/Share) | 1.54 | 0.93 | 65.59 | 0.60 |
| Basic Earnings per Share after deducting non-recurring gains and losses (RMB/Share) | 1.50 | 0.88 | 70.45 | 0.54 |
| Weighted Average ROE | 15.02 | 10.35 | Increased by 4.67% | 8.29 |
| Weighted Average ROE after deducting non-recurring gains and losses (%) | 14.65 | 9.87 | Increased by 4.78% | 7.58 |
Notes to the key accounting data and financial indicators over the previous three years at the end of thereporting period
□Applicable √Non-applicable
Ⅷ. Differences in Accounting Data under Chinese and International Accounting Standards
(1) Differences in net profit and net assets attributable to shareholders of listed company in thefinancial reports disclosed under international accounting standards and Chinese accountingstandards
□Applicable √Non-applicable
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
(2) Differences in net profit and net assets attributable to shareholders of listed company in thefinancial report disclosed under international accounting standards and Chinese accountingstandards
□Applicable √Non-applicable
(3) Notes to differences between international and Chinese accounting standards:
□Applicable √Non-applicable
Ⅸ. Key financial data of 2022 by quarter
Unit：Yuan Currency：RMB
| Q1 (From January to March) | Q2 (From April to June) | Q3 (From July to September) | Q4 (From October to December) | |
| Operating income | 3,745,011,017.28 | 3,048,978,751.52 | 4,309,470,908.69 | 4,889,361,000.01 |
| Net profit attributable to shareholders of the listed company | 385,889,397.89 | 321,917,312.87 | 500,862,645.78 | 491,462,438.79 |
| Net profit attributable to shareholders of the listed company after deducting non-recurring gains and losses | 376,726,443.39 | 308,145,991.91 | 489,075,749.44 | 481,601,950.13 |
| Net cash flow generated by operating activities | 387,085,581.99 | 732,028,863.36 | 150,028,846.91 | 1,014,876,796.14 |
Notes to differences between quarterly data and disclosed periodic report data
□Applicable √Non-applicable
X. Non-recurring Gains and Losses Items and Amounts
√Applicable □Non-applicable
Unit: Yuan Currency: RMB
| Non-recurring Gains and Losses Items | Amount in 2022 | Note (if applicable) | Amount in 2021 | Amount in 2020 |
| Gains and losses from disposal of non-current assets | -8,160,326.70 | -1,620,899.20 | 8,703,377.39 | |
| Approval beyond authority, or without formal approval document, or incidental tax rebates, deducts and exempts | ||||
| Government subsidies included in the current profit and loss, but closely associated with the regular business operations of the Company, except for government subsidies that are consistent with national policies and continuously granted at a fixed quota or amount under certain national standard | 62,111,199.70 | X, VII, 84 | 35,898,407.13 | 34,350,267.41 |
| Payment for the use of funds charged from non-financial enterprises that is |
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
| included in current profit and loss | ||||
| Income generated from the investment cost of the Company in acquiring subsidiaries, associates and joint ventures that is less than the fair value of the identifiable net assets held by the invested entity at the acquisition of investment | ||||
| Gains and losses from exchange of non-monetary assets | ||||
| Gains and losses from the engagement of others in investment or management | 17,563,635.87 | |||
| Provisions for impairment of various assets due to force majeure factors including natural disasters | ||||
| Gains and losses from restructuring of debts | ||||
| Expenses incurred in enterprise restructuring, including those incurred in staff placement and integration | ||||
| Gains and losses from the part of transactions whose prices are clearly unfair in excess of the fair value | ||||
| Net profits and losses for the current period from the beginning of the period to the date of the merger arising from a business combination under the same control | ||||
| Profits and losses generated from contingent events that are unrelated to the regular business operations of the Company | ||||
| Profits and losses resulting from the changes in fair value for holding trading financial assets, derivative financial assets and trading financial liabilities, derivative financial liabilities and investment income from disposal of trading financial assets, derivative financial assets, trading financial liabilities, derivative financial liabilities and other obligatory right investments, except for valid hedging businesses associated with the regular business operations of the Company | 10,324,869.65 | 252,506.50 | 18,164,183.51 | |
| Reversal of the receivables and contract assets depreciation reserves for separate impairment test | ||||
| Gains and losses from external entrusted loans | ||||
| Profits and losses generated from a change in the fair value of investment real estates that are subsequently |
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
| measured by the fair value model | ||||
| Impact of one-off adjustment to the current profit and loss under the requirements of taxation, accounting and other laws and regulations on the current profit and loss | ||||
| Custody fee income from entrusted operations | ||||
| Non-operating income and expenses other than the above | -9,377,752.06 | 3,575,775.34 | 2,813,550.60 | |
| Other gains and losses items that fit the definition of non-recurring gains and losses | ||||
| Less：Impact of income tax | 10,896,170.83 | 8,942,931.42 | 10,201,281.57 | |
| Amount of influence of minority shareholders' equity (after tax) | -579,840.70 | 67,081.00 | 312,026.70 | |
| Total | 44,581,660.46 | 46,659,413.22 | 53,518,070.64 |
For the non-recurring profit and loss items defined by the company in accordance with the "InterpretiveAnnouncement No. 1 on Information Disclosure of Companies Offering Securities to the Public -Non-recurring Gains and Losses", and the non-recurring gains and losses as enumerated in the"Interpretive Announcement No. 1 on Information Disclosure of Companies Offering Securities to thePublic - Non-recurring Gains and Losses" are defined as recurring profit and loss items with the reasonsstated.
□Applicable√Non-applicable
XI. Items Measured by Fair Value
√Applicable □Non-applicable
Unit：Yuan Currency：RMB
| Item | Opening Balance | Ending Balance | Changes in Current Period | Impact on Current Profit |
| Equity instrument investments | 1,507,846.86 | 954,888.48 | -552,958.38 | -552,958.38 |
| Short-term financial products | 320,000,000.00 | - | -320,000,000.00 | |
| Receivables Financing | 972,493,168.64 | 1,157,514,623.70 | 185,021,455.06 | |
| Total | 1,294,001,015.50 | 1,158,469,512.18 | -135,531,503.32 | -552,958.38 |
XII. Other
□Applicable√Non-applicable
Section 3 Discussion and Analysis of Operation Conditions
Ⅰ. Discussion and Analysis of Operating Conditions
In this year, the automobile industry was vulnerable to unfavorable factors such as economicfluctuations, short supply of chips, and volatility of raw materials. During the reporting period, as drivenby the positive factors including broad product line, system R&D capabilities and innovation-intensivebusiness pattern, the sales income and profit of the Company maintained rapid growth, and its businessmanagement activities were also boosted. More details are described below:
(1) Marketing and sales.
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
The Tier0.5 cooperation mode rolled out by the Company and its strategic customers has made anexemplary success. Under this mode, the number and amount of components per vehicle are higher, andthe Company is able to provide better QSTP products and services to customers, create value forcustomers.Adhering to the cooperation concept of “quick response and all-out cooperation”, theCompany has been highly rated by strategic customers, and there is an ample potential of businessgrowth.Tuopu Poland has been put into operation, and the construction of Tuopu Mexico’s Phase I220-mu factory is paced up to fulfill the order request of strategic customers and deepen strategicpartnerships.The Tier0.5 cooperation has been continuously promoted. In the domestic market, the company'scooperation with Huawei, Jinkang, BYD, Geely NEV, Lixiang, NIO, Xiaopeng and other NEVcompanies has advanced at a fast rate, and the amount of components per vehicle is increasing. In theinternational market, the Company has engaged in full-on cooperation with some US innovative carmakers such as s RIVIAN and LUCID, technology-intensive companies, and traditional car makers suchas FORD, GM, and FCA.The advancement of the product platform strategy and the improvement of the market acceptanceof the new marketing pattern have led to a rapid growth of new orders placed to the Company this year,which in turn boosts the sustainable fast development in future.
The company-specific IBS project, EPS project, air suspension project, thermal managementproject, and cabin comfort project have been designated as stable supplies to FAW, Geely, Huawei,Jinkang, Lixiang, BYD, Xiaomi, Hycan, and HiPhi, which in turn paves the way for long-termdevelopment.
(2) R&D and innovation.
During the reporting period, the Company pooled R&D investments, allocated extra resources, heldthe leading edge in R&D, and expanded product lines. Owing to continuous efforts in R&D andinnovation, the Company currently owns eight product series: automobile NVH Vibration Controlsystem, interior and exterior trim system, lightweight body, cabin comfort components, thermalmanagement system, chassis system, air suspension system, intelligent driving system, the amount ofcomponents per vehicle is approximnately RMB 30,000, which paves the way for attaining the goal ofbuilding a one-hundred-billion-level enterprise.
In addition to the automotive sector, the company is deploying resources to the robot industry. It isestimated that the global workforce is about 3.45 billion. Provided that the humanoid robots is RMB250,000 per set, support if 11.6% of the workers are replaced by robots, the global market for humanoidrobots c is up to the level of RMB 100 trillion. Motion actuator is considered as one of the criticalcomponents of robot. A humanoid robot is required to various actions of humans, so many motionactuators are needed. The motion actuators fabricated by the Company consist of motors, electric controland reducing mechanisms. The samples are also accepted by customers, suggesting an ample potential ofsubsequent development.
Owing to the corporate culture upholding R&D and innovation, the world's leading R&D andtesting apparatuses purchased at high prices, elite R&D team, well-established R&D system, and themanagement practice that stresses safe play instead of rushing for success, the product R&D capabilitiesfurther enhance. From product R&D to system R&D and fundamental research, from mechanicalcapabilities to electrical control capabilities and software capabilities, the Company has honedimpressive R&D capabilities, obtained many patents and intellectual property rights, and demonsratedthe power to broaden product lines, which in turn paves the way for “technology-intensive group”.
(3) Capacity landscaping.
In consideration of new orders placed, and the projects over the penetration rate of NEV, theCompany paces up its capacity landscaping. Efforts are made to accelerate the construction of HangzhouBay Phase 4, 5, 6 and 7 and of Chongqing Factory, with covered areas of about 1,400 mu. In addition,the planning and implementation of Tuopu Mexico, Chouxian County (Anhui) Base is also accelerated.
In the short run, the investment and construction of these factories are expected to impose a certaincost pressure. In the times of NEV rapid development, even though car makers have some capacityavailable, the supply chain of parts has not yet kept up with the pace. In this concern, the capacity boosthas been weighed and decided as appropriate with impressive forward-looking character.
(4) Cost control.
During the reporting period, raw materials fluctuated drastically and labor costs increasedsignificantly. The Company scaled up purchasing, ran technological innovation, and performed strictbudget control in order to have cost under control.
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
With new factories built every year, the overhead and manufacturing expenses are higher in theprocess of production ramp-up and trial production, the average cost of a facory is around tens ofmillions of yuan. As a new factory reaches the initial production capacity and comes at the break-evenpoint, it would make a greater contribution to the group’s profit. Many research projects in process and alarge number of technical talents led to rapid increase of R&D expenses. The demand for capacity boostresulted in a sharp increase of capital expenditures and higher ratios of depreciation and amortization. Infuture, the volume production and sales growth are expected to spread R&D cost, capital expendituresand miscellaneous cost, and there is more room for gross margin.
(5) Manufacturing upgrade.
The Company proceeds digital factory, implements MES management system, enables effectivemanagement in respect of quality control, product traceability, lean production, equipment management,and promotes the interconnectivity between the company-wide data and customer data, in order to buildan smart factory accredited with Industry 4.0.
News factories leverage virtual simulation DFM to conduct full-scale simulations on quality,traceability, automation, visual inspection, energy utilization, carbon emissions to ensure the highestlevel of product quality and cost, and reduce the durati of volume production to the extent possible.
(6) Photovoltaic power generation
The company fulfills its corporate responsibilities in ESG, boosts green and low-carbon production,fulfills corporate social responsibilities of energy saving, low-carbon environmental protection, andcontributes to "carbon peaking and carbon neutrality". In 2022, the installed photovoltaic capacity is
33.8 MW, the annual power generation will reach 34.55 million kWh, and the carbon dioxide emissionswill be reduced by 34,453 tons a year. In future, efforts will be intensified to broaden the scope ofdistributed photovoltaic power plants, and a package of initiatives will be taken to scale down carbonemissions and attain the goal of zero-carbon factory step by step.
(7) Refinancing
The company wrapped up the issuance of convertible bonds this year, raised RMB 2.5 billion andinitiated refinancing of RMB 4 billion. In turn, it further enhances the financial strength, seizes theopportunity for developing NEV, and accelerate the development of various projects. With the drasticgrowth of sales and profits, its own cash flow will cover, even outrun capital expenditures, andsubsequent external financing will reduce.
II. Industry landscaping during the reporting period
It has been reported that about 64.88 million units of passenger cars were sold globally in 2022,down by 0.2% over the previous year; in which, about 23.55 million units were sold in China, up by 9.7%over the previous year. New energy passenger vehicles maintain a rapid growth trend, about 10.3 millionunits were sold globally, up by 63.5% over the previous year, which accounts for 15.9% of the globalsales; in which, about 6.54 million units were sold in China, up by 96.7% over the previous year, whichaccounts for 27.8% of the domestic sales. The penetration rate of NEVs remains in the times of rapidgrowth.
III. Business operations engaged by the Company during the reporting period
1. Main operations
The Company specializes in the research and development, production and sales ofauto parts. The main products include Automobile Vibration Control System, Interior &Exterior System, Body Lightweight Products, Cabin Comfort System, ThermalManagement System, Chassis System, Air Suspension, Intelligent Braking System. Themajor customers it serves include international and domestic smart electric car makers andtraditional OEM car makers at home and abroad. In line with the business philosophy ofcreating value for customers, the Company adheres to R&D and innovation, boosts globallandscaping, enhances overall competitiveness, and strives to be a more trusted partner forcar makers.
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
2. Business process and operation pattern
IV. Analysis of core competitiveness during the reporting period
√Applicable □Non-applicable
The NEVs track in which the Company is currently engaged heralds the market capacity attrillion-level, its enormous potential of market development, long business life cycle,technology-intensive, capital-intensive, and the call for reshaping the existing competitive landscape,pinpoint a historical opportunity for the Company to achieve spinning development.In the course of 40years after founding, the Company has been consistently enhancing overall competitiveness, raised thecompetition threshold and shaped a moat.
1. Strength of product platform.
Keeping up with the trend of industry development, the Company makes a prospective distributionof NEVs track, expands its product lines, and forms a platform-based corporation. Now it owns 8product lines: Automobile Vibration Control System, Interior & Exterior System, Body LightweightProducts, Cabin Comfort System, Thermal Management System, Chassis System, Air SuspensionSystem, Intelligent Braking System. The unit price of components per vehicle is about 30,000 and thereis some room to expand the product line.
The Company has a wide range of product lines which can provide customers with one-stop,system-grade and modularized products and services, and some products are scarce and hardlybenchmarked in the global market of automobile parts. In the era of industrial transformation andbusiness model innovation, labor collaboration with customers can in turn enhance customer satisfactionand pave the way for getting bigger and stronger.
The Company has a wide array of product lines such as suspension system, brake-by-wire andsteering-by-wire, impressive chassis tuning capabilities, and requisite factors to integrate drive-by-wirechassis and skateboard chassis. Drive-by-wire chassis is an essential condition to realize high-level autopiloting. In contrast, skateboard chassis can create a new car-making model featuring faster speed ofmaking and lower cost. With a proven ability to render further services to customers, the Company ishighly responsive to the technology development trend of vehicle E/E control architecture andsub-domain control and the creative car-making model that may appear.
The product lines are briefly described here: 1. Vibration Control System, comprising powertrainmount support, drive motor damper, cylinder support, torsional damper, sub-frame support, and
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
hydraulic bushing;2.Interior & Exterior System, comprising automobile door panel,roof, main carpet,coat rack, heat and sound insulation components, luggage insulation components, and exterior trimproducts such as sealing strips and decorative strips; 3. Body Lightweight Products, comprisingone-piece front and rear floor panels, body structural part, door structural part, and battery packstructural part; 4. Cabin Comfort System, comprising rotary screen controller, electric tailgate, electricsliding door, and seat comfort system; 5. Thermal Management System, comprising integrated heatpump assembly, multi-port valve, electronic water pump, and electronic expansion valve; 6. ChassisSystem, comprising front and rear sub-frames, aluminum sub-frame, control arms, rods, and steeringknuckles; 7. Air Suspension System, comprising integrated air supply unit, air suspension, and heightsensor; 8. Intelligent Braking System, comprising steer-by-wire, brake-by-wire, and power-adjustablesteering columns. 9. Manipulator motion actuators, including rotary and linear actuators.
2.Strength of customer group and business pattern
The Company undertakes the mission statement of creating values for its customers and has beengenerally accepted by customers in cooperation. The TUOPU brand reputation has been enhanced, alongwith higher loyalty level of customers. In the era of intelligent electrification, capitalizing on the corecompetitiveness generated from QSTP, the Company has established and maintained stable cooperationwith domestic and overseas carmakers.
The Company brings Tier0.5 grade cooperation into practice and establishes strategic partnershipswith customers. This creative supply chain cooperation is expected to improve efficiency and reducecost for car makers, fit the present needs of developing automotive industry, and to keep the competitionthreshold higher. The rendering of “responsive and answerable” services to every strategic customer hasbeen positively rated and recognized by customers, which in turn paves the way for supplyingcomponents to millions of units.
3. Strength of R&D.
The only way leading to a world-class automobile parts enterprise is to improve capabilities ofR&D and innovation. Sticking to R&D and innovation, the Company was the first participant within theindustry to lay down the forward R&D development strategy as early as twenty years ago. After thetechnological accumulation for years,now it has the system-level synchronous positive R&D capabilitiesof each product line, and demonstrates the R&D integration capabilities of machinery, electronic controland software. and has a number of independent intellectual property rights such as invention patents.The Company kicks off basic research works in order to further maintain its leading edge in research anddevelopment. With uninterrupted investments in system construction, recruitment of talents and testingcapacity, the Company maintains the average percentage of annual R&D investments in operatingincome at a level about 5%, signaling the continuous improvement of R&D competitiveness.
With R&D centers set up in North America, Europe, Shanghai, Shenzhen, and Ningbo, theCompany is able to provide better services to global customers and recruit quality talents at home and
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
abroad.A research team of more than 3,000 members, comprising nearly 200 masters and doctors, hasbeen formed.
The Company has set up a test center of global excellence which has the testing and validationcapabilities with respect to materials, products, systems and vehicles. With certified CNASISO/IEC17025 system, the Company has been appointed by many automakers to conduct in-vehicletests.
Leveraging the top-down R&D capabilities, the Company can expand its product line and enhancethe value of components per vehicle, and also renders T0.5-level service to customers.
4. Strength of plant layout and capacity.
The Company has set up manufacturing bases in Ningbo, Chongqing, Wuhan and other placesencircling major automobile industry clusters in China. To render better services to global customers, theCompany has established manufacturing plants or warehouse centers in the United States, Canada,Brazil and Malaysia,Tuopu Poland have switched to volume production, and Tuopu Mexico IndustrialPark and the factory in the United States are planning production activities in order. Under this plantlayout, the Company is able to render faster and more efficient services to its customers and guaranteethe business development on global platforms.
The penetration rate of NEVs features by a rapid increase, just as the industry participantsexperience, but the industrial chain capacity of NEVs is obviously insufficient, global auto part makersare under a heavy burden of transformation, their investment willingness is weak, and the investmentlevel and rate of home auto part makers are not enough. According to the company-specific capacityrequirement and future forecasts, the Company is expected to build up capacity in order to maintain itsleading edge in production capacity, technology, and equipment.
In addition, the automobile industry requires a large-sum investment in the plant layout, theconstruction period is long and the complex equipment and process are involved, so it can hardly bereplaced like the cellphone industry chain.
5. Strength of intelligent manufacturing.
Relying on the intelligent manufacturing strategy and pinpointing the goal of building a lighthousefactory, the Company enhances the digitalization of the factory, and fabricates a smart factory.
Leveraging DFM virtual simulation technology, the Company simulates factory layout, productionline design, production process, parameter control, visual inspection, takt time, distribution andwarehousing, energy saving and consumption reduction in the stage of product supplying and R&D,which in turn sharply reduces the duration of volume production, improves quality and reduces cost.
The Company has set up an equipment automation division to enhance the production automation,strengthens quality assurance capabilities, increase the output per capita, and prepares for benchmarkingthe international level.
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
The availability of production automation, coupled with AI visual inspection, AGV automaticlogistics, intelligent warehousing and RFID barcode and traceability system, is driven by AI, big dataanalysis, and 5G to improve intelligent manufacturing capabilities, ensure quality and reduce costs.
6. Strength of management.
Under the IATF16949 quality system, the Company has established a specific management systemwith typical features through years of innovation efforts.
For management structure, the division-based management structure is laid down for the group,which can relieve the stress of management, highlight the business operations, improve the efficiency ofoperation, and lead to relative competition; divisions are subject to the horizontal flat management withsales activities standing in the core, for market-oriented construction of the organization, pool resourcesand make quick response; under the pyramid organization, business units enforce standard processes toimprove efficiency and reduce cost.
For management system, the Company has established a full set of standard processes, managementsystems and assessment indicators as directed by process, information, standardization, and leanproduction, and is leveraging some information tools such as SAP, PLM, OA, and MES to implementexact processes, bring digitalized operation into practice, thereby improving management,decision-making efficiency and business performance.
For incentive mechanism, the Company lays up a career platform that is adequately authorized forstaff members, in which the Company tapes into internal development and promotion mode that is fairand just, in order to keep the channel of promotion smooth, fit to the growth strategy, and form apositive cycle for business growth and career path.
7. Strength of talents.
The Company puts the screening and training of talents in priority. The post-doctoral workstationwithin the Company solicits and recruits technical specialists globally. Adhering to the concept of“recruiting and promoting members on their merits”, the Company is committed to building acompetitive management team. The Company has established an integrated, specific and open financialindicator system to transform officers from managers to operators and entrepreneurs.
The Company encourages for the formation of a learning organization that is fully authorized, andforges a young and experienced international team specialized in sales, R&D activities and productionwho can pave the way for leapfrog development of the Company.
8. Strength of culture.
The Company undertakes the mission statement of “making our customers, employees,shareholders, the community and partners satisfied, and becomes a corporate citizen of excellence.
Aligning with the business philosophy of serving the country with industrial achievements, theCompany stands at the industry front, gets immersed in R&D and innovation, goes all out to solve“bottlenecking” technical issues, and contributions to the industry safety and development. Adhering tothe operation concept of legal compliance, the Company undertakes social responsibility and iscommitted to infusing positive energy into social development.
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
The Company gives its employees an access to comfortable workplace, equal interpersonalrelationships, appealing salary and benefits, and an extraordinary career development platform, in orderto tap into the potentials of all employees. The Company has established partnerships with suppliers,respected the business philosophy of seeking equality and win-win results, and driven the commondevelopment of the supply chain.The Company values and protects the interests of investors, strictly abides by the rules governinginformation disclosure and other provisions, and distributes dividends to investors even though thecapital expenditures have been increased. All staff members are united to improve operatingperformance, in order to maximize the benefits to investors.
9. Strength of equity structure.
The Company is run and operated by founder, which in turn maintains the prudence of majordecisions, values long-term benefits and development, makes quick decisions and assures goodexecution. The founder holds a higher percentage of shares, keeps a clear equity structure, and exerciseslongstanding control on the Company from the top-level design, in order to keep the Company runningsteadily for a long time and have an ample potential for capital expansion. The members of the Board ofDirectors led by the chairman demonstrate impressive experience, have clear division of work, keep alow profile, keep ambitious and energetic, and use their best endeavors to drive the Company to theforefront of the industry in the right way.
10. Strength of risk control.
The Company keeps the debt-to-equity ratio at low level and has an abundant cash flow. Thewell-established financial system and the strict risk control system can in turn guarantee theimplementation of strategic plan and investment plan, or allow it to seek mergers and expansionwhenever appropriate, or reduce the risk exposure to business operation, and maintain its long-terminvestment value.
V. Condition of main operations during the reporting period
During the reporting period, the Company earned an operating income of RMB 15.993 billion, anincrease of 39.52% over the previous period; total profit was RMB 1.960 billion, an increase of 70.98%over the previous period; the net profit attributable to shareholders of the listed company was RMB
1.700 billion, an increase of 67.13% over the previous period.
Based on accounting standards, the convertible bonds held by the Company are initially andsubsequently measured at the amortized cost of the bonds payable. In 2022, financial expenses of RMB39,268,799.81 were recognized, and the interest expenses of RMB 2,342,465.75 were payable.
During the reporting period, the net cash flow generated by the operating activities was RMB 2.284billion; the cash spent on long-term assets, such as the purchase and construction of fixed assets, reachedRMB 5.426 billion, which in turn adequately prepared the Company to meet the rapid growth of NEVmarket and increase competition barriers.
As of the end of the reporting period, the total assets of the Company were RMB 27.510 billion, upby 47.25% over the end of the previous year; total liabilities were RMB 15.350 billion, up by 90.40%
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
over the end of the previous year; the asset-liability ratio was 55.80%; the owner's equity attributable tothe parent company was RMB 12.129 billion, up by 14.55% over the end of the previous year.
(1) Analysis of main business operations
1. Analysis of changes in related items in the income statement and cash flow statement
Unit：Yuan Currency：RMB
| Subject | Amount in the current period | Amount in previous period | Change as percentage (%) |
| Operating income | 15,992,821,677.50 | 11,462,693,679.86 | 39.52 |
| Operating cost | 12,535,999,713.52 | 9,184,077,297.76 | 36.50 |
| Cost of sales | 220,240,238.99 | 157,043,325.10 | 40.24 |
| Overhead expenses | 423,280,764.94 | 295,450,552.98 | 43.27 |
| Financial expenses | -12,003,288.51 | 35,618,447.47 | -133.70 |
| R&D cost | 750,718,588.09 | 502,493,456.38 | 49.40 |
| Net cash flow from operating activities | 2,284,020,088.40 | 1,186,819,193.35 | 92.45 |
| Net cash flows from investing activities | -5,105,820,338.36 | -3,736,424,732.92 | NA |
| Net cash flow from financing activities | 4,296,748,972.35 | 2,823,560,530.55 | NA |
Note to the reason for changes in operating income: attributed to large volume of orders placed bydomestic and foreign valued customers solicited by the Company in the current periodNote to the reason for changes in operating cost:attributed to an increase of operating income in thecurrent period over the previous periodNote to the reason for changes in cost of sales:attributed to an increase in sales service fees and businessentertainment expenses in the current periodNote to the reason for changes in overhead expenses:attributed to an increase of the number ofmanagement staff and of salary paid to them in the current periodNote to the reason for changes in financial expenses:attributed to an increase in exchange gains in thecurrent periodNote to the reason for changes in R&D expenses:attributed to a continuous intensification of R&D andinnovation efforts and of R&D investments in the current periodNote to the reason for changes in net cash flow from operating activities:attributed to an increase ofpayment received in the current periodNote to the reason for changes in net cash flows from investment activities:attributed to a substantialincrease of cash paid for the purchase and construction of fixed assets, intangible assets and otherlong-term assets in the current period.Note to the reason for the change in net cash flow from financing activities:attributed to the receipt offunds raised from the issuance of convertible bonds and an increase in long-term loans in the currentperiod
Particulars of major changes in the business type, profit composition or source of profit of theCompany during the current period
□Applicable√Non-applicable
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
2. Analysis of revenue and cost
√Applicable □Non-applicable
The revenue and cost of the Company in 2022 can be summarized as:
(1). Condition of main business operations by industry, product, region and selling pattern
Unit:Yuan Currency:RMB
| Main business operations by industry | |||||||
| By industry | Operating income | Operating cost | Gross profit rate (%) | Increase/Decrease of operating income over the previous year (%) | Increase/Decrease of operating cost over the previous year (%) | Increase/Decrease of gross profit rate over the previous year (%) | |
| Automobile parts | 15,339,542,129.67 | 12,121,627,184.28 | 20.98 | 39.24 | 36.79 | Increased by 1.41% | |
| Main business operations by product | |||||||
| By product | Operating income | Operating cost | Gross profit rate (%) | Increase/Decrease of operating income over the previous year (%) | Increase/Decrease of operating cost over the previous year (%) | Increase/Decrease of gross profit rate over the previous year (%) | |
| Vibration control parts | 3,871,551,946.03 | 2,939,571,440.56 | 24.07 | 15.67 | 15.29 | Increased by 0.25% | |
| Trimming system | 5,462,515,432.04 | 4,422,998,745.32 | 19.03 | 52.66 | 49.37 | Increased by 1.78% | |
| Chassis System | 4,445,023,173.49 | 3,501,344,753.76 | 21.23 | 69.39 | 62.08 | Increased by 3.55% | |
| Mechatronic system | 191,687,653.09 | 143,401,533.28 | 25.19 | 4.91 | 6.48 | Decreased by 1.11% | |
| Thermal management system | 1,368,763,925.02 | 1,114,310,711.36 | 18.59 | 6.55 | 5.56 | Increased by 0.76% | |
| Main business operations by region | |||||||
| By region | Operating income | Operating cost | Gross profit rate (%) | Increase/Decrease of operating income over the previous year (%) | Increase/Decrease of operating cost over the previous year (%) | Increase/Decrease of gross profit rate over the previous year (%) | |
| Domestic | 10,886,465,599.96 | 8,797,850,862.50 | 19.19 | 31.78 | 30.14 | Increased by 1.03% | |
| Overseas | 4,453,076,529.71 | 3,323,776,321.78 | 25.36 | 61.57 | 58.21 | Increased by 1.59% | |
| Condition of main business operations by selling pattern | |||||||
| Selling pattern | Operating income | Operating cost | Gross profit rate | Increase/Decrease | Increase/Decrease | Increase/Decrease | |
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
| (%) | of operating income over the previous year (%) | of operating cost over the previous year (%) | of gross profit rate over the previous year (%) | ||||
| Direct selling | 15,339,542,129.67 | 12,121,627,184.28 | 20.98 | 39.24 | 36.79 | Increased by 1.41% | |
(2). Analysis of production output and quantity sold
√Applicable □Non-applicable
| Main product | Unit | Production output | Quantity sold | Quantity of inventories | Increase/Decrease of production output over the previous year (%) | Increase/Decrease of quantity sold over the previous year(%) | Increase/Decrease of inventories over the previous year(%) |
| Vibration control parts | 10,000 sets | 868.76 | 850.89 | 203.37 | 17.05 | 16.94 | 9.63 |
| Trimming system | 10,000 sets | 680.90 | 679.42 | 13.08 | 56.47 | 53.61 | 12.76 |
| Chassis System | 10,000 sets | 425.66 | 409.68 | 38.84 | 48.69 | 45.97 | 69.92 |
| Mechatronic system | 10,000 sets | 74.23 | 73.16 | 4.63 | 6.59 | 6.11 | 30.02 |
| Thermal management | 10,000 sets | 56.34 | 54.75 | 3.64 | 5.43 | 6.54 | 77.56 |
(3) Performance condition of major purchase and sales contracts
□Applicable √Non-applicable
(4). Cost analysis
Unit：Yuan
| Summary by industry | |||||||
| By industry | Construction of cost | Amount in the current period | As a percentage of total cost in the current period (%) | Amount in previous year | As a percentage of total cost in previous year | Change in the amount in the current period as a percentage of previous period (%) | Remark |
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
| Automobile parts | Direct cost of material | 9,436,338,153.53 | 77.85 | 6,982,110,445.90 | 78.79 | 35.15 | |
| Automobile parts | Direct cost of labor service | 808,107,949.22 | 6.67 | 561,960,999.21 | 6.34 | 43.80 | |
| Automobile parts | Manufacturing expenses | 1,877,181,081.53 | 15.48 | 1,317,285,097.35 | 14.87 | 42.50 | |
| Summary by product | |||||||
| By product | Construction of cost | Amount in the current period | As a percentage of total cost in the current period (%) | Amount in previous year | As a percentage of total cost in previous year | Change in the amount in the current period as a percentage of previous period (%) | Remark |
| Vibration control parts | Direct cost of material | 2,183,168,142.36 | 18.01 | 1,906,698,759.74 | 21.52 | 14.50 | |
| Vibration control parts | Direct cost of labor service | 253,940,790.12 | 2.09 | 216,728,262.34 | 2.45 | 17.17 | |
| Vibration control parts | Manufacturing expenses | 502,462,508.08 | 4.15 | 426,317,240.75 | 4.81 | 17.86 | |
| Trimming system | Direct cost of material | 3,407,561,972.75 | 28.11 | 2,297,828,215.94 | 25.93 | 48.29 | |
| Trimming system | Direct cost of labor service | 253,322,301.28 | 2.09 | 164,045,983.46 | 1.85 | 54.42 | |
| Trimming system | Manufacturing expenses | 762,114,471.29 | 6.29 | 499,244,635.58 | 5.63 | 52.65 | |
| Chassis System | Direct cost of material | 2,721,667,458.92 | 22.45 | 1,704,399,874.93 | 19.23 | 59.68 | |
| Chassis System | Direct cost of labor service | 269,610,868.71 | 2.22 | 154,022,447.51 | 1.74 | 75.05 | |
| Chassis System | Manufacturing expenses | 510,066,426.13 | 4.22 | 301,780,307.38 | 3.41 | 69.02 | |
| Mechatronic system | Direct cost of material | 129,005,134.03 | 1.06 | 122,281,025.11 | 1.38 | 5.50 | |
| Mechatronic system | Direct cost of labor service | 5,924,335.05 | 0.05 | 4,996,284.18 | 0.06 | 18.57 | |
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
| Mechatronic system | Manufacturing expenses | 8,472,064.20 | 0.07 | 7,393,423.21 | 0.08 | 14.59 | |
| Thermal management system | Direct cost of material | 994,935,445.47 | 8.21 | 950,902,570.17 | 10.73 | 4.63 | |
| Thermal management system | Direct cost of labor service | 25,309,654.06 | 0.21 | 22,168,021.73 | 0.25 | 14.17 | |
| Thermal management system | Manufacturing expenses | 94,065,611.83 | 0.77 | 82,549,490.44 | 0.93 | 13.95 |
Ningbo Tuopu Group Co., Ltd. Annual Report 2021
(5).Changes in the scope of consolidation due to changes in the equity of major subsidiaries duringthe reporting period
□Applicable√Non-applicable
(6).Significant changes or adjustments to business operations, products or services during thereporting period
□Applicable√Non-applicable
(7). Main customers and main suppliers
A. Condition of main customers
√Applicable □Non-applicable
√适用 □不适用
The sales amount from the top five customers is RMB 10,147.6874 million, in 63.45% of the annualsales amount; in which, the sales amount from the related parties of the top five customers is 0, in 0% ofthe annual sales amount.
During the reporting period, the sales to a single customer accounts for 50% of total sales amount, thereare circumstances in which the Company solicits new customers or heavily relies on a few customers outof the Top 5 customers.
□Applicable √Non-applicable
B. Condition of main suppliers
√Applicable □Non-applicable
√适用 □不适用
The purchase amount from the top five suppliers is RMB 2,159.8695 million, in 22.04% of the annualpurchase amount; in which, the purchase amount from the related parties of the top five suppliers is 0, in0% of the annual purchase amount.
During the reporting period, the purchase from a single supplier accounts for 50% of total purchaseamount, there are are circumstances in which the Company solicits new suppliers or heavily relies on afew supplies out of the Top 5 suppliers.
□Applicable √Non-applicable
3. Expenses
√Applicable □Non-applicable
Unit:Yuan
| Subject | 2022 | 2021 | Change as Percentage (%) | Reason for Change |
| Cost of sales | 220,240,238.99 | 157,043,325.10 | 40.24 | Attributed to an increase in sales service fees and business entertainment expenses in the current period |
| Overhead expenses | 423,280,764.94 | 295,450,552.98 | 43.27 | Attributed to an increase of the number of management staff and of salary paid to them in the current period |
| Financial | -12,003,288.51 | 35,618,447.47 | -133.7 | attributed to an |
Ningbo Tuopu Group Co., Ltd. Annual Report 2021
| expenses | increase in exchange gains in the current period | |||
| R&D cost | 750,718,588.09 | 502,493,456.38 | 49.4 | Attributed to the further extent of R&D innovation and the increase in R&D cost in the current period |
4. R&D investment
(1). Particulars of R&D investment
√Applicable □Non-applicable
Unit：Yuan
| Expendable R&D investment in the current period | 750,718,588.09 |
| Capitalized R&D investment in the current period | 0 |
| Total R&D investment | 750,718,588.09 |
| Total R&D investment as a percentage of operating income (%) | 4.69 |
| Number of R&D members in the Company | 0 |
(2) List of R&D specialists
√Applicable □Non-applicable
| Number of R&D specialists | 3,180 |
| R&D specialists as a percentage of total staff members (%) | 18.06 |
| Educational level of R&D specialists | |
| Kind of educational level | Number of specialists by academic degrees |
| Holders of doctoral degree | 9 |
| Holders of master degree | 138 |
| Holders of bachelor degree | 1,480 |
| Holders of college degree | 1,553 |
| Holders of high school degree or below | |
| Age group of R&D specialists | |
| Kind of age group | Number of specialists by age group |
| Below 30 (excluding 30) | 1,141 |
| 30-40 (including 30, excluding 40) | 1,335 |
| 40-50 (including 40, excluding 50) | 636 |
| 50-60 (including 50, excluding 60) | 68 |
| 60 and above | |
(3) Particulars
□Applicable √Non-applicable
(4) Reasons for major changes in the structure of R&D specialists and the impact on the futuredevelopment of the Company
□Applicable √Non-applicable
Ningbo Tuopu Group Co., Ltd. Annual Report 2021
5. Cash flow
√Applicable □Non-applicable
| Item | 2022 | 2021 | Change as percentage (%) | Reason for change |
| Net cash flow from operating activities | 2,284,020,088.40 | 1,186,819,193.35 | 92.45 | Attributed to an increase of the payment received in the current period |
| Net cash flow from investing activities | -5,105,820,338.36 | -3,736,424,732.92 | NA | Attributed to a substantial increase of the cash paid for the purchase and construction of fixed assets, intangible assets and other long-term assets in the current period |
| Net cash flow from financing activities | 4,296,748,972.35 | 2,823,560,530.55 | NA | Attributed to the receipt of funds raised by non-public offering of shares in the current period |
(2) Explanation of major changes in profits caused by operations other than main operations
□Applicable √Non-applicable
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
(4) Analysis of assets and liabilities
√Applicable □Non-applicable
√适用 □不适用
1.Assets and liabilities
Unit：Yuan
| Item | Amount at the end of the current period | Amount at the end of the current period as a percentage of total assets (%) | Amount at the end of previous period | （%） Amount at the end of previous period as a percentage of total assets | （%） Change in the amount at the end of the current period as a percentage of the amount at the end of previous period (%) | Remark |
| Cash and bank balances | 2,795,531,830.43 | 10.16 | 1,271,450,147.37 | 6.81 | 119.87 | Attributed to the receipt of raised funds from the issuance of convertible bonds in the current period |
| Trading financial assets | 954,888.48 | 0.00 | 321,507,846.86 | 1.72 | -99.70 | Attributed to the decrease in the amount of financial products purchased in the current period |
| Notes receivable | 4,347,460,987.76 | 15.80 | 3,168,220,804.95 | 16.96 | 37.22 | Attributed to the substantial increase in operating income in the current period resulting in an increase in the amount of accounts receivable |
| Received Prepayments | 117,134,585.39 | 0.43 | 84,489,104.36 | 0.45 | 38.64 | Attributed to the increase in advance payments for materials in the current period |
| Other receivable | 140,748,361.64 | 0.51 | 44,679,367.27 | 0.24 | 215.02 | Attributed to the increase in the deposit and security deposit paid in the current period |
| Inventories | 3,255,860,915.66 | 11.84 | 2,296,983,843.07 | 12.29 | 41.75 | Attributed to the substantial increase in operating income in the current period resulting in an increase in the amount of inventory |
| Other Current Assets | 208,497,764.18 | 0.76 | 266,187,079.91 | 1.42 | -21.67 | Attributed to the decrease in value-added tax retained in the current period |
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
| Fixed Assets | 8,725,700,134.49 | 31.72 | 5,831,567,302.57 | 31.21 | 49.63 | Attributed to the increase in purchased machinery and equipment in the current period and the conversion of newly built workshops to fixed assets |
| Projects under Construction | 3,553,833,187.91 | 12.92 | 1,990,647,471.76 | 10.66 | 78.53 | Attributed to an increase of the plants and equipment under construction in the current period |
| Right-of-use Assets | 89,083,423.67 | 0.32 | 58,788,393.16 | 0.31 | 51.53 | Attributed to the recognition of right-of-use assets under the "New Lease Standards" adopted in the current period |
| Intangible Assets | 1,227,723,584.59 | 4.46 | 855,105,073.23 | 4.58 | 43.58 | Attributed to the provision for impairment of goodwill in the current period |
| Long-term unamortized expenses | 157,573,682.61 | 0.57 | 95,018,634.21 | 0.51 | 65.83 | Attributed to an increase of decoration costs and logistics equipment in the current period |
| Deferred Income Tax Assets | 191,559,722.76 | 0.70 | 135,100,879.84 | 0.72 | 41.79 | Attributed to an increase of deductible temporary differences in the current period |
| Other Non-current Assets | 754,078,748.57 | 2.74 | 558,231,000.78 | 2.99 | 35.08 | Attributed to the increase in advance payment for projects and equipment in the current period |
| Accounts Payable | 4,828,236,418.41 | 17.55 | 3,225,754,064.50 | 17.27 | 49.68 | Attributed to the substantial increase in operating income in the current period resulting in an increase in the amount of purchased materials |
| Payroll payable | 268,698,963.77 | 0.98 | 193,766,884.51 | 1.04 | 38.67 | Attributed to the increase in the balance of wages payable due to the increase in personnel in the current period |
| Other Payables | 22,729,867.88 | 0.08 | 15,363,015.51 | 0.08 | 47.95 | Attributed to the increase in deposits and security deposits received in the current period |
| Other Current Liabilities | 166,036,174.17 | 0.60 | 193,908,274.06 | 1.04 | -14.37 | Attributed to the decrease in financing lease loans in the current period |
| Long-term loan | 2,825,000,000.00 | 10.27 | 310,000,000.00 | 1.66 | 811.29 | Attributed to the increase in long-term bank loans in the current period |
| Bonds Payable | 2,357,411,642.30 | 8.57 | 0.00 | 100.00 | Attributed to an increase in financing lease borrowings in the current period | |
| Lease Liabilities | 67,084,816.51 | 0.24 | 40,685,114.26 | 0.22 | 64.89 | Attributed to an increase in long-term bank borrowings in the current period |
| Deferred Income | 367,153,765.44 | 1.33 | 269,329,507.52 | 1.44 | 36.32 | Attributed to the recognition of lease liabilities under the "New Lease Standards" adopted in the current |
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
| period | ||||||
| Deferred Income Tax Liabilities | 112,925,117.20 | 0.41 | 75,749,671.63 | 0.41 | 49.08 | Attributed to an increase in deferred income tax liabilities resulting from the one-off depreciation of equipment and appliances below RMB 5 million in the current period |
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
2. Overseas assets
√Applicable □Non-applicable
√适用 □不适用
(1) Scale of assets
Including: overseas assets RMB 1,290,910,551.55 (Unit: Yuan Currency: RMB), in4.69 % of totalassets.
(2) Explanation for the reason why overseas assets account for a higher percentage
□Applicable √Non-applicable
3. Major asset restrictions as of the end of the reporting period
√Applicable □Non-applicable
Unit：Yuan
| Item | Book value at the end of the period | Reason for restricted use |
| Monetary Funds | 385,319,277.15 | Security deposit |
| Notes receivable | 346,311,612.00 | Pledge |
| Fixed Assets | 1,512,868,733.96 | Mortgage |
| Intangible Assets | 250,416,605.54 | Mortgage |
| Receivable financing | 1,044,064,293.97 | Pledge |
| Total | 3,538,980,522.62 | / |
4. Other Notes
□Applicable √Non-applicable
(4) Analysis of industry operational information
□Applicable √Non-applicable
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
Analysis of Operational Information in Automobile Manufacturing Industry
1. Production capacity
□Applicable √Non-applicable
2. Production output and quantity sold of vehicles
□Applicable √Non-applicable
3. Production output and quantity sold of automobile parts
□Applicable √Non-applicable
4. NEVs
□Applicable √Non-applicable
5. Automobile financing
□Applicable √Non-applicable
6. Other Notes
□Applicable √Non-applicable
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
(5) Investment condition
Overall analysis of external equity investments
□Applicable √Non-applicable
1. Significant equity investment
□Applicable √Non-applicable
2.Significant non-equity investment
□Applicable √Non-applicable
ⅰCondition of purchased land
On 17 January 2022, Tuopu Chassis System (Chongqing) Co., Ltd.,a wholly-owned subsidiary, won the bid for the right to use a state-owned construction land ofabout 180 mu in Shapingba District, Chongqing City for a consideration of RMB 90.21 million.On 23 February 2022, Tuopu Skateboard Chassis (Ningbo) Co., Ltd., a wholly-owned subsidiary, won the bid for the right to use two parcels of state-ownedconstruction land in Ningbo Hangzhou Bay New Area for a consideration of RMB 76.51 million, 30.97 million respectively, the area of two parcels is about 383 mu,155 mu respectively;On 11 October 2022, Tuopu Skateboard Chassis (Ningbo) Co., Ltd., a wholly-owned subsidiary, won the bid for the right to use two parcels of state-ownedconstruction land in Ningbo Qianwan New Area for a consideration of RMB 68.2 million, 37.32 million respectively, the area of two parcels is about 273 mu, 149mu;On 9 November 2022, Huzhou Tuopu Automobile Parts Co., Ltd., a wholly-owned subsidiary, won the bid for the right to use a parcel of state-owned constructionland in Changxing County, Huzhou for a consideration of RMB 61.59 million, the area of this parcel is about 152 mu.
ⅱ.Updates of investments
| NO. | Date of Signing | Reference number of announcement | Title of announcement | Main content | Update of event |
| 1 | December 2021 | 2021-086 | Tuopu Group’s Announcement on the Investment Intent Agreement Signed with Chongqing | The Company and the People's Government of Shapingba District, Chongqing signed the “Project Cooperation Agreement for Tuopu NEV Chassis lightweight System - Interior Trim Sound Insulation System Production Base”, with an intent of investing RMB 1.5 billion in Shapingba District to construct the production | On 17 January 2022, Tuopu Chassis System (Chongqing) Co., Ltd., a wholly-owned subsidiary, won the bid for the right to use an industrial land of about 180 mu for a consideration of RMB 90.21 million. To date, the main structure of the factory is under construction. |
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
| base for NEV product lines by phase. | |||||
| 2 | August 2022 | 2022-072 | Tuopu Group’s Announcement on the Investment Intent Agreement Signed with Shouxian County, Anhui | The Company and the Administration Committee of Xinqiao International Industrial Park, Shouxian County, Anhui signed the "Project Agreement" with the intent of investing RMB 2.5 billion to build a NEV critical parts production base in phases in Xinqiao International Industrial Park, Shouxian County. | On 30 August 2022, the Company established Tuopu Chassis System (Anhui) Co., Ltd., a wholly-owned subsidiary, in Xinqiao Industrial Park, Shouxian County. As the entity of project implementation, the registered capital of Tuopu Chassis System (Anhui) Co., Ltd. is RMB 600 million. To date, the main structure of the factory is under construction. |
| 3 | September 2022 | 2022-079 | Tuopu Group’s Announcement on the Investment Intent Agreement Signed with Xi’an | The Company and the Administration Committee of Xi’an Economic and Technological Development Zone signed the “Auto Parts Production Project Landing Agreement” with the intent of investing about RMB 3 billion to build a NEV critical parts production base in Xi’an Economic and Technological Development Zone. | On 28 February 2023, Xi’an Tuopu Automobile Parts Co., Ltd., a wholly-owned subsidiary, won the bid for the right to use a parcel of stated-owned construction land of about 120 mu for a consideration of RMB 33.87 million. To date, this project is in the pre-design phase. |
| 4 | September 2022 | 2022-081 | Tuopu Group’s Announcement on New Establishment of a Wholly-owned Subsidiary in Mexico | The Company establishes a new wholly-owned subsidiary TUOPU GROUP MEXICO,S.de R.L. de C.V in Mexico, and plans to purchase industrial land in Mexico to build a production base for NEV auto parts. | On 31 March, TUOPU GROUP MEXICO,S.de R.L. de C.V, a wholly-owned subsidiary, signed the "Land Transfer and Industrial Park Service Agreement", and acquired about 220 mu of industrial land in Hofusan Industrial Park in Nuevo León, Mexico for a consideration of US$8.6541 million. The land is intended for building an auto parts production base. |
| 5 | September 2022 | 2022-082 | Tuopu Group’s Announcement on the Investment Intent Agreement Signed with Changxing, Huzhou | The Company and the Administration Committee of Changxing Economic and Technological Development Zone, Huzhou signed the “Investment Agreement” with the intent of investing about RMB 2 billion to build a NEV critical parts production base in Changxing Economic and Technological Development Zone. | On 9 November, Huzhou Tuopu Automobile Parts Co., Ltd., a wholly-owned subsidiary, won the bid for the right to use a parcel of state-owned construction land of about 152 mu in Changxing County, Huzhou for a consideration of RMB 61.59 million. To date, the construction team has entered the site and works on the early stage of land leveling. |
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
(3) Financial assets measured at fair value
□Applicable √Non-applicable
Securities investment
□Applicable √Non-applicable
PE fund investment
□Applicable √Non-applicable
Derivatives investment
□Applicable √Non-applicable
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
4. Updates on major asset reorganization and consolidation during the reporting period
□Applicable √Non-applicable
(6) Disposal of major assets and equity
□Applicable √Non-applicable
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
(7) Analysis of major controlling and participating companies
√Applicable □Non-applicable
Unit：in 10,000 Yuan
| Company name | Registered capital | Total assets in the reporting period | Total liabilities in the reporting period | Total net assets in the reporting period | Operating income in the reporting period | Net profit in the current period |
| USHONE ELECTRONIC CHASSIS | 2,000.00 | 5,344.87 | 2,100.47 | 3,244.40 | 20,119.43 | -487.68 |
| Tuopu Imp&Exp. | 18,000.00 | 67,926.24 | 41,685.35 | 26,240.89 | 300,176.26 | 15,967.72 |
| Tuopu Parts | 20,000.00 | 178,297.70 | 154,195.74 | 24,101.97 | 670,005.32 | 3,426.39 |
| Tuopu Acoustics Vibration | 18,500.00 | 113,996.93 | 93,694.30 | 20,302.63 | 511,589.75 | 4,500.86 |
| Sichuan Tuopu | 2,000.00 | 8,616.08 | 4,931.31 | 3,684.78 | 22,697.90 | 202.75 |
| Yantai Tuopu | 6,280.00 | 9,756.84 | 3,246.75 | 6,510.08 | 13,096.51 | 633.76 |
| Pinghu Tuopu | 20,800.00 | 30,947.51 | 7,950.08 | 22,997.43 | 46,273.24 | 3,256.48 |
| Sichuan Maigao | 15,000.00 | 30,918.89 | 7,853.74 | 23,065.15 | 32,498.52 | 2,538.27 |
| Zhejiang Towin | 18,000.00 | 60,033.53 | 11,032.48 | 49,001.05 | 43,013.68 | 3,461.90 |
| Tuopu Mechatronic System | 250,000.00 | 515,505.57 | 157,382.04 | 358,123.53 | 532,725.33 | 55,404.88 |
| Tuopu Thermal Management | 350,000.00 | 432,387.76 | 80,117.84 | 352,269.92 | 72,374.54 | 3,207.51 |
| Hunan Tuopu | 65,789.00 | 85,767.75 | 21,230.63 | 64,537.12 | 17,137.45 | -703.44 |
| Tuopu Chassis | 51,490.00 | 75,046.13 | 20,829.69 | 54,216.44 | 33,388.94 | 2,957.04 |
| Ningbo Qianhui | 2,725.86 | 9,021.38 | 2,291.08 | 6,730.31 | 6,377.00 | -115.99 |
| Tuopu North American Ltd | 5.00 | 5,568.55 | 6,062.05 | -493.50 | 114,166.61 | -121.78 |
| Tuopu Electrical Appliances | 5,000.00 | 20,419.77 | 7,845.05 | 12,574.72 | 19,371.58 | 2,621.31 |
| Ningbo Borgers | 2,100.00 | 22,613.33 | 6,641.65 | 15,971.67 | 40,869.73 | 3,121.75 |
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
(8) Structured entities controlled by the Company
□Applicable √Non-applicable
Ⅵ. Discussion and Analysis on the Future Development of the Company
(1) Industry structure and trend
√Applicable □Non-applicable
The automobile industry is placed in the situation of drastic change and far-reachingchanges are taking place in respect of industry, technology, business model, marketingmodel, profit model and supply chain model.
1. A general consensus as to the revolutionary trend of "electrifying, intelligence, andnetworking" in the automotive industry has been reached across the globe.And global carmakers are working towards this trend.
2. Technology-intensive companies make cars with innovative companies acrossborders, stirring up a new trend in the automotive industry. Great innovators like Tesla,who are making cars from the point of consumers, as if they were users, have made greatsuccess. The past industrial OEM pattern has been broken down, it is time for car makers topinpoint a new identity and rebuild core competitiveness.
3. China is expected to get an upper hand in the electrification tide. The strategy ofswapping market share for technology leads to success in high-speed rail and electricalappliance, but not in traditional vehicles. Now there are some opportunities for NEVs dueto the following reasons:
First, the Chinese government has been consistently promoting electrification; second,the entrepreneurship and dividend of engineers are now prevailing in China; third, Chinahas technological accumulation and progress in respect of 5G, big data, artificialintelligence, and auto piloting. If a new round of cutting-edge technologies can be appliedto the automotive industry, the technological monopoly of EU, US and Japanese old-brandcar makers will be broken down, Chinese car makers will stand on the same starting linewith global leaders and are expected to get an upper hand in the new round of competition.
4. A revolution is projected for China's auto parts industry, which will turn the pastscenario of technology hollowing, small scale, and lack of R&D and innovation. Some autoparts giants with global competitiveness are expected to stand out of China’s auto partsindustry.
(2) Development strategy
√Applicable □Non-applicable
Amid the great revolution of the automotive industry, the Company is determined to be atechnology-intensive large platform supplier with extensive industrial landscape, intensive producttechnology, impressive R&D capabilities, and a broad range of customer groups, establish Tier 0.5cooperation with customers, lead the revolution of the relations between car makers and auto parts
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
suppliers, strive to be a one-hundred-billion-level giant in China’s auto parts industry and a world-classauto parts supplier, empower the development of NEV industry, and contribute to attaining the goal of“Carbon Peaking and Carbon Neutrality”.
1. Platform strategy. Now the Company owns 8 product lines: Automobile Vibration ControlSystem,Interior & Exterior System,Chasiss Lightweight System,Cabin Comfort System,ThermalManagement System,Chassis System,Air Suspension System,Intelligent Braking System. The unit priceof components per vehicle is about 30,000 and these product lines are accessible to enormous potentialsof expansion.The Company is also developing robot motion actuators, as it identifies an enormousmarket potential.
2. Technology strategy. The Company adheres to R&D and innovation, enhances its R&Dcapabilities of mechanics, electronic control, software and chassis tuning, increases thetechnology-intensive level of products, addresses the industry-wide “bottlenecking” technical issue, andmake own contribution to the industrial development.
3. Intelligent manufacturing strategy. The Company is intensifying the efforts to implement thedigital factory strategy, improving the quality control level, process capability, automation and valuestream analysis capability through virtual simulation, and endeavoring to change the internationalimpression on “Made in China”.
Its geographical location in Qianwan New Area Industrial Park witnesses the rise of “Wisdom inChina”. First, many product types essentially covering all product lines; second, a wide range ofprocesses including stamping, forging, HP die casting, LP casting, differential pressure casting,extrusion casting, injection molding, die pressing, precision machining, welding, painting, assembling;third, with state-of-the-art equipment, many sorts of domestic advanced equipment and automatedproduction lines are densely distributed; fourth, access to leading manufacturing management practice, awide array of advanced manufacturing and management tools such as AGVs and digital Kanban are putinto efficient use; fifth, with products tailored for international and domestic markets. Despite with thesharp rise of tariffs and international freight rates, the international competitiveness of “Made in China”are highlighted. With sufficient orders, busy production activities and trucks coming in and out take on athriving image, leaving an impression of the rise of China as a great power and the national industryupgrade.
4. T0.5 grade market strategy. Capitalizing on the composite strengths of platform-based enterpriseproduct line, R&D and QSTP (quality, service, technology, cost), the Company strives to build a newTier0.5 business pattern and increase the amount of components per vehicle.
With a definitive strategic goal in mind, the Company adheres to the path of in-house developmentand M&A cases. Upholding the principle of “in-house startups”, the Company does not give up anyopportunities for value-added M&A cases. Especially after 2025, it is projected that many enterpriseswill run into trouble due to slow-paced transition, the Company may embrace a lot of M&Aopportunities, which in turn promotes its rapid expansion.
(3)Business plan
√Applicable □Non-applicable
In 2023, the Company is anticipated to exploit the market, speed up the mass production project,improve the management level, control cost, drive the rapid development, and prepare for attaining themedium-term strategic goal in alignment with the predefined strategy.
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
1. Sales and market.
Relying on the composite advantages of the platform-based enterprise and adhering to Tier0.5cooperation, the Company broadens the sphere of strategic cooperation and drives on the synchronizeddevelopment lane in reliance of coordinated product lines.
For the moment, new opportunities are arising out of the transition of international auto partsindustry, the Company is expected to pace up the international market exploitation this year.
2. New project development.
R&D efforts will be intensified to bring all product lines and projects into reality. In this year,automotive electronic products qualified for experimental verifications and road tests, and drove to theharvesting stage of volume production across the board.
3. Capacity landscaping.
It is scheduled to complete the construction of about 1,000 mu of land in Phase 8 and 9 of factoriesbased in Qianwan New Area, Chongqing, Changxing, and Xinqiao, Anhui this year. The domesticcapacity deployment has virtually wrapped up and subsequent projects will enter the harvesting periodstep by step.
The penetration rate of electric vehicles in North America and Europe is relatively low, foreign carmakers are rushing the transition to NEVs, foreign auto parts manufactuers are less willing to invest, andthe transition pace is slow, so it is unlikely to fulfill the urgent needs of NEV transition. Enormousmarket opportunities arising out of the international market, and the receipt of surging new orders,motivate the Company to pool investments in Mexico. The Phase 1 construction of 220 mu will beaccelerated and it is expected that the equipment will be installed at the end of the year. In future, theCompany plans to build a 1000-mu intelligent manufacturing industrial park modeled after the QianwanNew Area in line with the order needs. Tuopu Poland is also scheduled to expand capacity in order tofulfill the needs of its customers for capacity boost.
To attain the profitability of international expansion, the Company has performed the followinganalyses and preparations: on the one hand, the resources of NEV auto parts in the current internationalmarket are scarce, which means reasonable prices can be guaranteed. On the other hand, the Companyhas prepared well for: (1) making the facilities more automated, increasing the output per capita,reducing labor forces and relieving managmenet pressure; (2) forming an expedition team, engagingexperienced management, process and some technical specialists in the project implementation, makingsure that the project will be put into operation on schedule and designated quality; (3) integrating theindustrial chain to address the short supply of production materials in the international market; (4)linking and integrating management information systems for the sake of controlled and compliantactivities.
4. Cost control.
Efforts will be made to promote the budget control system and lean production system for costcut-down.Specific management will be available for new factories to put production into operation andtransit from loss to profit as soon as practicable.
5. Intelligent manufacturing.
Efforts will be continued to boost the construction of digital benchmark factories. And the full-scalevolume production of automotive electronics will be realized.In addition, other works undertaken by theCompany, including quality control, lean production, system innovation, are pushed forward.
(4) Potential risks
√Applicable □Non-applicable
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
1. Exchange rate, tariffs, fluctuations in material prices, and price reduction requested by customersmay expose business operations to risk. The Company intends to resolve these risks by enhancingoverall competitiveness. In the course of 40 years after founding,Pulling through a plurality of risks asmentioned above, the Company keeps good business performance and development momentum, andestablishes a full set of risk control systems based on the accumulated experience.
2. The NEVs track in which the Company is currently engaged has been fully recognized bygovernments and the industry community and put into practice, with proven signs of right direction andbright future. For this reason, there is no risk borne in the strategic direction and investments.
(5)Others
□Applicable √Non-applicable
VII. Explanation on the circumstances and reasons why the Company did not disclose under thestandards due to inapplicability of the standards or special reasons such as state secrets andbusiness secrets
□Applicable √Non-applicable
Section 4 Corporate GovernanceI. Notes to Corporate Governance
□Applicable □Non-applicable
The Company acted in strict compliance with the "Company Law", "Securities Law", relevantregulations of CSRC and SSE, and the provisions under the "Articles of Association", in order toimprove the corporate governance structure, improve internal control system, and operate the internalcontrol system. General meeting, Board of Directors, Board of Supervisors, independent directors andthe management operated precisely by following the internal control procedure, in order to secure thelegitimate rights and interests of the Company and its shareholders.
1. Shareholders and General Meeting
The shareholders reviews the events to the extent permitted in the functions and powers of generalmeeting under the relevant provisions, the “Articles of Association” and the “Rules of Proceedings ofGeneral Meeting”, and appoints lawyers to witness the procedures of holding and convening the generalmeeting and to maintain the legitimate rights and interests of the shareholders, especially the minorityshareholders. The Company holds the general meeting in the form of internet voting and polling and theprocedures of convening and holding the general meeting and voting at the general meeting are legal andvalid.During the reporting period, significant matters including amendments to the Articles ofAssociation, regular reports, profit distribution, re-appointment of auditor, related party transactions,utilization of proceeds, by-election of directors, changes and extensions of PE investment projects, andthe initiation of non-public offerings were considered and decided at the general meeting.
2. Controlling Shareholders and Listed Companies
The controlling shareholder, actual controller and the related parties of the Company exercise theirpowers and assume obligations under the applicable laws and regulations, and there is no activity thatdirectly or indirectly interferes with the business operations beyond the general meeting. During thereporting period, the Company did not provide a guarantee for the controlling shareholder and itsaffiliates, nor did the controlling shareholder occupy the funds of the Company.
3. Directors and Board of Directors
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
The Board of Directors consists of 9 directors including 3 independent directors. Four specialcommittees, Strategy and Investment Committee, Auditing Committee, Nomination Committee, andRemuneration and Assessment Committee, are affiliated under the Board of Directors. The Board ofDirectors and special committees have laid down the rules of proceedings. Directors are able to presentat the meeting of Board of Directors, perform due diligence, earnestly maintain the legitimate rights andinterests of the Company and all shareholders on time under the “Articles of Association” and otherapplicable laws and regulations.
4. Supervisors and Board of Supervisors
The Board of Supervisors consists of 3 supervisors including 1 supervisor as staff representative, and haslaid down the “Rules of Proceedings of Board of Supervisors”. The supervisors earnestly performedtheir duties, and to hold accountable for shareholders, they oversaw significant matters includingamendment to the Articles of Association, placement of guarantee to subsidiaries, regular reports, majorproduction and operation decisions, use of proceeds, the initiation of non-public offerings, and relatedparty transactions, and fulfilled the supervisory role of the Board of Supervisors.
5. Officers
During the reporting period, officers have performed due diligence in accordance with the Articlesof Association, to the extent authorized by the general meeting and Board of Directors and permitted bythe rules and regulations of the Company.
6. Information Disclosure and Transparency
The Company discloses relevant information in a true, accurate, complete, timely and fair mannerexactly under the "Guidelines for Governance of Listed Companies", "Rules Governing the Listing ofShares", "Articles of Association" and "Information Disclosure Management System" and otherapplicable regulations. The portal site designated by the Company for its information disclosure is theSSE website and the newspaper designated for its information disclosure is Securities Times.\
7. Insider Information Control
With the “Insider Registration Management System” available, the Company intensifies the insiderinformation management practice and specifies the registration and filing process of insiders, which inturn paves the way for proper confidentiality of insider information. During the reporting period, theCompany controls the route and scope of transmitting insider information, make sure that information isdisclosed fairly, and maintain the legitimate rights and interests of investors exactly in accordance withthe “Insider Registration Management System”.
Whether there is a material difference concerning corporate governance provisions betweencorporate governance and laws, administrative regulations, and CSRC regulations on listed companygovernance; in case of material difference, state the reason.
□Applicable √Non-applicable
II.Measures taken by the controlling shareholder and actual controller of the Company to maintain theindependence of the company-specific assets, persons, finance, organization and business, as well as thesolutions, updates on work and follow-up plans that are anticipated to influence its independence
□Applicable √Non-applicable
Conduct of the same or similar business as the Company by the controlling shareholder, actualcontroller and other entities under their respective control, influence of peer-to-peer competition or thedrastic changes of peer-to-peer competition on the Company, countermeasures taken, updates onsolution and follow-up solution plan.
□Applicable √Non-applicable
III. Brief Information about General Meetings
| Session | Date of convention | The search index of the specified website to | Date of disclosure to publication of | Resolution |
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
| publish resolutions | resolutions | |||
| 2022 first extraordinary general meeting | February 10, 2022 | www.sse.com.cn | February 11, 2022 | More details are available in “Bulletin on Resolutions of the 2022 First Extraordinary General Meeting of Tuopu Group (Bulletin #: 2022-010). |
| 2021 general meeting | May 19, 2022 | www.sse.com.cn | May 20, 2022 | More details are available in “Bulletin on Resolutions of the 2021 General Meeting of Tuopu Group (Bulletin #: 2022-040). |
| 2022 second extraordinary general meeting | June 20,2022 | www.sse.com.cn | June 21,2022 | More details are available in “Bulletin on Resolutions of the 2022 Second Extraordinary General Meeting of Tuopu Group (Bulletin #: 2022-040). |
| 2022 third extraordinary general meeting | December 28, 2022 | www.sse.com.cn | December 29, 2022 | More details are available in “Bulletin on Resolutions of the 2022 Third Extraordinary General Meeting of Tuopu Group (Bulletin #: 2022-095). |
Preferred shareholders whose voting rights have been restored request to convene anextraordinary general meeting
□Applicable √Non-applicable
Note to General Meeting
√Applicable □Non-applicable
During the reporting period, the Company held three general meetings. These meetings are convenedand held under the applicable laws, regulations and these "Articles of Association"; the persons presentat and convening such meetings hold legal and valid qualifications; the voting procedure is consistentwith the applicable relevant laws, regulations, normative documents and these "Articles of Association".The voting results are legal and valid.
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
IV. Information About Directors, Supervisors and Officers
(1) Changes in shares held and remuneration of current and resigned directors, supervisors and officers during the reporting period
√Applicable □Non-applicable
Unit：Shares
| Name | Capacity (Note) | Gender | Age | Date of taking office | Date of leaving | Number of shares held at the beginning of the year | Number of shares held at the end of the year | Increase/Decrease in shares in the year | Reason for increase/decrease | Total pre-tax remuneration received from the Company during the reporting period (in 10,000 Yuan) | Whether receive remuneration from related parties of the Company |
| Wu Jianshu | Chairman, Director | Male | 59 | 2020-10-19 | 2023-10-18 | 7,210,308 | 7,210,308 | 0 | 0 | No | |
| Wang Bin | Chairman, Managing Director | Male | 48 | 2020-10-19 | 2023-10-18 | 300 | No | ||||
| Pan Xiaoyong | Chairman, Vice general manager | Male | 42 | 2020-10-19 | 2023-10-18 | 500 | No | ||||
| Wu Weifeng | Chairman, Vice general manager | Male | 45 | 2020-10-19 | 2023-10-18 | 350 | No | ||||
| Jiang Kaihong | Chairman, Vice general manager | Male | 52 | 2020-10-19 | 2023-10-18 | 200 | No | ||||
| Wang Weiwei [Note 1] | Director | Male | 39 | 2022-02-10 | 2023-10-18 | 150 | No | ||||
| Zhou Ying | Independent director | Female | 46 | 2020-10-19 | 2023-10-18 | 5 | No | ||||
| Zhao Xiangqiu | Independent director | Female | 53 | 2020-10-19 | 2023-10-18 | 5 | No | ||||
| Wang Yongbin | Independent director | Male | 66 | 2020-10-19 | 2023-10-18 | 5 | No | ||||
| Wang Mingzhen | Board Secretary | Male | 44 | 2020-10-19 | 2023-10-18 | 65 | No | ||||
| Yan Qunli | Board Chairman, | Male | 51 | 2020-10-19 | 2023-10-18 | 70 | No |
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
| Supervisor | |||||||||||
| Duan Xiaocheng | Supervisor | Male | 41 | 2020-10-19 | 2023-10-18 | 90 | No | ||||
| Li Weiguo [Note 2] | Staff representative, supervisor | Male | 50 | 2022-03-14 | 2023-10-18 | 26 | No | ||||
| Hong Tieyang | Financial Director | Male | 45 | 2020-10-19 | 2023-10-18 | 55 | No | ||||
| Wang Chengcai(left) | Staff representative, supervisor | Male | 42 | 2020-10-19 | 2022-03-14 | 3.68 | No | ||||
| Total | / | / | / | / | / | 7,210,308 | 7,210,308 | / | 1,824.68 | / |
Note 1: On 10 February 2022, Mr. Wang Weiwei was approved by the 2022 first extraordinary general meeting on February 10, 2022 and appointed as a director ofthe Fourth Board of Directors in additional election;Note 2: On 14 March 2022, Mr. Li Weiguo was approved by the congress of workers and staff and appointed as a supervisor of the Fourth Board of Supervisors inby-election.
| Name | Working Experience |
| Wu Jianshu | Formerly as Chairman of Ningbo Tuopu Vibration Control System Co., Ltd., Chairman of Ningbo Tuopu Soundproof System Co., Ltd., Chairman of Ningbo Tuopu Coupling Co., Ltd., Chairman of Ningbo Tuopu Automobile Special Rubber Co., Ltd., Chairman of Ningbo Tuopu Brake System Co., Ltd. Currently in the capacity of Chairman of MECCA INTERNATIONAL HOLDING (HK) LIMITED, Chairman and Director of the Company. |
| Wang Bin | Formerly as Vice general manager of Ningbo Economic and Technological Development Zone Tuopu Industrial Co., Ltd., Director and General manager of Ningbo Tuopu Vibration Control System Co., Ltd., General manager of Ningbo Tuopu Import and Export Co., Ltd., Vice general manager and Director of Ningbo Tuopu Brake System Co., Ltd. Currently in the capacity of Director and General manager of the Company. |
| Pan Xiaoyong | Formerly as Vice President of Ningbo Tuopu Acoustics Vibration Technology Co., Ltd., Manager of System Development Department of Ningbo Tuopu Acoustics Vibration Technology Co., Ltd., and Director of Ningbo Tuopu Brake System Co., Ltd. Currently in the capacity of President of Ningbo Ushone Electronic Chassis Co., Ltd. and Director and Deputy GM (Vice President) of the Company. |
| Wu Weifeng | Formerly as Director of of Ningbo Tuopu Acoustics Vibration Technology Co., Ltd., General manager of Ningbo Tuopu Automobile Special Rubber Co., Ltd., General manager of Ningbo Bahe Mould Co., Ltd., Vice general manager of Ningbo Tuopu Soundproof System Co., Ltd., Vice general manager and Director of Ningbo Tuopu Brake System Co., Ltd. Currently in the capacity of Director and Vice general manager of the Company. |
| Jiang Kaihong | Formerly as Manager of Engineering Department of Ningbo Economic and Technological Development Zone, Director of R&D Center of Ningbo Tuopu Vibration Control System Co., Ltd., President of Ningbo Tuopu Automobile Parts Co., Ltd., Vice President of Electronic System Division of Ningbo Tuopu Brake System Co., Ltd.Currently in the capacity of Director and Deputy GM (Vice President) of the Company, and Senior General Manager of Ningbo Ushone Electronic Chassis Co., Ltd. |
| Wang Weiwei | Formerly as General manager of Intelligent braking system and Stability Control System of Ningbo Tuopu Group Co., Ltd., currently in the capacity of Director of the Company, General Manager of Brake System of Ningbo Ushone Electronic Chassis Co., Ltd. |
| Zhou Ying | CPA, CPV. Formerly worked in Beilun Finance Bureau, currently serve Ningbo Donghai Accounting Firm. Currently in the capacity of independent |
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
| director of the Company. | |
| Zhao Xiangqiu | Formerly as a practicing lawyer in Zhejiang Fanxin Law Firm, currently as a lawyer, partner and executive director of Zhejiang Yahui Law Firm. Currently as a lawyer and partner of Zhejiang Tai’an Law Firm. Currently as an independent director of the Company. |
| Wang Yongbin | Formerly taught in Zhejiang Agricultural University at Ningbo after graduation, formerly as a professor of machinery at Zhejiang Wanli University, the first tutor of master candidates, General manager of the Institute of Mechatronic System Technology, Director of Mechatronic System Technology Laboratory, now retired. Currently as an independent director of the Company, concurrently hold the office of independent director in Ningbo Jifeng Auto Parts Co., Ltd. (603997.SH), NBTM New Materials Group Co., Ltd. (600114.SH), Zhejiang LERA New Energy Power Technology Co., Ltd., and Ningbo Da Zhi Machine Technology Co., Ltd. |
| Wang Mingzhen | Formerly as General manager of Ningbo Tuopu Import and Export Co., Ltd.., Supervisor of Ningbo Tuopu Group Co., Ltd. Currently as Board Secretary of the Company. |
| Yan Qunli | Formerly as Director of Mold Center, Project Manager of Engineering Department and Manager of Engineering Department of Ningbo Ningbo Economic and Technological Development Zone Tuopu Industrial Co., Ltd., Vice general manager of Marketing of Ningbo Tuopu Automobile Parts Co., Ltd., General manager of Vibration Control System NO.1 Department of Ningbo Tuopu Brake System Co., Ltd., and Director and Vice general manager of Ningbo Tuopu Brake System Co., Ltd. Current as the chairman of Board of Supervisors of the Company. |
| Duan Xiaocheng | Formerly as System Integration Section Chief of Ningbo Tuopu Acoustics Vibration Technology Co., Ltd., Chief Engineer of R&D Center of Ningbo Tuopu Group Co., Ltd., and Vice President of R&D Center of Ningbo Tuopu Group Co., Ltd. Currently in the capacity of President of Powertrain and Chassis Division and Supervisor of the Company. |
| Li Weiguo | Formerly as Planning Director and Group Management Representative of Ningbo Tuopu Group Co., Ltd. Currently as Managing Director of Management Department and Staff Representative Supervisor of the Company. |
| Hong Tieyang | Formerly as Financial Officer of Ningbo Huazhong Plastic Products Co., Ltd., Project Manager of Ningbo Zhongcheng Tax Accountant Firm, and Financial Manager of Ningbo Tuopu Group Co., Ltd. Currently as Financial Director of the Company. |
| Wang Chengcai | Holder of Master Degree of Laws, Economist. Formerly as a lecturer at the School of Humanities and Social Sciences of Jingchu Institute of Technology, part-time lawyer at Hubei Fazhixing Law Firm, legal counsel assistant of China Youngman Automobile Group Co., Ltd., legal specialist of SELF Electronics Co., Ltd., Manager of Legal Department of Ningbo Cixing Co., Ltd.Supervisor and Legal Director of the Company, left Tuopu Group on 14 March 2022. |
Other Notes
□Applicable √Non-applicable
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
（2）Office held by current and resigned directors, supervisors and officers during the reportingperiod
1. Office held in corporate shareholder
√Applicable □Non-applicable
| Name of persons in office | Name of corporate shareholder | Office held in corporate shareholder | Date of office held | Date of end of office |
| Wu Jianshu | MECCA INTERNATIONAL HOLDING （HK） LIMITED | Chairman | 2008-07-21 | |
| Note to office held in corporate shareholder | No | |||
2. Office held in other entities
√Applicable □Non-applicable
| Name of persons in office | Name of other entity | Office held in other entity | Date of office held | Date of end of office |
| Zhou Ying | Ningbo Donghai Accounting Firm | Manager | ||
| Zhao Xiangqiu | Zhejiang Yahui Law Firm | Lawyer, partner | ||
| Wang Yongbin | Ningbo Jifeng Auto Parts Co., Ltd. | Independent director | ||
| Wang Yongbin | NBTM New Materials Group Co., Ltd. | Independent director | ||
| Wang Yongbin | Zhejiang LERA New Energy Power Technology Co., Ltd. | Independent director | ||
| Wang Yongbin | Ningbo Da Zhi Machine Technology Co., Ltd. | Independent director | ||
| Notes to office held in other entities | No | |||
（3）Remuneration of Directors, Supervisors and Officers
√Applicable □Non-applicable
| Decision-making procedure as to the remuneration of directors, supervisors and officers | Under the “Articles of Association”, the remuneration of directors and supervisors is decided at the general meeting; the remuneration of officers is decided by the Board of Directors. |
| Basis for fixing the remuneration of directors, supervisors and officers | Fixed according to the industry and local conditions, by referring to the comparable standard of similar listed companies and the actual condition of the Company, where applicable |
| Actual payment of the remuneration of directors, supervisors and officers | During the reporting period, the remunerations of directors, supervisors and officers have been paid. |
| Total remuneration received by all directors, supervisors and officers at the end of the reporting period | RMB 18.2468 million |
（4）Changes in directors, supervisors and officers
√Applicable □Non-applicable
| Name | Office held | Changes | Reason for change |
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
| Wang Weiwei | Director | Elected | Director appointed in additional election |
| Li Weiguo | Staff representative supervisor | Elected | Appointed in by-election after the former staff representative supervisor resigned |
| Wang Chengcai | Staff representative supervisor | left | Resigned |
(5)Notes to punishments imposed by securities regulatory institutions over the past three years
□Applicable √Non-applicable
(6)Others
□Applicable √Non-applicable
V. Information about the Board of Directors held during the reporting period
| Session | Date of convention | Resolution |
| The Fourth Board of Directors The Sixteenth Meeting | 2022-1-20 | The following proposals were considered and passed: 1. "Proposal on Amending the Articles of Association" 2. "Proposal on Amending the Rules of Procedure of the Board of Directors" 3. "Proposal on the By-election of Directors " 4. "Proposal on Calling for the Convention of the First Extraordinary General Meeting of Shareholders in 2022" |
| The Fourth Board of Directors The Seventeenth Meeting | 2022-1-29 | The following proposals were considered and passed: 1. "Proposal on Establishing Wholly-owned Subsidiaries" 2. "Proposal on Bidding for the Right to Use State-owned Construction Land" |
| The Fourth Board of Directors The Eighteenth Meeting | 2022-4-13 | The following proposals were considered and passed: 1. "Proposal on the Work Report of the Board of Directors in 2021" 2. "Proposal on the Work Report of Independent Directors in 2021" 3. "Proposal on the Work Report of the Audit Committee of the Board of Directors in 2021" 4. "Proposal on the Work Report of General Manager in 2021" 5. "Proposal on the Annual Financial Final Account Report in 2021" 6. "Proposal on the Internal Control Evaluation Report in 2021" 7. "Proposal on the Deposit and Use of Raised Funds in 2021" 8. "Proposal on Applying for Credit Lines from Banks and Non-bank Financial Institutions in 2022" 9. "Proposal on Initiating Bill Pool Business in 2022" 10. "Proposal on the Renewal of Auditing Institutions in 2022" 11. "Proposal on the Accrual of Goodwill Impairment Provisions" 12. "Proposal on Profit Distribution in 2021" 13. "Proposal on the Full Text and Abstract of the 2021 Annual Report" 14. "Proposal on Confirming Related Party Transactions in 2021" 15. "Proposal on Forecasting Daily Connected Transactions in 2022" 16. "Proposal on Entrusting Financial Management with Certain Temporarily Idle Proceeds" 17. "Proposal on Using Part of Temporarily Idle Proceeds to Supplement Working Capital" 18. "Proposal on Initiating Financial Lease Sale and Leaseback Business" 19. "Proposal on Amending the Rules of Procedure of the General |
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
| Meeting" 20. "Proposal on Amending the Proceeds Management System" 21. "Proposal on Amending the <Company's Shares Held by Directors, Supervisors and Senior Management and Their Change Management System>" 22. "Proposal on Amending the Rules of Procedure of the Audit Committee of the Board of Directors" 23. "Proposal on Amending the Rules of Procedure of the Strategy and Investment Committee of the Board of Directors" 24. "Proposal on Amending the Rules of Procedure of the Nomination Committee of the Board of Directors" 25. "Proposal on Amending the Rules of Procedure of the Remuneration and Assessment Committee of the Board of Directors" 26. "Proposal on Proposal to Convene the 2021 Annual General Meeting" | ||
| The Fourth Board of Directors The Nineteenth Meeting | 2022-4-21 | The following proposal was considered and passed: 1. "Proposal on <2022 First Quarter Report>" |
| The Fourth Board of Directors The Twentieth Meeting | 2022-5-27 | The following proposals were considered and passed: 1. "Proposal on Changing Certain Investment Projects Utilizing Proceeds" 2. "Proposal on Adjusting the Schedule of Certain Investment Projects Utilizing Proceeds " 3. "Proposal on Convening the Second Extraordinary General Meeting in 2022" |
| The Fourth Board of Directors The Twenty-first Meeting | 2022-7-11 | The following proposals were considered and passed: 1. "Proposal on Further Clarifying the Public Issuance of Convertible Corporate Bonds" 2. "Proposal on Public Issuance of Convertible Corporate Bonds" 3. "Proposal on Establishing a Special Account for Proceeds from the Public Issuance of Convertible Corporate Bonds and Executing an EscrowAgreement" |
| The Fourth Board of Directors The Twenty-second Meeting | 2022-8-12 | The following proposals were considered and passed: 1. "Proposal on Adding Entrusted Financail Management Limit of Idle Proceeds" 2. "Proposal on Temporarily Supplementing the Limit of Working Capital with Additional Idle Proceeds" 3. "Proposal on Capital Increase of Wholly Owned Subsidiaries" 4. "Proposal on Using Proceeds to Replace Self-raised Funds Pre-invested in Proceeds Investment Projects" 5. "Proposal on Using an Equivalent Amount of Proceeds to Replace Bank Acceptance Bills Pre-invested in Proceeds Investment Projects " |
| The Fourth Board of Directors The Twenty-third Meeting | 2022-8-24 | The following proposals were considered and passed: 1. "Proposal on <The 2022 Semi-annual Report of Tuopu Group " and its Summary" 2. "Proposal on <Special Report on the Deposit and Use of Proceeds by Tuopu Group in the 2022 Semi-Annual Period"" 3. "Proposal on Establishing a Wholly-owned Subsidiary" 4. "Proposal on Bidding for the Right to Use State-owned Construction Land" 5. "Proposal on Capital Increase of Wholly Owned Subsidiaries" |
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
| The Fourth Board of Directors The Twenty-fourth Meeting | 2022-9-28 | The following proposals were considered and passed: 1. "Proposal on Investing in Mexico" 2. "Proposal on Authorizing the Contract Execution for the Purchase of Industrial Land in Mexico" 3. "Proposal on Amending the Investor Relations Management System" |
| The Fourth Board of Directors The Twenty-fifth Meeting | 2022-10-11 | The following proposal was considered and passed: 1. "Proposal on Bidding for the Right to Use State-owned Construction Land" |
| The Fourth Board of Directors The Twenty-sixth Meeting | 2022-10-27 | The following proposals were considered and passed: 1. "Proposal on <The 2022 Third Quarter Report of Tuopu Group>" 2. "Proposal on Bidding for the Right to Use State-owned Construction Land" |
| The Fourth Board of Directors The Twenty-seventh Meeting | 2022-12-9 | The following proposals were considered and passed: 1. "Proposal on Qualifying for Non-public Issuance of Stocks" 2. "Proposal on the 2022 Non-public Issuance of Stock Plan" 3. "Proposal on <The 2022 Non-public Issuance Plan of Ningbo Tuopu Group Co., Ltd.>" 4. "Proposal on the Feasibility Analysis Report on the Use of Proceeds from Non-public Issuance of Stocks" 5. "Proposal on the Special Report on the Use of Previous Proceeds" 6. "Proposal on the non-public offering of stocks to dilute immediate returns and take filling measures and related subject commitments" 7. "Proposal on Proposing to the General Meeting of Shareholders to Authorize the Board of Directors and its Authorized Persons to Handle Matters Concerning the Non-public Issuance of Stocks" 8. "Proposal on Convening the Third Extraordinary General Meeting of Shareholders in 2021" |
VI.Performance of Duties by Directors
(1)Information about the presences of directors in board meeting and general meeting
| Name of director | Whether as independent director | Presences in board meeting | Presences in general meeting | |||||
| Number of mandatory attendances in board meeting this year | Number of attendances in person | Number of attendances by communication means | Number of attendances by proxy | Number of absences | Whether failed to present in two consecutive meetings in person | Number of presences | ||
| Wu | No | 12 | 12 | 0 | 0 | 0 | No | 4 |
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
| Jianshu | ||||||||
| Wang Bin | No | 12 | 12 | 0 | 0 | 0 | No | 4 |
| Pan Xiaoyong | No | 12 | 12 | 1 | 0 | 0 | No | 4 |
| Wu Weifeng | No | 12 | 12 | 0 | 0 | 0 | No | 4 |
| Jiang Kaihong | No | 12 | 12 | 0 | 0 | 0 | No | 4 |
| Wang Weiwei | No | 10 | 10 | 1 | 0 | 0 | No | 3 |
| Zhou Ying | Yes | 12 | 12 | 0 | 0 | 0 | No | 4 |
| Zhao Xiangqiu | Yes | 12 | 12 | 0 | 0 | 0 | No | 4 |
| Wang Yongbin | Yes | 12 | 12 | 0 | 0 | 0 | No | 4 |
Notes to failure to be present in two consecutive meetings board meetings
□Applicable √Non-applicable
| Number of board meetings convened in the year | 12 |
| Including: number of on-site meetings | 10 |
| Number of meetings convened by communication means | 0 |
| Number of meetings convened on site by communication means | 2 |
(2) Information about the objections raised by directors against related matters
□Applicable √Non-applicable
(3)Others
□Applicable √Non-applicable
VII. Information about Special Committees under the Board
√Applicable □Non-applicable
√适用 □不适用
(1) . Members of special committees under the Board of Directors
| Category of Special Committees | Name of Member |
| Auditing Committee | Zhou Ying(Chairman, Convenor)、Wang Yongbin、Wang Bin |
| Nomination Committee | Wang Yongbin(Chairman, Convenor)、Zhao Xiangqiu、Wu Jianshu |
| Remuneration and Assessment Committee | Zhao Xiangqiu(Chairman, Convenor)、Zhou Ying、Wu Jianshu |
| Strategy Committee | Wang Bin(Chairman, Convenor)、Pan Xiaoyong、Wu Weifeng |
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
(2) Four meetings held by the Auditing Committee during the reporting period
| Date of convention | Session | Key Opinions and Suggestions | Other Circumstances about Performance of Duties |
| April 2, 2022 | The Fourth Board of Directors The Sixth Working Meeting of the Auditing Committee | The following items were discussed and passed: 1. "Proposal on the Work Report of the Audit Committee of the Board of Directors in 2021" 2. "Proposal on the 2021 Annual Financial Final Account Report" 3. "Proposal on the 2021 Internal Control Evaluation Report" 4. "Proposal on the Deposit and Use of Proceeds in 2021" 5. "Proposal on Reappointment of Auditor for 2022" 6. "Proposal on the Accrual of Goodwill Impairment Provisions" 7. "Proposal on Profit Distribution in 2021" 8. "Proposal on the Full Text and Abstract of the 2021 Annual Report" 9. "Proposal on Recognizing Related Party Transactions in 2021" 10. "Proposal on Forecasting Daily Related Party Transactions in 2022" 11. "Proposal on Entrusting Financial Management with Certain Temporarily Idle Proceeds" 12. "Proposal on Using Part of Temporarily Idle Proceeds to Supplement Working Capital" 13. "Proposal on Amending the Rules of Procedure of the Audit Committee of the Board of Directors" | |
| April 11, 2022 | The Fourth Board of Directors The Seventh Working Meeting of the Auditing Committee | The following items was discussed and passed: 1. "Proposal on <The 2022 First Quarter Report>" | |
| August 12, 2022 | The Fourth Board of Directors The Eighth Working Meeting of the Auditing Committee | The following items were discussed and passed: 1. "Proposal on <The 2022 Semi-annual Report of Tuopu Group> and its summary" 2. "Proposal on <Special Report on the Deposit and Use of Proceeds by Tuopu Group in the 2022 Semi-Annual Period"" | |
| October 17, 2022 | The Fourth Board of Directors The Ninth Working Meeting of the Auditing Committee | The following item was discussed and passed: 1. "Proposal on <The 2022 Third Quarter Report of Tuopu Group" |
(1). The Nomination Committee held the first meeting during the reporting period
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
| Date of convention | Session | Key Opinions and Suggestions | Other Circumstances about Performance of Duties |
| January 10, 2022 | The First Working Meeting of the Nomination Committee of the Fourth Board of Directors | The "Proposal on the By-election of Directors of the Company" was considered and passed. After reviewing the candidate's experience and background, the Nomination Committee maintains that Mr. Wang Weiwei qualifies as a director of a listed company and is competent of serving as a director, and complies with the provisions of "Company Law", "Shanghai Stock Exchange Stock Listing Rules" and the Articles of Association, Mr. Wang Weiwei was elected as the non-independent director candidate of the fourth Board of Directors. |
(2). The Remuneration and Assessment Committee held the second meeting during the reportingperiod
| Date of convention | Session | Key Opinions and Suggestions | Other Circumstances about Performance of Duties |
| April 2, 2022 | The Fourth Board of Directors The Third Working Meeting of Remuneration and Assessment Committee | The following items were discussed and passed: In 2021, the Company strictly abided by the "Labor Law"; the management fulfilled the due diligence; all employees were paid wages in full sum and time by operation of law. | |
| August 12, 2022 | The Fourth Board of Directors The Fourth Working Meeting of Remuneration and Assessment Committee | The following items were discussed and passed: In the first half of 2021, the Company strictly abided by the "Labor Law"; the management fulfilled the due diligence; all employees were paid wages in full sum and time by operation of law. |
(3). The Strategy and Investment Committee held the second meeting during the reporting period
| Date of convention | Session | Key Opinions and Suggestions | Other Circumstances about Performance of Duties |
| September 16,2022 | The Fourth Board of Directors The Fifth Working Meeting of Strategy and Investment Committee | The following items were considered and passed: 1. "Proposal on Investing in Mexico" 2. "Proposal on Authorizing the Contract Execution for the Purchase of Industrial Land in Mexico" | |
| November | The Fourth Board | The following items was considered and passed: |
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
| 29,2022 | of Directors The Sixth Working Meeting of Strategy and Investment Committee | 1. "Proposal on the 2022 Non-public Issuance of Stock Plan" |
(5). Particulars about the Objected Matters
□Applicable √Non-applicable
VIII. Notes to Risks Identified by the Board of Supervisors
□Applicable √Non-applicable
The Supervisory Committee has no objection to the supervision matters during the reporting period.
IX. Employees of the Parent and Major Subsidiaries at the End of The Reporting Period
(1)Staff members
| Number of staff members serving the parent company | 5,779 |
| Number of staff members serving major subsidiaries | 11,833 |
| Total number of staff members in service | 17,612 |
| Number of retiring employees to whom the parent company and other subsidiaries have to bear costs and expenses | |
| Composition of job positions | |
| Category of job positions | Number of specialists |
| Production staff | 9,656 |
| Marketing staff | 469 |
| Technical staff | 4,614 |
| Financial staff | 233 |
| Administrative staff | 2,640 |
| Total | 17,612 |
| Education Background | |
| Category of education | Number of members (persons) |
| Holders of doctoral, master degrees | 151 |
| Holders of bachelor degrees | 2,016 |
| Graduated from junior college, technical secondary school | 5,988 |
| Others | 9,457 |
| Total | 17,612 |
(2)Salary policy
√Applicable □Non-applicable
In line with the strategic development needs, coupled with the industry-wide salary and the localsalary level, the company has drawn up a set of incentive compensation system, and the salarydistribution is moderately inclined to strategic talents, salesforce and technical R&D specialists.Adhering to the concept of sustainable development, the Company is working to improve employeewelfare and treatment in the rapid development to share the deliverables and enhance employees' senseof gain; it further continues to give more promotion opportunities to young talents in service, providethem with "open, fair and just" career platform for competitive opportunities. The compensation policyis subject to a change from time to time as appropriate to development, personnel supply, and external
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
industry salary conditions. In line with the sustainable development track, it will continue to solicit moreelites to grow together.
(3)Training plan
√Applicable □Non-applicable
Based on the characteristics of the automobile industry and the development plan, the Company hasdrawn up a systematic and efficient training system, and continuously improved its independentevaluation system for engineers and skilled talents, with a view to serving its personnel needs in respectof R&D, technology, QC, quality, production, procurement, shipping, sales, finance, IT and humanresources. The Company provides staff members with various opportunities for professional learning,engagement in industry technical exchanges and management forums, so as broaden global horizon ofspecialists, give employees at different levels an access to systematic training, acquire good expertiseand skills, and improve their business and management capabilities. The long-term sustainabledevelopment has built up a strong pool of talents.
(4)Outsourcing of labor services
□Applicable √Non-applicable
X.The plan for the profit distribution of common stocks or the transfer of capital reserves
(1) Preparation, execution or adjustment of cash dividend policy
√Applicable □Non-applicable
1. Formulation of cash dividend policy
On 19 April 2021, the Company held the sixth meeting of the fourth session of the Board ofDirectors, and considered and approved the "Proposal on the Plan for Shareholder Dividends andReturns in the Next Three Years (2021-2023)". On 10 May 2021, the company held the 2020 AnnualGeneral Meetin at which the above proposal was consideredand approved. The cash dividend policy ascontained in the "Shareholder Dividend Return Plan for the Next Three Years (2021-2023)" is describedas follows:
Factors under consideration: The Company pinpoints long-term sustainable development. Giventhis, efforts should be done to consider the actual operating conditions, development goals, externalfinancing environment, and the requirements and wills of investors, especially small and mediuminvestors in all aspects, and establish a sustainable, stable, rational return planning and mechanism,making institutional arrangements for dividend distribution, guarantee reasonable returns brought toinvestors, and ensure the continuity and stability of the dividend distribution policy.
Drawing up principles: the Company applies a positive profit distribution policy and valuesreasonable investment returns for investors. The Company should maintain the continuity and stabilityof the profit distribution policy while taking into account the long-term interests, the overall interests ofall shareholders and the sustainable development of the Company. The Board of Directors, Board ofSupervisors and general meeting shall consider the opinions of independent directors and publicinvestors in the decision-making process and justification of profit distribution policies in all aspects.
Form of profit distribution: If the Company is eligible for distribution of cash dividends, the profitdistribution method of cash dividends is preferred. Profits can be distributed in cash, stock, or acombination of both.
Conditions for distribution of cash dividends: Cash dividends can be distributed where thefollowing conditions are satisfied:
(1) The distributable profit realized by the Company in the year (the profit after tax netting of coveringlosses and drawing the provident fund) is a positive value;
(2) The auditor issues a standard unqualified audit report on the annual financial report. With the aboveconditions for dividend distribution are satisfied, after the company has fully reserved the statutoryreserve fund and surplus reserve fund, if there is no major cash payment or other events, the profitdistributed in cash in a year, in principle, shall not be less than 30% of the distributable profit realized inthe year.Significant cash expenditure refers to one of the following circumstances:
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
① The accumulative expenses of the proposed foreign investment, acquisition of assets, equity orpurchase of equipment, land and real estate over a course of the next twelve months have reached orexceeded 30% of the last audited net assets;
② The accumulative expenses of the proposed foreign investment, acquisition of assets, equity orpurchase of equipment, land and real estate over a course of the next twelve months have reached orexceeded 20% of the last audited net assets;Provided that there are sufficient cash dividends available for distribution, the Company may otherwiseincrease stock dividend distribution and capital reserve. If the Board of Directors fails to make an annualcash profit distribution plan, or the annual cash profit distribution ratio is less than 30% of thedistributable profits realized in the year, it is necessary to account for following circumstances:
① In view of the characteristics of the industry in which it currently engages, the stage of development,business model, profit level, and whether there are major capital expenditure arrangements, account forthe reasons for failing to distribute cash dividends or distributing cash dividends at a low level;
② The specific use of the retained undistributed profits and the relevant estimated income;
③ The independent opinions expressed by independent directors on the rationality of no or low level ofdistribution of cash dividends. After the end of each fiscal year, the Board of Directors comes up with adividend distribution proposal and submits it to the general meeting for consideration. The Companyembraces suggestions and supervision from all shareholders, independent directors, supervisors andpublic investors on the dividend distribution.Percent and time interval of cash dividends: The Board of Directors should consider factors, such asthe characteristics of the industry in which it currently engages, the stage of development, businessmodel, profit level, and whether there are major capital expenditure arrangements, tell the differences ofthe following circumstances, and propose differentiated cash dividend policy following the proceduresas set out in the Articles of Association:
(1) If the development stage is mature and there is no major capital expenditure arrangement over acourse of the next twelve months, at the time of making profit distribution, the percent of cash dividendsin this profit distribution should be at least 80%;
(2) If the development stage is mature and there is no major capital expenditure arrangement over acourse of the next twelve months, at the time of making profit distribution, the percent of cash dividendsin this profit distribution should be at least 40%;
(3) If the development stage is mature and there is no major capital expenditure arrangement over acourse of the next twelve months, at the time of making profit distribution, the percent of cash dividendsin this profit distribution should be at least 40%;
(4) If the development stage is mature and there is no major capital expenditure arrangement over acourse of the next twelve months, at the time of making profit distribution, the percent of cash dividendsin this profit distribution should be at least 20%;If it is difficult to identify the development stage but there are major capital expenditure arrangementsover a course of the next twelve months, the preceding paragraph may apply.In principle, the company distributes cash dividends ifthe relevant plant has been considred andapproved by the annual general meeting. The Board of Directors can propose the company to distributeinterim cash dividends based on the profitability and capital needs.Conditions for distribution of stock dividends: Where the operating conditions are good and theBoard of Directors believes that the distribution of stock dividends inure to the overall interests of allshareholders, it can propose a stock dividend distribution plan provided that there are sufficient cashdividends available for distribution. Where stock dividends are used for profit distribution, there shouldbe real and reasonable factors such as the growth of the company and the dilution of net assets per share.Decision procedures and mechanisms: The annual profit distribution plan is proposed and drawn upby the Board of Directors in combination with the provisions of this proposal, profitability, capitalsupply and demand, and independent directors express independent opinions on the profit distributionplan, and submit it to the general meeting for consideration and approval following proper considerationand approval by the Board of Directors. Independent directors can ask for opinions from minorityshareholders, put forward dividend proposals, and submit it directly to the Board of Directors forconsideration and approval. Where the general meeting considers on the profit distribution plan, theCompany shall provide shareholders with online voting methods, communicate and communicate withshareholders, especially small and medium shareholders through a plurality of channels, listen to theopinions and appeals of small and medium shareholders, and promptly answer the concerns of small andmedium shareholders. As soon as the a resolution on the profit distribution plan is adopted at the general
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
meeting, the Board of Directors must complete the distribution of dividends (or shares) within 2 monthsafter the convention of general meeting. If the Company is profitable in the current year and qualifies forcash dividends, but the Board of Directors fails to submit a profit distribution plan to the general meetingunder the established profit distribution policy, it shall give the reasons, the purpose and utilization planof the funds not used for dividends retained in the company in the regular report, and independentdirectors will express independent opinions.Changes in the company-specific profit distribution policy: The Company should draw up or adjustdividend return plans and protocols as appropriate and in conjunction with the opinions of shareholders(especially public investors) and independent directors. However, the Company should procure thecurrent and future dividend return plans and protocols not to violate the following principles: when theCompany is profitable in the year and qualifies for cash dividends, the company should distributedividends in cash, and the profit distributed in cash must not be less than 20% of the current profitdistribution.If it is necessary to adjust the profit distribution policy due to major changes in the external businessenvironment or its own business conditions, the protection of shareholders’ rights and interests should betaken as the starting point, and the reasons should be demonstrated and explained in detail in theproposal of the general meeting of shareholders; the adjusted profit distribution policy must not violatethe provisions of the CSRC. The relevant regulations of the board of directors and the stock exchange;the proposal on adjusting the profit distribution policy must be submitted to the general meeting ofshareholders for approval after being considered and approved by the board of directors and the board ofsupervisors. Independent directors should express independent opinions on the proposal, and the generalmeeting of shareholders should adopt online voting Provide conditions for public shareholders to attendand vote in other ways. The profit distribution policy adjustment plan shall be approved by more than2/3 of the voting rights held by the shareholders present at the general meeting.Material change in the external business environment or operating conditions shall refer to: 1. Materialchanges in national laws, regulations and industry policies cause a major adverse impact on theproduction and operation, resulting in the operating losses; 2. Force majeure factors such as wars andnatural disasters have caused major adverse effects on the production and operation, resulting inoperating losses of the company; 4. Other matters as stipulated by the China Securities RegulatoryCommission and the stock exchange.
2. Implementation of cash dividend policy
At the 2021 annual general meeting, held on 19 May 2022, the 2021 annual profit distribution planproposed by the Board of Directors was considered and approved: with total shares of 1,102,046,572shares on the announcement date of the profit distribution plan as the base number, RMB 2.78 (with taxincluded) per 10 shares was distributed to all shareholders as cash dividends. Based on this calculation,the cash dividends proposed for distribution is RMB 306,368,947.02 (with tax included), and theremaining undistributed profits will be rolled over to the next year. The Company will not convert anypublic reserve funds into additional share capital or issue any bonus shares this year. The companycompleted the distribution of the above dividends on 6 June 2022.
(2) Special note to cash dividend policy
√Applicable □Non-applicable
| Whether this policy complies with the provisions of these Articles of Association or the requirements of the resolutions of the general meeting | √Y □N |
| Whether the dividend standard and proportion are definitive and clear? | √Y □N |
| Whether the relevant decision procedures and mechanisms are complete? | √Y □N |
| Whether independent directors have performed their duties of due diligence and fulfilled due roles? | √Y □N |
| Whether the minority shareholders have the chance to fully express their opinions and demands, and whether their legitimate rights and interests are fully protected? | √Y □N |
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
(3) If the Company earns profit during the reporting period and the parent's profit available toshareholders for distribution is positive, but no cash profit distribution plan has been proposed,the Company is required to give the exact reasons and the intended use and the plan of utilizingundistributed profits.
□Applicable √Non-applicable
(4) Profit distribution and the circumstandes at which capital reserves are converted intoadditional shares during the reporting period
√Applicable □Non-applicable
Unit:Yuan Currency:RMB
| Number of bonus issues (stocks) every 10 shares | |
| Number of dividends distributed (yuan) (with tax included) every 10 shares | 4.63 |
| Number of additional shares (stocks) every 10 shares | |
| Amount of cash dividends (with tax included) | 510,247,562.84 |
| Net profit attributable to common shareholders of public company in the consolidated statement of dividend distribution year | 1,700,131,795.33 |
| Net profit attributable to common shareholders of public company as a percentage in the consolidated statement (%) | 30.01 |
| The amount at which the shares repurchased in cash are recognized as cash dividends | |
| Gross amount of dividends (with tax included) | 510,247,562.84 |
| Ratio of the gross amount of dividends to the net profit attributable to ordinary shareholders of the listed company in the consolidated statement (%) | 30.01 |
Ⅺ.Conditions and Impact of Equity Incentive Plan, ESOP (employee stock ownership plan) orOther Employee Incentive Measures of the Company
(1)Related incentive events have been disclosed in the provisional announcement and there is noprogress or change in subsequent implementation
□Applicable √Non-applicable
Incentives that are not disclosed in the provisional announcement or there is a progress in subsequentimplementationCondition of equity incentives
□Applicable √Non-applicable
Other notes
□Applicable √Non-applicable
ESOP
□Applicable √Non-applicable
Other incentives
□Applicable √Non-applicable
(2)Share incentives granted by directors, supervisors and officers during the reporting period
□Applicable √Non-applicable
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
(3)During the reporting period, the evaluation mechanism for officers, as well as the condition ofestablishment and implementation of the incentive mechanism
□Applicable √Non-applicable
Ⅻ. Construction and execution of internal control system during the reporting period
□Applicable □Non-applicable
During the reporting period, the Company has established a strict internal control managementsystem exactly as per the laws and regulations formulated by CSRC and those under the “Company Law”and “Articles of Association”, continued to modified and specified such internal control managementsystem in consideration of industry-wide characteristics and its business operations, improved theefficiency of business decisions, provided some guarantee for the legal compliance of businessoperations and management and the asset safety, and promoted the steady execution of companystrategies.Such internal control system is structurally reasonable, the internal control system framework suitsthe requirements of five ministries and commissions including the Ministry of Finance and the ChinaSecurities Regulatory Commission that internal control system should be complete, reasonable andeffective, and meets the needs of company management and development. The Company is modifyingthe internal control system and making it work, has attained the anticipated objective as to internalcontrol, and protected the interests of the Company and all shareholders. At the 18th session of theFourth Board of Directors, the "Proposal on the 2022 Internal Control Evaluation Report" wasconsidered and passed, and the full text of the “2021 Internal Control Evaluation Report of Tuopu Group”was disclosed on the SSE website on the same day.
Notes to significant deficiencies in internal control during the reporting period
□Applicable √Non-applicable
XIII. Management and control status of subsidiaries during the reporting period
□Applicable □Non-applicable
During the reporting period, the Company subjected its subsidiaries to total budget control andenhanced the early warning competence by modifying the effective internal control mechanism. With aninternal control system deployed from the management level to the business level, the Company furtherstrengthened the ability in total risk control by performing financial data analysis on the OA and ERPsystems.
XIV. Notes to relevant information on the internal control audit report
√Applicable □Non-applicable
The Company appointed BDO China Shu Lun Pan Certified Public Accountants LLP (SpecialGeneral Partnership) to audit its internal control and issued standard unqualified audit report. Moredetails are available in the “2022 Internal Control Audit Report of Ningbo Tuopu Group Co., Ltd.” asdisclosed on the SSE website on the same day (Xin Kuai Bao Zi [2023] No. ZF10439).
Whether the internal control audit report has been disclosed: YesType of internal control audit report： Standard and unqualified audit report
XV. Rectification of self-examining problems in the special action as to listed company governanceNon-applicable
XVI.Others
□Applicable √Non-applicable
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
Section 5 Environmental and Social Responsibility
Ⅰ.Information about environment
| Whether to establish relevant mechanisms for environmental protection | Yes |
| Funds invested in environmental protection during the reporting period (unit: in RMB 10,000) | 10,487 |
(1)Notes to the environmental protection conditions of companies and their important subsidiariesannounced by the environmental protection authority as key emission entities
√Applicable □Non-applicable
1. Information about emissions
√Applicable □Non-applicable
(1)Under the "Notice of Ningbo Municipal Bureau of Ecology and Environment on printing andhanding out the list of key emission entities in Ningbo in 2022" (Yong Huan Fa (2022) No.21), ascirculated by Ningbo Municipal Bureau of Ecology and Environment on April 8, 2022, the plantaddressed at Guanhai Road, Chunxiao Street, Beilun District, Ningbo (“Guanhai Road Plant”) isincluded on the list of key water environment emission entities and the list of key soil environmentsupervised entities; the plant addressed at Longtanshan Rd, Beilun District, Ningbo (“Longtanshan RoadPlant”) is included on the list of key soil environment supervised entities.
(2)Under the "Notice of Ningbo Municipal Bureau of Ecology and Environment on printing andhanding out the list of key emission entities in Ningbo in 2022" (Yong Huan Fa (2022) No.21), ascirculated by Ningbo Municipal Bureau of Ecology and Environment on April 8, 2022, thewholly-owned subsidiary plant Ningbo Tuopu Automotive Electronics Co., Ltd. (“Tuopu AutomotiveElectronics”) addressed in Hangzhou Bay New Area, Ningbo, is included on the list of key soilenvironment supervised entities.
(3)Under the " Notice on release of the list of key emission entities in Jinhua in 2022”, as circulatedby Jinhua Ecological Environment Bureau on March 31, 2022, Zhejiang Towin Automobile Parts Co.,Ltd., (“Zhejiang Towin”), the wholly-owned subsidiary addressed at Wuxi County Baihuashan IndustrialPark, Jinhua, is included on the list of key water environment emission entities and the list of key soilenvironment supervised entities.
(4) Under the "Notice on the list of key emission units in Sichuan in 2020 (Suining)”, as circulatedby Suining Ecological Environment Bureau on 16 March 2022, Suining Tuopu Automobile ChassisSystem (formerly known as “Sichuan Maigao Automobile Parts Co., Ltd.”), the wholly-ownedsubsidiary addressed at Industrial Concentration Development Zone of Anju, Suining, is included on thelist of key soil environment supervised entities.
2. Construction and operation of pollution control facilities
√Applicable □Non-applicable
All plants of the Company arrange production facilities in a reasonable way, improve processes andincrease the recycling of water, and reduce the emissions of sewage, waste liquid, general solid wastesand hazardous wastes. The automatic waste monitoring system is running normally and transmitting datato the environment protection authority in real time, allowing environment protection authorities at alllevels to perform real-time monitoring. Each plant has set up a yard for storage of hazardous wastes inaccordance with the measures applicable to the control of hazardous wastes, taken reasonablemeasures against seepage, leakage and overflowing, maintained the hazardous waste managementaccount and transfer form, and subjected hazardous wastes to the transfer form system.The construction and operation of pollution control facilities in the plants or subsidiaries includedon the list of key emission entities are as follows:
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
(1) Guanhai Road Plant, Longtanshan Road Plant: diversion of rainwater and sewage, diversion ofclean water and sewage, obtain the permit for urban sewage to the drainage pipeline system, and theemission permits granted by Ningbo Ecological Environment Bureau. The serial numbers of emissionpermits are Zhelun Pai Zi No. 00767 and Zhe Lun Pai Zi No. 00398, the erial numbers of pollutantdischarge permits are: 91330200761450380T001V, 91330200761450380T004Y respectively.
Production wastewater: the production wastewater as gathered from the plant area via the pipelineto the regulating tank of sewage treatment station are subject to neutralization, flocculation, coarsesedimentation, air flotation, acidifying, aerobic biochemistry reaction, sedimentation and regulating.Once acceptable to the standard, the production wastewater will be discharged to the municipal sewagepipeline, an intelligent sewage treatment control system that can prevent any unacceptable sewage fromaccessing to the municipal sewage pipeline. An automatic monitoring system is implemented in the plantarea, which allows the environmental protection authority to monitor how the sewage station operates inthe plant area.
Domestic sewage: The oily wastewater generated in the canteen is pretreated by the oil trappingfacility, and the domestic sewage is treated by the septic tank. Once acceptable to the pipelineconveyance standard designated by Chunxiao Sewage Treatment Plant, the domestic wastewater will bedischarged to the municipal sewage pipeline system.
The above wastewater and sewage subject to the treatment process are finally discharged toChunxiao municipal sewage pipeline system via a drain outlet, finally to Chunxiao Sewage Treatmentplant. The normative standard applicable to sewage discharge of Chunxiao Plant: total zinc is subject toGrade 1 standard as contained in Table 4 of the "Integrated Wastewater Discharge Standard"(GB8978-1996), other contents are subject to the pipeline conveyance standard of Chunxiao SewageTreatment Plant. Actual data of production wastewater test: total zinc is 0.038mg/L, pH value is 8.31,suspended matter is 10mg/L, COD is 55mg/L; domestic wastewater test data: pH value is 7.60,suspended matter is 97mg/L, COD It is 354mg/L, all data are acceptable.
In the plant, rubber scraps, non-conforming products in production, and scrap metal generated bymold repair are identified as general solid wastes, sorted out by category, then disposed and recycled.Waste activated carbon, waste paint slags, pickling and phosphate slags, and waste oil generated in theproduction process are identified as hazardous wastes, a yard for storage of hazardous wastes has beenset up in accordance with the national applicable provisions. The application for transfer of hazardouswastes has been submitted in accordance with the applicable management provisions of NingboEcological Environment Bureau. And the agreements for disposal of hazardous wastes have been signedwith Ningbo Beilun Environmental Solid Waste Disposal Co., Ltd., Hangzhou Fuyang Shenneng SolidWaste Environmental Recycling Co., Ltd., and Ningbo Zhende Environmental Technology Co., Ltd.
（2）Tuopu Automotive Electronics: diversion of rainwater and sewage, diversion of clean waterand sewage, obtain the permit for urban sewage to the drainage pipeline system, serial no.: Zhe ZiNo.19119; obtain the emission permit granted from Hangzhou Bay New Area Ecological EnvironmentBureau, serial no.:91330201MA2833A9XR001Q.
Production wastewater: the production wastewater as gathered from the plant area via the pipelineto the regulating tank of sewage treatment station are subject to neutralization, flocculation, coarsesedimentation, air flotation, acidifying, aerobic biochemistry reaction, sedimentation and regulating.Once acceptable to the standard, the production wastewater will be discharged to the municipal sewagepipeline of the Development Zone. Unacceptable sewage is prohibited from accessing to the municipalsewage pipeline.
Domestic sewage: The oily wastewater generated in the canteen is pretreated by the oil trappingfacility, and the domestic sewage is treated by the septic tank. Once acceptable to the pipelineconveyance standard designated by Hangzhou Bay New Area Sewage Treatment Plant, the domesticwastewater will be discharged to the municipal sewage pipeline system.
Subject to the treatment process, one pipeline of the above wastewater and sewage is discharged via02WS863 drain outlet, the other pipeline is discharged via 01WS703 drain outlet to the municipalwastewater pipeline Hangzhou Bay New Area, finally treated in the Municipal Wastewater TreatmentPlant.
The normative standard applicable to sewage discharge of Tuopu Automotive Electronics: Grade 3standard of "Integrated Wastewater Discharge Standard" (GB8978-1996 Ammonia nitrogen and totalphosphorus are subject to the "Zhejiang Local Standard Industrial Enterprise Wastewater Nitrogen andPhosphorus Pollutant Indirect Discharge Limits" (DB33/887-2013 ), then discharged into the municipal
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
sewage pipeline, and finally treated in the sewage treatment plant to meet the Grade 1 standard of the"Urban Sewage Treatment Plant Pollutant Discharge Standard" (GB18918-2002) before beingdischarged into the sea.Subject to treatment, the sewage from the Hangzhou Bay plant enters the urban pipe networkstandard. Actual test data of production wastewater: pH value is 7.5, COD is 76 mg/L, ammonianitrogen is 0.935MG/L, suspended solids is 6MG/L, petroleum is 0.13MG/L, total phosphorus is
0.04MG/L, Zinc is 0.056MG/L, and anionic surfactant is 0.12MG/L, all of which meet the specificationsIn the plant, metal scraps, non-conforming products in production, scrap metal from mold repairs,rubber scraps, and waste packaging are identified as general solid waste, collected, then disposed andutilized. Waste paint slags, pickling and phosphate slags, and waste oil generated in the productionprocess are identified as hazardous wastes, dedicated stacking field and storehouse for hazardous wastesare set up under the national provisions applicable to collection, packaging, storage, conveyance anddisposal of hazardous wastes, the storage registration account is created on Zhejiang Solid WastesMonitoring Information System, the hazardous waste transfer declaration is made on the "National SolidWaste and Chemical Management Information System" in line with the hazardous waste controlrequirements of the Environmental Protection Bureau,The agreements for disposal of hazardous wasteswere executed with Ningbo Beilun Environmental Protection Solid Waste Disposal Co., Ltd., ZhejiangKaikang Metal Products Co., Ltd., Ningbo Bochuan Waste Liquid Disposal Co., Ltd., DongyangMeichen Industry and Trade Co., Ltd., Ningbo Juxin Environmental Protection Products Co., Ltd.,Zhejiang Lyuchen Environmental Protection Technology Co., Ltd. and Zhejiang EnvironmentalProtection Group Beilun Shangke Environmental Protection Technology Co., Ltd.
（3）Zhejiang Towin: diversion of rainwater and sewage, diversion of clean water and sewage,obtain the permit for urban sewage to the drainage pipeline system, serial no.: Zhe Wu Wu Pai Zi No.2022085; obtain the emission permit granted from Jinhua Ecological Environment Bureau, serialno.:91330723MA29PBM72F001U.Production wastewater: the production wastewater as gathered from the plant area via the pipelineto the regulating tank of sewage treatment station are subject to neutralization, flocculation, coarsesedimentation, air flotation, acidifying, aerobic biochemistry reaction, sedimentation and regulating.Once acceptable to the standard, the production wastewater will be discharged to the municipal sewagepipeline of the Development Zone. An automatic monitoring system is implemented to prevent anyunacceptable sewage from accessing to the municipal sewage pipeline. The environmental protectionauthorities at all levels across the nation can monitor how the sewage station operates in the plant areaand the emission indexes.Domestic sewage: The oily wastewater generated in the canteen is pretreated by the oil trappingfacility, and the domestic sewage is treated by the septic tank. Once acceptable to the pipelineconveyance standard designated by Wuyi NO.1 Sewage Treatment Plant, the domestic wastewater willbe discharged to the municipal sewage pipeline system.The above wastewater and sewage subject to the treatment process are finally discharged to themunicipal sewage pipeline system of Wuyi Baihuashan Industrial Park via a drain outlet, finally to WuyiSewage Treatment plant.The normative standard applicable to sewage discharge of Zhejiang Towin: total zinc is subject toGrade 3 standard of "Integrated Wastewater Discharge Standard" (GB8978-1996), the sewage subject totreatment process is discharged into the municipal pipeline system. Actual data of production wastewatertest: pH value: 7.20, suspended matter: 22 mg/l, COD: 54 mg/l, biochemical oxygen demand over acourse of 5 days: 61.3 mg/l, ammonia nitrogen: 2.65 mg/l, total phosphorus: 0.63 mg/l, petroleum:
0.58 mg/l, anionic surfactant: 0.13mg/l, all indexes conform to the specifications.
In Zhejiang Towin Plant, rubber scraps, non-conforming products in production, and scrap metalgenerated by mold repair are identified as general solid wastes, collected, then disposed and utilized.Waste paint slags, pickling and phosphate slags, and waste oil generated in the production process areidentified as hazardous wastes, a dedicated storehouse for hazardous wastes is set up under the nationalprovisions applicable to collection, packaging, storage, conveyance and disposal of hazardous wastes,the storage registration account is created on Zhejiang Solid Wastes Monitoring Information System,and the agreements for disposal of hazardous wastes have been signed with Zhejiang Red LionEnvironmental Protection Co., Ltd. and Zhejiang Yulong Environmental Protection Technology Co.,Ltd.
Zhejiang Towin Plant arranges production facilities in a reasonable way, improves processes andincrease the recycling of water, and reduces the emissions of sewage. The automatic waste monitoring
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
system is running normally and transmitting data to the environment protection authority in real time.The access control facility (environmental protection authorities at the central, provincial, municipal andcounty level can perform real-time monitoring) is added. The plant has set up a yard and storehouse forhazardous wastes in accordance with the measures applicable to the control of hazardous wastes, andmaintained the hazardous waste management account and transfer form.
（4）Suining Tuopu：diversion of rainwater and sewage, diversion of clean water and sewage,obtain the permit for urban sewage to the drainage pipeline system, and the emission permit grantedfrom Suining Ecological Environment Bureau of Sichuan (serial no.: 91510904071417225P001U).
Production wastewater: the production wastewater as gathered from the plant area via the pipelineto the regulating tank of sewage treatment station are subject to neutralization, flocculation, coarsesedimentation, air flotation, acidifying, aerobic biochemistry reaction, sedimentation and regulating.
Once acceptable to the standard, the production wastewater will be discharged to LongyanjingSewage Treatment Plant. An automatic monitoring system is implemented, which allows theenvironmental protection authorities at all levels in Sichuan to monitor how the sewage station operatesin the plant area and the emission indexes.
The above wastewater and sewage subject to the treatment process are discharged into themunicipal sewage pipeline of Anju Industrial Concentration Development Zone, finally to LongyanjingSewage Treatment Plant.
The normative standard applicable to sewage discharge of the plant is Grade 3 standard of"Integrated Wastewater Discharge Standard" (GB8978-1996).The sewage subject to treatment process isdischarged into the municipal pipeline system. Actual data of production wastewater test:
Total nickel <0.6mg/l, pH value: 7.3, COD: 196mg/l, ammonia nitrogen: 14.021mg/l (standard values offive classes with respect to this project), and petroleum: 1.04mg/l.Test data of domestic wastewater: pH value: 8, suspended matter: 102.31mg/l, COD: 324.23mg/l, allindexes conform to the specifications.
In the plant, rubber scraps, non-conforming products in production, and scrap metal generated bymold repair are identified as general solid wastes, collected, then disposed and utilized. Waste paintslags, pickling and phosphate slags, and waste oil generated in the production process are identified ashazardous wastes, a dedicated yard and storehouse for hazardous wastes is set up under the nationalprovisions applicable to collection, packaging, storage, conveyance and disposal of hazardous wastes,the application for transfer of hazardous wastes has been submitted in accordance with the applicablemanagement provisions of Anju Environmental Protection Bureau, and the agreements for disposal ofhazardous wastes have been signed with Suining Tuopu and Zigong Jinlong Cement Co., Ltd.
The plant arranges production facilities in a reasonable way, improves processes and increase therecycling of water, and reduces the emissions of sewage. The automatic sewage monitoring system isoperating normally and connected to the environmental protection authority for data transmission in realtime, and the environmental protection authorities at the provincial, city and county levels can monitor itin real time.Sichuan Maigao has been approved in the environmental protection acceptance procedure bySuining Environmental Protection Bureau and filed for urban rainwater and sewage pipeline. Acting instrict accordance with the national emission standards, Sichuan Maigao is committed to improving theenvironment, with minor impact on the surrounding environment.The sludge, waste oil, and waste paintslag generated from the sewage station are disposed by Sichuan Maigao and Zigong Jinlong Cement Co.,Ltd.
3. EIA of construction projects and administrative permits granted to other environmental
protection
√Applicable □Non-applicable
All construction projects in each plant are subject to the project-specific EIA requirement andcomply with the national emission standards, approved by the environmental protection acceptance andfiled for urban rainwater and sewage pipeline. All environmental impact factors are acceptable to theproject-specific EIA requirement. Each plant is committed to improving the environment.
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
4. Emergency response for environmental contingencies
√Applicable □Non-applicable
The Company has laid down the integrated and dedicated emergency responses to environmentalcontingencies, which can direct the rescue operations in case of environmental contingencies. TheCompany makes announcement on Zhejiang Business Announcement Platform for EnvironmentalContingencies, under the record number:330206-2022-013-L.
5. In-house environmental monitoring plan
√Applicable □Non-applicable
The Company tests wastewater, waste gas, and noise at plant boundaries in all plants at regularintervals every year, which are found to be acceptable under the national standards; the plan fordisposal of hazardous wastes is submitted earlier each year.
6. Administrative penalties due to environmental concerns during the reporting period
□Applicable √Non-applicable
7. Other environmental information that should be disclosed
□Applicable √Non-applicable
(一) (2)Notes to the environmental protection of the companies other than key emission entities
√Applicable □Non-applicable
1. Administrative penalties due to environmental concerns
√Applicable □Non-applicable
On 4 November 2022, Taizhou Tuopu Automobile Parts Co., Ltd., a wholly-owned subsidiary, waspenalized at a fine of RMB 100,000 by Linhai Branch of Taizhou Ecological Environment Bureau (TaiHuan [Lin] Fa [2022] No. 93) for failing to affix hazardous waste identification signs in accordance withapplicable regulations. To date, the subsidiary has paid the fine and acted on rectification.
2. Disclosure of other environmental information with reference to key pollutant discharge units
□Applicable √Non-applicable
3. Reason for failing to disclosing other environmental information
□Applicable √Non-applicable
(3)Relevant information that benefits ecosystem protection, pollution control, and fulfillmentenvironmental responsibilities
√Applicable □Non-applicable
To take corporate ESG responsibilities, the Company promotes green and low-carbon production,fulfills corporate social responsibilities of energy saving, low-carbon environmental protection, andcontributes to "carbon peaking and carbon neutrality".
(4)Measures and effects taken to reduce carbon emissions during the reporting period
| Whether to take carbon reduction measures | Yes |
| Reduction emissions of carbon dioxide | 34,453 |
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
| equivalent (unit: in tons) | |
| Types of carbon reduction measures (e.g.: using clean energy to generate electricity, using carbon reduction technique in the production process, developing and producing new products that contribute to reducing carbon emissions) | Use clean energy to generate electricity |
Particular notes
√Applicable □Non-applicable
In 2022, the installed photovoltaic capacity is 33.8 MW, the annual power generation will reach
34.55 million kWh, and the carbon dioxide emissions will be reduced by 34,453 tons a year. In future,efforts will be intensified to broaden the scope of distributed photovoltaic power plants, and a packageof initiatives will be taken to scale down carbon emissions and attain the goal of zero-carbon factory stepby step.
Ⅱ.Fulfillment of social responsibility
(1) Whether to disclose social responsibility report, sustainable development report or ESG reportone by one
□Applicable √Non-applicable
(2) Particulars on fulfillment of social responsibility
□Applicable √Non-applicable
Particular notes
□Applicable √Non-applicable
Ⅲ.Particulars of consolidating and expanding the deliverables of poverty alleviation, ruralrevitalization and other tasks
□Applicable √Non-applicable
Particular notes
□Applicable √Non-applicable
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
Section 6 Significant Events
I. Performance of commitments
(1) Commitments made by actual controllers, shareholders, related parties, acquirers of the Company, and the Company and other related partiesmaking commitments during the reporting period or continuing to the reporting period
√Applicable □Non-applicable
| Background of commitment | Type of commitment | Committed by | Content of commitment | Date and deadline of commitment | Whether there is a deadline for performance | Whether performed strictly and timely | If such commitments cannot be completed timely, state the specific reason | If such commitments cannot be completed timely, state the next plan |
| Commitment related to the share reform | ||||||||
| Commitment made in the report of acquisition or the report of equity change | ||||||||
| Commitment related to significant asset restructuring | ||||||||
| Commitment related to IPO | intratype competition | MECCA INTERNATIONAL HOLDING （HK） LIMITED | 1. The Company does not have, and will not be directly or indirectly engaged in, or by any form including but not limited to | March 2012, continuous | No | Yes | NA | NA |
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
| other companies or economic entities controlled by Company or any company or economic entity that the Company may impose significant impact has constituted or may potentially constitute competition, Tuopu Group shall have the right of first refusal as to the trusted management (contracting operation, leasing operation) or acquisition in respect of such operations that have constituted or may potentially constitute competition. 4. The above commitments are unconditional, if a violation of the above commitments inflicts any financial loss to Tuopu Group, the Company will indemnify other shareholders or interested parties of Tuopu Group against such losses as comprehensive, prompt and sufficient. 5. This letter of commitment shall remain in force and effect whenever the Company and any company controlled by the Company are related to Tuopu Group. | ||||||||
| Commitment related to IPO | Resolve related party transactions | MECCA INTERNATIONAL HOLDING （HK） LIMITED | 1. The Company and its controlled entities will do the utmost to avoid related transactions with the issuer and its subsidiaries. 2. If related party transactions are unavoidable, both parties to the | March 2012, continuous | No | Yes | NA | NA |
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
| circumstance prejudicing the interests of all shareholders of Tuopu. 4. The Company and its controlled entities will not illegally occupy the funds and any other assets and resources of Tuopu Group for any reason or in any manner whatsoever, and will not require Tuopu Group to provide any form of guarantee under any circumstances whatsoever. 5. The above commitments are unconditional, if a violation of the above commitments inflicts any financial loss to Tuopu Group, the Company will indemnify other shareholders or interested parties of Tuopu Group against such losses as comprehensive, prompt and sufficient. 6. This letter of commitment shall remain in force and effect whenever the Company and its controlled entities are related to Tuopu Group. | ||||||||
| Commitment related to IPO | other | MECCA INTERNATIONAL HOLDING （HK） LIMITED | If the issuer's prospectus contains any falsified records, misleading statements or material omissions, which constitutes a significant and substantial impact on determining whether the issuer meets the issuance conditions as prescribed by law, the Company will, within 30 days after the CSRC rules | March 2015, continuous | No | Yes | NA | NA |
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
| accordance with the measurable economic losses directly endured by investors, elect to reconcile with investors, mediate with investors through third parties, or otherwise establish investor compensation funds to actively indemnify the investors harmless from and against the direct economic losses endured therein. The standard, scope of subjects and sum of such indemnity shall be subject to the final indemnification plan prevailing in the occurrence of the above circumstances. | ||||||||
| Commitment related to IPO | other | MECCA INTERNATIONAL HOLDING （HK） LIMITED | From August 31, 2012, nothing will procure Ningbo Tuopu Group Co., Ltd. to use any raised funds from this issuance and listing for real estate business or real estate enterprises. | August 2012, continuous | No | Yes | NA | NA |
| Commitment related to IPO | other | Ningbo Tuopu Group Co., Ltd. | If the issuer's prospectus contains any falsified records, misleading statements or material omissions, which constitutes a significant and substantial impact on determining whether the issuer meets the issuance conditions as prescribed by law, the Company will, within 30 days after the CSRC rules illegal facts, repurchase the restricted shares that are originally transferred, and urge the issuer to repurchase all new shares in this | March 2015, continuous | No | Yes | NA | NA |
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
| investors through third parties, or otherwise establish investor compensation funds to actively indemnify the investors harmless from and against the direct economic losses endured therein. The standard, scope of subjects and sum of such indemnity shall be subject to the final indemnification plan prevailing in the occurrence of the above circumstances. | ||||||||
| Commitment related to IPO | other | Ningbo Tuopu Group Co., Ltd. | If the company's stock price falls below its audited net assets per share in the previous year within three years after its IPO and listing (hereinafter referred to as "net asset value per share", total number of the ordinary shareholders' equity attributable to the parent in the consolidated financial statements/number of shares of the company at the end of the year, if the company conducts ex-rights or ex-dividends due to distribution of cash dividends, bonus shares, conversion of share capital, additional issuance of new shares, the above price should be adjusted accordingly, hereinafter inclusive). The Company repurchases its shares through centralized bidding, tender offer or other means as approved by the securities | March 2015, continuous | No | Yes | NA | NA |
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
| regulatory authorities. The Company further commits that total amount of funds used to repurchase shares must not exceed the total sum of funds raised by its IPO of new shares; the amount of funds used to repurchase its shares for stabilizing the stock price within each period of 12 months from the date of listing shall not be less than RMB 50 million, and the repurchase price must not exceed the latest audited net asset value per share before the announcement of such price stability plan. | ||||||||
| Commitment related to IPO | other | Ningbo Tuopu Group Co., Ltd. | From August 31, 2012, nothing will procure Ningbo Tuopu Group Co., Ltd. to use any raised funds from this issuance and listing for real estate business or real estate enterprises. | August 2012, continuous | No | Yes | NA | NA |
| Commitment related to IPO | Resolve related party transactions | Wu Jianshu | 1. I and controlled entities will do the utmost to avoid related transactions with the issuer and its subsidiaries. 2. If related party transactions are unavoidable, both parties to the transactions will strictly follow the normal business code of conduct. The pricing policy applicable to related party transactions must follow the principles of fairness, impartiality and openness in the market, and the transaction price is fixed at the price at which the | March 2012, continuous | No | Yes | NA | NA |
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
| not require Tuopu Group to provide any form of guarantee under any circumstances whatsoever. 5. The above commitments are unconditional, if a violation of the above commitments inflicts any financial loss to Tuopu Group, I will indemnify other shareholders or interested parties of Tuopu Group against such losses as comprehensive, prompt and sufficient. 6. This letter of commitment shall remain in force and effect whenever I and any company controlled by I are related to Tuopu Group. | ||||||||
| Commitment related to IPO | Resolve intratype competition | Wu Jianshu | 1. I does not have, and will not be directly or indirectly engaged in, or by any form including but not limited to holding, participating of shares, joint venture, associate partnership, lease, agent operation, trust or other similar form engage in any operation or activity that may have constituted or substantially constitute a current or potential competition against the existing and future operations of Tuopu Group and its holding subsidiaries. 2. For companies and economic entities directly or indirectly controlled by I, I will | March 2012, continuous | No | Yes | NA | NA |
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
| unconditional, if a violation of the above commitments inflicts any financial loss to Tuopu Group, I will indemnify other shareholders or interested parties of Tuopu Group against such losses as comprehensive, prompt and sufficient. 5. This letter of commitment shall remain in force and effect whenever I and any company controlled by I are related to Tuopu Group. | |||||||
| Other | Wu Jianshu | The Company will indemnify the investors enduring financial losses in securities transactions due to false records, misleading statements or material omissions in the issuer's prospectus for this public offering of stocks. Within 30 days after such illegal facts are ruled by CSRC, the stock exchange or the judicial authority, the Company will, in line with the principles of simplifying procedures, actively negotiating, compensating in advance, maintaining the interests of investors, especially small and medium investors, and in accordance with the measurable economic losses directly endured by investors, elect to reconcile with investors, mediate with investors through third parties, or otherwise establish investor | March 2015, continuous | No | Yes | NA | NA |
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
| compensation funds to actively indemnify the investors harmless from and against the direct economic losses endured therein. The standard, scope of subjects and sum of such indemnity shall be subject to the final indemnification plan prevailing in the occurrence of the above circumstances. | ||||||||
| Commitment related to initial public offering | ||||||||
| Commitment related to refinancing | ||||||||
| Commitment related to equity incentives | ||||||||
| Other commitments made to the small and medium shareholders of the Company | ||||||||
| Other commitments | ||||||||
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
(2) There is an expected profit as to the assets or projects of the Company, and the reportingperiod still falls in the profit expectation period, the Company states whether the assets or projectsattain the original profit expectation and gives the reason
□Attained □Not attained √Non-applicable
(3) The status of performance of commitments and its impact on the goodwill impairment test
□Applicable √Non-applicable
II. Whether there is any non-operating capital occupation by the controlling shareholder and itsaffiliates
□Applicable √Non-applicable
III. Violation of guarantee
□Applicable √Non-applicable
IV. Notes of the Board of Directors to the "Modified Audit Opinion Report" Released by theAccounting Firm
□Applicable √Non-applicable
V. Notes to Analysis of the Reasons and Impact of Changes in Accounting Policies, AccountingEstimates or Corrections of Major Accounting Errors
(1) Notes to analysis of the Reasons and Impact of Changes in Accounting Policies or AccountingEstimates
√Applicable □Non-applicable
1. Application of "Interpretation No. 15 of Accounting Standards for Business Enterprises"On 30 December 2021, the Ministry of Finance released the "Interpretation No. 15 of theAccounting Standards for Business Enterprises" (Cai Kuai [2021] No. 35, hereinafter referred to as"Interpretation No. 15").
(1) Accounting for trial sales
“Interpretation No. 15” sets out the accounting and presentation of the sales of products orby-products produced by company before the fixed assets reach the intended use or during the researchand development process, and further sets out that the net amount offsetting the cost of sales relatedincome from trial sale shall not write down the cost of fixed assets or R&D expenditure. This provisionwas put into operation from 1 January 2022, and retroactive adjustments shall be made to the trial salesthat occurred from the beginning of the earliest period in which financial statements are presented to1January 2022. The application of this provision imposes no significant impact on the company'sfinancial status and operating results.
(2) Identification of onerous contracts
Interpretation No. 15 sets out that the "cost of fulfilling the contract" considered by an enterprise indeciding whether a contract constitutes a onerous contract shall include the incremental cost of fulfillingthe contract and the apportioned amount of other costs directly related to the fulfillment of the contract.This provision will come into effect on 1 January 2022. An enterprise should implement this provisionfor contracts that have not fulfilled all obligations on 1 January 2022. The cumulative impact numberwill adjust the retained earnings at the beginning of the year and other related financial statement itemson the implementation date, without adjusting the comparative financial statement data in the priorperiod. The implementation of this provision has no significant impact on the financial standing andoperating results of the Company.
2. Application of "Interpretation No. 16 of Accounting Standards for Business Enterprises"
On 30 November 2022, the Ministry of Finance released the "Interpretation No. 16 of theAccounting Standards for Business Enterprises" (Cai Kuai [2022] No. 31, hereinafter referred to as"Interpretation No. 16").
(1) Accounting for the income tax impact of dividends related to financial instruments classifiedas equity instruments by the issuer
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
Interpretation No. 16 sets out that with respect to financial instruments classified as equityinstruments by enterprises, if the relevant dividend payments are deducted before corporate income taxunder the relevant provisions of the tax policy, the income tax impact related to the dividends should berecognized along with the dividends payable once recognized, and the income tax impact of dividendswill be included in the current gain and loss or owner's equity items (including other comprehensiveincome items) in accordance with the accounting treatment adopted in past transactions or events leadingto distributable profits.This provision will come into effect on the date of announcement. If the relevant dividend payableoccurs between 1 January 2022 and the effective date, it will be adjusted in accordance with thisprovision; if it occurs before 1 January 2022 and the relevant financial instruments have not yet beenderecognized on 1 January 2022, a retrospective adjustment shall be made. The implementation of thisprovision has no significant impact on the financial standing and operating results of the Company.
(2) Accounting for the modification of cash-settled share-based payment by an enterprise toequity-settled share-based payment
Interpretation No. 16 sets out that if an enterprise modifies the terms and conditions of cash-settledshare-based payment agreement to make it an equity-settled share-based payment, on the date ofmodification (whether it occurs during or after the cooling-off period), equity-settled share-basedpayments shall be measured at the fair value on the date of modification of the granted equityinstruments, and the services obtained shall be included in the capital reserve. The difference shall berecognized as the current gain and loss.
This provision will come into effect on the date of announcement, additional relevant transactionsfrom 1 January 2022 to the implementation date shall be adjusted under this provision; relevanttransactions that occurred before 1 January 2022 that are not handled in accordance with this provisionshall be retrospectively adjusted, and the cumulative impact amount shall be adjusted For retainedearnings and other related items on 1 January 2022, the data in the comparative financial statements ofthe previous period will not be adjusted. The implementation of this provision has no significant impacton the financial standing and operating results of the Company.
(2) Notes to Analysis of the Reasons and Impact of the Correction of Major Accounting Errors
□Applicable √Non-applicable
(3) Communication with the Former Accounting Firm
□Applicable √Non-applicable
(4) Other Notes
□Applicable √Non-applicable
一、VI. Appointment and Dismissal of Accounting Firm
Unit：in 10,000 Yuan Currency：RMB
| Current Accounting Firm | |
| Name of domestic accounting firm | BDO China Shu Lun Pan Certified Public Accountants LLP (Special General Partnership) |
| Remuneration paid to domestic accounting firm | 260 |
| Audit period of domestic accounting firm | 12 |
| Name of the certified public accountant of the domestic accounting firm | Yu Weiying, Tang Wei |
| Length of consecutive audit services of CPAs of domestic accounting firms | Yu Weiying with 2 years of service, Tang Wei with 3 years of service |
| Name | Remuneration | |
| Accounting firm responsible for internal control audit | BDO China Shu Lun Pan Certified Public Accountants LLP (Special General Partnership) | 40 |
| Sponsor | China Merchants Securities Co. Ltd | NA |
Notes to appointment and dismissal of accounting firm
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
√Applicable □Non-applicable
The 2021 general meeting convened by the Company on May 19, 2022 considered and passed the“Resolution on Renewal of the Appointment of Audit Institution for 2020”, and decided to renew theappointment of BDO China Shu Lun Pan Certified Public Accountants LLP (Special GeneralPartnership) as the audit institution of 2022, who will provide audit and internal control audit services ofthe financial report of 2022 for the Company.
Notes to change of accounting firm during the reporting period
□Applicable √Non-applicable
VII. Circumstance of delisting risk
(1) Reasons leading to the warning for delisting risk
□Applicable √Non-applicable
(2) Proposed responses by the Company
□Applicable √Non-applicable
（3）Exposure to the risk of delisting and the reason behind it
□Applicable √Non-applicable
VIII. Events concerning bankruptcy and reorganization
□Applicable √Non-applicable
IX. Significant Lawsuits and Arbitrations
□The Company is involved in any significant lawsuits and arbitrations in the current year √TheCompany is not involved in any significant lawsuits and arbitrations in the current year
X. Listed companies and their directors, supervisors, officers, controlling shareholders, and actualcontrollers suspected of violations of laws and regulations and the situation of punishments andrectifications
□Applicable √Non-applicable
XI. Notes to the Credit Standing of the Company and Its Controlling Shareholders and ActualControllers during the Reporting Period
□Applicable √Non-applicable
XII. Significant Related-party Transactions
(1) Related-party transactions related to daily operations
1. Events that have been disclosed in the provisional announcement and there is no progress orchange in subsequent implementation
□Applicable √Non-applicable
2. Events that have been disclosed in the provisional announcement, but there is no progress orchange in subsequent implementation
□Applicable √Non-applicable
3. Events that are not disclosed in the provisional announcement
□Applicable √Non-applicable
(2) Related-party transactions in the acquisition or sale of assets or equity
1. Events that have been disclosed in the provisional announcement and there is no progress orchanges in subsequent implementation
□Applicable √Non-applicable
2. Events that have been disclosed in the provisional announcement, but there is a progress orchange in subsequent implementation
□Applicable √Non-applicable
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
3. Events that are not disclosed in the provisional announcement
□Applicable √Non-applicable
4. Where there is a performance agreement involved, the performance achieved during thereporting period shall be disclosed
□Applicable √Non-applicable
(3) Significant related-party transactions of joint external investment
1. Events that have been disclosed in the provisional announcement and there is no progress orchanges in subsequent implementation
□Applicable √Non-applicable
2. Events that have been disclosed in the provisional announcement, but there are progress orchanges in subsequent implementation
□Applicable √Non-applicable
3. Events that are not disclosed in the provisional announcement
□Applicable √Non-applicable
(4) Related credits and liabilities
1. Events that have been disclosed in the provisional announcement, but there is no progress orchange in subsequent implementation
□Applicable √Non-applicable
2. Events that have been disclosed in the provisional announcement, but there is a progress orchange in subsequent implementation
□Applicable √Non-applicable
3. Events that have not been disclosed in the provisional announcement
□Applicable √Non-applicable
(5)Financial business between the Company and the associated financial company, the Company'sholding financial company and the related party
□Applicable √Non-applicable
(6) Other
□Applicable √Non-applicable
XIII. Major contracts and contract performance1 .Matters relating to trusteeship, contracting and leasing
□Applicable √Non-applicable
2. Contracting
□Applicable √Non-applicable
3. Leasing
□Applicable √Non-applicable
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
(2) Guarantee
√Applicable □Not applicable
√适用 □不适用
Unit：Yuan Currency：RMB
| External guarantees by the Company (other than its guarantees to subsidiaries) | |||||||||||||||
| Guarantor | Relation between the guarantor and the listed company | Guaranteed party | Guaranteed amount | Date of guarantee occurred (date of agreement execution) | From | Until | Type of guarantee | Main debts | Collateral (if any) | Whether the guarantee has been fulfilled | Whether the guarantee is overdue | Guarantee overdue amount | Counter-guarantee situation | Whether it is a guarantee for related parties | |
| Total amount of guarantees during the reporting period (other than guarantees to subsidiaries) | |||||||||||||||
| Total balance of guarantees at the end of the reporting period (A) (other than guarantees to subsidiaries) | |||||||||||||||
| Guarantees by the Company to its subsidiaries | |||||||||||||||
| Total amount of guarantees to subsidiaries during the reporting period | 0 | ||||||||||||||
| Total balance of guarantees to subsidiaries at the end of the reporting period (B) | 99,174,400 | ||||||||||||||
| Total amount of company guarantees (including its guarantees to subsidiaries) | |||||||||||||||
| Total guarantees (A+B) | 99,174,400 | ||||||||||||||
| Total guarantees as a percentage of the Company's net assets (%) | 0.82 | ||||||||||||||
| Including: | |||||||||||||||
| Amount of guarantees provided for shareholders, actual controllers and their related parties (C) | 0 | ||||||||||||||
| Amount of debt guarantee provided directly or indirectly for the guaranteed object whose asset-liability ratio exceeds 70% (D) | 0 | ||||||||||||||
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
| Amount of the total guarantees exceeding 50% of the net assets (E) | 0 |
| Total of the above three guarantees (C+D+E) | 0 |
| Note to unexpired guarantees that may bear joint liability for repayment | NA |
| Statement of guarantees | （1）Tuopu Poland sp.z.o.o, ("Tuopu Poland") is a wholly-owned subsidiary established by Tuopu Group in Poland in March 2021. It leases 7R PROJEKT 35 Sp. z.o.o ("7R Project Company"). The customized plant will accept and produce European orders and has assigned a lease agreement with 7R Project Company on March 15, 2021. Given business practices and actual needs, the Company provided performance guarantee for the said plant lease agreement signed by Tuopu Poland. The total liability of the letter of guarantee is up to 7 million euros (calculated at the exchange rate on the day before the announcement on March 19, 2021, equivalent to RMB 54.174 million), and the effective term covers the validity period of the said lease agreement (84 months counted from March 15, 2021) and five months after its expiration or termination, but no later than August 1, 2029. The above performance guarantees have been reviewed and approved at the 5th meeting of the fourth Board of Directors. More details are available in “Announcement of Tuopu Group on Providing Performance Guarantees for the Lease of Industrial Plants for Overseas Wholly-owned Subsidiaries”disclosed by the company on the portal site of Shanghai Stock Exchange on March 19, 2021. (Announcement No. 2021-018).The guarantee is continuing in 2022. (2) On 9 December 2021, Tuopu Photovoltaic Technology (Ningbo Hangzhou Bay New Area) Co., Ltd., the wholly-owned sub-subsidiary, signed a loan contract with China Development Bank Ningbo Branch, with the granted credit line at RMB 60 million, under the loan contract number (2021)3302202101100001111. The term of this medium and long-term loan is 12 years which commences from 9 February 2021 till 9 December 2023, subject to the repayment schedule as set out in the contract. The form of guarantee is setting the real property (located at No. 59, Guanhai Road, Chunxiao, Beilun District, Ningbo) on mortgage, such guarantee is provided by Ningbo Tuopu Group Co., Ltd. for the benefit of Tuopu Photovoltaic Technology (Ningbo Hangzhou Bay New Area) Co., Ltd. As of 31 December 2022, the balance of this medium and long-term loan is RMB 45 million, the original value and net value of the real property on mortgage is RMB 45,324,720.72 and RMB 36,941,455.31 respectively; the original value and net value of land on mortgage is RMB 13,070,562.81 and RMB |
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
(3) Entrusting others to manage cash assets
1. Entrusted financial management
(1) General conditions of entrusted financial management
√Applicable □Non-applicable
Unit：in 10,000 Yuan Currency：RMB
9,846,490.75 respectively.The above performance guarantees have been reviewed and approved at the 14th meeting ofthe Fourth Board of Directors. More details are available in “Announcement of Tuopu Groupon Providing Performance Guarantees for Bank Loans to Wholly-ownedSub-subsidiary”disclosed by the Company on the portal site of Shanghai Stock Exchange onNovember 20, 2021. (Announcement No. 2021-079).The guarantee is continuing in 2022.
The sum of the above two guarantees (1) and (2) is RMB 99,174,400.Type
| Type | Source of funds | Amount incurred | Unmatured amount | Unrecovered amount after the maturity |
| Structured deposits | Raised funds | -32,000.00 | 0 | 0 |
Other Conditions
□Applicable √Non-applicable
(2) Individual entrusted financial management
√Applicable □Non-applicable
Unit:10000Yuan Currency: RMB
| Trustee | Type of entrusted financial management | Amount of entrusted financial management | Start date of entrusted financial management | End date of entrusted financial management | Source of funds | Use of funds | Method of fixing returns | Annualized returns | Expected returns (if any) | Actual returns or losses | Actual recovery | If subject to statutory procedure | If there is any entrusted financial management plan | Extent of impairment provision (if any) |
| Bank of China Beilun | Structured | 22,000.00 | 2021/12/30 | 2022/6/28 | Raised | Guaranteed | 3.80% | 412.27 | 22,000.00 | Yes |
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
| Sub-branch | deposits | funds | non-fixed returns | |||||||||||
| Bank of Hangzhou Beilun Sub-branch | Structured deposits | 5,000.00 | 2021/12/30 | 2022/3/31 | Raised funds | Guaranteed non-fixed returns | 3.95% | 46.75 | 5,000.00 | Yes | ||||
| Bank of Hangzhou Beilun Sub-branch | Structured deposits | 5,000.00 | 2021/12/30 | 2022/3/31 | Raised funds | Guaranteed non-fixed returns | 3.95% | 46.75 | 5,000.00 | Yes |
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
Other Conditions
□Applicable √Non-applicable
(3) Impairment provision for entrusted financial management
□Applicable √Non-applicable
2. Conditions of entrusted loans
(1) General conditions of entrusted loans
□Applicable √Non-applicable
Other conditions
□Applicable √Non-applicable
(2) Individual entrusted loans
□Applicable √Non-applicable
Other Conditions
□Applicable √Non-applicable
(3) Impairment provision for entrusted loans
□Applicable √Non-applicable
3. Other Conditions
□Applicable √Non-applicable
(4) Other Significant Contracts
□Applicable √Non-applicable
XIV. Note to other major events that have a significant impact on investors' value judgments andinvestment decisions
□Applicable √Non-applicable
Section 7 Changes in Shares and Shareholders
I. Condition in change of equity
(1) Condition in change of shares
1. Condition in change of shares
During the reporting period, there was no change in connection with the total shares and equity structureof the Company
2. Changes in shares
□Applicable √Non-applicable
3. Impact of changes in shares on financial indexes such as EPS and net assets per share in themost recent year and the most recent period (if any)
□Applicable √Non-applicable
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
4. Other content as the Company deems necessary to disclose or required by the securities regulatoryinstitution
□Applicable √Non-applicable
(2) Changes in restricted sale of shares
□Applicable √Non-applicable
II. Issuance of Securities and Public Listing
(1) Issuance of securities as of the reporting period
√Applicable □Non-applicable
Unit： shares Currency： RMB
| Kinds of stocks and derivative securities | Date of issuance | Issue price (or interest rate upon issuance) | Shares issued | Date of public trading | Shares approved for public trading | Date of trade closure |
| Common shares | ||||||
| Convertible corporate bonds, separate trading of convertible bonds | ||||||
| Tuopu Convertible Bonds | July 14, 2022 | 100 | 25 million | August 12, 2022 | 25 million | |
| Bonds (including corporate bonds, corporate bonds, and non-financial corporate debt financing instruments) | ||||||
| Other derivative securities | ||||||
Notes to the issuance of securities as of the reporting period (if there are bonds applicable to differentinterest rates in the period, state the reasons separately):
√Applicable □Non-applicable
The Company received the "Official Reply on Approving the Public Issuance of ConvertibleCorporate Bonds by Ningbo Tuopu Group Co., Ltd." (Zheng Jian Ke Ke [2022] No. 830) issued by theChina Securities Regulatory Commission. The company is approved to publicly issue convertiblecorporate bonds at a face value of RMB 2.5 billion, with a maturity term of 6 years. On 12 August 2022,it was available for trading on the Shanghai Stock Exchange. The short name of the convertible bond is"Tuopu Convertible Bond" and the bopnd code is "113061".
(2) Changes in the total number of capital stock of the Company and changes in the structure ofshareholders and changes in the structure of assets and liabilities
□Applicable √Non-applicable
(3)Existing employee shares
□Applicable √Non-applicable
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
III. Shareholders and actual controllers
(1) Total shareholders
| Total number (accounts) of common shareholders as of the end of the reporting period | 32,794 |
| Total number of ordinary shareholders (accounts) as of the end of the previous month before the disclosure date of the annual report | 33,057 |
| Total number (accounts) of preferred shareholders whose voting rights have been restored as of the end of the reporting period | NA |
| Total number (accounts) of preferred shareholders whose voting rights were restored at the end of the previous month prior to the disclosure of this annual report | NA |
(2) Shares held by the top ten shareholders and top ten tradable shareholders (or shareholders notsubject to restricted sale) as of the end of the reporting period
Unit: Shares
| Shares held by the top ten shareholders | |||||||
| Name of Shareholder (Full Name) | Increase/Decrease during the reporting period | Number of shares held at the end of the period | Percentage (%) | Number of shares held subject to restricted sale | Condition of pledge, marking or freezing | Nature of shareholders | |
| Status of shares | Number of shares | ||||||
| MECCA INTERNATIONAL HOLDING （HK） LIMITED | 693,680,000 | 62.94 | 0 | Pledge | 200,000,000 | Foreign corporate | |
| Hong Kong Securities Clearing Company Limited | 29,908,776 | 2.71 | 0 | No | Unknown | ||
| Shanghai Ruiyang Investment Management Co., Ltd.-Ruiyang Emerging Growth Private Placement Investment Fund | 10,362,985 | 0.94 | 0 | No | Unknown | ||
| China International Capital Corporation Limited. | 8,356,036 | 0.76 | 0 | No | Unknown | ||
| China Construction Bank Co., Ltd. - Qianhai Kaiyuan Shanghai-Hong Kong-Shenzhen Advantage Selection Flexible Allocation Hybrid Securities Investment Fund | 8,086,813 | 0.73 | 0 | No | Unknown | ||
| Wu Jianshu | 7,210,308 | 0.65 | 0 | No | Foreign person | ||
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
| Agricultural Bank of China Co., Ltd.-Qianhai Kaiyuan China Scarce Assets Flexible Allocation Hybrid Securities Investment Fund | 6,714,146 | 0.61 | 0 | No | Unknown | |||||
| Industrial and Commercial Bank of China Limited-Qianhai Kaiyuan National Comparative Advantage Flexible Allocation Hybrid Securities Investment Fund | 5,755,440 | 0.52 | 0 | No | Unknown | |||||
| Industrial and Commercial Bank of China Co., Ltd.-Qianhai Kaiyuan Premium Quality Enterprise 6-Month Holding Period Hybrid Securities Investment Fund | 5,505,150 | 0.50 | 0 | No | Unknown | |||||
| Ningbo Zhuyue Investment Management Co., Ltd. | 5,407,630 | 0.49 | 0 | No | Domestic non-SOE corporate | |||||
| Shares held by the top ten shareholders not subject to restricted sale | ||||||||||
| Name of Shareholder | Number of tradable shares held not subject to restricted sale | Class and number of shares | ||||||||
| Class | Number of shares | |||||||||
| MECCA INTERNATIONAL HOLDING （HK） LIMITED | 693,680,000 | RMB common share | 693,680,000 | |||||||
| Hong Kong Securities Clearing Company Limited | 29,908,776 | RMB common share | 29,908,776 | |||||||
| Shanghai Ruiyang Investment Management Co., Ltd.-Ruiyang Emerging Growth Private Placement Investment Fund | 10,362,985 | RMB common share | 10,362,985 | |||||||
| China International Capital Corporation Limited. | 8,356,036 | RMB common share | 8,356,036 | |||||||
| China Construction Bank Co., Ltd. - Qianhai Kaiyuan Shanghai-Hong Kong-Shenzhen Advantage Selection Flexible Allocation Hybrid Securities Investment Fund | 8,086,813 | RMB common share | 8,086,813 | |||||||
| Wu Jianshu | 7,210,308 | RMB common share | 7,210,308 | |||||||
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
| Agricultural Bank of China Co., Ltd.-Qianhai Kaiyuan China Scarce Assets Flexible Allocation Hybrid Securities Investment Fund | 6,714,146 | RMB common share | 6,714,146 |
| Industrial and Commercial Bank of China Limited-Qianhai Kaiyuan National Comparative Advantage Flexible Allocation Hybrid Securities Investment Fund | 5,755,440 | RMB common share | 5,755,440 |
| Industrial and Commercial Bank of China Co., Ltd.-Qianhai Kaiyuan Premium Quality Enterprise 6-Month Holding Period Hybrid Securities Investment Fund | 5,505,150 | RMB common share | 5,505,150 |
| Ningbo Zhuyue Investment Management Co., Ltd. | 5,407,630 | RMB common share | 5,407,630 |
| Description of the repurchase of special accounts among the top ten shareholders | NA | ||
| Notes to the voting rights entrusted by or to, and waived by the above shareholders | NA | ||
| Notes to the associated relationship or concerted action of the above shareholders | Among these shareholders: 1. Mr. Wu Jianshu holds 100% of the shares in MECCA INTERNATIONAL HOLDING （HK） LIMITED. 2. Ningbo Zhuyue Investment Management Co., Ltd. is a wholly-owned sub-subsidiary of MECCA INTERNATIONAL HOLDING （HK） LIMITED, the controlling shareholder of the Company, and is a person acting in concert. In addition, the Company doesn’t know whether there is an associated relationship among the above shareholders or whether they are parties acting in concert. | ||
| Notes to the preferred shareholders whose voting rights have been restored and the number of shares held | NA | ||
Number of shares held by the top ten shareholders subject to restricted sale and the conditions ofrestricted sales
□Applicable √Non-applicable
(3) Strategic investors or general legal persons becoming the top ten shareholders due to theplacement of new shares
□Applicable √Non-applicable
IV. Controlling Shareholder and Actual Controller
(1) Information about controlling shareholders
1 Corporate
√Applicable □Non-applicable
| Name | MECCA INTERNATIONAL HOLDING （HK） LIMITED |
| Head or legal representative | Wu Jianshu |
| Date of Incorporation | July 21st, 2008 |
| Main business operations | Investment |
| Shareholding status of other domestic and overseas listed companies that hold or participate in | NA |
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
| shares during the reporting period | |
| Other notes | NA |
2 Natural person
□Applicable √Non-applicable
3 Special notes to no controlling shareholders in the Company
□Applicable √Non-applicable
4. Notes to Changes of Controlling Shareholders during the Reporting Period
□Applicable √Non-applicable
5 Block diagram of the equity rights and control relations between the Company and controllingshareholders
√Applicable □Non-applicable
(2) Actual controllers
1 Corporate
□Applicable √Non-applicable
2 Natural person
√Applicable □Non-applicable
| Name | Wu Jianshu |
| Nationality | Hong Kong |
| Whether the above person has acquired the right of residence in other countries or regions | Yes |
| Jobs and titles | Formerly as Chairman of Ningbo Tuopu Vibration Control System Co., Ltd., Chairman of Ningbo Tuopu Soundproof System Co., Ltd., Chairman of Ningbo Tuopu Coupling Co., Ltd., Chairman of Ningbo Tuopu Automobile Special Rubber Co., Ltd., Chairman of Ningbo Tuopu Brake System Co., Ltd. Currently in the capacity of Chairman of MECCA |
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
| INTERNATIONAL HOLDING (HK) LIMITED, Chairman of Ningbo Tuopu Group Co., Ltd. | |
| Domestic or overseas listed companies controlled by the above person in the past 10 years | NA |
3 Special notes to no controlling shareholders in the Company
□Applicable √Non-applicable
4 Index and date of changes in controlling shareholders during the reporting period
□Applicable √Non-applicable
5 Block diagram of the equity rights and control relations between the Company and controllingshareholders
□Applicable √Non-applicable
6 Actual controller who controls the company through trust or other asset management methods
□Applicable √Non-applicable
(3) Other information about the controlling shareholder and actual controller
□Applicable √Non-applicable
V. The controlling shareholder or the first majority shareholder of the Company and its personsacting in concert, with the accumulative number of pledged shares accounting for more than 80%of the shares held by them
□Applicable √Non-applicable
Ⅵ.Other corporate shareholders holding more than 10% of the shares
□Applicable √Non-applicable
Ⅶ.Notes to restricted reduction of shares
□Applicable √Non-applicable
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
Ⅷ. Status of share repurchases made during the reporting period
□Applicable √Non-applicable
Section 8 Information about Preference Shares
□Applicable √Non-applicable
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
Section 9 Information of Corporate Bonds
I. Corporate bonds, debentures and non-financial corporate debt financing instruments
□Applicable √Non-applicable
II. Condition of convertible corporate bonds
√Applicable □Non-applicable
(1) Issuance of convertible bonds
√Applicable □Non-applicable
The Company received the "Official Reply on Approving the Public Issuance of ConvertibleCorporate Bonds by Ningbo Tuopu Group Co., Ltd." (Zheng Jian Ke Ke [2022] No. 830) issued by theChina Securities Regulatory Commission. the Company publicly issued 25 million convertible corporatebonds, each with a face value of RMB 100, and the total issuance amount was RMB 2.50 billion, with amaturity term of 6 years.BDO China Shu Lun Pan Certified Public Accountants (Special General Partnership) verified thecapital in respect of this issuance and issued the " Capital Verification Report of Ningbo Tuopu GroupCo., Ltd. " (Xin Kuai Shi Bao Zi [2022] No. ZF10923). After verification, as at 20 July 2022, the totalamount of funds raised by the Company for the purpose of this issuance is RMB 2,500,000,000. Net ofthe tax-excluded issuance expenses of RMB 11,027,358.47, the actual net amount of funds raised isRMB 2,488,972,641.53.Subject to the consent approved by the Self-regulatory Decision [2022] No.218 Circular issuedfrom the Shanghai Stock Exchange, RMB 2.5 billion convertible corporate bonds will be available fortrading on the Shanghai Stock Exchange from 12 August 2022. The short name of the bond is "TuopuConvertible Bond" and the bond code is "113061".
(2) Bond holders and guarantors during the reporting period
√Applicable □Non-applicable
√适用 □不适用
| Name of convertible corporate bonds | Tuopu Bond | ||
| Number of bond holders as at the end of the period | 17,535 | ||
| Guarantor for corporate bonds | NA | ||
| The Top 10 convertible bond holders are listed below: | |||
| Name of bond holder | Number of bonds held as at the end of the period (in RMB) | Percent of bonds held (%) | |
| MECCA INTERNATIONAL HOLDING （HK） LIMITED | 1,573,266,000 | 62.93 | |
| Hua Chuang Securities Co., Ltd. | 45,612,000 | 1.82 | |
| Industrial and Commercial Bank of China Co., Ltd. - Zhonghai Environmental Protection New Energy Theme Flexible Allocation Hybrid Securities Investment Fund | 32,482,000 | 1.30 | |
| Agricultural Bank of China Co., Ltd.-Qianhai Kaiyuan Convertible Bond Bond-type Initiated Securities Investment Fund | 28,399,000 | 1.14 | |
| Industrial and Commercial Bank of China Limited – Golden Eagle Yuanfeng Bond Securities Investment Fund | 27,292,000 | 1.09 | |
| Industrial Bank Co., Ltd. - Gelin Hongjing Bond Securities Investment Fund | 26,723,000 | 1.07 | |
| Ping An Bank Co., Ltd. - Gelin Hongli Enhanced Bond Securities Investment Fund 26,475,000 1.06 | 26,475,000 | 1.06 | |
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
| China Minsheng Bank Co., Ltd. - ICBC Credit Suisse Tianyi Bond Securities Investment Fund | 24,000,000 | 0.96 |
| Zhongtai Securities Co., Ltd. | 22,503,000 | 0.90 |
| PSBC Wealth Management Co., Ltd. - Postal Wealth·Hongyun Cycle 365-day #1 | 21,112,000 | 0.84 |
(一) (IV) Changes in convertible bonds during the reporting period
□Applicable √Non-applicable
Conversion of convertible bonds during the reporting period
□Applicable √Non-applicable
(V) Previous adjustments to the conversion price
□Applicable √Non-applicable
(VII) liabilities, changes in credit standing and cash arrangements for debt repayment in thecoming years
√Applicable □Non-applicable
The Company maintains a steady operation. As at the end of 2022, the asset-liability ratio is 55.80%which means a good credit standing.
(VIII) Notes to other circumstances of convertible bonds
□Applicable √Non-applicable
Section 10 Financial ReportI. Audit report
√Applicable □Non-applicable
Audit report
Xin Kuai Shi Bao Zi [2023] No. ZF10438
To the shareholders of Ningbo Tuopu Group Co., Ltd.
I. OpinionWe have audited the financial statements of Ningbo Tuopu Group Co., Ltd. (hereinafter referred to as“Tuopu Group”), including the parent company's and the consolidated balance sheet dated December 31,2022, the parent company's and the consolidated income statement, the parent company's and theconsolidated cash flow statement and the parent company's and the consolidated statement of changes inowners' equity for the year 2022 ended, as well as the notes to relevant financial statements.In our opinion, the attached financial statements are prepared, in all material respects, in accordance with“Accounting Standards for Business Enterprises” , which fairly reflected the consolidated and the parentcompany’s financial position of Ningbo Tuopu Group Co., Ltd. as at December 31, 2022 and theconsolidated and the parent company’s operating results and cash flows for the year 2022 ended.
II. Basis for Our OpinionWe conducted our audit in accordance with the Auditing Standards for Certified Public Accountants inChina. Our responsibilities under those standards are further described in the CPA's Responsibilities forthe Audit of the Financial Statements section of our report. According to the “Code of Ethics for ChineseCertified Public Accountants”, we are independent of Tuopu and have fulfilled our other ethicalresponsibilities in accordance with the Code. We believe that the audit evidence we have obtained issufficient and appropriate to provide a basis for our audit opinions.
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
III. Key Audit MattersKey audit matters are those matters that, in our professional judgment, were of most significance in ouraudit of the financial statements of the current period. These matters were addressed in the context of ouraudit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide aseparate opinion on these matters.
The key audit matters identified during the audit are summarized as follows:
| Key Audit Matters | How the matter was addressed in the audit |
| (1) Recognition of revenue | |
| More details about the accounting policies for revenue recognition and the analysis of revenue are available in the accounting policies as referred to in Note (24) of “III. Significant Accounting Policies and Accounting Estimates" and Note (39) of “V. Notes to Items of the Consolidated Financial Statements”. In 2022, Tuopu Group’s income from main business operations is RMB 15,339,542,100. Because revenue is one of the key performance indexes of Tuopu Group, there is an inherent risk of management manipulating the time point of revenue recognition in order to achieve specific goals or expectations. In this regard, we regard Tuopu Group's revenue recognition as a key audit matter. | Our main audit procedures for the above key audit matters related to recognition of revenue are as described below: 1. Understand the internal control system in relation to revenue recognition and the design and implementation of the financial accounting system, and test the effectiveness of its operation; 2. We understand and evaluate whether the revenue recognition policy of the Company is appropriate or not by reviewing sales contracts and interviews with management; 3. Perform an analytical review of revenue and gross profit based on product types and customer types, and determine whether there are abnormal fluctuations in the amount of revenue during the current period; 4. Classify sales regions, select samples from the income transactions as recorded in respect of this year, check invoices, sales contracts, delivery orders, customs declaration forms, B/Ls and other supporting documents, and evaluate whether the relevant revenue recognition complies with the revenue recognition accounting policies of the Company; 5. Conduct cut-off test on the operating income recognized before and after the balance sheet date in order to evaluate whether the operating income is recognized in the appropriate period; 6. Make external confirmation of the account receivable balance and sales of major customers, and confirm whether the account receivable balance at the end of the period and the current income amount are true and accurate; 7. Check if the information related to revenue has been properly presented and disclosed in the financial statements. |
| (2) Impairment of goodwill | |
| The details and analysis of the accounting policies for impairment of goodwill are available in the accounting policies as referred to in Note (19) of “III. Significant Accounting Policies and Accounting Estimates" and Note (16) of “V. Notes to Items of the Consolidated Financial Statements”. As of December 31, 2022, the original book value of Tuopu Group's goodwill is RMB 287,349,900, and the amount of provision for impairment is RMB 78,108,300. The management conducts an impairment test on the goodwill formed by the business combination | Our main audit procedures in respect of the above key audit matters related to the impairment of goodwill are as follows: 1. We evaluate and test the effectiveness of the design and implementation of internal controls related to the goodwill impairment test, including the adoption of key assumptions and the review and approval of the amount of impairment provision; 2. Referring to industry practices, assess the appropriateness of the valuation method used by the management for cash flow forecasts; 3. Comparing key input values such as revenue growth rate, perpetual growth rate and cost increase with past performance, perform prudent evaluation on the key assumptions and judgments used in preparing discounted cash flow forecasts; 4. Discuss with the management and others about the reasonableness of the methods used in the process of goodwill impairment test, the assumptions of key assessments, the selection of parameters, the forecast of future income and the |
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
| at the end of each year. The result of the impairment test of goodwill is fixed by the estimation report of relevant asset group recoverable value as prepared by the management. The recoverable amount of the relevant asset group is calculated and fixed by the present value of the estimated future cash flow. The discounted cash flow forecasts are prepared by using major judgments and estimates, especially determining the growth rate during the forecast period, perpetual growth rate, gross profit margin, discount rate. Since the process of goodwill impairment test is very complex, which relates to significant management estimates and judgments, we regard the impairment of goodwill as a key audit matter. | discount rate of cash flow; 5. Conduct a retrospective review by comparing the forecast of the previous year with the performance of this year to assess the reliability and historical accuracy of the management's forecasting process; 6. Evaluate the competence, professionalism and objectivity of the specialists appointed by the management, and reach a consensus on the content of their works; 7. Check if the information related to goodwill impairment has been properly presented and disclosed in the financial statements. |
IV. Other InformationThe management of Tuopu Group(hereinafter referred to as the Management) is responsible for theother information. The other information includes the information covered in Tuopu’s annual report forthe year 2022 ended, other than the financial statements and our audit report.Our opinion on the financial statements does not cover the other information and we do not and willnot express any form of assurance conclusion thereon.In combination with our audit of the financial statements, our responsibility is to read the otherinformation and, in doing so, consider whether the other information is materially inconsistent with thefinancial statements or our knowledge obtained in the audit, or otherwise appears to be materiallymisstated.
If, based on the work we have performed, we conclude that there is a material misstatement ofthis other information, we are required to report that fact. We have nothing to report in this regard.
V. Responsibilities of Management and Those Charged with Governance for the Financial
StatementsThe Management is responsible for preparing the financial statements in accordance with therequirements of Accounting Standards for Business Enterprises to achieve a fair presentation, and fordesigning, implementing and maintaining necessary internal control to ensure that the financialstatements are free from material misstatements, whether due to frauds or errors.In preparing the financial statements, the Management is responsible for assessing Tuopu’s ability tocontinue operating, disclosing matters related to continuous operation (if applicable) and using thehypothesis of continuous operation unless there is a plan to liquidate, terminate operations or no otherrealistic options.The management is responsible for supervising the financial reporting process of Tuopu.
VI. CPA's Responsibilities for the Audit of the Financial StatementsOur objectives are to obtain reasonable assurance about whether the financial statements as a wholeare free from material misstatement, whether due to fraud or error, and to issue an audit report thatincludes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that anaudit conducted in accordance with the audit standards will always detect a material misstatement whenit exists. Misstatements can arise from fraud or error and are considered material if, individually or in theaggregate, they could reasonably be expected to influence the economic decisions of users made on thebasis of these financial statements.
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
As part of an audit in accordance with the audit standards, 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, whetherdue to fraud or error, design and perform audit procedures responsive to those risks, and obtain auditevidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting amaterial misstatement resulting from fraud is higher than one resulting from error, as fraud may involvecollusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
(2) Obtain an understanding of internal control relevant to the audit in order to designappropriate audit procedures, but not for the purpose of expressing an opinion on the effectiveness of theCompany's internal control.
(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 using the going concern assumption by theManagement. At the same time, draw a conclusion, based on the audit evidence obtained, on whetherthere is significant uncertainty in matters or situations that may cause major doubts about Tuopu's abilityin continuous operation. If we conclude that a material uncertainty exists, we are required to drawattention in our audit report to the related disclosures in the financial statements or, if such disclosuresare inadequate, to modify our opinion. Our conclusions are based on the information available up to thedate of our audit report. However, future events or conditions may result in Tuopu 's inability to continueoperating.
(5) Evaluate the overall presentation (including the disclosures), structure and content of thefinancial statements, and whether the financial statements fairly reflect the relevant transactions andevents.
(6) Obtain sufficient and appropriate audit evidence regarding the financial information of theentities or business activities within Tuopu to express an opinion on the financial statements. We areresponsible for guiding, supervising and implementing the group audit, and remain solely responsible forour audit opinion.
We have communicated with those charged with governance on such matters as the scope of auditas planned, the schedule and material audit findings, including the defects in the internal control that areworth paying attention to found in this audit.
We have also provided those charged with governance with a statement on observing theprofessional ethics related to independence, and communicated with those charged with governance onall the relationships and other matters that might be reasonably deemed to affect our independence, andrelevant preventative measures (if applicable).
From the matters communicated with those charged with governance, we determine those mattersthat were of most significance in the audit of the financial statements of the current period and aretherefore the key audit matters. We describe these matters in our audit report unless law or regulationprecludes public disclosure about the matter or when, in extremely rare circumstances, we determine thata matter should not be communicated in our report because the adverse consequences of doing so wouldreasonably be expected to outweigh the public interest benefits of such communication.
BDO China Shu Lun Pan Certified Public Accountants LLP Chinese CPA: Yu Weiying(Special General Partnership) (Project partner)
Chinese CPA: Tang Wei
Shanghai, China Date: 17 April 2023
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
II. Financial Statements
Consolidated Balance SheetAs of 31 December 2022Prepared by: Ningbo Tuopu Group Co., Ltd.
Unit:Yuan Currency:RMB
| Item | Note | 2December 31, 2022 | December 31, 2021 |
| Current assets: | |||
| Cash and Bank Balances | Ⅶ、1 | 2,795,531,830.43 | 1,271,450,147.37 |
| Deposit Reservation for Balance | |||
| Loans to Banks and Other Financial Institutions | |||
| Trading Financial Assets | Ⅶ、2 | 954,888.48 | 321,507,846.86 |
| Derivative Financial Assets | |||
| Notes receivable | Ⅶ、4 | 410,801,964.08 | 364,139,072.40 |
| Accounts receivable | Ⅶ、5 | 4,347,460,987.76 | 3,168,220,804.95 |
| Receivables Financing | Ⅶ、6 | 1,157,514,623.70 | 972,493,168.64 |
| Prepayments | Ⅶ、7 | 117,134,585.39 | 84,489,104.36 |
| Premium Receivable | |||
| Reinsurance Accounts Receivable | |||
| Reinsurance Contract Reserves Receivable | |||
| Other Receivables | Ⅶ、8 | 140,748,361.64 | 44,679,367.27 |
| Including: interest receivable | |||
| Dividends Receivable | 3,719,979.84 | ||
| Buying Back the Sale of Financial Assets | |||
| Inventory | Ⅶ、9 | 3,255,860,915.66 | 2,296,983,843.07 |
| Contract Assets | |||
| Holding for-sale assets | |||
| Non-current Assets Due within 1 Year | |||
| Other Current Assets | Ⅶ、13 | 208,497,764.18 | 266,187,079.91 |
| Subtotal of Current Assets | 12,434,505,921.32 | 8,790,150,434.83 | |
| Non-current Assets: | |||
| Granting of loans and advances | |||
| Investment in Creditor's Rights | |||
| Investment in Other Creditor's Rights | |||
| Long-term Receivables | |||
| Long-term Equity Investment | Ⅶ、17 | 141,704,726.21 | 129,477,775.53 |
| Investment in Other Equity Instruments | |||
| Other Non-current Financial Assets | |||
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
| Investment Property | Ⅶ、20 | 25,126,095.85 | 29,929,216.74 |
| Fixed Assets | Ⅶ、21 | 8,725,700,134.49 | 5,831,567,302.57 |
| Projects under Construction | Ⅶ、22 | 3,553,833,187.91 | 1,990,647,471.76 |
| Productive Biological Assets | |||
| Oil and gas assets | |||
| Right-of-use Assets | Ⅶ、25 | 89,083,423.67 | 58,788,393.16 |
| Intangible Assets | Ⅶ、26 | 1,227,723,584.59 | 855,105,073.23 |
| Development Expenditure | |||
| Goodwill | Ⅶ、28 | 209,241,595.49 | 208,676,584.61 |
| Long-term unamortized expenses | Ⅶ、29 | 157,573,682.61 | 95,018,634.21 |
| Deferred Income Tax Assets | Ⅶ、30 | 191,559,722.76 | 135,100,879.84 |
| Other Non-current Assets | Ⅶ、31 | 754,078,748.57 | 558,231,000.78 |
| Total Non-current Assets | 15,075,624,902.15 | 9,892,542,332.43 | |
| Total Assets | 27,510,130,823.47 | 18,682,692,767.26 | |
| Current Liabilities: | |||
| Short-term loan | Ⅶ、32 | 1,132,536,757.84 | 1,214,591,106.66 |
| Borrowings from the Central Bank | |||
| Borrowings from Banks and Other Financial Institutions | |||
| Transactional financial liabilities | |||
| Derivative Financial Liabilities | |||
| Notes Payable | Ⅶ、35 | 2,986,683,115.16 | 2,333,423,633.37 |
| Accounts Payable | Ⅶ、36 | 4,828,236,418.41 | 3,225,754,064.50 |
| Received Prepayments | |||
| Contract liabilities | Ⅶ、38 | 22,053,112.07 | 22,575,563.28 |
| Financial Assets Sold for Repurchase | |||
| Deposit Taking and Interbank Deposit | |||
| Receiving from Vicariously Traded Securities | |||
| Receiving from Vicariously Sold Securities | |||
| Payroll payable | Ⅶ、39 | 268,698,963.77 | 193,766,884.51 |
| Tax Payable | Ⅶ、40 | 170,226,721.86 | 148,102,445.81 |
| Other Payables | Ⅶ、41 | 22,729,867.88 | 15,363,015.51 |
| Including: interest payable | 2,342,465.75 | ||
| Dividends Payable | |||
| Service Charge and Commission Payable | |||
| Reinsurance Accounts Payable | |||
| Holding for-sale liabilities | |||
| Non-current Liabilities Due within 1 Year | Ⅶ、43 | 23,450,209.53 | 19,018,076.84 |
| Other Current Liabilities | Ⅶ、44 | 166,036,174.17 | 193,908,274.06 |
| Subtotal of Current Liabilities | 9,620,651,340.69 | 7,366,503,064.54 | |
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
| Non-current Liabilities: | |||
| Insurance Contract Reserves | |||
| Long-term loan | Ⅶ、45 | 2,825,000,000.00 | 310,000,000.00 |
| Bonds Payable | 2,357,411,642.30 | ||
| Including: Preferred Stocks | |||
| Perpetual Bonds | |||
| Lease Liabilities | 67,084,816.51 | 40,685,114.26 | |
| Long-term Payables | |||
| Long-term payroll payable | |||
| Expected Liabilities | |||
| Deferred Income | Ⅶ、51 | 367,153,765.44 | 269,329,507.52 |
| Deferred Income Tax Liabilities | Ⅶ、30 | 112,925,117.20 | 75,749,671.63 |
| Other Non-current Liabilities | |||
| Total Non-current Liabilities | 5,729,575,341.45 | 695,764,293.41 | |
| Total Liabilities | 15,350,226,682.14 | 8,062,267,357.95 | |
| Owners’ Equity (or Shareholders' Equity): | |||
| Paid-in capital (or share Capital) | Ⅶ、53 | 1,102,046,572.00 | 1,102,046,572.00 |
| Other Equity Instruments | Ⅶ、54 | 143,214,233.30 | |
| Including: Preferred Stocks | |||
| Perpetual Bonds | |||
| Capital Reserves | Ⅶ、55 | 5,340,798,886.81 | 5,340,798,886.81 |
| Less: Treasury Share | |||
| Other Comprehensive Incomes | Ⅶ、57 | -21,343,831.86 | -24,978,896.47 |
| Special Reserves | |||
| Surplus Reserves | Ⅶ、59 | 631,484,906.94 | 543,809,467.58 |
| General Risk Reserves | |||
| Undistributed Profits | Ⅶ、60 | 4,933,178,573.10 | 3,627,091,164.15 |
| Total Shareholders' Equity Attributable to the Parent Company | 12,129,379,340.29 | 10,588,767,194.07 | |
| Minority Shareholders' Equity | 30,524,801.04 | 31,658,215.24 | |
| Total Shareholders' Equity | 12,159,904,141.33 | 10,620,425,409.31 | |
| Total Liabilities and Shareholders' Equity | 27,510,130,823.47 | 18,682,692,767.26 | |
Legal Representative: Wu Jianshu Accounting Work Officer: Hong Tieyang Accounting InstitutionOfficer: Hong Tieyang
Balance Sheet of the Parent Company
As of 31 December 2022Prepared by: Ningbo Tuopu Group Co., Ltd.
Unit: Yuan Currency:RMB
| Item | Note | December 31, 2022 | December 31, 2021 |
| Current Assets: | |||
| Cash and Bank Balances | 1,284,945,846.63 | 495,802,119.38 | |
| Trading Financial Assets | 320,000,000.00 | ||
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
| Derivative Financial Assets | |||
| Notes receivable | |||
| Accounts receivable | XVII、1 | 2,297,269,083.20 | 1,778,649,685.56 |
| Receivables Financing | 144,939,077.24 | 248,682,850.00 | |
| Prepayments | 77,638,963.69 | 46,040,551.32 | |
| Other Receivables | XVII、2 | 229,141,399.78 | 136,297,080.46 |
| Including: interest receivable | |||
| Dividends Receivable | 3,719,979.84 | ||
| Inventory | 957,961,047.03 | 827,202,417.23 | |
| Contract Assets | |||
| Holding for-sale assets | |||
| Non-current Assets Due within 1 Year | |||
| Other Current Assets | |||
| Subtotal of Current Assets | 4,991,895,417.57 | 3,852,674,703.95 | |
| Non-current Assets: | |||
| Investment in Creditor's Rights | |||
| Investment in Other Creditor's Rights | |||
| Long-term Receivables | |||
| Long-term Equity Investment | XVII、3 | 10,971,501,286.58 | 6,970,931,120.31 |
| Investment in Other Equity Instruments | |||
| Other Non-current Financial Assets | |||
| Investment Property | 25,126,095.85 | 29,929,216.74 | |
| Fixed Assets | 2,365,475,521.30 | 2,351,941,233.80 | |
| Projects under Construction | 346,048,327.78 | 236,446,945.07 | |
| Productive Biological Assets | |||
| Oil and gas assets | |||
| Right-of-use Assets | |||
| Intangible Assets | 284,237,623.81 | 253,862,756.23 | |
| Development Expenditure | |||
| Goodwill | |||
| Long-term unamortized expenses | 19,995,272.51 | 18,599,173.24 | |
| Deferred Income Tax Assets | 46,914,435.70 | 38,776,770.35 | |
| Other Non-current Assets | 85,008,025.51 | 84,846,194.82 | |
| Total Non-current Assets | 14,144,306,589.04 | 9,985,333,410.56 | |
| Total Assets | 19,136,202,006.61 | 13,838,008,114.51 | |
| Current Liabilities: | |||
| Short-term loan | 499,962,135.61 | 800,806,666.66 | |
| Transactional financial liabilities | |||
| Derivative Financial Liabilities | |||
| Notes Payable | 583,212,539.50 | 531,091,664.57 | |
| Accounts Payable | 1,497,847,166.32 | 1,417,930,187.52 | |
| Received Prepayments | |||
| Contract liabilities | 1,362,904.31 | 988,691.79 | |
| Payroll payable | 92,793,014.53 | 73,996,046.73 | |
| Tax Payable | 44,282,203.95 | 69,719,441.49 | |
| Other Payables | 6,768,604.13 | 5,080,317.49 | |
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
| Including: interest payable | 2,342,465.75 | ||
| Dividends Payable | |||
| Holding for-sale liabilities | |||
| Non-current Liabilities Due within 1 Year | |||
| Other Current Liabilities | 60,409,522.56 | 192,538,221.24 | |
| Subtotal of Current Liabilities | 2,786,638,090.91 | 3,092,151,237.49 | |
| Non-current Liabilities: | |||
| Long-term loan | 2,780,000,000.00 | 300,000,000.00 | |
| Bonds Payable | 2,357,411,642.30 | ||
| Including: Preferred Stocks | |||
| Perpetual Bonds | |||
| Lease Liabilities | |||
| Long-term Payables | |||
| Long-term payroll payable | |||
| Expected Liabilities | |||
| Deferred Income | 99,343,459.89 | 74,925,064.60 | |
| Deferred Income Tax Liabilities | 82,605,938.28 | 54,328,617.08 | |
| Other Non-current Liabilities | |||
| Subtotal of Non-current Liabilities | 5,319,361,040.47 | 429,253,681.68 | |
| Total Liabilities | 8,105,999,131.38 | 3,521,404,919.17 | |
| Owners’ Equity (or Shareholders' Equity): | |||
| Paid-in Capital (or Share Capital) | 1,102,046,572.00 | 1,102,046,572.00 | |
| Other Equity Instruments | 143,214,233.30 | ||
| Including: Preferred Stocks | |||
| Perpetual Bonds | |||
| Capital Reserves | 5,340,798,886.81 | 5,340,798,886.81 | |
| Less: Treasury Share | |||
| Other Comprehensive Incomes | |||
| Special Reserves | |||
| Surplus Reserves | 631,484,906.94 | 543,809,467.58 | |
| Undistributed Profits | 3,812,658,276.18 | 3,329,948,268.95 | |
| Total Owners’ Equity (or Shareholders' Equity) | 11,030,202,875.23 | 10,316,603,195.34 | |
| Total Liabilities and Owners’ Equity (or Shareholders' Equity) | 19,136,202,006.61 | 13,838,008,114.51 | |
Legal Representative: Wu Jianshu Accounting Work Officer: Hong Tieyang Accounting InstitutionOfficer:Hong Tieyang
Consolidated Income StatementFor the Period from January 2022 to December 2022
Unit: Yuan Currency: RMB
| Item | Note | 2022 | 2021 |
| I. Total Operating Revenue | 15,992,821,677.50 | 11,462,693,679.86 | |
| Including: Operating Revenue | VII、61 | 15,992,821,677.50 | 11,462,693,679.86 |
| Interest Income | |||
| Earned Premiums |
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
| Service Charge and Commission Income | |||
| II. Total Operating Cost | 14,012,525,037.88 | 10,244,907,294.48 | |
| Including: Operating Cost | VII、61 | 12,535,999,713.52 | 9,184,077,297.76 |
| Interest Expenditures | |||
| Service Charge and Commission Expenses | |||
| Surrender Value | |||
| Net Claims Paid | |||
| Net Amount of Withdrawn Reserve for Insurance Liability Contract | |||
| Policyholder Dividend Expense | |||
| Reinsurance Cost | |||
| Taxes and Surcharges | VII、62 | 94,289,020.85 | 70,224,214.79 |
| Sales Expenses | VII、63 | 220,240,238.99 | 157,043,325.10 |
| Administration expenses | VII、64 | 423,280,764.94 | 295,450,552.98 |
| Research and development expense | VII、65 | 750,718,588.09 | 502,493,456.38 |
| Financial Expenses | VII、66 | -12,003,288.51 | 35,618,447.47 |
| Including: interest expenses | 135,057,511.74 | 22,173,845.92 | |
| Interest Income | 35,832,053.75 | 23,748,186.60 | |
| Add: Other income | VII、67 | 62,494,498.92 | 35,952,112.57 |
| Investment Income (Mark"-" for Loss) | VII、68 | 39,131,881.78 | 35,465,407.66 |
| Including: Investment Income from Affiliates and Joint Ventures | 28,254,053.75 | 17,901,771.79 | |
| Profits from derecognition of Financial Assets at Amortized Cost | |||
| Exchange Gains (Mark"-" for Losses) | |||
| Profit of Net Exposure Hedging (Mark"-" for Loss) | |||
| Incomes from changes in fair value (losses marked with "-") | VII、70 | -552,958.38 | 252,506.50 |
| Credit Impairment Losses (Mark"-" for Loss) | VII、71 | -71,304,017.89 | -75,923,630.95 |
| Asset Impairment Losses (Mark"-" for Loss) | VII、72 | -32,291,487.20 | -69,095,096.13 |
| Asset Disposal Income (Mark"-" for Loss) | VII、73 | -24,682.27 | 195,282.02 |
| III. Operating Profit (Mark"-" for Loss) | 1,977,749,874.58 | 1,144,632,967.05 | |
| Add: Non-operating Revenues | VII、74 | 6,180,024.18 | 8,055,283.76 |
| Less: Non-operating Expenses | VII、75 | 24,018,137.53 | 6,415,200.41 |
| IV. Total Profit (Mark"-" for Total Loss) | 1,959,911,761.23 | 1,146,273,050.40 | |
| Less: Income Tax Expense | VII、76 | 260,945,038.07 | 128,441,109.88 |
| V. Net Profit (Mark"-" for Net Loss) | 1,698,966,723.16 | 1,017,831,940.52 | |
| (1) Classified by operation continuity | |||
| 1. Net Profit as a Going Concern | 1,698,966,723.16 | 1,017,831,940.52 | |
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
| (Mark"-" for Net Loss) | |||
| 2. Net Profit of Discontinued Operation (Mark"-" for Net Loss) | |||
| (2). Classified by the attribution of ownership | |||
| 1. Net Profit Attributable to Shareholders of Parent Company | 1,700,131,795.33 | 1,017,253,691.77 | |
| 2. Minority Shareholders' Profit and Loss | -1,165,072.17 | 578,248.75 | |
| VI. Net Amount of Other Comprehensive Incomes after Tax | 3,666,722.58 | -4,353,713.45 | |
| (1) Net Amount of Other Comprehensive Incomes after Tax Attributable to the Parent Company's Owner | 3,635,064.61 | -4,347,227.73 | |
| 1, Other comprehensive income that cannot be reclassified as P/L | |||
| (1) Re-measure the variation of the defined benefit plan | |||
| (2) Other comprehensive income that cannot be transferred to P/L under the equity method | |||
| (3) Changes in the fair value of investment in other equity instruments | |||
| (4) Changes in the fair value of the credit risk of the enterprise | |||
| 2. Other comprehensive income that will be reclassified as P/L | 3,635,064.61 | -4,347,227.73 | |
| (1) Other comprehensive income that can be transferred to P/L under the equity method | |||
| (2) Changes in the fair value of investment in other creditor's rights | |||
| (3) Financial assets reclassified into other comprehensive income | |||
| (4) Provisions for the credit impairment of investment in other creditor's rights | |||
| (5) Cash flow hedge reserves | |||
| (6) Currency translation difference | 3,635,064.61 | -4,347,227.73 | |
| (7) Others | |||
| (2) Net Amount of Other Comprehensive Incomes After Tax Attributable to Minority Shareholders | 31,657.97 | -6,485.72 | |
| VII. Total Comprehensive Income | 1,702,633,445.74 | 1,013,478,227.07 | |
| (1) Total Comprehensive Income Attributable to the Parent Company's Owner | 1,703,766,859.94 | 1,012,906,464.04 | |
| (2) Total Comprehensive Income Attributable to Minority Shareholders | -1,133,414.20 | 571,763.03 | |
| VIII. Earnings per Share: | |||
| (1) Basic Earnings per Share | 1.54 | 0.93 | |
| (2) Diluted Earnings per Share | 1.54 | 0.93 | |
If there is a business combination under the same control in the current period, the net profit earned bythe combined party before the combination is: RMB 0, and the net profit earned by the combined partyin the previous period is: RMB 0.
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
Legal Representative: Wu Jianshu Accounting Work Officer: Hong Tieyang Accounting InstitutionOfficer:Hong Tieyang
Income Statement of the Parent CompanyFor the Period from January 2022 to December 2022
Unit:Yuan Currency:RMB
| Item | Note | 2022 | 2021 |
| I. Operating Revenue | XVII、4 | 7,076,547,178.31 | 5,953,933,512.30 |
| Less: Operating Cost | XVII、4 | 5,389,017,319.94 | 4,689,682,162.26 |
| Taxes and Surcharges | 41,571,254.40 | 35,012,834.25 | |
| Sales Expenses | 12,320,324.81 | 8,181,542.00 | |
| Administration expenses | 169,649,690.80 | 138,293,024.79 | |
| Research and development expense | 434,534,489.91 | 334,185,990.08 | |
| Financial Expenses | 94,051,050.65 | 1,617,645.39 | |
| Including: interest expenses | 113,911,492.01 | 16,038,069.45 | |
| Interest Income | 18,926,305.18 | 17,786,838.32 | |
| Add: Other income | 23,513,606.06 | 12,194,311.65 | |
| Investment Income (Mark"-" for Loss) | XVII、5 | 39,131,881.78 | 35,465,407.66 |
| Including: Investment Income from Affiliates and Joint Ventures | 28,254,053.75 | 17,901,771.79 | |
| Profits from Derecognition of Financial Assets at Amortized Cost | |||
| Profit of Net Exposure Hedging (loss in "-") | |||
| Incomes from changes in fair value (loss in "-") | |||
| Credit Impairment Losses (loss in "-") | -26,244,459.58 | -24,390,573.22 | |
| Asset Impairment Losses (loss in "-") | -9,499,238.85 | -8,494,568.12 | |
| Asset Disposal Income (loss in "-") | -80,595.44 | 941,236.12 | |
| II. Operating Profit (loss in "-") | 962,224,241.77 | 762,676,127.62 | |
| Add: Non-operating Revenues | 1,152,149.76 | 1,576,264.30 | |
| Less: Non-operating Expenses | 2,851,919.84 | 2,296,967.69 | |
| III. Total Profit (total loss in “-“) | 960,524,471.69 | 761,955,424.23 | |
| Less: Income Tax Expense | 83,770,078.08 | 71,557,056.98 | |
| IV. Net Profit (Mark for Net Loss) | 876,754,393.61 | 690,398,367.25 | |
| (I) Net Profit as a Going Concern (net loss in “-“) | 876,754,393.61 | 690,398,367.25 | |
| (II) Net Profit of Discontinued Operation (net loss in “-“) | |||
| V. Net Amount of Other Comprehensive Incomes After Tax | |||
| (1) Other comprehensive income that cannot be reclassified as P/L | |||
| 1. Re-measure the variation of the defined benefit plan | |||
| 2. Other comprehensive income that cannot be transferred to P/L under the equity method | |||
| 3. Changes in the fair value of |
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
| investment in other equity instruments | |||
| 4. Changes in the fair value of the credit risk of the enterprise | |||
| (2) Other comprehensive income that will be reclassified as P/L | |||
| 1. Other comprehensive income that can be transferred to P/L under the equity method | |||
| 2. Changes in the fair value of investment in other creditor's rights | |||
| 3. Financial assets reclassified into other comprehensive income | |||
| 4. Provisions for the credit impairment of investment in other creditor's rights | |||
| 5. Cash flow hedge reserves | |||
| 6. Currency translation difference | |||
| 7. Others | |||
| VI. Total Comprehensive Income | 876,754,393.61 | 690,398,367.25 | |
| VII. Earnings per Share: | |||
| (I) Basic Earnings per Share | 0.80 | 0.63 | |
| (II) Diluted Earnings per Share | 0.80 | 0.63 | |
Legal Representative: Wu Jianshu Accounting Work Officer: Hong Tieyang Accounting InstitutionOfficer:Hong Tieyang
Consolidated Cash Flow StatementFor the Period from January 2022 to December 2022
Unit：Yuan Currency：RMB
| Item | Note | 2022 | 2021 |
| I. Cash Flow Generated by Operational Activities: | |||
| Cash from Sales of Merchandise and Provision of Services | 16,122,523,754.96 | 12,258,008,436.31 | |
| Net Increase in Customer's Bank Deposits and Interbank Deposits | |||
| Net Increase in Borrowings from the Central Bank | |||
| Net Increase in Borrowings from Other Financial Institutions | |||
| Cash Arising from Receiving Premiums for the Original Insurance Contract | |||
| Net Amount Arising from Reinsurance Business | |||
| Net Increase in Deposits and Investments from Policyholders | |||
| Cash Arising from Interests, Service Charges and Commissions | |||
| Net Increase in Borrowings from Banks and Other Financial Institutions | |||
| Net Increase in Repurchase | |||
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
| Business Funds | |||
| Net Amount of Cash Received from the Vicariously Traded Securities | |||
| Tax Refund | 840,256,007.57 | 308,679,642.97 | |
| Other Received Cashes Related to Operational Activities | VII、78 | 219,062,234.00 | 132,210,754.56 |
| Subtotal of cash inflow from operational activities | 17,181,841,996.53 | 12,698,898,833.84 | |
| Cash Paid for Merchandise and Services | 11,453,557,445.61 | 9,413,188,151.08 | |
| Net Increase in Loans and Advances to Customers | |||
| Net Increase in Deposits with Central Bank and Other Financial Institutions | |||
| Cash Paid for Original Insurance Contract Claims | |||
| Net increase of funds lent | |||
| Cash Paid for Interests, Service Charges and Commissions | |||
| Cash Paid for Policy Dividends | |||
| Cash Paid to and for Employees | 1,997,897,842.15 | 1,292,836,037.31 | |
| Cash Paid for Taxes and Surcharges | 746,268,738.06 | 366,068,479.39 | |
| Other Paid Cashes Related to Operational Activities | VII、78 | 700,097,882.31 | 439,986,972.71 |
| Subtotal of cash outflow from operational activities | 14,897,821,908.13 | 11,512,079,640.49 | |
| Net cash flow generated by operating activities | 2,284,020,088.40 | 1,186,819,193.35 | |
| II. Cash Flow from Investment Activities: | |||
| Cash Arising from Disposal of Investments | 870,877,828.03 | 1,467,563,635.87 | |
| Cash Arising from Investment Incomes | 12,719,979.84 | 35,000,000.00 | |
| Net Cash Arising from Disposal of Fixed Assets, Intangible Assets and Other Long-term Assets | 22,543,846.20 | 51,659,857.46 | |
| Net Cash Arising from Disposal of Subsidiaries and Other Business Units | |||
| Other Received Cashes Related to Investment Activities | VII、78 | 16,909,763.45 | |
| Subtotal of cash inflow from investment activities | 923,051,417.52 | 1,554,223,493.33 | |
| Cash Paid for Purchase and Construction of Fixed Assets, Intangible Assets and Other Long-term Assets | 5,425,571,755.88 | 3,520,648,226.25 | |
| Cash Paid for Investments | 540,000,000.00 | 1,770,000,000.00 | |
| Net Increase in Pledge Loans | |||
| Net Cash Paid for Acquisition of Subsidiaries and Other Business Units | |||
| Other Paid Cashes Related to | VII、78 | 63,300,000.00 | |
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
| Investment Activities | |||
| Subtotal of Cash Outflow from Investment Activities | 6,028,871,755.88 | 5,290,648,226.25 | |
| Net amount of cash flow generated by investment activities | -5,105,820,338.36 | -3,736,424,732.92 | |
| III. Cash Flow from Financing Activities: | |||
| Cash Arising from Absorbing Investments | 1,978,417,846.74 | ||
| Including: Cash Arising from Subsidiaries Absorbing Investments by Minority Shareholders | |||
| Cash Arising from Borrowings | 6,802,086,141.53 | 2,179,755,470.00 | |
| Other Received Cashes Related to Financing Activities | VII、78 | 169,600,000.00 | 1,000,000.00 |
| Subtotal of cash inflow from financing activities | 6,971,686,141.53 | 4,159,173,316.74 | |
| Cash Paid for Debts Repayment | 1,879,970,540.00 | 1,056,449,918.89 | |
| Cash Paid for Distribution of Dividends and Profits or Payment of Interests | 396,583,649.33 | 207,000,683.79 | |
| Including: Dividends and Profits Paid to Minority Shareholders by Subsidiaries | |||
| Other Paid Cashes Related to Financing Activities | VII、78 | 398,382,979.85 | 72,162,183.51 |
| Subtotal of cash outflow from financing activities | 2,674,937,169.18 | 1,335,612,786.19 | |
| Net cash flow generated by financing activities | 4,296,748,972.35 | 2,823,560,530.55 | |
| IV. Impact of Fluctuation in Exchange Rate on Cash and Cash Equivalents | -408,560.09 | -13,149,022.08 | |
| V. Net Increase in Cash and Cash Equivalents | 1,474,540,162.30 | 260,805,968.90 | |
| Add: Cash and Cash Equivalents at the Commencement of the Period | 935,672,390.98 | 674,866,422.08 | |
| VI. Cash and Cash Equivalents at the End of the Period | 2,410,212,553.28 | 935,672,390.98 | |
Legal Representative: Wu Jianshu Accounting Work Officer: Hong Tieyang Accounting InstitutionOfficer: Hong Tieyang
Cash Flow Statement of the Parent CompanyFor the Period from January 2022 to December 2022
Unit:Yuan Currency:RMB
| Item | Note | 2022 | 2021 |
| I. Cash Flow Generated by Operational Activities: | |||
| Cash from Sales of Merchandise and Provision of Services | 5,590,419,037.59 | 5,102,705,556.30 | |
| Tax Refund | |||
| Other Received Cashes Related to Operational Activities | 67,755,649.54 | 36,545,686.42 | |
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
| Subtotal of cash inflow from operational activities | 5,658,174,687.13 | 5,139,251,242.72 | |
| Cash Paid for Merchandise and Services | 3,540,668,521.80 | 2,672,538,944.20 | |
| Cash Paid to and for Employees | 701,624,412.42 | 541,182,194.28 | |
| Cash Paid for Taxes and Surcharges | 329,280,493.47 | 225,107,365.46 | |
| Other Paid Cashes Related to Operational Activities | 277,901,664.88 | 197,961,036.02 | |
| Subtotal of cash outflow from operational activities | 4,849,475,092.57 | 3,636,789,539.96 | |
| Net cash flow generated by operating activities | 808,699,594.56 | 1,502,461,702.76 | |
| II. Cash Flow from Investment Activities: | |||
| Cash Arising from Disposal of Investments | 870,877,828.03 | 1,467,563,635.87 | |
| Cash Arising from Investment Incomes | 12,719,979.84 | 35,000,000.00 | |
| Net Cash Arising from Disposal of Fixed Assets, Intangible Assets and Other Long-term Assets | 79,325,016.86 | 24,383,813.88 | |
| Net Cash Arising from Disposal of Subsidiaries and Other Business Units | |||
| Other Received Cashes Related to Investment Activities | 1,038,381,600.00 | 311,900,000.00 | |
| Subtotal of cash inflow from investment activities | 2,001,304,424.73 | 1,838,847,449.75 | |
| Cash Paid for Purchase and Construction of Fixed Assets, Intangible Assets and Other Long-term Assets | 568,499,551.81 | 394,695,648.75 | |
| Cash Paid for Investments | 4,521,316,112.52 | 4,689,974,384.30 | |
| Net Cash Paid for Acquisition of Subsidiaries and Other Business Units | |||
| Other Paid Cashes Related to Investment Activities | 1,118,909,600.00 | 369,704,073.13 | |
| Subtotal of Cash Outflow from Investment Activities | 6,208,725,264.33 | 5,454,374,106.18 | |
| Net amount of cash flow generated by investment activities | -4,207,420,839.60 | -3,615,526,656.43 | |
| III. Cash Flow from Financing Activities: | |||
| Cash Arising from Absorbing Investments | 1,978,417,846.74 | ||
| Cash Arising from Borrowings | 6,018,972,641.53 | 1,250,000,000.00 | |
| Other Received Cashes Related to Financing Activities | 169,600,000.00 | 1,000,000.00 | |
| Subtotal of cash inflow from financing activities | 6,188,572,641.53 | 3,229,417,846.74 | |
| Cash Paid for Debts Repayment | 1,350,500,000.00 | 550,378,888.89 | |
| Cash Paid for Distribution of Dividends and Profits or Payment of Interest | 381,356,170.27 | 204,783,413.17 | |
| Other Paid Cashes Related to Financing Activities | 275,177,346.31 | 57,090,308.69 | |
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
| Subtotal of cash outflow from financing activities | 2,007,033,516.58 | 812,252,610.75 | |
| Net cash flow generated by financing activities | 4,181,539,124.95 | 2,417,165,235.99 | |
| IV. Impact of Fluctuation in Exchange Rate on Cash and Cash Equivalents | -127,226.65 | ||
| V. Net Increase in Cash and Cash Equivalents | 782,690,653.26 | 304,100,282.32 | |
| Add: Cash and Cash Equivalents at the Commencement of the Period | 495,802,119.38 | 191,701,837.06 | |
| VI. Cash and Cash Equivalents at the End of the Period | 1,278,492,772.64 | 495,802,119.38 |
Legal Representative: Wu Jianshu Accounting Work Officer: Hong Tieyang Accounting InstitutionOfficer: Hong Tieyang
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
Consolidated Statement of Changes in Owners' EquityFor the Period from January 2022 to December 2022
Unit:Yuan Currency:RMB
| Item | 2022 | ||||||||||||||
| Shareholders' Equity Attributable to the Parent Company's Owner | Minority Shareholders 'Equity | Total Shareholder s' Equity | |||||||||||||
| Paid-in Capital (or Share Capital) | Other Equity Instruments | Capital Reserves | Less: Treasury Shares | Other Comprehensive Incomes | Special Reserves | Surplus Reserves | General Risk Reserves | Undistributed Profits | Others | Subtotal | |||||
| Preferred Stocks | Perpetual Bonds | Others | |||||||||||||
| I. Balance at the End of Last Year | 1,102,046,572.00 | 5,340,798,886.81 | -24,978,896.47 | 543,809,467.58 | 3,627,091,164.15 | 10,588,767,194.07 | 31,658,215.24 | 10,620,425,409.31 | |||||||
| Add: Changes in Accounting Policies | |||||||||||||||
| Correction of Errors in the Previous Period | |||||||||||||||
| Consolidated under the Same Control | |||||||||||||||
| Others | |||||||||||||||
| II. Balance at the Start of This Year | 1,102,046,572.00 | 5,340,798,886.81 | -24,978,896.47 | 543,809,467.58 | 3,627,091,164.15 | 10,588,767,194.07 | 31,658,215.24 | 10,620,425,409.31 | |||||||
| III. Increases or Decreases in This Period (Decreases in "-") | 143,214,233.30 | 3,635,064.61 | 87,675,439.36 | 1,306,087,408.95 | 1,540,612,146.22 | -1,133,414.20 | 1,539,478,732.02 | ||||||||
| (I) Total Comprehensive Income | 3,635,064.61 | 1,700,131,795.33 | 1,703,766,859.94 | -1,133,414.20 | 1,702,633,445.74 | ||||||||||
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
| (II) Shareholders' Contribution and Reduction in Capital | |||||||||||||||
| 1. Common stock invested by the owner | |||||||||||||||
| 2. Capital Invested by Holders of Other Equity Instruments | |||||||||||||||
| 3. Amount of Share-based Payments Recorded into Shareholders' Equity | |||||||||||||||
| 4. Others | |||||||||||||||
| (III) Profit Distribution | 87,675,439.36 | -394,044,386.38 | -306,368,947.02 | -306,368,947.02 | |||||||||||
| 1. Appropriation of Surplus Reserves | 87,675,439.36 | -87,675,439.36 | |||||||||||||
| 2. Appropriation of General Risk Reserves | |||||||||||||||
| 3. Distribution to Owners (or Shareholders) | -306,368,947.02 | -306,368,947.02 | -306,368,947.02 | ||||||||||||
| 4. Others | |||||||||||||||
| (IV) Internal Carry-forward of Shareholders' Equity | |||||||||||||||
| 1. Capital Reserves Transferred into Capital (or Share Capital) | |||||||||||||||
| 2. Surplus Reserves Transferred into Capital (or Share Capital) | |||||||||||||||
| 3. Surplus Reserves |
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
| Covering Losses | |||||||||||||||
| 4. Carry-forward retained earnings of the variation of the defined benefit plan | |||||||||||||||
| 5.Other Carry-forward Retained Earnings of the Comprehensive Income | |||||||||||||||
| 6. Others | |||||||||||||||
| (V) Special Reserves | |||||||||||||||
| 1. Withdrawal in this period | |||||||||||||||
| 2. Used in this period | |||||||||||||||
| (VI) Others | 143,214,233.30 | 143,214,233.30 | 143,214,233.30 | ||||||||||||
| IV. Balance at the End of This Period | 1,102,046,572.00 | 143,214,233.30 | 5,340,798,886.81 | -21,343,831.86 | 631,484,906.94 | 4,933,178,573.10 | 12,129,379,340.29 | 30,524,801.04 | 12,159,904,141.33 |
| Item | 2021 | ||||||||||||||
| Shareholders' Equity Attributable to the Parent Company's Owner | Minority Shareholders' Equity | Total Shareholders' Equity | |||||||||||||
| Paid-in Capital (Or Share Capital) | Capital Reserves | Less: Treasury Share | Other Comprehensive Incomes | Special Reserves | Surplus Reserves | Genera l Risk Reserves | Undistributed Profits | Others | Subtotal | ||||||
| Preferred Stocks | Perpetual Bonds | Others | |||||||||||||
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
| I. Balance at the End of Last Year | 1,054,987,749.00 | 3,409,439,863.07 | -20,631,668.74 | 474,769,630.86 | 2,868,429,319.48 | 7,786,994,893.67 | 31,086,452.21 | 7,818,081,345.88 | |||||||
| Add: Changes in Accounting Policies | |||||||||||||||
| Correction of Errors in the Previous Period | |||||||||||||||
| Consolidated under the Same Control | |||||||||||||||
| Others | |||||||||||||||
| II. Balance at the Start of This Year | 1,054,987,749.00 | 3,409,439,863.07 | -20,631,668.74 | 474,769,630.86 | 2,868,429,319.48 | 7,786,994,893.67 | 31,086,452.21 | 7,818,081,345.88 | |||||||
| III. Increases or Decreases in This Period (Decreases in “-“) | 47,058,823.00 | 1,931,359,023.74 | -4,347,227.73 | 69,039,836.72 | 758,661,844.67 | 2,801,772,300.40 | 571,763.03 | 2,802,344,063.43 | |||||||
| (I) Total Comprehensive Income | -4,347,227.73 | 1,017,253,691.77 | 1,012,906,464.04 | 1,012,906,464.04 | |||||||||||
| (II) Shareholders' Contribution and Reduction in Capital | 47,058,823.00 | 1,931,359,023.74 | 1,978,417,846.74 | 571,763.03 | 1,978,989,609.77 | ||||||||||
| 1. Common stock invested by the owner | 47,058,823.00 | 1,931,359,023.74 | 1,978,417,846.74 | 571,763.03 | 1,978,989,609.77 | ||||||||||
| 2. Capital Invested by Holders of Other Equity Instruments | |||||||||||||||
| 3. Amount of Share-based Payments Recorded into Shareholders' Equity | |||||||||||||||
| 4. Others | |||||||||||||||
| (III) Profit Distribution | 69,039,836.72 | -258,591,847.1 | -189,552,010 | -189,552,010.38 |
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
| 0 | .38 | ||||||||||||||
| 1. Appropriation of Surplus Reserves | 69,039,836.72 | -69,039,836.72 | |||||||||||||
| 2. Appropriation of General Risk Reserves | |||||||||||||||
| 3. Distribution to Owners (or Shareholders) | -189,552,010.38 | -189,552,010.38 | -189,552,010.38 | ||||||||||||
| 4. Others | |||||||||||||||
| (IV) Internal Carry-forward of Shareholders' Equity | |||||||||||||||
| 1. Capital Reserves Transferred into Capital (or Share Capital) | |||||||||||||||
| 2. Surplus Reserves Transferred into Capital (or Share Capital) | |||||||||||||||
| 3. Surplus Reserves Covering Losses | |||||||||||||||
| 4. Carry-forward retained earnings of the variation of the defined benefit plan | |||||||||||||||
| 5. Other Carry-forward Retained Earnings of the Comprehensive Income | |||||||||||||||
| 6. Others | |||||||||||||||
| (V) Special Reserves | |||||||||||||||
| 1. Withdrawal in this period | |||||||||||||||
| 2. Used in this period | |||||||||||||||
| (VI) Others | |||||||||||||||
| IV. Balance at the | 1,102,046, | 5,340,7 | -24,97 | 543,809, | 3,627,0 | 10,588 | 31,658,2 | 10,620,4 |
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
| End of This Period | 572.00 | 98,886.81 | 8,896.47 | 467.58 | 91,164.15 | ,767,194.07 | 15.24 | 25,409.31 |
Legal Representative: Wu Jianshu Accounting Work Officer: Hong Tieyang Accounting Institution Officer: Hong Tieyang
Statement of Changes in Owners' Equity of the Parent Company
For the Period from January 2022 to December 2022
Unit:Yuan Currency:RMB
| Item | 2022 | ||||||||||
| Paid-in Capital (or Share Capital) | Other Equity Instruments | Capital Reserves | Less: Treasury Share | Other Comprehensive Incomes | Special Reserves | Surplus Reserves | Undistributed Profits | Total Shareholders' Equity | |||
| Preferred Stocks | Perpetual Bonds | Others | |||||||||
| I. Balance at the End of Last Year | 1,102,046,572.00 | 5,340,798,886.81 | 543,809,467.58 | 3,329,948,268.95 | 10,316,603,195.34 | ||||||
| Add: Changes in Accounting Policies | |||||||||||
| Correction of Errors in the Previous Period | |||||||||||
| Others | |||||||||||
| II. Balance at the Start of This Year | 1,102,046,572.00 | 5,340,798,886.81 | 543,809,467.58 | 3,329,948,268.95 | 10,316,603,195.34 | ||||||
| III. Increases or Decreases in This Period (Decreases in “-“) | 143,214,233.30 | 87,675,439.36 | 482,710,007.23 | 713,599,679.89 | |||||||
| (1) Total comprehensive income | 876,754,393.61 | 876,754,393.61 | |||||||||
| II) Shareholders' Contribution and Reduction in Capital | |||||||||||
| 1. Common stock invested by the owner | |||||||||||
| 2. Capital Invested by Holders of Other Equity Instruments | |||||||||||
| 3. Amount of Share-based Payments Recorded into Shareholders' Equity | |||||||||||
| 4. Others | |||||||||||
| (III) Profit Distribution | 87,675,439.36 | -394,044,386.38 | -306,368,947.02 | ||||||||
| 1. Appropriation of Surplus | 87,675,439.36 | -87,675,439.36 | |||||||||
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
| Reserves | |||||||||||
| 2. Distribution to Owners (or Shareholders) | -306,368,947.02 | -306,368,947.02 | |||||||||
| 3. Others | |||||||||||
| (IV) Internal Carry-forward of Shareholders' Equity | |||||||||||
| 1. Capital Reserves Transferred into Capital (or Share Capital) | |||||||||||
| 2. Surplus Reserves Transferred into Capital (or Share Capital) | |||||||||||
| 3. Surplus Reserves Covering Losses | |||||||||||
| 4. Carry-forward retained earnings of the variation of the defined benefit plan | |||||||||||
| 5. Other Carry-forward Retained Earnings of the Comprehensive Income | |||||||||||
| 6. Others | |||||||||||
| (V) Special Reserves | |||||||||||
| 1. Withdrawal in this period | |||||||||||
| 2. Used in This Period | |||||||||||
| (VI) Others | 143,214,233.30 | 143,214,233.30 | |||||||||
| IV. Balance at the End of This Period | 1,102,046,572.00 | 143,214,233.30 | 5,340,798,886.81 | 631,484,906.94 | 3,812,658,276.18 | 11,030,202,875.23 |
| Item | 2021 | ||||||||||
| Paid-in Capital (Or Share Capital) | Other Equity Instruments | Capital Reserves | Less: Treasury Share | Other Comprehensive Incom | Special Reserves | Surplus Reserves | Undistributed Profits | Total Shareholders' Equity | |||
| Preferred Stocks | Perpetual Bonds | Others | |||||||||
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
| es | |||||||||||
| I. Balance at the End of Last Year | 1,054,987,749.00 | 3,409,439,863.07 | 474,769,630.86 | 2,898,141,748.80 | 7,837,338,991.73 | ||||||
| Add: Changes in Accounting Policies | |||||||||||
| Correction of Errors in the Previous Period | |||||||||||
| Others | |||||||||||
| II. Balance at the Start of This Year | 1,054,987,749.00 | 3,409,439,863.07 | 474,769,630.86 | 2,898,141,748.80 | 7,837,338,991.73 | ||||||
| III. Increases or Decreases in This Period (Decreases in “-“) | 47,058,823.00 | 1,931,359,023.74 | 69,039,836.72 | 431,806,520.15 | 2,479,264,203.61 | ||||||
| (I) Total Comprehensive Income | 690,398,367.25 | 690,398,367.25 | |||||||||
| (II) Shareholders' Contribution and Reduction in Capital | 47,058,823.00 | 1,931,359,023.74 | 1,978,417,846.74 | ||||||||
| 1. Common stock invested by the owner | 47,058,823.00 | 1,931,359,023.74 | 1,978,417,846.74 | ||||||||
| 2. Capital Invested by Holders of Other Equity Instruments | |||||||||||
| 3. Amount of Share-based Payments Recorded into Shareholders' Equity | |||||||||||
| 4. Others | |||||||||||
| (III) Profit Distribution | 69,039,836.72 | -258,591,847.10 | -189,552,010.38 | ||||||||
| 1. Appropriation of Surplus Reserves | 69,039,836.72 | -69,039,836.72 | |||||||||
| 2. Distribution to Owners (or Shareholders) | -189,552,010.38 | -189,552,010.38 | |||||||||
| 3. Others | |||||||||||
| (IV) Internal Carry-forward of Shareholders' Equity | |||||||||||
| 1. Capital Reserves Transferred into Capital (or Share Capital) | |||||||||||
| 2. Surplus Reserves Transferred into Capital (or |
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
| Share Capital) | |||||||||||
| 3. Surplus Reserves Covering Losses | |||||||||||
| 4. Carry-forward retained earnings of the variation of the defined benefit plan | |||||||||||
| 5. Other Carry-forward Retained Earnings of the Comprehensive Income | |||||||||||
| 6. Others | |||||||||||
| (V) Special Reserves | |||||||||||
| 1. Withdrawal in this period | |||||||||||
| 2. Used in this period | |||||||||||
| (VI) Others | |||||||||||
| IV. Balance at the End of This Period | 1,102,046,572.00 | 5,340,798,886.81 | 543,809,467.58 | 3,329,948,268.95 | 10,316,603,195.34 |
Legal Representative: Wu Jianshu Accounting Work Officer: Hong Tieyang Accounting Institution Officer: Hong Tieyang
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
III. Basic Information about the Company
1. Company Profile
√Applicable □Non-applicable
Ningbo Tuopu Group Co., Ltd. (hereinafter referred to as "Company" or "The Company"), acompany limited by shares changed from Ningbo Tuopu Brake System Co., Ltd., incorporated byMECCA INTERNATIONAL HOLDING （HK） LIMITED, Ningbo Jinlun Equity InvestmentPartnership (Limited Partnership) and Ningbo Jinrun Equity Investment Partnership (LimitedPartnership), holder of the Corporate Business License (Registration No.: 91330200761450380T), listedon Shanghai Stock Exchange (SSE) in March 2015, is specialized in manufacturing - automobilemanufacturing.As of December 31, 2022, the Company has issued a total of 1,102,046,572 shares, with aregistered capital of RMB 1,102,046,572 million, registered address: 268 Yuwangshan Road, DaqiStreet, Beilun District, Ningbo, Zhejiang, headquartered in 268 Yuwangshan Road, Daqi Street, BeilunDistrict, Ningbo, Zhejiang, is engaged in R&D, production and sales of automobile parts. MECCAINTERNATIONAL HOLDING （HK） LIMITED is the parent company of the Company is, and WuJianshu is the actual controller of the Company.This financial statement was approved for release by the Board of Directors on April 17, 2023.
2. Scope of consolidated statement
√Applicable □Non-applicable
As of December 31
st, 2022, the subsidiaries included in the scope of consolidated statement ofthe Company are as follows:
| Name of Subsidiary |
| 1.Ningbo Tuopu Import and Export Co., Ltd. (hereinafter referred to as "Tuopu Imp&Exp.") |
| 2. Ningbo Tuopu Automobile Parts Co., Ltd. (hereinafter referred to as "Tuopu Parts") |
| 3. Ningbo Tuopu Acoustics Vibration Technology Co., Ltd. (hereinafter referred to as "Tuopu Acoustics Vibration") |
| 4. Yantai Tuopu Automobile Parts Co., Ltd. (hereinafter referred to as "Yantai Tuopu") |
| 5. Liuzhou Tuopu Automobile Parts Co., Ltd. (hereinafter referred to as "Liuzhou Tuopu") |
| 6. Shenyang Tuopu Automobile Parts Co., Ltd. (hereinafter referred to as "Shenyang Tuopu") |
| 7. Ningbo Ushone Drive-by-Wire Chassis Co., Ltd.(hereinafter referred to as “Ushone Drive-by-Wire Chassis”) |
| 8. Tuopu North American Ltd (hereinafter referred to as " North American ") |
| 9. Ningbo Qianhui Automobile Trim Parts Co., Ltd. (hereinafter referred to as "Ningbo Qianhui") |
| 10. Tuopu North American USA Limited,INC (hereinafter referred to as " Tuopu North American USA") |
| 11. Sichuan Tuopu Automobile Parts Co., Ltd. (hereinafter referred to as "Sichuan Tuopu") |
| 12. Wuhan Tuopu Maigao Automobile Parts Co., Ltd. (hereinafter referred to as "Wuhan Tuopu") |
| 13. Pinghu Tuopu Special Fabric Co., Ltd. (hereinafter referred to as "Pinghu Tuopu") |
| 14. Shanghai Towin Automotive Technology Co., Ltd. (hereinafter referred to as "Shanghai Towin") |
| 15. Ningbo Tuopu Industrial Automation Co., Ltd. (hereinafter referred to as "Tuopu Industrial |
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
| Name of Subsidiary |
| Automation") |
| 16. Ningbo Tuopu Investment Co., Ltd. (hereinafter referred to as "Tuopu Investment") |
| 17. Ningbo Ushone E-commerce Co., Ltd. (hereinafter referred to as "Ushone E-commerce") |
| 18. Tuopu Group International Co., Ltd. (hereinafter referred to as "Tuopu International") |
| 19. Baoji Tuopu Maigao Automobile Parts Co., Ltd. (hereinafter referred to as "Baoji Tuopu") |
| 20. Taizhou Tuopu Automobile Parts Co., Ltd. (hereinafter referred to as "Taizhou Tuopu") |
| 21. Ningbo Tuopu Mechatronic System Co., Ltd. (hereinafter referred to as "Tuopu Mechatronic System") |
| 22. Tuopu Do Brasil Autope?as Ltda. (hereinafter referred to as "Tuopu Brasil") |
| 23. Tuopu Sweden Technology AB (hereinafter referred to as "Tuopu Sweden") |
| 24. Jinzhong Tuopu Automobile Parts Co., Ltd. (hereinafter referred to as "Jinzhong Tuopu") |
| 25. Shenzhen Towin Automotive Technology Co., Ltd. (hereinafter referred to as "Shenzhen Towin") |
| 26. Zhejiang Towin Automobile Parts Co., Ltd. (hereinafter referred to as "Zhejiang Towin") |
| 27. Sichuan Maigao Automobile Parts Co., Ltd. (hereinafter referred to as "Sichuan Maigao") |
| 28. Hunan Tuopu Automobile Parts Co., Ltd. (hereinafter referred to as "Hunan Tuopu") |
| 29. TUOPU (MALAYSIA) SDN.BHD. (hereinafter referred to as "Tuopu Malaysia") |
| 30. Tuopu USA, LLC (hereinafter referred to as "Tuopu USA") |
| 31. Ningbo Tuopu Chassis System Co., Ltd. (hereinafter referred to as "Tuopu Chassis") |
| 32. Tuopu EV Thermal Management System (Ningbo) Co., Ltd. (hereinafter referred to as "Tuopu Thermal Management") |
| 33. Huzhou Tuopu Automobile Parts Co., Ltd. (hereinafter referred to as “Huzhou Tuopu”) |
| 34、Xi’an Tuopu Automobile Parts Co., Ltd (hereinafter referred to as “Xi’an Tuopu”) |
| 35、Shanghai Tuopu Automobile Parts Co., Ltd. (hereinafter referred to as “Shanghai Tuopu”) |
| 36、TUOPU POLAND SP.Z.O.O (hereinafter referred to as “Tuopu Poland”) |
37、Tuopu Photovoltaic Technology (Ningbo Beilun) Co., Ltd. (hereinafter referred to as “TuopuPhotovoltaic Technology (Ningbo Beilun)”)
| 38、Tuopu Photovoltaic Technology (Ningbo Hangzhou Bay New Area) Co., Ltd. (hereinafter referred to as “Tuopu Photovoltaic Technology (Ningbo Hangzhou Bay New Area)”) |
| 39、Tuopu Photovoltaic Technology (Pinghu) Co., Ltd.(hereinafter referred to as “Tuopu Photovoltaic Technology (Tuopu Photovoltaic Technology (Pinghu))”) |
| 40. Ningbo Ushone Electronic Chassis Co., Ltd. (hereinafter referred to as “Ushone Electronic Chassis”) |
| 41. Tuopu Automotive Chassis (Chongqing) Co., Ltd. (hereinafter referred to as "Chongqing Chassis") |
| 42.Tuopu Skateboard Chassis (Ningbo) Co., Ltd. (hereinafter referred to as "Skateboard Chassis") |
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
| Name of Subsidiary |
| 43. Tuopu Chassis System (Anhui) Co., Ltd. (hereinafter referred to as "Anhui Tuopu") |
| 44. TUOPU GROUP MEXICO,S.de R.L. de C.V (hereinafter referred to as "Tuopu Mexico") |
| 45. Chongqing Tuopu Automobile Parts Co., Ltd. (hereinafter referred to as "Chongqing Tuopu") |
| 46. Hangzhou Tuopu Automobile Parts Co., Ltd. (hereinafter referred to as "Hangzhou Tuopu") |
| 47. Tuopu Photovoltaic Technology (Taizhou) Co., Ltd. ) Co., Ltd. (hereinafter referred to as " Tuopu Photovoltaic Technology (Taizhou)") |
| 48. Tuopu Photovoltaic Technology (Jinhua) Co., Ltd. ) Co., Ltd. (hereinafter referred to as " Tuopu Photovoltaic Technology (Jinhua)") |
More details about the subsidiaries of the Company are available in “IX. Interests in other entities”.More details about the changes in the scope of consolidation are available in “VIII. Changes in thescope of consolidation”.
IV. Basis for Preparing the Financial Statement
1. Basis for the preparation
The Company prepares the financial statement, as a going concern.based on transactions and matters that have actually occurred, in accordance with “AccountingStandards for Business Enterprises - Basic Standards” issued by the Ministry of Finance and all specificaccounting standards, application guidelines for accounting standards for business enterprises,explanations on the accounting standards for business enterprises and other related regulations(hereinafter collectively as "Accounting Standards for Business Enterprises"), and the disclosureprovisions in the “Preparation Rules for Information Disclosures by Companies Offering Securities tothe Public No. 15 - General Provisions on Financial Reports” issued by CSRC.
2. Going concern
√Applicable □Non-applicable
These financial statements have been prepared on a going concern basis.
The Company has going-concern ability for at least 12 months from the end of the reporting period,without any significant item affecting the capability for continuing as a going concern.
V. Significant Accounting Polices and Accounting EstimatesNotes to specific accounting policies and accounting estimates:
√Applicable □Non-applicable
The following disclosures cover the specific accounting policies and accounting estimates formulatedby the Company according to the characteristics of its production and operation.
1. Statement on compliance with Accounting Standards for Business Enterprises
These financial statements are in line with the provisions of the “Accounting Standards forBusiness Enterprises”as enacted by the Ministry of Finance, and truly and fully reflect the consolidatedand the parent’s financial standing as of December 31, 2022, as well as the consolidated and the parent’soperating results and cash flows in 2022.
2. Accounting Period
The period from the 1st day of January to the 31st day of December in the Gregorian calendar iscounted as an accounting period.
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
3. Operating cycle
√Applicable □Non-applicable
The Company's operating cycle is 12 months.
4. Functional currency
The functional currency applicable to the Company is Renminbi. Subsidiaries affiliated to theCompany determine their functional currency according to the main economic environment in whichthey are operating. These financial statements will be presented in RMB.
5. The accounting treatment of business combinations involving enterprises under common controland business combinations not involving enterprises under common control
√Applicable □Non-applicable
Business combination under common control: The assets and liabilities acquired by the merging partyin business combination shall be measured at the book value of the assets, liabilities of the merged party(including goodwill incurred in the acquisition of the merged party by ultimate controlling party) in theconsolidated financial statements of the ultimate controlling party on the date of combination. Thedifference between the book value of the net assets obtained and the book value of the considerationpaid for the combination (or total nominal value of the issued shares) is adjusted to capital premium incapital reserve. Adjustments shall be made to retained earnings in the event that the share premiums inthe capital reserves are not sufficient for write-down.Business combinations involving entities not under common control: The assets paid and liabilitiesincurred or committed as a consideration of business combination by the merging party were measuredat fair value on the date of acquisition and the difference between the fair value and its book value shallbe charged to the profit or loss for the period. Where the cost of combination is higher than the fairvalue of the identifiable net assets acquired from the merging party in business combination, suchdifference shall be recognized as goodwill; where the cost of combination is less than the fair value ofthe identifiable net assets acquired from the merging party in business combination, such differenceshall be charged to the profit or loss for the period. The identifiable assets, liabilities and contingentliabilities of the merged party obtained in business combination that meet the recognition conditions aremeasured at their fair values on the purchase date.
The fees which are directly related to the business combination shall be recognized as the profit orloss in the period when the costs are incurred; the transaction expenses of issuing equity securities ordebt securities for business merger shall be initially capitalized for equity securities or debt securities.
6. Preparation method of consolidated financial statements
√Applicable □Non-applicable
(1). Scope of Consolidation
The scope of consolidation of the consolidated financial statements is based on controlling interestsand includes the Company and all the subsidiaries. Control means that the Company has the rightsover the investee, enjoys variable returns through participating in relevant activities of the investee,and has the ability to influence the amount of returns by exercising its rights over the investee.
(2). Procedures of Consolidation
The Company regards the Enterprise Group as an accounting entity and prepares consolidatedfinancial statements in accordance with unified accounting policies to reflect the overall financialposition, operating result and cash flow of the Enterprise Group. The influence of internal
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
transactions between the Company and the Subsidiaries and between the Subsidiaries shall be offset.Where internal transaction indicates the occurrence of impairment loss to relevant assets, such lossshall be recognized in full. In preparing the consolidated financial statements, where the accountingpolicies and the accounting periods are inconsistent between the Company and subsidiaries, thefinancial statements of subsidiaries are adjusted where necessary in accordance with the accountingpolicies and accounting period of the Company.The owner's equity, the net profit or loss and the comprehensive income attributable to minorityshareholders of a subsidiary of the current period are presented separately under the owners' equity inthe consolidated balance sheet, the net profit and the total comprehensive income in the consolidatedincome statement respectively. Where losses attributable to the minority shareholders of a subsidiaryof the current period exceed the minority shareholders' interest entitled in the shareholders' equity ofthe subsidiary at the beginning of the period, the excess is allocated against the minority shareholdersinterest.
(1) Acquisition of subsidiaries or Business
For acquisition of subsidiaries or business due to business combination involving entities undercommon control during the reporting period, the operating results and cash flows of such subsidiariesor business from the beginning to the end of the reporting period when the acquisition occurs shall beincluded in the consolidated financial statements. Adjustments shall be made to the opening balanceof the consolidated financial statements and the related items in the comparative statementssimultaneously as if the consolidated reporting entity has been in existence since the beginning of thecontrol by the ultimate controlling party.Where the control over the investee under common control is made possible due to additionalinvestment or other reasons, the equity investment held before gaining control of the combined partyis recognized as relevant profit or loss, other comprehensive income and changes of other net assetsat the later of the date of acquisition of the original equity and the date when the combining and thecombined parties are under common control, and shall be written down to the opening retainedearnings or current profit or loss in the comparative reporting period.
For acquisition of subsidiaries or business due to business combination involving entities notunder common control during the reporting period, the identifiable assets, liabilities and contingentliabilities shall be included in the consolidated financial statements based on the fair valuedetermined on the date of the acquisition.
In connection with imposing control over the investee not under joint control due to additionalinvestment and other reasons, the equity of acquiree held before acquisition date shall be remeasuredby the Company at the fair value of such equity on the acquisition date and the difference betweenfair value and book value shall be recognized as investment income in current period. Othercomprehensive income related to the equity held by the Acquiree before the acquisition date whichcan be reclassified into future profit or loss, and other changes of owners’ equity accounted for underequity
(2) Disposal of Subsidiaries or Business
General Treatment
When losing control of the investee due to partial disposal of the equity investment, or any otherreasons, the remaining equity investment is remeasured at fair value at the date in which control is lost.The sum of consideration received from disposal of equity investment and the fair value of the
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
remaining equity investment, net of the difference between the sum of the Company's previous share ofthe subsidiary's net assets recorded from the acquisition date or combination date and the sum ofgoodwill, is recognized in investment income in the period in which control is lost. Other comprehensiveincome related to the equity investment of the original subsidiary that can be reclassified into futureprofit or loss, and other changes of owners’ equity accounted for under equity method shall berecognized in investment income in the period in which control is lost.Disposal of Subsidiary Achieved by StagesWhen disposal of equity interests of subsidiaries through multiple transaction until the control is lost,generally transactions in stages are treatment as a package deal in accounting if the transaction terms,conditions, and economic impact of disposal of the subsidiary's equity interests comply with one or moreof the following:
i. These transactions are achieved at the same time or the mutual effects on each other areconsidered;
ii. A complete set of commercial results can be achieved with reference to the series oftransactions as a whole;
iii. Achieving a transaction depends on at least achieving of one of the other transaction;
iv. One transaction recognized separately is not economical, but it is economical when consideredtogether with other transactions.
When losing control of a subsidiary in disposal of equity interests through multiple transactions isrecognized as a package deal, these transactions shall be in accounting treated as loss control of asubsidiary in disposal of equity interests achieved. However, the differences between price on eachdisposal and disposal of investment on the subsidiary's net assets shall be recognized in othercomprehensive income in the consolidated financial statements, and included in profit or loss for theperiod when the control is lost.When all transactions in disposal of equity interests of subsidiaries are not a package deal, accountingtreatment for partial disposal of equity investments of subsidiary without losing control shall be appliedbefore control is lost. When the control is lost, general accounting treatment for disposal of a subsidiaryshall be used.
(3) Acquisition of Minority Interest of Subsidiaries
The Company shall adjust the share premium in the capital reserve of the consolidated balance sheetwith respect to any difference between the long-term equity investment arising from the purchase ofminority interest and the net assets attributing to the parent company continuously calculated on thebasis of the newly increased share proportion as of the acquisition date or date of combination, adjust theretained earnings if the share premium in the capital reserve is insufficient for write-down.
(4) Partial Disposal of Equity Investment in Subsidiaries without Losing ControlDisposal price and disposal of long-term equity investment shall be entitled to the difference betweenthe shares of the net assets of the subsidiaries calculated continuously from the date of purchase oracquisition. Adjustments shall be made to the equity premiums in the capital reserve of consolidatedbalance sheet. When the equity premiums in the capital reserve are not sufficient for write-down, theretained earnings shall be adjusted.
7. Classification of Joint Arrangement and Accounting Treatment Methods of Joint Operation
√Applicable □Non-applicable
Joint arrangement can be divided into joint operation and joint venture.
Joint operation refers to a joint arrangement in which the parties have rights to the assets andobligations for the liabilities relating to the joint operation.
The Company recognizes the following items related to the share of interests in the joint operation:
(1) Recognize the assets held separately by the Company and the assets jointly held in accordancewith the share of the Company;
(2) Recognize the liabilities assumed separately by the Company and the liabilities jointlyassumed in accordance with the share of the Company;
(3) Recognize the income generated through the sale of the Company's share of the output of thejoint operation;
(4) Recognize the income generated through the sale of the output of the joint operation inaccordance with the share of the Company；
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
(5) Recognize the expenses incurred separately, and the expenses incurred in joint operation inaccordance with the share of the Company .The Company's investment in joint venture is accounted for by the equity method, as specified in thenote “V. 21. Long-term Equity Investment”.
8. Recognition criteria of cash and cash equivalents
Cash refers to the cash on hand of the Company and deposits that are available for payment at anytime. Cash equivalents refer to investments held by the Company featuring short duration, strongliquidity, easy conversion into cash of known amount and low risk of changes in value.
9. Conversion of transactions and financial statements denominated in foreign currencies
√Applicable □Non-applicable
(1) Foreign currency transactions
Foreign currency transactions shall be translated into RMB at the spot exchange rate on the daywhen the transactions occurred, or at an exchange rate fixed in accordance with a systematic andreasonable method that is similar to the spot exchange rate on the day when the transactions occurred.Balance sheet date foreign currency monetary items shall be translated using the spot exchange rateat the balance sheet date. The resulting exchange differences are recognized in profit or loss for thecurrent period, except for those differences related to the principal and interest on a specific-purposeborrowing denominated in foreign currency for acquisitions, construction or production of the qualifiedassets, which should be capitalized as cost of the assets.
2. Translation of foreign currency financial statements
All assets and liabilities items in balance sheet are translated based on spot exchange rate on thebalance sheet date; owners' equity items other than "undistributed profits" are translated at a spotexchange rate when accrued. Revenue and expense items as contained in the income statement aretranslated at a spot exchange rate at the transaction occurrence date. For disposal of overseas operation,the translation difference as stated in the foreign currency financial statements relating to overseasoperation, is accounted for in the profit and loss account in the current period from owners' equityitems.
10. Financial instruments
√Applicable □Non-applicable
The Company recognizes a financial asset, financial liability or equity instrument when it becomesa party to a financial instrument contract.
1. Classification of the financial instruments
According to the Company's business model for management of the financial assets and the contractualcash flow features of the financial assets, the financial assets, when initially recognized, are classified as:
financial assets at amortized cost, financial assets at fair value through other comprehensive income andfinancial assets at fair value through profit or loss.
For financial assets that meet the following conditions and are not designated to be measured at fairvalue through the current profit or loss, the Company classifies them as financial assets at amortizedcost:
— The business model is aimed at collecting contract cash flow;— Contract cash flow is the payment of principal and interest based on the outstanding principal
amount.For financial assets that meet the following conditions and are not designated to be measured at
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
fair value through current profit or loss, the Company classifies them as financial assets at fair valuethrough other comprehensive income (debt instruments).— The business model is aimed at both collecting contract cash flows and selling financial asset;— Contract cash flow is the payment of principal and interest based on the outstanding principalamount.The Company will, at the time of initial recognition, irrevocably designate non-trading investments inequity instruments as financial assets measured at fair value and the change shall be included in othercomprehensive income (equity instrument). The designation is made on the basis of independentinvestment, and the related investments fit the definition of an equity instrument from an issuer’sperspective.In addition to the aforementioned financial assets at amortized cost and at fair value through othercomprehensive income, the Company classifies all other financial assets as financial assets at fair valuethrough current profit or loss. At the time of initial recognition, for financial assets that should havebeen classified as financial assets at amortized cost or fair value through other comprehensive income,the Company can irrevocably designate them as financial assets at fair value through current profit orloss in order to eliminate or significantly reduce the accounting mismatch.The financial liabilities, when initially recognized, are classified as: financial liabilities at fair valuethrough profit or loss and financial liabilities at amortized cost.Financial liabilities which meet one of the following conditions will be, when initially measured,designated as financial liabilities at fair value through profit or loss:
1) Such designation may be able to eliminate or significantly reduce the accounting mismatch.
2) The portfolio of financial liabilities or the portfolio of financial assets and financial liabilitiesshall be subject to management and performance evaluation on the basis of fair value according to theenterprise risk management or investment strategy contained in the formal documentations, and areport shall be made to the key management personnel within the enterprise on this basis.
3) Such financial liabilities shall contain embedded derivatives to be split separately.
2. Recognition and measurement of financial instruments
(1) Financial assets at amortized cost
Financial assets at amortized cost include notes receivable, accounts receivable, other receivables,long-term receivables and creditors investment, which shall be initially measured at fair value, and therelevant transaction expenses should be initially capitalized; The accounts receivable that do notcontain material financing compositions and those for which the Company decides to not take intoaccount the financing compositions of no more than one year shall be initially measured at the contracttransaction price.
The interest calculated by effective interest method during the holding period is recorded into thecurrent profit and loss.At the time of recovery or disposal, the difference between the price obtained and the book valueshall be included in the current profit or loss.
(2) Financial assets measured at fair value and its changes are included in other comprehensiveincome (debt instruments)Financial assets measured at fair value and its changes are included in other comprehensiveincome (debt instruments) include receivables financing and investments in other creditor's rights.They are initially measured at fair value, and the value, other than the interest, the impairment loss orprofit and the profit or loss on foreign exchange, shall be included in other comprehensive income.
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
Upon derecognition, the cumulative profits or losses previously included in other comprehensiveincome shall be removed from other comprehensive income and included in the profit or loss for theperiod.
(3) Financial assets at fair value through other comprehensive income (equity instruments)Financial assets at fair value through other comprehensive income (equity instruments) includeinvestment in other equity instruments. They are initially measured at fair value, and the transactionexpenses shall be initially capitalized. These financial assets are subsequently measured at fair value,and the change in fair value shall be included in other comprehensive income. The dividends obtainedshall be included in the profit or loss for the period.Upon derecognition, the cumulative profits or losses previously included in other comprehensiveincome shall be removed from other comprehensive income and included in the carry-forward retainedearnings.
(4) Financial assets at fair value through profit or loss in this period
Financial assets at fair value through profit or loss include trading financial assets, derivativefinancial assets and other non-current financial assets. They are initially measured at fair value, and thetransaction expenses related to them are included in the profit or loss for the period. These financialassets are subsequently measured at fair value, and the change in fair value shall be included in theprofit or loss for the period.
(5) Financial Liabilities Measured in Fair Value with Changes Recorded into Current Profit andLossFinancial liabilities at fair value through profit or loss include trading financial liabilities and derivativefinancial liabilities. They are initially measured at fair value, and the transaction expenses related tothem are included in the profit or loss for the period. These financial liabilities are subsequentlymeasured at fair value, and the change in fair value shall be included in the profit or loss for the period.Upon derecognition, the difference between their book value and the consideration paid is included inthe profit or loss for the period.
(6) Financial liabilities at amortized cost
Financial liabilities at amortized cost include short-term loans, notes payable, accounts payable, otherpayables, long-term loans, bonds payable, and long-term payables. They are initially measured at fairvalue, and the transaction expenses shall be initially capitalized.The interest calculated by effective interest method during the holding period is recorded into the currentprofit and loss.Upon derecognition the difference between the consideration paid and the book value of these financialliabilities is included in the current profit or loss.
3. Derecognition and transfer of financial assets
The Company derecognizes financial assets when any one of the following conditions is satisfied:
- The contractual right to receive cash flows of the financial assets has been terminated;
- The financial asset have been transferred and virtually all the risks and rewards related to theownership of the financial asset shave been transferred to the transferee;
- The financial assets have been transferred, and while the Company has neither transferred norretained virtually all of the risks and rewards related to the ownership of the financial assets, ithas not retained control of the financial assets.
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
The financial assets have been transferred, and while the Company has neither transferred norretained virtually all of the risks and rewards related to the ownership of the financial assets, it has notretained control of the financial assets.The substance-over-form principle shall be adopted while making judgment on whether the transfer offinancial assets satisfies the above conditions for termination of recognition.The transfer of financial assets can be classified into entire transfer and partial transfer. If the transfer ofan entire financial asset satisfies the conditions for termination of recognition, the difference between thetwo amounts below shall be recorded into profit or loss for the period:
(1) The book value of the financial asset transferred;
(2) The consideration received as a result of the transfer, plus the accumulative amount of the changein fair value previously recorded into the owners' equities (in cases where the transferred financial assetsare financial assets at fair value through other comprehensive income (debt instruments)).
If the partial transfer of financial assets satisfies the conditions for termination of recognition, theoverall book value of the transferred financial asset shall be apportioned according to their respectiverelative fair value between the recognition terminated part and the remaining part, and the differencebetween the two amounts below shall be recorded into profit or loss for the current period:
(1) The book value of the recognition terminated portion;
(2) The sum of consideration of the recognition terminated portion and the corresponding portion ofaccumulated change in fair value previously recorded into owners' equity (in cases where the transferredfinancial assets are financial assets at fair value through other comprehensive income (debtinstruments)).Financial assets will still be recognized if they fail to satisfy the conditions for termination of recognition,with the consideration received recognized as a financial liability.
4. Recognition for termination of financial liabilities
When the current obligation under a financial liability is completely or partially discharged, therecognition of the whole or relevant portion of the liability is terminated; an agreement is enteredbetween the Company and a creditor to replace the original financial liabilities with new financialliabilities with substantially different terms, terminate the recognition of the original financial liabilitiesas well as recognize the new financial liabilities.If all or part of the contract terms of the original financial liabilities are substantially amended, therecognition of the original financial liabilities will be terminated in full or in part, and the financialliabilities whose terms have been amended shall be recognized as a new financial liability.When recognition of financial liabilities is terminated in full or in part, the difference between the bookvalue of the financial liabilities terminated and the consideration paid (including transferred non-cashassets or new financial liability) is recognized in profit or loss for the current period.Where the Company repurchases part of its financial liabilities, the book value of such financialliabilities will be allocated according to the relative fair value between the continued recognized partand terminated part on the repurchase date. The difference between the book value of the financialliabilities terminated and the consideration paid (including transferred non-cash assets or new financialliability) is recognized in profit or loss for the current period.
5. Method of determining the fair values of financial assets and liabilities
The fair value of a financial instrument that is traded in an active market is determined at the quotedprice in the active market. The fair value of a financial instrument that is not traded in an active marketis determined by using a valuation technique. The Company uses the valuation technique when it isapplicable under current conditions and there are enough available data and other information to supportand the technique should maximize the use of relevant observable. It chooses the inputs which areconsistent with the asset or liability's characteristics considered by market participants in the transaction
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
of the relevant asset or liability and makes the maximum use of relevant observable inputs.Unobservable inputs are used under the circumstance that the relevant observable inputs cannot beobtained or not feasible.
6. Test method and accounting treatment for impairment of financial assets
The Company estimates the expected credit loss on the financial assets at amortized cost and thefinancial assets at fair value through other comprehensive income (debt instruments), and financialguarantee contracts, either alone or in combination.The Company calculates the probability-weighted amount of the current value of the difference betweenthe cash flows receivable under the Contract and the cash flows expected to receive, and recognizes theexpected credit loss, by taking into account all the reasonable and well-founded information, includingpast events, current condition and forward-looking economic situation, and weighting the risk ofdefault.If the credit risk of this financial instrument has been significantly increased upon initial recognition, theCompany measures its loss provision in accordance with the amount equivalent to the expected creditloss of the financial instrument throughout the duration; if the credit risk of this financial instrument isnot significantly increased upon initial recognition, the Company will measure the loss provision of thisfinancial instrument by the amount of its expected credit loss in the twelve months to come. Theincreased or reversed amount of the loss provision resulting therefrom is included in the current profit orloss as the impairment loss or profit.The Company recognizes the relative changes in the risk of default within the expected duration offinancial instruments, and assesses whether the credit risk of financial instruments has significantlyincreased since the initial recognition by comparing the risk of default of financial instruments on thebalance sheet date with the risk of default on the initial recognition date. If the financial instrumentbecomes overdue for more than 30 days, the Company believes that the credit risk of this financialinstrument has been significantly increased, unless there are concrete evidences that the credit risk ofthis financial instrument has not been significantly increased upon initial recognition.If the financial instrument carries low credit risk at the balance sheet date, the Company believes thatthe credit risk of this financial instrument is not significantly increased upon initial recognition.If there are objective evidences showing that a certain financial asset has been subject to creditimpairment, the Company will accrue impairment provision for this financial asset on the individualasset basis.The Company will always measure the loss provision for the accounts receivable and contract assetsgenerated by transactions regulated by “Accounting Standards for Enterprises No. 14 – Revenue”(2017), whether they contain material financing compositions or not, by the amount of the expectedcredit loss throughout the duration.The Company will always measure the loss provision for the lease receivable by the amount of theexpected credit loss throughout the duration.The Company shall write down the book balance of a financial asset directly if it no longerreasonably expects that the contract cash flow of the financial asset can be recovered in whole or in part.
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
11. Notes receivable
Determination method and accounting treatment method of expected credit loss of notesreceivable
□Applicable √Non-applicable
12. Accounts receivable
Determination method and accounting treatment method of expected credit loss of accountsreceivable
□Applicable √Non-applicable
13. Receivables financing
□Applicable √Non-applicable
14. Other accounts receivable
Determination method and accounting treatment method of expected credit loss of other accountsreceivable
□Applicable √Non-applicable
15. Inventories
√Applicable □Non-applicable
1. Category and cost of inventories
Inventories are classified as raw materials, turnover materials, commodity stocks, products inprogress and materials commissioned for processing.
Inventories are initially measured at cost. Inventory costs include procurement costs, processingcosts, and other expenses incurred to bring the inventory to its current location and condition.
2. Determination of cost for delivered inventory
Cost of inventories is determined using the weighted average method.
3. Basis for the determination of net realizable value and different type of inventories
On the balance sheet date, inventories shall be measured at the lower of cost and net realizablevalue. A provision shall be made for inventory price drops if inventory costs exceed the net realizablevalue. Net realizable value refers to the amount after deducting the estimated costs to be incurred at thetime of completion, the estimated selling expenses and taxes from the estimated sales price ofinventories during daily activities.
Net realizable value of held-for-sale commodity stocks, such as finished goods, goods-in-stock, andheld-for-sale raw materials, during the normal course of production and operation, shall be determinedby their estimated sales less the related selling expenses and taxes; the net realizable value of materialinventories, which need to be processed, during the normal course of production and operation, shall bedetermined by the amount after deducting the estimated cost of completion, estimated selling expensesand relevant taxes from the estimated selling price of finished goods; the net realizable value ofinventories held for execution of sales contracts or labor contracts shall be calculated on the ground ofthe contracted price. If an enterprise holds more inventories than the quantity stipulated in the salescontract, the net realizable value of the exceeding part shall be calculated on the ground of generalselling price.
The inventory falling price reserves withdrawn shall be reversed within the amount withdrawn, andthe reversed amount shall be included in current profit or loss, if the net realizable value of an inventoryis higher than its book value after the withdrawal due to the disappearance of the factors that influencethe writing-down of its value.
4. Inventory system
The perpetual inventory system is adopted.
5. Amortization of low-value consumables and packaging materials
(1) Low-value consumables are amortized using the immediate write-off method;
(2) Packaging materials are amortized using the immediate write-off method.
16. Contract Assets
(1). Recognition methods and standards of contract assets
√Applicable □Non-applicable
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
The Company shall show the contract assets or contract liabilities in the balance sheet inaccordance with the relationship between the performance of the contract obligations and the Customerpayment. The Company shall list its right to receive consideration due to the transfer of goods orservices to the Customer (and such rights are subject to factors other than the passage of time) ascontractual assets. Contract assets and contract liabilities under the same contract shall be shown on anet basis. The Company’s unconditional right (depending solely on the passage of time) to collectconsideration from the Customer shall be shown separately as a receivable.
(2). Determination method and accounting treatment for the expected credit loss of contractassets
√Applicable □Non-applicable
See “V、10. 6. Testing methods and accounting treatment methods for impairment of financialassets” for specified determination method and accounting treatment for the expected credit loss ofcontract assets.
17. Held-for-sale assets
□Applicable √Non-applicable
18. Debt investment
(1). Determination method and accounting treatment method of expected credit loss of debtinvestment
□Applicable √Non-applicable
19. Other debt investment
(1). Determination methods and accounting treatment methods of expected credit losses of otherdebt investments
□Applicable √Non-applicable
20. Long-term receivables
(1) Determination method and accounting treatment method of long-term expected credit loss of
receivables
□Applicable √Non-applicable
21. Long-term Equity Investment
√Applicable □Non-applicable
1. Joint control or significant influence criterion
Joint control is the contractually agreed sharing of control of an arrangement, and exists only whenrequiring the unanimous consent of the parties sharing control before making decisions about therelevant activities of the arrangement. The Company together with the other joint venture parties canjointly control over the investee and are entitled to the right of the net assets of the investee, as theinvestee is joint venture of the Company.Significant influence refers to the power to participate in making decisions on the financial andoperating policies of an enterprise, but not the power to control, or jointly control, the formulation ofsuch policies with other parties. Where the Company can exercise significant influence over theinvestee, the investee is an associate of the Company.
2. Determination of initial investment cost
(1) Long-term equity investments formed through business combination of entities
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
For long-term equity investment in a subsidiary generated due to business combinations involvingentities under common control, the share of the book value in the consolidated financial statements ofthe ultimate controlling party on the date of combinations shall be taken as the initial investment cost ofthe long-term equity investments. For difference between the initial cost of long-term equity investmentand the book value of the consideration paid, adjustments shall be made to the equity premiums in thecapital reserve. When the equity premiums in the capital reserve are not sufficient for write-down, theretained earnings shall be adjusted. Where control over the investee under common control is availabledue to additional investment or other reasons, for difference between the initial cost of long-term equityinvestment recognized in accordance with the above principles, and the sum of the book value oflong-term equity investment prior to the combination and the book value of newly paid consideration forthe acquisition of further shares on the date of combination, adjustments shall be made to equitypremiums. When the equity premiums are not sufficient for write-down, the retained earnings shall bewritten down.For long-term equity investment in a subsidiary generated due to business combinations involvingentities not under common control, the cost of the combination recognized on the date of combinationshall be taken as the initial investment cost of the long-term equity investments. In relation to imposingcontrol over the investee not under common control as a result of additional investment and otherreasons, the initial investment shall be the sum of the book value of the equity investment originally heldand the newly increased investment cost.
(2) Long-term equity investments acquired by means other than business combination
The initial cost of a long-term equity investment obtained by cash payment shall be the purchasecosts actually paid.
The initial cost of investment of a long-term equity investment obtained by means of issuance ofequity securities shall be the fair value of the equity securities issued.
3. Subsequent measurement and recognition of profit or loss
(1) Long-term equity investment calculated by cost method
Long-term equity investment in subsidiaries of the company is calculated by cost method, unlessthe investment meets the conditions for holding for sale. except for the actual consideration paid for theacquisition of investment or the declared but not yet distributed cash dividends or profits which areincluded in the consideration, investment gains are recognized as the Company' shares of the cashdividends or profits declared by the investee.
(2) Long-term equity investment accounted for by equity method
Long-term equity investments of associates and jointly controlled entities are calculated usingequity method. Where the initial investment cost exceeds the investment, the difference between theshare of the fair value of the investee’s identifiable net assets shall be enjoyed and no adjustment shall bemade to the initial investment cost of long-term equity investment; where the initial investment cost isless than the investment, the difference between the share of the fair value of the investee’s identifiablenet assets shall be enjoyed and be included in current profit or loss, and adjustments shall be made to theinitial investment cost of long-term equity investment.
The Company recognizes the investment income and other comprehensive income according to theshares of net profit or loss and other comprehensive income realized by the investee which it shall beentitled or shared respectively, and simultaneously makes adjustment to the book value of long-termequity investments; the book value of long-term equity investment shall be reduced by attributable shareof the profit or cash dividends for distribution declared by the investee; in relation to other changes ofowner's equity except for net profits and losses, other comprehensive income and profit distributions ofthe investee (hereinafter referred to as "changes in other owners' equity"), the book value of long-termequity investments shall be adjusted and included in owner's equity.
When recognizing the amount of proportion of net profit or loss, other comprehensive income andother changes of owner’s equity, in the investee which it entitles, fair value of the identifiable assets ofthe investee at the time when the investment is obtained shall be used as basis, and adjustment shall bemade to the net profit, other comprehensive income and others of the investee in accordance with theaccounting policies and accounting period of the Company.
The unrealized profit or loss resulting from internal transactions between the Company and itsassociate or joint venture shall be offset in portion to its equity interests, based on which investmentincome shall be recognized, except when the assets invested or sold constitute transaction. Any lossesresulting from transactions, which are attributable to impairment of assets, shall be fully recognized.
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
The Company shall be liable for net loss incurred by the Company to the joint venture or associate,and shall write it down to zero with the book value of the long-term equity investment and otherlong-term equity which substantially constitute net investment in the joint venture or associate. Where ajoint venture or associate later realizes net profits, the Company shall resume recognition of its share ofincome after the share of income has made up for the unrecognized share of loss.
(3) Disposal of long-term equity investments
For disposal of long-term equity investment, the difference between the book value and theconsideration actually received shall be included in the current profit or loss.
For long-term equity investments accounted by partial equity disposal method, the remaining equityis still accounted by the equity method. Other comprehensive income recognized by the original equitymethod shall be carried forward in a corresponding proportion on the same basis as the direct disposal ofrelated assets or liabilities by the investee. Changes in the interests of the owners are carried forward tothe current profit and loss on a pro ratio basis.
When losing joint control or significant influence over the investee due to disposal of equityinvestment or other reasons, other comprehensive income of the original equity investment recognizedaccounted by equity method shall be treated using the same basis as the direct disposal of related assetsor liabilities by the investee upon the termination of the use of equity methods. Other changes of owner’sequity shall be converted to the current profit or loss upon the termination of use of equity methods.
When losing the control over the investee due to partially disposal of equity investment and otherreasons, the remaining equities after disposal shall be accounted for under equity method in preparationof individual financial statements provided that joint control or significant influence over the investeecan be imposed, and shall be adjusted as if such remaining equities has been accounted for under theequity method since they are obtained. Other comprehensive income recognized prior to the acquisitionof controls over the investee shall be carried over proportionally using the same basis as the directdisposal of related assets or liabilities by the investee. Other changes of owner’s equity due to the use ofequity method shall be carried over into the current profit or loss proportionally. Where the remainingequities after disposal cannot impose joint control or significant influence over the investee, it shall berecognized as financial asset, and the difference between fair value and the book value on the date oflosing control shall be included in the current profit or loss. All the other comprehensive incomes andother changes of owners’ equity recognized prior to the acquisition of controls over the investee shall becarried over.
When losing control over a subsidiary in step-by-step disposal of its equity interests throughmultiple transactions is recognized as a package deals, these transactions shall be in accounting treatedas loss of control of a subsidiary in disposal of equity interests. The differences between price on eachdisposal prior to loss of control and the long-term equity investment book value of the disposed equityshall be recognized as other comprehensive income in individual financial statements, and included inthe current profit or loss when the control is lost. Transactions not recognized as a package deal shall beaccounted for separately.
22. Investment property
(1). In case of cost measurement:
Depreciation or amortization method
Investment property refers to the real estate held to generate rental income or capital appreciation,or both, including leased land use rights, land use rights held for transfer after appreciation, and leasedbuildings (including buildings that are leased after completion of self-construction or developmentactivities and buildings in construction or development that are used for rental in the future).
Subsequent expenditures related to fixed assets shall be included in the cost of fixed assets whenthe relevant economic benefits are likely to flow in and the cost can be measured reliably; otherwise, itshall be included in the current profit and loss when occurred.
The Company adopts the cost mode to measure the existing investment property. Other subsequentexpenditures shall be included in current profit or loss at the time of occurrence. Investment propertymeasured at cost - buildings held for leasing shall adopt the same depreciation policy for fixed assets ofthe company, land use rights held for leasing shall adopt the same amortization policy for the intangibleassets.
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
23. Fixed Assets
(1). Conditions for recognition of fixed assets
√Applicable □Non-applicable
Fixed assets are tangible assets that are held for use in the production or supply of goods or services,for rental to others, or for administrative purposes; and have a service life of more than one accountingyear. Fixed asset is recognized when it meets the following conditions:
(1) It is probable that the economic benefits associated with the fixed asset will flow to theenterprise;
(2) Its cost can be reliably measured.
Fixed assets are initially measured at cost (with the influence of expected disposal costs taken intoconsideration).Subsequent expenditures related to fixed assets shall be included in the cost of fixed assets whenthe relevant economic benefits are likely to flow in and the cost can be measured reliably; the book valueof the replaced part is derecognized; other subsequent expenditures shall be included in current profit orloss at the time of occurrence.
(2). Methods for depreciation
√Applicable □Non-applicable
| Category | Depreciation Method | Useful Lives of Depreciation | Residual Ratio | Annual Depreciation |
| Housing and building | Straight-line method | 20 | 10% | 4.50% |
| Machinery and equipment | Straight-line method | 5-10 | 10% | 18.00-9.00% |
| Means of transportation | Straight-line method | 5 | 10% | 18.00% |
| Office equipment and others | Straight-line method | 5 | 10% | 18.00% |
| Buildings for commercial use | Straight-line method | Land use certificate indicates the remaining years but no longer than 40 years | 10% | |
| PV engineering project | Straight-line method | 20 | 10% | 4.50% |
The depreciation of fixed assets is classified and accrued using the straight-line method, and thedepreciation rate is fixed according to the type of fixed assets, estimated useful life and estimated netresidual value rate. Fixed assets with impairment provision made, the depreciation amount shall bedetermined according to the book value net of the depreciation reserves and the remaining useful life inthe future period. If the useful life of each part of fixed assets is different or provides economic benefitsto the enterprise in different manners, different depreciation rates or depreciation methods shall bechosen and depreciation shall be accrued separately.
(3). Recognition basis, valuation and depreciation method of fixed assets under financing lease
□Applicable √Non-applicable
24. Projects under construction
√Applicable □Non-applicable
Construction in progress is measured at the actual costs incurred. The actual cost includesconstruction costs, installation costs, borrowing costs that meet the capitalization conditions, and othernecessary expenditures incurred before the construction in progress reaches its intended use status.
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
Construction in progress reaching predetermined serviceable conditions shall be converted to fixedassets and begin counting for depreciation the following month.
25. Borrowing Costs
√Applicable □Non-applicable
1. Criteria for recognition of capitalized borrowing costs
For borrowing costs incurred by the Company that are directly attributable to the acquisition,construction or production of assets qualified for capitalization, the costs will be capitalized andincluded in the costs of the related assets. Other borrowing costs shall be recognized as expense in theperiod in which they are incurred and included in profit or loss for the current period.Assets qualified for capitalization are assets (fixed assets, investment property, inventories, etc.)that necessarily take a substantial period of time for acquisition, construction or production to get readyfor their intended use or sale.
2. Capitalization period of borrowing costs
The capitalization period shall refer to the period between the commencement and the cessation ofcapitalization of borrowing costs, excluding the period in which capitalization of borrowing costs istemporarily suspended.
Capitalization of borrowing costs begins when the following three conditions are fully satisfied:
(1) Expenditures for the assets (including cash paid, transferred non-currency assets or expenditurefor holding debt liability for the acquisition, construction or production of assets qualified forcapitalization) have been incurred;（(2) Borrowing costs have been incurred;
(3) Acquisition, construction or production that are necessary to enable the asset reach its intendedusable or salable condition have commenced.
Capitalization of borrowing costs shall be suspended during periods in which the qualifying assetunder acquisition and construction or production ready for the intended use or sale.
3. Suspension of capitalization period
Capitalization of borrowing costs shall be suspended during periods in which the acquisition,construction or production of a qualifying asset is interrupted abnormally, when the interruption is for acontinuous period of more than 3 months; if the interruption is a necessary step for making thequalifying asset under acquisition and construction or production ready for the intended use or sale, thecapitalization of the borrowing costs shall continue. The borrowing costs incurred during such periodshall be recognized as profits and losses of the current period. When the acquisition and construction orproduction of the asset resumes, the capitalization of borrowing costs commences.
4. Calculation of capitalization rate and amount of borrowing costs
Specific borrowings for the acquisition, construction or production of assets qualified forcapitalization, borrowing costs of the specific borrowings actually incurred in the current period minusthe interest income earned on the unused borrowing loans as a deposit in the bank or as investmentincome earned from temporary investment will be used to determine the amount of borrowing costs forcapitalization.
General borrowings for the acquisition, construction or production of assets qualified forcapitalization, the to-be-capitalized amount of interests on the general borrowing shall be calculated anddetermined by multiplying the weighted average asset disbursement of the part of the accumulative assetdisbursements minus the specifically borrowed loans by the capitalization rate of the general borrowingused. The capitalization rate shall be calculated and determined according to the weighted averageinterest rate of the general borrowing.
During the period of capitalization, the exchange balance on the principals and interests of specialforeign currency borrowings shall be capitalized and shall be included in the cost of assets eligible forcapitalization. The exchange balance on the principals and interests of foreign currency borrowings otherthan the special foreign currency borrowings shall be included in current profit or loss.
26. Biological Assets
□Applicable √Non-applicable
27. Oil and Gas Assets
□Applicable √Non-applicable
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
28. Right-of-use assets
□Applicable √Non-applicable
29. Intangible Assets
(1). Valuation method, useful life, impairment test
√Applicable □Non-applicable
1. Intangible assets are initially measured at cost upon acquisition
(1) Intangible assets are initially measured at cost upon acquisition
The costs of an externally purchased intangible asset include the purchase price, relevant taxes andexpenses paid, and other expenditures directly attributable to putting the asset into condition for itsintended use.
(2) Subsequent measurement
The service life of intangible assets shall be analyzed and judged upon acquisition.
As for intangible assets with a finite service life, they are amortized using the straight-line methodover the term in which economic benefits are brought to the firm; If the term in which economic benefitsare brought to the firm by an intangible asset cannot be estimated, the intangible asset shall be taken asan intangible asset with indefinite service life, and shall not be amortized.
2. Estimated useful lives for the intangible assets with finite service life
| Item | Estimated useful lives | Amortization Method | Basis |
| Land use rights | 38-50 years | Straight-line method | Land use certificate |
| Software | 2-10 years | Straight-line method | Expected benefited period |
| Emission rights | 5 years | Straight-line method | Emission permits |
3. basis for the judgment of intangible assets with uncertain service life and the procedure forreviewing their service life
As of December 31
st, 2022, the Company has no intangible assets with uncertain useful life.
4. Specific criteria for the division of research phase and development phase
The expenses for internal research and development projects of the Company are divided intoexpenses in the research phase and expenses in the development phase.
Research phase: Scheduled innovative investigations and research activities to obtain andunderstand scientific or technological knowledge.
Development phase: Apply the research outcomes or other knowledge to a plan or design prior to acommercial production or use in order to produce new or essentially-improved materials, devices,products, etc.
5. Specific condition for capitalizing expenditure during the development phase
Expenses in the research phase are recorded into the profits and losses for the current period whenthey occur. Expenditure during the development phase that simultaneously satisfies the followingconditions shall be recognized as intangible assets. Otherwise shall be included in current profit or loss:
(1) It is technically feasible to complete such intangible asset so that it will be available for useor for sale;
(2) There is intention to complete the intangible asset for use or sale;
(3) The intangible asset can produce economic benefits, including there is evidence that theproducts produced using the intangible asset has a market or the intangible asset itself has a market; ifthe intangible asset is for internal use, there is evidence that there exists usage for the intangible asset;
(4) There is sufficient support in terms of technology, financial resources and other resources inorder to complete the development of the intangible asset, and there is capability to use or sell theintangible asset;
(5) The expenses attributable to the development stage of the intangible asset can be measuredreliably.
The R&D expenditures incurred shall be included in current profit or loss if it is impossible todistinguish expenditure during the research phase and expenditure during the development phase.
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
(2). Accounting policies for internal research and development expenditures
□Applicable √Non-applicable
30. Impairment of long-term assets
√Applicable □Non-applicable
Long-term assets, such as long-term equity investment, investment properties, fixed assets andconstruction in progress that measured at cost, right-of-use assets，and intangible assets with limitedservice life, are tested for impairment if there is any indication that an asset may be impaired on thebalance sheet date. If the result of the impairment test indicates that the recoverable amount of the assetis less than its book value, a provision for impairment and an impairment loss are recognized for theamount by which the asset's book value exceeds its recoverable amount. The recoverable amount is thehigher of an asset's fair value less costs to sell and the present value of the future cash flows expected tobe derived from the asset. Provision for asset impairment is determined and recognized on the individualasset basis. If it is not possible to estimate the recoverable amount of an individual asset, the recoverableamount of a group of assets to which the asset belongs to is determined. A group of assets is the smallestgroup of assets that is able to generate cash inflows independently.Goodwill formed due to business combination, intangible assets with uncertain service life andintangible assets that have not yet reached serviceable conditions, shall be tested for impairment at leastat the end of each year, regardless of whether there is any indication of impairment.When the Company carry out impairment test to goodwill, the Company shall, as of the purchasingday, allocate on a reasonable basis the book value of the goodwill formed by merger of enterprises to therelevant asset groups, or if there is a difficulty in allocation, to allocate it to the sets of asset groups. Therelevant asset group or combination of asset groups is the asset group or combination of asset groupsthat can benefit from the synergies of business combination.For the purpose of impairment test on the relevant asset groups or the sets of asset groupscontaining goodwill, if any evidence shows that the impairment of asset groups or sets of asset groupsrelated to goodwill is possible, an impairment test will be made first on the asset groups or sets of assetgroups not containing goodwill, thus calculating the recoverable amount and comparing it with therelevant book value so as to recognize the corresponding impairment loss. Asset group or combinationof group assets containing goodwill are tested for impairment and the book value and recoverableamount shall be compared. If the recoverable amount is less than the book value, the amount ofimpairment loss shall be deducted and apportioned to the book value of goodwill in asset group orcombination of asset groups, before deducting to the book value of all other assets proportionally basedon the proportion of the book value of all assets other than goodwill in the asset group or combination ofasset groups. Once the above asset impairment loss is recognized, it will not be reversed in thesubsequent accounting periods.
31. Long-term prepaid expenses
√Applicable □Non-applicable
Long-term prepaid expenses are expenses which have occurred but will benefit over 1 year andshall be amortized over the current period and subsequent periods.
| Item | Amortization Method | Amortization period |
| Renovation cost | Straight-line method | 5 years |
| Software maintenance fee | Straight-line method | 5 years |
| Others | Straight-line method | 3-5 years |
32. Contract liabilities
(1).Recognition method of contract liabilities
√Applicable □Non-applicable
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
The Company shall show the contract assets or contract liabilities in the balance sheet inaccordance with the relationship between the performance of the contract obligations and the Customerpayment. The Company’s obligation to transfer goods or provide services to customers for whichconsideration has been received or receivable are presented as contractual liabilities. Contract assets andcontract liabilities under the same contract shall be shown on a net basis.
33. Employee remuneration
(1). Accountant arrangement method of short-term remuneration
√Applicable □Non-applicable
During the accounting period when the staff provides service, the Company will recognize theshort-term remuneration actually incurred as liabilities, and the liabilities would be charged into currentprofits and loss or costs of assets.
The Company will pay social insurance and housing funds, and will make provision of trade unionfunds and staff education costs in accordance with the requirements. During the accounting period whenthe staff provides service, the Company will determine the relevant amount of employee benefits inaccordance with the required provision basis and provision ratios.
The expenses on employee benefit incurred by the Company shall be included in the current profitor loss or related asset cost based on the actual amount when actually incurred, and the non-monetarybenefit shall be measured at its fair value.
(2).Accounting treatment method of retirement benefit plan
√Applicable □Non-applicable
(1) Defined contribution plan
The Company will pay basic pension insurance and unemployment insurance in accordance withthe relevant provisions of the local government for the staff. During the accounting period when the staffprovides service, the Company will calculate the amount payable in accordance with the local stipulatedbasis and proportions which will be recognized as liabilities, and the liabilities would be charged intocurrent profits and loss or costs of assets.
(2) Defined benefit plan
The welfare responsibilities generated from defined benefit scheme based on the formuladetermined by projected unit credit method would be vested to the service period of the staff andcharged into current profits and loss or costs of assets.
The deficit or surplus formed by the present value of obligations of the defined benefit plan minusthe fair value of the assets of the defined benefit plan is recognized as a net liability or net asset of thedefined benefit plan. If there is a surplus in the defined benefit plan, the Company shall use the lower ofthe surplus of the defined benefit plan and the asset ceiling to measure the net assets of the definedbenefit plan.
All defined benefit plan obligations, including obligations expected to be paid within twelvemonths after the end of the annual reporting period in which employees render services, are discountedat the market rate of return in respect of the national debts matching the term and currency of the definedbenefit plan, or in respect of high-quality corporate bonds available on the active market on the balancesheet date.
The service cost incurred by the defined benefit plan and the net interest of the net liabilities or netassets of the defined benefit plan are included in the current profit and loss or the related asset cost; thechanges in the net liabilities or net assets of the defined benefit plan are recorded in other comprehensiveincome, and it will not be reversed to profit or loss in the subsequent accounting period. When theoriginal defined benefit plan is terminated, all that originally included in other comprehensive incomewill be carried forward to undistributed profit within the scope of equity.
At the settlement of the defined benefit plan, the gain or loss from the settlement is recognized bythe difference between the present value of the obligation of the defined benefit plan and the settlementprice determined on the settlement date.
(3).Accountant arrangement method of termination benefits
√Applicable □Non-applicable
Where the Company pays termination benefit to employees, the liabilities of employee remunerationgenerated by termination benefit shall be recognized at the earlier of the following date and included in
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
the current profit or loss: when the company cannot unilaterally withdraw termination benefit providedby labor relationship termination plan or layoff proposal; when the Company recognizes costs orexpenses related to a restructuring of the payment of termination benefits.
(4).Accountant arrangement method of other long-term employee benefits
□Applicable √Non-applicable
34. Lease liabilities
□Applicable √Non-applicable
35. Estimated liabilities
√Applicable □Non-applicable
The obligations related to contingencies in the satisfaction of all of the following conditions will berecorded as estimated liabilities:
(1) The obligation is the current obligation undertaken by the company;
The fulfillment of this obligation is likely to result in the outflow of economic benefits from thecompany;
(3) The amount of the obligation can be reliably measured.
Estimated liabilities are initially measured based on the best estimate of the expenditure required tofulfill the relevant current obligations.
On fixing the best estimate, certain factors such as risks, uncertainties and time value of money inconnection with contingencies shall be considered in full aspects. If the time value of money has asignificant impact, the best estimate is fixed after discounting the relevant future cash outflows.
If there is a continuous range of required expenditures, and the likelihood of occurrence of variousoutcomes within this range is the same, the best estimate shall be fixed at the median value within therange; in other circumstances, the best estimate shall be treated as:
? If a contingency involves one item, it shall be fixed according to the most likely amount.
? If a contingency involves more than one items, it shall be calculated and fixed according tovarious possible results and related probabilities.
If all or part of the expenditure required to pay off the estimated liability is expected to becompensated by a third party, the compensation amount shall be recognized as an asset separately whenvirtually confirmed that it can be received, and the compensation amount recognized must not exceedthe book value of the estimated liability.
The company shall review the book value of estimated liabilities on the balance sheet date. If thereis conclusive evidence that the book value cannot reflect the current best estimate, the book value shallbe adjusted according to the current best estimate.
36. Share-based payment
□Applicable √Non-applicable
37. Preference shares, perpetual bonds and other financial instruments
□Applicable √Non-applicable
38. Revenue
(1). Accounting policies for revenue recognition and measurement
√Applicable □Non-applicable
The Company has fulfilled its contractual obligation to recognize income when the Customerobtains control over the relevant goods or services. Obtaining control over related goods or servicesmeans to be able to dominate the use of the goods or services and obtain virtually all economic benefitsfrom it.
Where the Contract contains the performance of two or more obligations, the Company shall, onthe commencement date of the Contract, apportion the transaction price to each individual performanceobligation on the basis of the relative proportion of the individual selling price of the goods or service
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
committed by each individual performance obligation. The Company shall measure its income on thebasis of the transaction price apportioned to each individual performance obligation.
The transaction price refers to the amount of consideration the Company is expected to be entitledto receive for the transfer of goods or services to the Customer, excluding payments received on behalfof third parties and the amounts expected to be refunded to the Customer. The Company determines thetransaction price in accordance with Contract terms and by taking into consideration its past practices. Indetermining the transaction price, it takes into consideration the impact of variable consideration,material financing elements in the Contract, non-cash consideration, consideration payable to customersand other factors. The Company determines the transaction price that includes the variable considerationat an amount not exceeding the amount of accumulated recognized income which is not likely to bematerially reversed when the relevant uncertainty is eliminated. Where there is material financingcomponents in the Contract, the Company shall determine the transaction price on the basis of theamount payable based on the assumption that the Customer pays in cash upon obtaining control over thegoods or services, and shall amortize the difference between the transaction price and the Contractconsideration by effective interest method during the Contract period.It shall be deemed as fulfilling performance obligation within a certain period of time if one of thefollowing conditions is satisfied. Otherwise, it shall be deemed as fulfilling performance obligation at acertain point in time:
? The Customer obtains and consumes the economic benefits arising from the Company'sperformance of obligations at the same time of that the Company perform its obligations.? The Customer can control the goods under construction during the process that the Company performits obligations.? The product produced by the Company during the performance of its obligations is irreplaceable inuse, and the Company shall be entitled to receive payment for the accumulated part of the performancecompleted so far during the whole Contract period.
For obligations performed within a certain period of time, the Company shall recognize income onthe basis of the performance progress during that period, except when the performance progress cannotbe reasonably determined. The Company will adopt output method or input method to determine theperformance progress by taking the nature of the goods or services into consideration. Where theperformance progress cannot be reasonably determined and the costs incurred are expected to becompensated, the Company shall recognize income on the basis of the costs incurred until theperformance progress can be reasonably determined.
For obligations performed at a certain point of time, the Company recognizes income at the pointwhen the Customer obtain control over relevant goods or services. The Company takes the followingindications into consideration when determining whether the Customer has obtained control overrelevant goods or services:
? The Company is entitled to collect payment in respect of the goods or services immediately, i.e. theCustomer is obliged to make payment in respect of the goods or services immediately? The Company has transferred legal ownership of the goods to the Customer, i.e. the Customer haslegal ownership of the goods.? The Company has physically transferred the goods to the Customer, i.e. the Customer hasphysically possessed the goods.? The Company has transferred the principal risks and rewards in the ownership of the goods to theCustomer, i.e. the Customer has obtained the principal risks and rewards in the ownership of the goods.? The Customer has received the goods or services, etc.
Specific principles:
(1) Domestic company
1) Domestic sales
For sales to domestic carmakers, the goods received by customer and the notice of issuing an invoice istreated as the time point of revenue recognition. For domestic after-sales market sales, the time ofdelivery is treated as the time point of revenue recognition.
2) Overseas
For general trade sales, customs declaration and export are treated as the revenue confirmation timepoint. For the sales based on DDU and DDP as contained in the sales contract, the time of arrival at thedestination and the acknowledgment of receipt by customer is treated as the time point of revenuerecognition.
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
(2) Tuopu North American Ltd
The time of shipment and the acknowledgment of receipt by customer is treated as the time point ofrevenue recognition.
(2). Different business models adopted for similar businesses leading to differences in revenuerecognition accounting policies
□Applicable√ Non-applicable
39. Contract costs
√Applicable □Non-applicable
Contract costs include contract performance costs and contract acquisition costs.
The Company recognizes the costs incurred for performing the contract and that not fall within thescope of inventories, fixed assets or intangible assets as stipulated by related standards as an asset whenthe following conditions are met:
? The cost is directly related to a current or anticipated contract.? The cost increases the Company's future resources to perform obligations.? The cost is expected to be recovered
The Company regards the incremental cost incurred to acquire the contract and that are expected tobe recovered as contract acquisition costs, and recognizes them as an asset.
Assets related to contract costs shall be amortized using the same basis as income recognition ofgoods or services related to the asset. However, the Company shall include the amount in current profitor loss if the amortization period of the contract acquisition cost is less than one year.
The Company shall draw an impairment provision for the excess part when the book value of anasset related to the contract cost is higher than the difference between the following two items, andrecognize it as an impairment loss of the asset:
1. The remaining consideration expected to be obtained due to the transfer of goods or servicesrelated to the asset;
2. Estimated costs to be incurred for the transfer of goods or services related to the asset.
The Company shall reverse the impairment provision withdrawn and include it in current profit orloss if the impairment factors of the previous period change and cause the aforementioned differencehigher than the book value of the asset. However, the book value of the asset after reverse shall notexceed the book value of the asset on the reverse date under the assumption that no provision for theimpairment is withdrawn.
40. Government subsidies
√Applicable □Non-applicable
1. Type
Government grants are monetary assets and non-monetary assets acquired by the Company fromthe government free of charge. Government grants are classified into government grants related to assetsand government grants related to revenue.
Government grants related to assets refer to government grants acquired by the Company for thepurpose of purchasing or constructing or otherwise forming long-term assets. Government grants relatedto revenue refer to the government grants other than those related to assets.
Government grants are classified as assets-related under the following criteria: government grantsobtained for purchase and construction or other forms of long-term assets are defined as governmentgrants related to assets;
Government grants are classified as income-related under the following criteria government grantsother than assets-related government grants are defined as income-related government grants;
If the government documents have not yet specified the intended subjects of grants, the Companywill classify the government grants as asset-related or income-related according to the following criteria:
(1) If the government document specifies a item applicable to the grants, it shall be dividedaccording to the relative proportion of the expenditure amount that will form the asset and theexpenditure amount included in the expense in the budget of the specific item, and the division ratioshall be rechecked among each balance sheet date and subject to a if necessary;
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
(2) The government document only makes a general statement, and no specific item is specified, itis recorded as the income-related government grants.
2. Confirmation of time point
Government subsidies are confirmed when the company can meet its attached conditions and canbe received.
3. Accounting treatment
Government grants related to assets shall write off the book value of relevant assets or berecognized as deferred income. When recognized as deferred income, the government grant related toassets will be period by period credited to the profits and losses of the current period in a reasonable andsystematic manner within the service life of relevant assets (those related to the Company's dailyactivities shall be recognized as other income; those unrelated to the Company's daily activities shall berecognized as non-operating income).
The revenue-related government grants shall be recognized as deferred income if they are used tocompensate relevant expenses or losses in subsequent periods, and they shall be included in profit andloss of the current period (those related to Company's routine activities shall be included in other income;those unrelated to the Company's routine activities shall be included in non-operating income) or used tooffset relevant expenses or losses during the recognition of related expenses or losses; the grants used tocompensate related expenses or losses incurred shall be included in profit and loss of the current period(those related to Company's routine activities shall be included in other income; those unrelated to theCompany's routine activities shall be included in non-operating income) or used to offset relevantexpenses or losses.、
41. Deferred income tax assets/deferred income tax liabilities
√Applicable □Non-applicable
Income tax includes current income tax and deferred income tax. The Company will include currentincome tax and deferred income tax in the current profit or loss, except for income tax arising frombusiness combination and transaction or event directly included in the owners’ equity (including othercomprehensive income).
Deferred income tax assets and deferred income tax liabilities shall be calculated and recognized onthe basis of the difference (temporary difference) between the tax basis of the assets and liabilities andtheir book value.
Deferred income tax assets are recognized to the extent that it is probable that future taxable profitswill be available against which deductible temporary differences can be utilized. For deductible lossesand tax credits that can be reversed in the future period, deferred tax assets shall be recognized to theextent that it is probable that taxable profit will be available in the future to offset the deductible lossesand tax credits.
Save as the exceptions, deferred income tax liabilities shall be recognized for the taxable temporarydifference.
Special circumstances in which deferred income tax assets or deferred income tax liabilities are notrecognized include:
? Initial recognition of goodwill;? Transaction or event that is not a business combination and would not affect accounting profit andtaxable income (or deductible loss) at the time of occurrence.For taxable temporary differences related to investments in subsidiaries, associates and joint ventures,deferred income tax liability is recognized, unless the Company can control the timing of reversal ofsuch temporary differences and such temporary differences are not likely to be reversed in theforeseeable future. For deductible temporary differences related to the investments of subsidiaries,associates and joint ventures, deferred tax asset is recognized when the temporary differences are likelyto be reversed in the foreseeable future and the taxable income amount used to offset the deductibletemporary differences is likely to be obtained in the future.
On the balance sheet date, the Company reviews the book value of the deferred income tax assets.The book value of the deferred income tax asset will be written down if sufficient taxable income is notlikely to be obtained to offset the benefit of the deferred income tax asset in the future period. Thewrite-down amount will be reversed when sufficient taxable income is likely to be obtained.
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
After granted the legal rights of net settlement and with the intention to use net settlement or obtainassets and repay debt at the same time, the net amount after offsetting its current income tax assets andcurrent income tax liabilities shall be recorded.On the balance sheet date, deferred income tax assets and deferred income tax liabilities shall be, asstipulated by tax law, measured by the applicable tax rate of the period of expected recovery of therelevant assets or settlement of the relevant liabilities.
? The taxpayer has the legal right to settle the current income tax assets and current income taxliabilities on a net basis;
? Deferred income tax assets and deferred tax liabilities are related to the income tax to be paidby the same entity liable to pay tax to the same tax collection and management authority or related todifferent entities liable to pay tax. The relevant entity liable to pay tax is intended to apply net settlementof current income tax assets and liabilities or, at the same time, obtain assets and repay debt in everyfuture period that deferred income tax assets and liabilities with importance would be reversed.
42. Lease
(1). Accounting of operating lease
□Applicable √Non-applicable
(2). Accounting treatment method of financing lease
□Applicable √Non-applicable
(3). Determination method and accounting treatment method of lease under the new leasestandard
√Applicable □Non-applicable
Lease refers to a contract in which the landlord transfers the right to use the asset to the tenant in agiven period to obtain consideration. On the commencement date of the contract, the Company assesseswhether the contract is a lease or includes a lease. If a party in the contract transfers the right to controlthe use of one or more identified assets in a given period in exchange for consideration, the contract is alease or includes a lease.
If the contract contains a plurality of separate leases at the same time, the Company will split thecontract and perform accounting treatments for each of the separate leases. If the contract contains bothlease and non-lease parts, the tenant and landlord shall separate the lease and non-lease parts.
1. The Company as tenant
(1) Right-of-use assets
On the start date of the lease term, the Company recognizes the right-of-use asset for leases otherthan short-term leases and low-value asset leases. Right-of-use assets are initially measured at cost,which includes:
The initial measurement amount of the lease liability;
For lease payments paid on or before the start of the lease term, if there is a lease incentive, theamount of the lease incentive already enjoyed is deducted;
Initial direct expenses incurred by the Company;
The Company's estimated cost for dismantling and removing the leased assets, restoring the sitewhere the leased assets are located, or restoring the leased assets to the state as set out in the lease termsand conditions, except for the costs incurred for the production of inventory.
The Company subsequently uses the straight-line method to depreciate the right-of-use assets. If itcan be reasonably determined that the ownership of the leased asset will be obtained at the end of thelease term, the Company shall depreciate the leased asset over the remaining useful life; otherwise, theleased asset will be depreciated over the lease term or the remaining useful life of the leased asset,whichever is shorter.
The Company determines whether the right-of-use asset has been impaired under the principles asset out in "Note V. (30). Long-term asset impairment", and performs accounting treatment for theidentified impairment loss.
(2) Lease liabilities
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
On the commencement of the lease term, the Company recognizes lease liabilities for leases otherthan short-term leases and leases of low-value assets. Lease liabilities are initially measured based on thepresent value of the unpaid lease payments. Lease payments include:
Fixed payment (including the actual fixed payment), if there is a lease incentive, the relevantamount of the lease incentive will be deducted;
Variable lease payments that depend on an index or rate;
The amount expected to be paid based on the residual value of the guarantee provided by thecompany;
The exercise price of the purchase option, provided that the Company reasonably determines thatit will exercise the option;
The amount to be paid to exercise the option to terminate the lease, provided that the lease termreflects that the company will exercise the option to terminate the lease.
The Company takes the interest rate implicit in the lease as the discount rate, but if the interest rateimplicit in the lease cannot be reasonably determined, the company's incremental borrowing interest rateis used as the discount rate.
The Company calculates the interest expense of the lease liability during each period of the leaseterm according to a fixed periodic interest rate, and includes it in the current profit and loss or the cost ofrelated assets.
Variable lease payments that are not included in the measurement of lease liabilities are included inthe current profit and loss or the cost of related assets when they actually occur.
After the commencement of the lease term, in any of the following circumstances, the Companyre-measures the lease liability and adjusts the corresponding right-of-use asset. If the book value of theright-of-use asset has been reduced to zero, but the lease liability still needs to be further reduced, it willThe difference is included in the current profit and loss:
? When the evaluation results of the purchase option, the renewal option or the termination optionchange, or the actual exercise of the aforementioned option is inconsistent with the original evaluationresult, the company will discount the lease payment after the change and the revised discount Thepresent value of the rate calculation remeasures the lease liability;
? When the actual fixed payment changes, the expected payable amount of the guarantee residualvalue changes, or the index or ratio used to determine the lease payment changes, the companycalculates the present value based on the changed lease payment and the original discount rateRemeasure the lease liability. However, if changes in lease payments originate from changes in floatinginterest rates, the revised discount rate is used to calculate the present value.
(3) Short-term leases and low-value asset leases
The Company elects not to recognize right-of-use assets and lease liabilities for short-term leasesand low-value asset leases, and calculates the relevant lease payments in the current profit and loss orrelated asset costs on a straight-line basis in each period of the lease term. Short-term lease refers to alease that does not include purchase options for a lease period not exceeding 12 months at the beginningof the lease period. Low-value asset leasing refers to a lease with a lower value when a single leasedasset is a new asset. If the Company subleases or expects to sublease the leased assets, the original leaseis not a low-value asset lease.
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
(4) Lease change
If the lease is changed and the following conditions are met at the same time, the company shalltreat the lease change as a separate lease for accounting treatment:
The lease change expands the scope of the lease by adding one or more use rights to leased assets;
The increased consideration is equivalent to the amount of the individual price of the expandedpart of the lease scope adjusted according to the contract conditions.
If the lease change is not accounted for as a separate lease, on the effective date of the lease change,the Company reapportions the consideration of the contract after the change, re-determines the leaseterm, and calculates the current lease payment based on the lease payment after the change and therevised discount rate. The value of the lease liability is remeasured.
If the lease change causes the scope of the lease to be reduced or the lease term is shortened, theCompany will correspondingly reduce the book value of the right-of-use asset, and the relevant gains orlosses from the partial or complete termination of the lease are included in the current profit and loss. Ifother lease changes cause the lease liability to be remeasured, the company adjusts the book value of theright-of-use asset accordingly.
2. The Company as .landlord
On the commencement date of the lease, the Company divides the lease into financial lease andoperating lease. Finance lease refers to a lease in which almost all the risks and rewards related to theownership of the leased asset are transferred regardless of whether the ownership is ultimatelytransferred. Operating leases refer to leases other than financial leases. When the Company acts as asublease lessor, it classifies subleases based on the right-of-use assets generated from the original lease.
(1) Accounting treatment of operating leases
The lease receipts of operating leases are recognized as rental income in each period of the leaseterm according to the straight-line method. The Company capitalizes the initial direct costs incurredrelated to operating leases, and allocates them to the current profit and loss on the same basis as theconfirmation of rental income during the lease term. Variable lease payments that are not included in thelease receipts are included in the current profit and loss when they actually occur. If an operating lease ischanged, the company will account for it as a new lease from the effective date of the change, and theamount of advance receipts or lease receivables related to the lease before the change shall be regardedas the receipts of the new lease.
(2) Accounting treatment of financial leasing
On the commencement date of the lease, the Company recognizes the financial lease receivables forthe financial lease and terminates the recognition of the financial lease assets. When the Companyinitially measures the financial lease receivables, the net lease investment is taken as the entry value ofthe financial lease receivables. The net lease investment is the sum of the unguaranteed residual valueand the present value of the lease payment that has not been received at the beginning of the lease term,discounted at the interest rate implicit in the lease.
The Company calculates and recognizes the interest income for each period of the lease term basedon a fixed periodic interest rate. The derecognition and impairment of financial lease receivables shall beaccounted for in accordance with this Note "III. (X). Financial Instruments".
Variable lease payments that are not included in the measurement of the net lease investment areincluded in the current profit and loss when they actually occur.
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
If a financial lease is changed and the following conditions are met at the same time, the Companyshall treat the change as a separate lease for accounting treatment:
? The change expands the scope of the lease by adding one or more use rights to leased assets;
? The increased consideration is equivalent to the amount of the individual price of the expandedpart of the lease scope adjusted according to the contract conditions.
If the change of the financial lease is not accounted for as a separate lease, the company shall dealwith the changed lease in the following situations:
? If the change takes effect on the lease start date, the lease will be classified as an operating lease,and the Company will start accounting for it as a new lease from the lease change effective date, and usethe net lease investment before the lease change effective date as The book value of the leased asset;
? If the change takes effect on the lease start date, the lease will be classified as a financial lease,and the company will conduct accounting treatment in accordance with the policy of this note "V. (10).Financial Instruments" on the modification or renegotiation of the contract.
3. Sale and leaseback transaction
The Company evaluates and determines whether the asset transfer in the sale and leasebacktransaction is a sale in accordance with the principles described in " V. (38). Revenue".
(1) As tenant
If the asset transfer in the sale and leaseback transaction is a sale, the company as the lesseemeasures the right-of-use asset formed by the sale and leaseback based on the portion of the originalasset's book value related to the right to use obtained from the leaseback, and only transfers it to thelease The rights of the person confirm the relevant gains or losses; if the asset transfer in the sale andleaseback transaction does not belong to the sale, the company as the lessee continues to confirm thetransferred assets and at the same time confirms a financial liability equal to the transfer income. For theaccounting treatment of financial liabilities, see "V. (10). Financial Instruments".
(2) As landlord
If the asset transfer in the sale and leaseback transaction is a sale, the company acts as the lessor toaccount for the purchase of the asset, and the asset lease is accounted for in accordance with theaforementioned "2. The company as the lessor" policy; in the sale and leaseback transaction If thetransfer of assets is not a sale, the company as the lessor does not recognize the transferred assets, butrecognizes a financial asset equal to the transfer income. For the accounting treatment of financial assets,see "V. (10). Financial Instruments”.
43. Other significant accounting policies and accounting estimates
□Applicable √Non-applicable
44. Changes in significant accounting policies and accounting estimates
(1). (1). Changes in significant accounting policies
√Applicable □Non-applicable
√适用 □不适用
| Content and reason of changes in accounting policies | Approval procedure | Remark (Name and amount of the items subject to significant impact) |
| Application of "Interpretation No. 15 of the Accounting Standards for Business Enterprises" | For details see other notes | |
| Application of "Interpretation | For details see other notes |
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
Other Notes
(1) Application of "Interpretation No. 15 of the Accounting Standards for Business Enterprises"On 30 December 2021, the Ministry of Finance released the "Interpretation No. 15 of theAccounting Standards for Business Enterprises" (Cai Kuai [2021] No. 35, hereinafter referred to as"Interpretation No. 15").
①Accounting for trial sales
“Interpretation No. 15” sets out the accounting and presentation of the sales of products orby-products produced by company before the fixed assets reach the intended use or during the researchand development process, and further sets out that the net amount offsetting the cost of sales relatedincome from trial sale shall not write down the cost of fixed assets or R&D expenditure.This provisionwas put into operation from 1 January 2022, and retroactive adjustments shall be made to the trial salesthat occurred from the beginning of the earliest period in which financial statements are presented to1January 2022. The application of this provision imposes no significant impact on the company'sfinancial status and operating results.
②Identification of onerous contracts
Interpretation No. 15 sets out that the "cost of fulfilling the contract" considered by an enterprise indeciding whether a contract constitutes a onerous contract shall include the incremental cost of fulfillingthe contract and the apportioned amount of other costs directly related to the fulfillment of the contract.This provision will come into effect on 1 January 2022. An enterprise should implement this provisionfor contracts that have not fulfilled all obligations on 1 January 2022. The cumulative impact numberwill adjust the retained earnings at the beginning of the year and other related financial statement itemson the implementation date, without adjusting the comparative financial statement data in the priorperiod. The implementation of this provision has no significant impact on the financial standing andoperating results of the Company.
(2) Application of "Interpretation No. 16 of Accounting Standards for Business Enterprises"
On 30 November 2022, the Ministry of Finance released the "Interpretation No. 16 of theAccounting Standards for Business Enterprises" (Cai Kuai [2022] No. 31, hereinafter referred to as"Interpretation No. 16").
①Accounting for the income tax impact of dividends related to financial instruments classified asequity instruments by the issuer
Interpretation No. 16 sets out that with respect to financial instruments classified as equityinstruments by enterprises, if the relevant dividend payments are deducted before corporate income taxunder the relevant provisions of the tax policy, the income tax impact related to the dividends should berecognized along with the dividends payable once recognized, and the income tax impact of dividendswill be included in the current gain and loss or owner's equity items (including other comprehensiveincome items) in accordance with the accounting treatment adopted in past transactions or events leadingto distributable profits.
This provision will come into effect on the date of announcement. If the relevant dividend payableoccurs between 1 January 2022 and the effective date, it will be adjusted in accordance with thisprovision; if it occurs before 1 January 2022 and the relevant financial instruments have not yet beenderecognized on 1 January 2022, a retrospective adjustment shall be made. The implementation of thisprovision has no significant impact on the financial standing and operating results of the Company.
②Accounting for the modification of cash-settled share-based payment by an enterprise toequity-settled share-based payment
Interpretation No. 16 sets out that if an enterprise modifies the terms and conditions of cash-settledshare-based payment agreement to make it an equity-settled share-based payment, on the date ofmodification (whether it occurs during or after the cooling-off period), equity-settled share-basedpayments shall be measured atthe fair value on the date of modification of the granted equity instruments,and the services obtained shall be included in the capital reserve. The difference shall be recognized asthe current gain and loss.
This provision will come into effect on the date of announcement, additional relevant transactionsfrom 1 January 2022 to the implementation date shall be adjusted under this provision; relevanttransactions that occurred before 1 January 2022 that are not handled in accordance with this provisionshall be retrospectively adjusted, and the cumulative impact amount shall be adjusted For retained
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
earnings and other related items on 1 January 2022, the data in the comparative financial statements ofthe previous period will not be adjusted. The implementation of this provision has no significant impacton the financial standing and operating results of the Company.
(2). Changes in significant accounting estimates
□Applicable √Non-applicable
(3). From 2022 onwards, the initial implementation of new accounting standards or standardinterpretations involves adjustments to the financial statements at the beginning of the firstimplementation year
□Applicable √Non-applicable
45. Others
□Applicable √Non-applicable
VI. Taxes
1. Major categories of taxes and tax rates
Main categories of taxes and tax rates
√Applicable □Non-applicable
| Tax Type | Taxation basis | Tax rate |
| VAT | According to the provisions of the tax law, the sales tax shall be calculated on the basis of the income by selling goods and taxable services. After deducting the input tax that is allowed to be deducted from the sales tax in the current period, the difference shall be the value added tax | 13%、9%、6%（Note 1） |
| Consumption tax | ||
| Business tax | ||
| Urban Maintenance and Construction Tax | Calculated based on the actual VAT paid | 7%、5%（Note2） |
| Education Surcharges | Calculated based on the actual VAT paid | 3% |
| Local Education Surcharges | Calculated based on the actual VAT paid | 2% |
| Enterprise income tax | Calculated based on the taxable income | 34%、30%、28%、27%、26.5%、25%、24%、20.6%、19%、16.5%、15% |
Note 1: The sales of goods are subject to VAT at 13% of taxable income, technology developmentservices are subject to VAT at 6% of taxable income, and real estate leasing is subject to VAT at 9% oftaxable income.
Note 2: If there are taxable entities applicable to different corporate city maintenance and constructiontax rates, make a disclosure of statement:
| Name of Taxpayer | Urban Maintenance and Construction Tax Rate |
| Ningbo Qianhui | 5 |
| Sichuan Tuopu | 5 |
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
| Pinghu Tuopu | 5 |
| Taizhou Tuopu | 5 |
| Tuopu Mechatronic System | 5 |
| Zhejiang Towin | 5 |
| Tuopu Thermal Management | 5 |
| Skateboard Chassis | 5 |
| Shanghai Towin | 5 |
| Other companies | 7 |
If there are taxpayers applicable to different corporate local education surcharge rates, make a disclosureof the description
√Applicable □Non-applicable
| Name of Taxpayer | Income Tax Rate (%) |
| The Company | 15 |
| Tuopu Mechatronic System | 15 |
| Zhejiang Towin | 15 |
| Sichuan Maigao | 15 |
| Ningbo Qianhui | 15 |
| Baoji Tuopu | 15 |
| Xi’an Tuopu | 15 |
| Jinzhong Tuopu | 15 |
| Chongqing Tuopu | 15 |
| Chongqing Chassis | 15 |
| Tuopu North American Ltd | 26.50 |
| Tuopu North American USA Limited, INC | 27 |
| Tuopu International | 16.50 |
| Tuopu Poland | 19 |
| Tuopu Sweden | 20.60 |
| TUOPU (MALAYSIA) SDN.BHD. | 24 |
| Tuopu USA, LLC | 28 |
| Tuopu Brasil | 34 |
| Tuopu Mexico | 30 |
| Other company | 25 |
2. Preferential tax rate
√Applicable □Non-applicable
11. Under the provisions of the “Administrative measures for the accreditation of hi-tech enterprises”(Guo Ke Fa Huo [2016] No. 32) and the “Guidelines for the accreditation management of hi-techenterprises” (Guo Ke Fa Huo [2016] No.195), Ningbo Science and Technology Bureau, Ningbo FinanceBureau, and Ningbo Tax Service, SAT issued the certificate of hi-tech enterprise (No.GR202133100574). As set out in the certificate, the Company was accredited as a hi-tech enterprise andthis accreditation is valid for 3 years. Within this period of validity, the preferential tax rate for corporateincome tax is 15%, which is effective from 2021 to 2023 The corporate income tax rate for 2022 is 15%.
2. Under the provisions of the “Administrative measures for the accreditation of hi-tech enterprises”(Guo Ke Fa Huo [2016] No. 32) and the “Guidelines for the accreditation management of hi-techenterprises” (Guo Ke Fa Huo [2016] No.195), Ningbo Science and Technology Bureau, Ningbo FinanceBureau, and Ningbo Tax Service, SAT issued the certificate of hi-tech enterprise (No.GR202233100803). As set out in the certificate, Tuopu Automotive Electronics was accredited as ahi-tech enterprise and this accreditation is valid for 3 years. Within this period of validity, the
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
preferential tax rate for corporate income tax is 15%, which is effective from 20222 to 2024. Thecorporate income tax rate applicable to Tuopu Automotive Electronics for 2022 is 15%.
3. Under the provisions of the “Administrative measures for the accreditation of hi-tech enterprises”(Guo Ke Fa Huo [2016] No. 32) and the “Guidelines for the accreditation management of hi-techenterprises” (Guo Ke Fa Huo [2016] No.195), Ningbo Science and Technology Bureau, Ningbo FinanceBureau, and Ningbo Tax Service, SAT issued the certificate of hi-tech enterprise (No.GR202233009476). As set out in the certificate, Zehjiang Towin was accredited as a hi-tech enterpriseand this accreditation is valid for 3 years. Within this period of validity, the preferential tax rate forcorporate income tax is 15%, which is effective from 20222 to 2024. The corporate income tax rateapplicable to Zhejiang Towin for 2022 is 15%.
4. Under the provisions of the “Circular on the Continuation of the Enterprise Income Tax Policyfor the Western Development Strategy” (No. 23 [2020] Circular of the Ministry of Finance, the StateAdministration of Taxation, and the National Development and Reform Commission” and “Catalogue ofEncouraged Industries in Western China”, the main operations of Sichuan Maigao were accredited as thestate encouraged industry by Sichuan Department of Economic and Information, the preferential tax ratefor corporate income tax is 15%, which is effective from 1 January 2021 to 31 December 2030. Thecorporate income tax rate applicable to Sichuan Maigao for 2022 is 15%.
5. Under the provisions of the “Administrative measures for the accreditation of hi-tech enterprises”(Guo Ke Fa Huo [2016] No. 32) and the “Guidelines for the accreditation management of hi-techenterprises” (Guo Ke Fa Huo [2016] No.195), Ningbo Science and Technology Bureau, Ningbo FinanceBureau, and Ningbo Tax Service, SAT issued the certificate of hi-tech enterprise (No.GR202233009476). As set out in the certificate, Ningbo Qianhui was accredited as a hi-tech enterpriseand this accreditation is valid for 3 years. Within this period of validity, the preferential tax rate forcorporate income tax is 15%, which is effective from 20222 to 2024. The corporate income tax rateapplicable to Ningbo Qianhui for 2022 is 15%.
6. Under the provisions of the “Circular on the Continuation of the Enterprise Income Tax Policyfor the Western Development Strategy” (No. 23 [2020] Circular of the Ministry of Finance, the StateAdministration of Taxation, and the National Development and Reform Commission” and “Catalogue ofEncouraged Industries in Western China”, any enterprise engaged in an encouraged industry in WesternChina will pay corporate income tax at 15% from 1 January 2021 to 31 December 2030. The corporateincome tax rate applicable to Baoji Tuopu for 2022 is 15%.
7. Under the provisions of the “Circular on the Continuation of the Enterprise Income Tax Policyfor the Western Development Strategy” (No. 23 [2020] Circular of the Ministry of Finance, the StateAdministration of Taxation, and the National Development and Reform Commission” and “Catalogue ofEncouraged Industries in Western China”, any enterprise engaged in an encouraged industry in WesternChina will pay corporate income tax at 15% from 1 January 2021 to 31 December 2030. The corporateincome tax rate applicable to Xi’an Tuopu for 2022 is 15%.
8. Under the provisions of the “Circular on the Continuation of the Enterprise Income Tax Policyfor the Western Development Strategy” (No. 23 [2020] Circular of the Ministry of Finance, the StateAdministration of Taxation, and the National Development and Reform Commission” and “Catalogue ofEncouraged Industries in Western China”, any enterprise engaged in an encouraged industry in WesternChina will pay corporate income tax at 15% from 1 January 2021 to 31 December 2030. The corporateincome tax rate applicable to Jinzhong Tuopu for 2022 is 15%.
9. Under the provisions of the “Circular on the Continuation of the Enterprise Income Tax Policyfor the Western Development Strategy” (No. 23 [2020] Circular of the Ministry of Finance, the StateAdministration of Taxation, and the National Development and Reform Commission” and “Catalogue ofEncouraged Industries in Western China”, any enterprise engaged in an encouraged industry in WesternChina will pay corporate income tax at 15% from 1 January 2021 to 31 December 2030. The corporateincome tax rate applicable to Chongqing Tuopu for 2022 is 15%.
10. Under the provisions of the “Circular on the Continuation of the Enterprise Income Tax Policyfor the Western Development Strategy” (No. 23 [2020] Circular of the Ministry of Finance, the StateAdministration of Taxation, and the National Development and Reform Commission” and “Catalogue ofEncouraged Industries in Western China”, any enterprise engaged in an encouraged industry in WesternChina will pay corporate income tax at 15% from 1 January 2021 to 31 December 2030. The corporateincome tax rate applicable to Chongqing Chassis for 2022 is 15%.
11. According to the " The Law of the People’s Republic of China on Enterprise Income Tax" andapplicable implementation regulations, the income from investment and operation of the state-sponsored
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
public infrastructure projects shall be exempted for corporate income tax from the first to the third year,and paid in half from the fourth to the sixth year, which commences from the taxable year of the firstsum of production and operation income. Tuopu Photovoltaic Technology (Beilun) was entitled to thethree-year tax exemption and three-year half tax payment policy from 2022 onwards.
12. According to the " The Law of the People’s Republic of China on Enterprise Income Tax" andapplicable implementation regulations, the income from investment and operation of the state-sponsoredpublic infrastructure projects shall be exempted for corporate income tax from the first to the third year,and paid in half from the fourth to the sixth year, which commences from the taxable year of the firstsum of production and operation income. Tuopu Photovoltaic Technology (Hangzhou Bay) was entitledto the three-year tax exemption and three-year half tax payment policy from 2022 onwards.
13. According to the " The Law of the People’s Republic of China on Enterprise Income Tax" andapplicable implementation regulations, the income from investment and operation of the state-sponsoredpublic infrastructure projects shall be exempted for corporate income tax from the first to the third year,and paid in half from the fourth to the sixth year, which commences from the taxable year of the firstsum of production and operation income. Tuopu Photovoltaic Technology (Pinghu) was entitled to thethree-year tax exemption and three-year half tax payment policy from 2022 onwards.
3. Others
□Applicable √Non-applicable
VII. Notes to the Items in the Consolidated Financial Statement
1. Cash and bank balances
√Applicable □Non-applicable
Unit： Yuan Currency： RMB
| Item | Balance at the End of the Period | Balance at the Beginning of the Period |
| Cash on Hand | 11,944.28 | 9,367.02 |
| Bank Balance | 2,410,200,609.00 | 935,663,023.96 |
| Other Cash and Bank Balances | 385,319,277.15 | 335,777,756.39 |
| Total | 2,795,531,830.43 | 1,271,450,147.37 |
| Including: Total Amount Deposited in Overseas Banks | 258,304,097.57 | 162,601,396.46 |
| Deposits in finance company |
Other notes
Schedule of the cash and bank balances restricted for use:
Unit：Yuan Currency：RMB
| Item | Balance at the End of the Period | Balance at the Beginning of the Period |
| Documentary Credit Deposit | 372,126,161.67 | 328,627,756.39 |
| L/C Guarantee deposits | 4,672,875.48 | 7,150,000.00 |
| Guarantee and security deposit | 8,520,240.00 | |
| Total | 385,319,277.15 | 335,777,756.39 |
2. Trading Financial Assets
√Applicable □Non-applicable
Unit： Yuan Currency： RMB
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
| Item | Balance at the End of the Period | Balance at the Beginning of the Period |
| Financial assets that are measured at fair value and whose changes are included in the current profit and loss | 954,888.48 | 321,507,846.86 |
| Including: | ||
| Investment in debt instruments | ||
| Financial assets that are measured at fair value and whose changes are included in the current profit and loss | 954,888.48 | 1,507,846.86 |
| Derivative Financial Assets | ||
| Short-term financial products | 320,000,000.00 | |
| Financial assets that are designated to be measured at fair value and whose changes are included in the current profit and loss | ||
| Including: | ||
| Total | 954,888.48 | 321,507,846.86 |
Other Notes
□Applicable √Non-applicable
3. Derivative Financial Assets
□Applicable √Non-applicable
4. Notes Receivable
(1) Notes receivable presented by category
√Applicable □Non-applicable
Unit：Yuan Currency：RMB
| Item | Balance at the End of the Period | Balance at the Beginning of the Period |
| Bank Acceptance Notes | 385,818,798.23 | 364,139,072.40 |
| Commercial Acceptance Notes | 24,983,165.85 | |
| Total | 410,801,964.08 | 364,139,072.40 |
(2). Notes receivable pledged by the Company at the end of the period
√Applicable □Non-applicable
Unit：Yuan Currency：RMB
| Item | Pledged amount by the end of period |
| Bank Acceptance Notes | 329,764,096.73 |
| Commercial Acceptance Notes | 16,547,515.27 |
| Total | 346,311,612.00 |
(3). Notes receivable that the Company has endorsed or discounted at the end of the period andthat have not yet expired on the balance sheet date
□Applicable √Non-applicable
(4). Notes that the Company has transferred to accounts receivable due to a failure of contractperformance at the end of the period.
□Applicable √Non-applicable
(5). Categorical disclosure of accounts receivable
□Applicable √Non-applicable
Provision for bad debts by single item:
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
□Applicable √Non-applicable
Provision for bad debts by combination:
□Applicable √Non-applicable
If the bad debt provision is made by the general expected credit loss model, e refer to the disclosure ofother receivables:
□Applicable √Non-applicable
(6). Provision for bad debts
□Applicable √Non-applicable
(7). Notes receivable actually written off in the current period
□Applicable √Non-applicable
Other notes
√Applicable □Non-applicable
As at 31 December 2022, the balance of the company's commercial acceptance bills was RMB26,298,069.32. The unmatured commercial acceptance bills were treated as accounts receivable by theCmpany based on the principle of prudence, and the aging of the accounts receivable was calculatedcontinuously. Provision for bad debts of RMB 1,314,903.47 was accounted for undue commercialacceptance bills.
5. Accounts receivable
(1). Disclosure by aging
√Applicable □Non-applicable
Unit：Yuan Currency：RMB
| Aging | Book Balance at the End of the Period |
| Within 1 year | |
| Including: sub-item within 1 year | |
| Within 1 year | 4,551,006,545.30 |
| Subtotal within 1 year | 4,551,006,545.30 |
| 1 to 2 years | 16,692,451.22 |
| 2 to 3 years | 9,718,986.45 |
| Over 3 years | 5,860,460.91 |
| 3 to 4 years | |
| 4 to 5 years | |
| Over 5 years | 12,507,717.03 |
| Total | 4,595,786,160.91 |
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
(2）. Categorical disclosure by provision for bad debts
√Applicable □Non-applicable
Unit：Yuan Currency：RMB
| Category | Balance at the End of the Period | Balance at the Beginning of the Period | ||||||||
| Book Balance | Bad Debt Provision | Book Value | Book Balance | Bad Debt Provision | Book Value | |||||
| Amount | (%) Percentage (%) | Amount | Accrued Proportion (%) | Amount | Percentage (%) | Amount | Accrued Proportion (%) | |||
| Bad debt provision accrued based on single item | 7,536,306.12 | 0.16 | 7,536,306.12 | 100.00 | 7,536,306.12 | 0.22 | 7,536,306.12 | 100.00 | ||
| Including: | ||||||||||
| Bad debt provision accrued based on combinations | 4,588,249,854.79 | 99.84 | 240,788,867.03 | 5.25 | 4,347,460,987.76 | 3,343,948,161.21 | 99.78 | 175,727,356.26 | 5.26 | 3,168,220,804.95 |
| Including: | ||||||||||
| Bad debt provision accrued based on aging combinations | 4,588,249,854.79 | 99.84 | 240,788,867.03 | 5.25 | 4,347,460,987.76 | 3,343,948,161.21 | 99.78 | 175,727,356.26 | 5.26 | 3,168,220,804.95 |
| Total | 4,595,786,160.91 | / | 248,325,173.15 | / | 4,347,460,987.76 | 3,351,484,467.33 | / | 183,263,662.38 | / | 3,168,220,804.95 |
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
Bad debt provision accrued based on single item
√Applicable □Non-applicable
Unit：Yuan Currency：RMB
| Name | Balance at the End of the Period | |||
| Book Balance | Bad Debt Provision | Accrued Proportion (%) | Reason for Accrual | |
| Chongqing Hyosow Parts Co., Ltd. | 4,682,782.60 | 4,682,782.60 | 100.00 | Expected to be unable to recover |
| Henan Dongqi Chenfei Rubber and Plastic Co., Ltd. | 2,438,745.39 | 2,438,745.39 | 100.00 | Expected to be unable to recover |
| Zhejiang Green Field Motor Co., Ltd. | 414,778.13 | 414,778.13 | 100.00 | Expected to be unable to recover |
| Total | 7,536,306.12 | 7,536,306.12 | 100.00 | / |
Notes to Bad debt provision accrued based on single item:
□Applicable √Non-applicable
Bad debt provision accrued based on combinations
√Applicable □Non-applicable
√适用 □不适用
Accrued items based on combinations: Accrued items based on aging group
Unit：Yuan Currency：RMB
| Name | Balance at the End of the Period | ||
| Accounts Receivable | Bad Debt Provision | Accrued Proportion(%) | |
| Within 1 year (including 1 year) | 4,551,006,545.30 | 227,550,327.27 | 5.00 |
| 1-2 years (including 2 years) | 16,692,451.22 | 1,669,245.12 | 10.00 |
| 2-3 years (including 3 years) | 9,718,986.45 | 2,915,695.94 | 30.00 |
| 3-5 years (including 5 years) | 5,445,682.78 | 3,267,409.66 | 60.00 |
| Over 5 years | 5,386,189.04 | 5,386,189.04 | 100.00 |
| Total | 4,588,249,854.79 | 240,788,867.03 | |
Recognition criteria for and notes to bad debt provision by combinations
□Applicable √Non-applicable
If the bad debt provision is made by the general expected credit loss model, e refer to the disclosure ofother receivables:
□Applicable √Non-applicable
(3). Bad debt provision
√Applicable□Non-applicable
Unit：Yuan Currency：RMB
| Category | Balance at the Beginning of the Period | Amount Changed in the Current Period | Balance at the End of the Period | |||
| Provision | Withdrawal or | Write-off | Other Changes | |||
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
| Reversal | ||||||
| Bad debt provision accrued based on single item | 7,536,306.12 | 7,536,306.12 | ||||
| Bad debt provision accrued based on combinations | 175,727,356.26 | 64,588,458.14 | 52.20 | 473,104.83 | 240,788,867.03 | |
| Total | 183,263,662.38 | 64,588,458.14 | 52.20 | 473,104.83 | 248,325,173.15 |
Significant withdrawal or reversal amount of provision for bad debts in the current period:
□Applicable √Non-applicable
(4). Accounts receivable actually written off in the current period
√Applicable□Non-applicable
Unit：Yuan Currency：RMB
| Item | Amount written off |
| Accounts receivable written off | 52.20 |
Particulars about significant accounts receivable written off
□Applicable √Non-applicable
Notes to accounts receivable written off:
□Applicable √Non-applicable
(5). Accounts receivable of the top five closing balances collected by debtors
√Applicable □Non-applicable
Unit：Yuan Currency：RMB
| Name of Entity | Balance at the End of the Period | Proportion in Total Accounts Receivable (%) | Bad Debt Provision |
| No.1 | 1,339,334,842.28 | 29.14 | 66,966,742.11 |
| No.2 | 370,149,830.37 | 8.05 | 18,507,491.52 |
| No.3 | 215,715,061.46 | 4.69 | 10,785,753.07 |
| No.4 | 186,031,141.20 | 4.05 | 9,301,557.06 |
| No.5 | 136,593,586.65 | 2.97 | 6,829,679.33 |
| Total | 2,247,824,461.96 | 48.90 | 112,391,223.09 |
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
(6).Accounts receivable derecognized due to the transfer of financial assets
□Applicable √Non-applicable
(7). Amount of assets and liabilities formed by the transfer of accounts receivable and continuedinvolvement
□Applicable √Non-applicable
Other Notes:
□Applicable √Non-applicable
6. Receivables Financing
√Applicable □Non-applicable
Unit：Yuan Currency：RMB
| Item | Balance at the End of the Period | Balance at the Beginning of the Period |
| Notes receivable | 1,157,514,623.70 | 972,493,168.64 |
| Accounts receivable | ||
| Total | 1,157,514,623.70 | 972,493,168.64 |
Changes in the financing of receivables and changes in fair value in the current period:
√Applicable □Non-applicable
Unit：Yuan Currency：RMB
| Item | Balance at the End of Previous Year | Increase in the Current Period | Derecognition in the Current Period | Other Changes | Balance at the End of the Period | Cumulative loss provision recognized in other comprehensive income |
| Bank Acceptance Notes | 909,604,953.41 | 2,111,712,929.29 | 1,889,916,892.55 | 1,131,400,990.15 | ||
| Commercial Acceptance Notes | 62,888,215.23 | 47,010,220.75 | 85,719,780.41 | 1,934,977.98 | 26,113,633.55 | |
| Total | 972,493,168.64 | 2,158,723,150.04 | 1,975,636,672.96 | 1,934,977.98 | 1,157,514,623.70 |
If the bad debt provision is made by the general expected credit loss model, e refer to the disclosure ofother receivables:
□Applicable √Non-applicable
Other Notes:
√Applicable □Non-applicable
1. Notes receivable pledged by the Company at the end of the period
Unit：Yuan Currency：RMB
| Item | Pledged amount by the end of period |
| Bank Acceptance Notes | 1,022,572,610.43 |
| Commercial Acceptance Notes | 21,491,683.54 |
| Total | 1,044,064,293.97 |
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
2. Notes receivable that the Company has endorsed or discounted at the end of the period and that havenot yet expired on the balance sheet date
Unit：Yuan Currency：RMB
| Item | Derecognised amount at the end of the period | Not derecognised amount at the end of the period |
| Bank Acceptance Notes | 500,691,079.77 | |
| Commercial Acceptance Notes | ||
| Total | 500,691,079.77 |
3. Provision for impairment of accounts receivable financing
As of December 31
st, 2022, the amount of commercial acceptance notes was RMB 27,488,561.63,the Company managed the unmatured commercial acceptance notes as accounts receivable according tothe principle of prudence and made a provision for bad debts of unmatured commercial acceptance notesin RMB 1,374,928.08 according to the principle of continuous calculation in respect of the age of itscorresponding accounts receivable.
7. Prepayments
(1). Aging analysis of prepayments is as follows
√Applicable □Non-applicable
Unit：Yuan Currency：RMB
| Aging | Balance at the End of the Period | Balance at the Start of the Period | ||
| Amount | Percentage(%) | Amount | Percentage(%) | |
| Within 1 year | 113,208,636.79 | 96.65 | 81,259,561.39 | 96.18 |
| 1-2 years | 2,274,534.64 | 1.94 | 1,651,762.16 | 1.96 |
| 2-3 years | 856,296.82 | 0.73 | 179,441.10 | 0.21 |
| Over 3 years | 795,117.14 | 0.68 | 1,398,339.71 | 1.65 |
| Total | 117,134,585.39 | 100.00 | 84,489,104.36 | 100.00 |
(2).Particulars of advance payment of the top five closing balances by prepayment parties
√Applicable □Non-applicable
| Name of Entity | Balance at the end of the period | Proportion in total balance of prepayments at the end of the period |
| State Grid Zhejiang Electric Power Co., Ltd. Ningbo Power Supply Company | 6,000,000.00 | 5.12 |
| Ningbo Hangzhou Bay China Resources Gas Co., Ltd. | 5,449,834.32 | 4.65 |
| GLOBAL GLORY GROUP LIMITED | 4,532,759.30 | 3.87 |
| Xiangtan Desheng Energy Distribution and Sales Co., Ltd. | 2,165,335.27 | 1.85 |
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
| Pinghu Economic and Technological Development Zone Industrial Service Co., Ltd. | 2,000,000.00 | 1.71 |
| Total | 20,147,928.89 | 17.20 |
Other Notes
□Applicable √Non-applicable
8. Other Receivables
Presentation of items
√Applicable □Non-applicable
Unit：Yuan Currency：RMB
| Item | Balance at the end of the period | Balance at the beginning of the period |
| Interest receivable | ||
| Dividend receivable | 3,719,979.84 | |
| Other Receivables | 140,748,361.64 | 40,959,387.43 |
| Total | 140,748,361.64 | 44,679,367.27 |
Other Notes:
□Applicable √Non-applicable
Interest receivable
(1). Category of interest receivable
□Applicable √Non-applicable
(2). Important late payment interest
□Applicable √Non-applicable
(3). Particulars of bad debt provision
□Applicable √Non-applicable
Other Notes:
□Applicable √Non-applicable
Dividend receivable
(4). Dividend Receivable
√Applicable □Non-applicable
Unit：Yuan Currency：RMB
| Item (or Invested Entity) | Balance at the end of the period | Balance at the beginning of the period |
| Chongqing Antolin Tuopu Overhead System Co., Ltd. | 3,719,979.84 | |
| Total | 3,719,979.84 |
(5). Important dividend receivable with an aging over 1 year
□Applicable √Non-applicable
(6). Particulars of bad debt provision
□Applicable √Non-applicable
Other Notes:
□Applicable √Non-applicable
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
Other Receivables
(7) Disclosure by aging
√Applicable □Non-applicable
Unit：Yuan Currency：RMB
| Aging | Book Balance at the End of the Period |
| Within 1 year | |
| Including: sub-item within 1 year | |
| Within 1 year | 119,744,672.53 |
| Subtotal within 1 year | 119,744,672.53 |
| 1 to 2 years | 26,904,374.34 |
| 2 to 3 years | 3,409,500.48 |
| Over 3 years | 975,838.75 |
| 3 to 4 years | |
| 4 to 5 years | |
| Over 5 years | 734,660.00 |
| Total | 151,769,046.10 |
(8). Categorized by the nature of funds
√Applicable □Non-applicable
Unit：Yuan Currency：RMB
| Nature of Funds | Book balance at the end of the period | Book balance at the beginning of the period |
| Petty cash funds | 1,661,465.71 | 1,785,350.00 |
| Security deposits | 133,075,160.14 | 37,215,851.82 |
| Others | 17,032,420.25 | 5,670,597.79 |
| Total | 151,769,046.10 | 44,671,799.61 |
(9). Particulars of bad debt provision
√Applicable □Non-applicable
Unit： Yuan Currency： RMB
| Bad debt provision | Phase 1 | Phase 2 | Phase 3 | Total |
| Expected credit loss in the next 12 months | Expected credit loss throughout the duration (no credit impairment occurred) | Expected credit loss throughout the duration (credit impairment has occurred) | ||
| Balance on January 1, 2022 | 3,712,412.18 | 3,712,412.18 | ||
| Balance of the current period on January 1, 2022 | ||||
| --Transfer to Phase 2 | ||||
| --Transfer to Phase 3 | ||||
| --Transfer to Phase 2 | ||||
| --Transfer to Phase 1 | ||||
| Provision made in the current | 7,335,634.26 | 7,335,634.26 |
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
| period | ||||
| Reversal in the current period | ||||
| Write-off in the current period | ||||
| Write-off in the current period | 100,000.00 | 100,000.00 | ||
| Other changes | 72,638.02 | 72,638.02 | ||
| Balance on December 31, 2022 | 11,020,684.46 | 11,020,684.46 |
Notes to significant changes in the book balance of other receivables that have changed in the currentperiod:
□Applicable √Non-applicable
Amount of bad debt provision in the current period and the basis for assessing whether the credit risk offinancial instruments has increased significantly:
□Applicable √Non-applicable
(10). Particulars of bad debt provision
√Applicable □Non-applicable
Unit： Yuan Currency： RMB
| Category | Balance at the Beginning of the Period | Amount Changed in the Current Period | Balance at the End of the Period | |||
| Provision | Withdrawal or Reversal | Write-off | Other Changes | |||
| Accounts receivable with bad debt accrued based on aging portfolio | 3,712,412.18 | 7,335,634.26 | 100,000.00 | 72,638.02 | 11,020,684.46 | |
| Total | 3,712,412.18 | 7,335,634.26 | 100,000.00 | 72,638.02 | 11,020,684.46 | |
Bad debt provision in the current period with significant amount of withdrawal or reversal:
□Applicable √Non-applicable
(11). Particulars of other receivables actually written off in the current period
√Applicable □Non-applicable
Unit： Yuan Currency： RMB
| Item | Amount written off |
| Other receivables written off | 100,000.00 |
Particulars about significant other receivables written off:
□Applicable √Non-applicable
Note to other receivables written off:
□Applicable √Non-applicable
(12). Particulars of other receivables of the top five closing balances collected by debtors
√Applicable □Non-applicable
Unit： Yuan Currency： RMB
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
| Name of Unit | Nature of funds | Balance at the end of the period | Aging | Proportion in total other receivables at the end of the period (%) | Balance of bad debt provision at the end of the period |
| Administration Committee of Ningbo Qianwan New Area | Security deposit | 89,167,778.00 | Note | 58.75 | 6,428,060.40 |
| Avalon Risk Management Insurance Ag | Security deposit | 15,322,120.00 | Within 1 year | 10.10 | 766,106.00 |
| Zhejiang Holley & Futong Investment Co., Ltd. | Security deposit | 12,678,000.00 | Within 1 year | 8.35 | 633,900.00 |
| Ruhlamat Automation Technology (Changchun) Co., Ltd | Other | 6,120,000.00 | Within 1 year | 4.03 | 306,000.00 |
| 7R PROJEKT 35 SP.Z.O.O | Security deposit | 4,689,900.00 | Within 1 year | 3.09 | 234,495.00 |
| Total | / | 127,977,798.00 | / | 84.32 | 8,368,561.40 |
Note: The amount within 1 year is RMB 63,300,000.00, the amount due within 1-2 years is RMB22,486,365.00, and the amount due within 2-3 years is RMB 3,381,413.00.
(13). Accounts receivable related to government subsidies
□Applicable √Non-applicable
(14). Other accounts receivable derecognised due to transfer of financial assets
□Applicable √Non-applicable
(15). Amount of assets and liabilities generated due to transfer of other receivables and continuedinvolvement
□Applicable √Non-applicable
Other Notes:
□Applicable √Non-applicable
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
9. Inventories
(1).Category of inventories
√Applicable □Non-applicable
Unit：Yuan Currency：RMB
| Item | Balance at the End of the Period | Balance at the Start of the Period | ||||
| Book Balance | Inventory depreciation provision or contract performance cost impairment provision | Book Value | Book Balance | Inventory depreciation provision or contract performance cost impairment provision | Book Value | |
| Raw materials | 486,063,273.70 | 486,063,273.70 | 295,991,257.60 | 295,991,257.60 | ||
| WIPs | ||||||
| Finished goods | 1,378,642,132.29 | 77,324,542.77 | 1,301,317,589.52 | 1,018,334,344.47 | 58,225,344.98 | 960,108,999.49 |
| Revolving materials | 46,509,211.87 | 46,509,211.87 | 26,763,189.32 | 26,763,189.32 | ||
| Consumptive biological assets | ||||||
| Contract performance cost | ||||||
| Production cost | 712,904,558.22 | 712,904,558.22 | 453,562,883.94 | 453,562,883.94 | ||
| Delivered goods | 709,066,282.35 | 709,066,282.35 | 560,557,512.72 | 560,557,512.72 | ||
| Total | 3,333,185,458.43 | 77,324,542.77 | 3,255,860,915.66 | 2,355,209,188.05 | 58,225,344.98 | 2,296,983,843.07 |
(2). Inventory depreciation provision and contract performance cost impairment provision
√Applicable □Non-applicable
Unit：Yuan Currency：RMB
| Item | Balance at the Start of the Period | Increase in the Current Period | Decrease in the Current Period | Balance at the End of the Period | ||
| Accrued | Others | Reversal or Write-off | Others | |||
| Raw materials | ||||||
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
| WIPs | ||||||
| Finished goods | 58,225,344.98 | 32,291,487.20 | 13,192,289.41 | 77,324,542.77 | ||
| Revolving materials | ||||||
| Consumptive biological assets | ||||||
| Contract performance cost |
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
(3). Notes to the balance at the end of the inventory period with the capitalized amount ofborrowing costs
□Applicable √Non-applicable
(4). Notes to the amortized amount in the current period of contract performance cost
□Applicable √Non-applicable
Other Notes
□Applicable √Non-applicable
10. Contract Assets
(1). Particulars of contract assets
□Applicable √Non-applicable
(2). Amount and reason for the significant change in the book value during the reporting period
□Applicable √Non-applicable
(3). Particulars of impairment provision of contract assets in the current period
□Applicable √Non-applicable
If the bad debt provision is made by the general expected credit loss model, e refer to the disclosure ofother receivables:
□Applicable √Non-applicable
Other Notes:
□Applicable √Non-applicable
11. Holding-for-sale assets
□Applicable √Non-applicable
12. Non-current assets due within one year
□Applicable √Non-applicable
Important debt investments and other debt investments at the end of the period:
□Applicable √Non-applicable
13. Other Current Assets
□Applicable √Non-applicable
Unit：Yuan Currency：RMB
| Item | Balance at the End of the Period | Balance at the Beginning of the Period |
| Contract acquisition cost | ||
| Return cost receivable | ||
| VAT input tax to be deducted | 201,427,014.58 | 264,420,517.02 |
| Advance payment of corporate income tax | 7,060,542.43 | 1,763,396.48 |
| Advance payment of other taxes | 10,207.17 | 3,166.41 |
| Total | 208,497,764.18 | 266,187,079.91 |
14. Debt Investment
(1). Particulars of debt investment
□Applicable √Non-applicable
(2). Important debt investment at the end of the period
□Applicable √Non-applicable
(3). Particulars of provision for impairment
□Applicable √Non-applicable
The amount of impairment provision for the current period and the basis for assessing whether the creditrisk of financial instruments has increased significantly
□Applicable √Non-applicable
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
Other Notes
□Applicable √Non-applicable
15. Other Debt Investments
(1). Particulars of other debt investments
□Applicable √Non-applicable
(2). Other important debt investments at the end of the period
□Applicable √Non-applicable
(3). Particulars of provision for impairment
□Applicable √Non-applicable
The amount of impairment provision for the current period and the basis for assessing whether the creditrisk of financial instruments has increased significantly
□Applicable √Non-applicable
Other Notes:
□Applicable √Non-applicable
16. Long-term Receivables
(1). Particulars of long-term receivables
□Applicable √Non-applicable
(2). Particulars of provision for bad debts
□Applicable √Non-applicable
The amount of provision for bad debts in the current period and the basis for assessing whether the creditrisk of financial instruments has increased significantly
□Applicable √Non-applicable
(3). Long-term receivables derecognized due to the transfer of financial assets
□Applicable √Non-applicable
(4). The amount of assets and liabilities formed by the transfer of long-term receivables andcontinued involvement
□Applicable √Non-applicable
Other Notes
□Applicable √Non-applicable
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
17. Long-term Equity Investment
√Applicable □Non-applicable
√适用 □不适用
Unit： Yuan Currency： RMB
| Invested Entity | Balance at the Beginning of the Period | Decrease/Increase in the current period | Balance at the End of the Period | Balance of impairment provision at the end of the period | |||||||
| Investment Increased | Investment Decreased | Investment profit and loss recognized under the equity method | Adjustment on other comprehensive income | Other changes in equity | Cash dividends or profit declared to distribute | Provision for impairment accrued | Others | ||||
| I. Joint ventures | |||||||||||
| Tuopu Electrical Appliances Co., Ltd. | 49,647,448.77 | 13,150,988.11 | 62,798,436.88 | ||||||||
| Ningbo Borgers Tuopu Automobile Parts Co., Ltd. | 72,441,987.22 | 15,464,302.11 | 9,000,000.00 | 78,906,289.33 | |||||||
| Subtotal | 122,089,435.99 | 28,615,290.22 | 9,000,000.00 | 141,704,726.21 | |||||||
| II. Affiliates | |||||||||||
| Chongqing Antolin Tuopu Overhead System Co., Ltd. | 7,388,339.54 | -361,236.47 | -7,027,103.07 | ||||||||
| Subtotal | 7,388,339.54 | -361,236.47 | -7,027,103.07 | ||||||||
| Total | 129,477,775.53 | 28,254,053.75 | 9,000,000.00 | -7,027,103.07 | 141,704,726.21 | ||||||
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
18. Other equity instrument investments
(1). Particulars of other equity instrument investments
□Applicable √Non-applicable
(2). Particulars of investment in non-trading equity instruments
□Applicable √Non-applicable
Other Notes:
□Applicable √Non-applicable
19. Other non-current financial assets
□Applicable √Non-applicable
Other Notes:
□Applicable √Non-applicable
20. Investment property
Measurement options of investment property
(1). Investment properties measured by cost method
Unit： Yuan Currency： RMB
| Item | Buildings and constructions | Land use rights | Projects under Construction | Total |
| I . Original book value | ||||
| 1. Balance at the beginning of the period | 49,063,282.93 | 6,689,012.00 | 55,752,294.93 | |
| 2. Increased in the Current Period | ||||
| (1) Purchase | ||||
| (2) Transfer-in of Inventory\Fixed assets\Construction in progress | ||||
| (3) Increase from business combination | ||||
| 3. Decreased in the Current Period | 4,919,549.41 | 4,919,549.41 | ||
| (1) Disposal | ||||
| (2) Other Transfer-out | 4,919,549.41 | 4,919,549.41 | ||
| 4. Balance at the end of the period | 44,143,733.52 | 6,689,012.00 | 50,832,745.52 | |
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
| II. Accumulated Depreciation and Amortization | ||||
| 1. Balance at the beginning of the period | 23,181,318.75 | 2,641,759.44 | 25,823,078.19 | |
| 2. Increased in the Current Period | 2,170,951.14 | 160,536.26 | 2,331,487.40 | |
| (1) Accrual or Amortization | 2,170,951.14 | 160,536.26 | 2,331,487.40 | |
| 3. Decreased in the Current Period | 2,447,915.92 | 2,447,915.92 | ||
| (1) Disposal | ||||
| (2) Other transfer-out | 2,447,915.92 | 2,447,915.92 | ||
| 4. Balance at the end of the period | 22,904,353.97 | 2,802,295.70 | 25,706,649.67 | |
| III. Provision for Impairment | ||||
| 1. Balance at the beginning of the period | ||||
| 2. Increased in the Current Period | ||||
| (1) Accrual | ||||
| 3. Decreased in the Current Period | ||||
| (1) Disposal | ||||
| (2) Other Transfer-out | ||||
| 4. Balance at the end of the period | ||||
| IV. Book value | ||||
| 1. Book value at the end of the period | 21,239,379.55 | 3,886,716.30 | 25,126,095.85 | |
| 2. Book value at the beginning of the period | 25,881,964.18 | 4,047,252.56 | 29,929,216.74 | |
(2). Particulars of investment property without the property right certificate granted
□Applicable √Non-applicable
Other Notes
□Applicable √Non-applicable
21. Fixed assets
Presentation of items
√Applicable □Non-applicable
Unit： Yuan Currency： RMB
| Item | Balance at the end of the period | Balance at the beginning of the period |
| Fixed assets | 8,725,700,134.49 | 5,831,567,302.57 |
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
| Disposal of fixed assets | ||
| Total | 8,725,700,134.49 | 5,831,567,302.57 |
Other Notes:
□Applicable √Non-applicable
Fixed Assets
(1). Particulars of fixed Assets
√Applicable □Non-applicable
Unit： Yuan Currency： RMB
| Item | Houses and buildings | Means of transportation | Machinery and equipment | Office equipment and others | Buildings for commercial use | 光伏工程photovoltaic engineering projects | Total |
| I . Original book value: | |||||||
| 1.Balance at the beginning of the period | 2,417,802,703.13 | 5,547,890,797.59 | 35,828,764.17 | 225,492,024.05 | 68,200,328.83 | 8,295,214,617.77 | |
| 2. Increased in the Current Period | 1,158,858,596.47 | 2,366,599,816.34 | 9,144,105.33 | 44,431,470.89 | 98,039,292.65 | 3,677,073,281.68 | |
| (1) Purchase | 19,233,438.59 | 543,224,855.54 | 4,648,718.43 | 32,721,355.58 | 599,828,368.14 | ||
| (2) Transfer-in of construction in progress | 1,134,705,608.47 | 1,810,284,118.78 | 4,369,506.56 | 10,815,095.18 | 98,039,292.65 | 3,058,213,621.64 | |
| (3) Increase from business combination | 13,090,842.02 | 125,880.34 | 895,020.13 | 14,111,742.49 | |||
| (4) Other | 4,919,549.41 | 4,919,549.41 | |||||
| 3. Decreased in the Current Period | 384,864.89 | 54,718,498.71 | 6,151,193.74 | 3,504,537.38 | 64,759,094.72 | ||
| (1) Disposal or | 384,864.89 | 54,718,498.71 | 6,151,193.74 | 3,504,537.38 | 64,759,094.72 | ||
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
| scrapping | |||||||
| 4. Balance at the end of the period | 3,576,276,434.71 | 7,859,772,115.22 | 38,821,675.76 | 266,418,957.56 | 68,200,328.83 | 98,039,292.65 | 11,907,528,804.73 |
| II. Accumulated Depreciation | |||||||
| 1. Balance at the beginning of the period | 452,656,355.04 | 1,869,099,945.92 | 25,071,547.70 | 112,856,984.18 | 3,962,482.36 | 2,463,647,315.20 | |
| 2. Increased in the Current Period | 125,723,317.67 | 605,150,211.48 | 3,391,752.29 | 23,354,743.37 | 1,533,864.14 | 1,292,156.40 | 760,446,045.35 |
| (1) Accrual | 123,275,401.75 | 595,239,775.41 | 3,272,166.06 | 22,512,111.49 | 1,533,864.14 | 1,292,156.40 | 747,125,475.25 |
| (2) Increase from business combination | 9,910,436.07 | 119,586.23 | 842,631.88 | 10,872,654.18 | |||
| （3）Other | 2,447,915.92 | 2,447,915.92 | |||||
| 3. Decreased in the Current Period | 35,010,775.86 | 5,675,707.73 | 1,578,206.72 | 42,264,690.31 | |||
| (1) Disposal or scrapping | 35,010,775.86 | 5,675,707.73 | 1,578,206.72 | 42,264,690.31 | |||
| 4. Balance at the end of the period | 578,379,672.71 | 2,439,239,381.54 | 22,787,592.26 | 134,633,520.83 | 5,496,346.50 | 1,292,156.40 | 3,181,828,670.24 |
| III. Provision for Impairment | |||||||
| 1. Balance at the beginning of the period | |||||||
| 2. Increased in the Current Period | |||||||
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
| (1) Accrual | |||||||
| 3. Decreased in the Current Period | |||||||
| (1) Disposal or scrapping | |||||||
| 4. Balance at the end of the period | |||||||
| IV. Book value | |||||||
| 1.Book value at the end of the period | 2,997,896,762.00 | 5,420,532,733.68 | 16,034,083.50 | 131,785,436.73 | 62,703,982.33 | 96,747,136.25 | 8,725,700,134.49 |
| 2. Book value at the beginning of the period | 1,965,146,348.09 | 3,678,790,851.67 | 10,757,216.47 | 112,635,039.87 | 64,237,846.47 | 5,831,567,302.57 | |
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
(2). Particulars of temporarily idle fixed assets
□Applicable √Non-applicable
(3). Particulars of fixed assets rented under financial leasing
□Applicable √Non-applicable
Fixed assets rented under operating leases
□Applicable √Non-applicable
(5). Particulars of fixed assets without property right certificate granted
√Applicable □Non-applicable
Unit：Yuan Currency：RMB
| Item | Book Value | Reason for non-granted property right certificate |
| Houses and buildings | 1,372,696,840.46 | In process |
Other Notes:
√Applicable □Non-applicable
Disposal of Fixed Assets
√Applicable □Non-applicable
22. Construction in progress
Presentation of items
√Applicable □Non-applicable
Unit：Yuan Currency：RMB
| Item | Balance at the End of the Period | Balance at the Beginning of the Period |
| Construction in progress | 3,553,833,187.91 | 1,990,647,471.76 |
| Construction supplies and materials | ||
| Total | 3,553,833,187.91 | 1,990,647,471.76 |
Other Notes:
□Applicable √Non-applicable
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
Construction in Progress
(1). Details of construction in progress
√Applicable □Non-applicable
Unit：Yuan Currency：RMB
| Item | Balance at the end of the period | Balance at the beginning of the period | ||||||||
| Book Balance | Provision for decline in value | Book value | Book Balance | Provision for decline in value | Book value | |||||
| Equipment and software installation project | 2,367,324,618.54 | 2,367,324,618.54 | 918,204,256.60 | 918,204,256.60 | ||||||
| Tools under fabrication | 137,404,271.66 | 137,404,271.66 | 97,943,256.42 | 97,943,256.42 | ||||||
| Parent company project | 7,852,391.90 | 7,852,391.90 | 387,660.57 | 387,660.57 | ||||||
| Automotive Electronics Phase II Project | 2,792,014.72 | 2,792,014.72 | ||||||||
| Tuopu EV Project | 417,137,085.85 | 417,137,085.85 | 741,854,318.80 | 741,854,318.80 | ||||||
| Tuopu Chassis Project | 5,029,993.09 | 5,029,993.09 | 167,456,827.87 | 167,456,827.87 | ||||||
| Skateboard Chassis Project | 427,307,484.97 | 427,307,484.97 | ||||||||
| Wuhan Tuopu Project | 67,924.53 | 67,924.53 | 489,259.22 | 489,259.22 | ||||||
| Ningbo Qianhui Project | 1,137,867.18 | 1,137,867.18 | ||||||||
| Chongqing Tuopu Project | 375,000.00 | 375,000.00 | ||||||||
| Ushone Electronic Chassis Project | 4,237,442.87 | 4,237,442.87 | ||||||||
| Tuopu Poland Project | 139,934,661.06 | 139,934,661.06 | 33,701,866.37 | 33,701,866.37 | ||||||
| Chongqing Chassis Project | 32,549,117.36 | 32,549,117.36 | ||||||||
| Tuopu Photovoltaic Technology (Beilun) Project | 10,637,655.77 | 10,637,655.77 | 6,489,718.13 | 6,489,718.13 | ||||||
| Tuopu Photovoltaic Technology (Hangzhou Bay) Project | 2,446,905.90 | 2,446,905.90 | 18,914,514.91 | 18,914,514.91 | ||||||
| Tuopu Photovoltaic Technology (Pinghu) project | 2,032,852.20 | 2,032,852.20 | ||||||||
| Taizhou Tuopu Project | 390,767.23 | 390,767.23 | ||||||||
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
| Other sporadic construction projects | 380,925.95 | 380,925.95 | ||||
| Total | 3,553,833,187.91 | 3,553,833,187.91 | 1,990,647,471.76 | 1,990,647,471.76 |
(2). Changes in significant construction in progress during the current period
√Applicable □Non-applicable
Unit：Yuan Currency：RMB
| Item | Budget | Balance at the Start of the Period | Increased in the current period | Transfer amounts of fixed assets in this period | Other amounts decreased in current period | Balance at the End of the Period | Project accumulative investment as a percentage of the budget (%) | Project progress | Accumulated capitalized interest amount | Including: capitalized interest amount in the current period | Capitalization rate of the interest in the current period (%) | Capital Source |
| Equipment and software installation project | 918,204,256.60 | 3,188,336,853.82 | 1,672,666,363.66 | 66,550,128.22 | 2,367,324,618.54 | Under construction | Self-funded or raised | |||||
| Tools under fabrication | 97,943,256.42 | 207,420,821.13 | 163,486,298.15 | 4,473,507.74 | 137,404,271.66 | Under construction | Self-funded | |||||
| Parent company project | 387,660.57 | 15,454,919.35 | 7,315,358.42 | 674,829.60 | 7,852,391.90 | Under construction | Self-funded or raised |
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
| Mechatronic System Phase II Project | 2,792,014.72 | 22,751,452.62 | 23,245,546.91 | 2,297,920.43 | As built | Self-funded or raised | ||||||
| Tuopu EV project | 1,300,000,000.00 | 741,854,318.80 | 497,286,627.41 | 821,673,278.24 | 330,582.12 | 417,137,085.85 | 95.29 | Under construction | Self-funded or raised | |||
| Sichuan Maigao Project | 1,840,699.22 | 1,840,699.22 | As built | Self-funded | ||||||||
| Taizhou Tuopu Project | 1,216,600.57 | 825,833.34 | 390,767.23 | Under construction | Self-funded | |||||||
| Hunan Tuopu Project | 18,070,210.60 | 18,070,210.60 | As built | Self-funded or raised | ||||||||
| Tuopu Chassis Project | 300,000,000.00 | 167,456,827.87 | 88,030,389.81 | 250,457,224.59 | 5,029,993.09 | 85.16 | Under construction | Self-funded | ||||
| Skateboard Chassis Project | 1,250,000,000.00 | 427,307,484.97 | 427,307,484.97 | 34.18 | Under construction | Self-funded or raised |
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
| Wuhan Tuopu Project | 489,259.22 | 67,924.53 | 489,259.22 | 67,924.53 | Under construction | Self-funded | ||||||
| Ningbo Qianhui Project | 1,137,867.18 | 1,137,867.18 | Under construction | Self-funded | ||||||||
| Chongqing Tuopu Project | 375,000.00 | 375,000.00 | Under construction | Self-funded | ||||||||
| Ushone Electronic Chassis Project | 4,237,442.87 | 4,237,442.87 | Under construction | Self-funded | ||||||||
| Tuopu Poland Project | 150,000,000.00 | 33,701,866.37 | 106,232,794.69 | 139,934,661.06 | 93.29 | Under construction | Self-funded | |||||
| Chongqing Chassis Project | 150,000,000.00 | 32,549,117.36 | 32,549,117.36 | 21.70 | Under construction | Self-funded | ||||||
| Tuopu Photovoltaic Technology (Beilun) Project | 75,000,000.00 | 6,489,718.13 | 35,076,503.65 | 30,928,566.01 | 10,637,655.77 | 55.42 | Under construction | Self-funded |
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
| Tuopu Photovoltaic Technology (Hangzhou Bay) Project | 230,000,000.00 | 18,914,514.91 | 40,800,701.78 | 57,268,310.79 | 2,446,905.90 | 25.96 | Under construction | Self-funded | ||||
| Tuopu Photovoltaic Technology (Pinghu) project | 10,000,000.00 | 2,032,852.20 | 7,809,563.65 | 9,842,415.85 | 98.42 | As built | Self-funded | |||||
| Other sporadic construction projects | 380,925.95 | 17,709.59 | 104,256.64 | 294,378.90 | Under construction | Self-funded | ||||||
| Total | 3,465,000,000.00 | 1,990,647,471.76 | 4,696,020,684.80 | 3,058,213,621.64 | 74,621,347.01 | 3,553,833,187.91 | / | / | / | / |
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
(3). Provision for impairment of construction in progress in the current period
□Applicable √Non-applicable
Other Notes
□Applicable √Non-applicable
Construction materials and supplies
(4). Particulars of construction materials and supplies
□Applicable √Non-applicable
23. Productive biological assets
(1). Productive biological assets measured at cost
□Applicable √Non-applicable
(2). Productive biological assets measured at fair value
□Applicable √Non-applicable
Other Notes
□Applicable √Non-applicable
24. Oil and gas assets
□Applicable √Non-applicable
25. Right-of-use assets
√Applicable □Non-applicable
Unit： Yuan Currency： RMB
| Item | Houses and buildings | Total |
| I . Original book value | ||
| 1. Balance at the beginning of the period | 72,671,362.53 | 72,671,362.53 |
| 2. Increased in the Current Period | 56,073,469.30 | 56,073,469.30 |
| (1)New leases | 56,073,469.30 | 56,073,469.30 |
| 3.Decreased in the Current Period | 10,906,237.35 | 10,906,237.35 |
| (1)Disposal | 10,906,237.35 | 10,906,237.35 |
| 4. Balance at the end of the period | 117,838,594.48 | 117,838,594.48 |
| II. Accumulated amortization | ||
| 1. Balance at the beginning of the period | 13,882,969.37 | 13,882,969.37 |
| 2. Increased in the Current Period | 25,778,438.79 | 25,778,438.79 |
| (1) Accrual | 25,778,438.79 | 25,778,438.79 |
| 3.Decreased in the Current Period | 10,906,237.35 | 10,906,237.35 |
| (1) Disposal | 10,906,237.35 | 10,906,237.35 |
| 4. Balance at the end of the period | 28,755,170.81 | 28,755,170.81 |
| III. Provision for Impairment | ||
| 1. Balance at the beginning of the period | ||
| 2. Increased in the Current Period | ||
| (1) Accrual |
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
| 3.Decreased in the Current Period | ||
| (1) Disposal | ||
| 4. Balance at the end of the period | ||
| IV. Book value | ||
| 1.Book value at the end of the period | 89,083,423.67 | 89,083,423.67 |
| 2.Book value at the beginning of the period | 58,788,393.16 | 58,788,393.16 |
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
26. Intangible assets
(1). Particulars of intangible assets
√Applicable □Non-applicable
Unit： Yuan Currency： RMB
| Item | Land use rights | Patent rights | Non-patented technologies | Softwares | Emission rights | Total |
| I . Original book value | ||||||
| 1. Opening Balance | 899,271,722.10 | 73,310,795.38 | 1,548,222.50 | 974,130,739.98 | ||
| 2. Increased in the Current Period | 354,813,466.65 | 50,675,073.10 | 405,488,539.75 | |||
| (1) Purchase | 354,813,466.65 | 49,586,554.61 | 404,400,021.26 | |||
| (2) Internal research and development | ||||||
| (3) Acquisition | 1,088,518.49 | 1,088,518.49 | ||||
| 3.Decreased in the Current Period | ||||||
| (1) Disposal | ||||||
| 4. Balance at the end of the period | 1,254,085,188.75 | 123,985,868.48 | 1,548,222.50 | 1,379,619,279.73 | ||
| II. Accumulated amortization | ||||||
| 1. Balance at the beginning of the period | 83,080,009.57 | 34,902,110.30 | 1,043,546.88 | 119,025,666.75 | ||
| 2. Increased in the Current Period | 21,154,530.48 | 11,405,853.41 | 309,644.50 | 32,870,028.39 | ||
| (1) Accrual | 21,154,530.48 | 10,398,391.23 | 309,644.50 | 31,862,566.21 | ||
| (2) Increase due to business combination | 1,007,462.18 | 1,007,462.18 | ||||
| 3. Decreased in the Current Period | ||||||
| (1) Disposal | ||||||
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
| 4. Balance at the end of the period | 104,234,540.05 | 46,307,963.71 | 1,353,191.38 | 151,895,695.14 | ||
| III. Provision for Impairment | ||||||
| 1. Balance at the beginning of the period | ||||||
| 2. Increased in the Current Period | ||||||
| (1) Accrual | ||||||
| 3. Decreased in the Current Period | ||||||
| (1) Disposal | ||||||
| 4. Balance at the end of the period | ||||||
| IV. Book value | ||||||
| 1.Book value at the end of the period | 1,149,850,648.70 | 77,677,904.77 | 195,031.12 | 1,227,723,584.59 | ||
| 2.Book value at the beginning of the period | 816,191,712.53 | 38,408,685.08 | 504,675.62 | 855,105,073.23 | ||
Intangible assets formed through the R&D activities within the company at the end of the period as a percentage in the balance of intangible assets
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
(2). Particulars of land use rights without property right certificate granted
□Applicable √Non-applicable
Other Notes:
□Applicable √Non-applicable
27. Development expenditure
□Applicable √Non-applicable
28. Goodwill
(1) Original book value of goodwill
√Applicable □Non-applicable
Unit：Yuan Currency：RMB
| Name of invested entity or matter forming goodwill | Balance at the beginning of the period | Increased in the current period | Decreased in the current period | Balance at the end of the period | ||
| Generated from business combination | Other | Disposal | Other | |||
| Tuopu North American USA Limited,INC | 1,080,371.29 | 1,080,371.29 | ||||
| Ningbo Qianhui | 6,058,537.77 | 6,058,537.77 | ||||
| Goodwill formed by the acquisition of chassis business from Zhejiang Towin and Sichuan Maigao | 279,645,980.89 | 279,645,980.89 | ||||
| Chongqing Tuopu | 565,010.88 | 565,010.88 | ||||
| Total | 286,784,889.95 | 565,010.88 | 287,349,900.83 | |||
(2) Provision of impairment in goodwill
√Applicable □Non-applicable
Unit：Yuan Currency：RMB
| Name of invested entity or matter forming goodwill | Balance at the beginning of the period | Increased in the current period | Decreased in the current period | Balance at the end of the period | ||
| Accrual | Other | Disposal | Other | |||
| Goodwill formed by the acquisition of chassis business from Zhejiang Towin and Sichuan Maigao | 78,108,305.34 | 78,108,305.34 | ||||
| Total | 78,108,305.34 | 78,108,305.34 | ||||
（3）Information about the asset group or combination of asset groups where the goodwill is a part
√Applicable □Non-applicable
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
For the goodwill impairment test concerning Zhejiang Towin and Sichuan Maigao, the chassisbusiness comprising Zhejiang Towin and Sichuan Maigao, and Tuopu Parts that ultimately carries outthe sales of the chassis business are deemed as asset groups for impairment testing. The main cashinflows are independent of cash inflows from other assets or asset groups.
(4) Account for the process of impairment testing of goodwill, key parameters (for example, theforecast period growth rate, stable period growth rate, profit rate, discount rate, forecast period,etc., if applicable) and business Recognition method of reputation impairment loss
√Applicable □Non-applicable
(1) Impairment test of goodwill formed by the acquisition of chassis business of Zhejiang Towinand Sichuan MaigaoThe recoverable amount of goodwill is calculated at the present value of the expected future cash flow.The expected cash flow is based on the cash flow forecast approved by the Company for a period of fiveyears(the period from 2023 to 2027 and the stable period after 2027), and estimated from sales revenuegrowth rate, gross profit and other key data determined based on the historical experience and marketdevelopment forecast. The discount rate applicable to the Company is a pre-tax interest rate that reflectsthe time value of currency in the current market and the particular risks of related asset group.
（5）Impact of goodwill impairment test
√Applicable □Non-applicable
After testing, the recoverable amount of the asset group containing goodwill formed by the acquisitionof chassis business of Zhejiang Towin and Sichuan Maigao exceeds the book value of the asset groupcontaining goodwill. Referring to the result of impairment test, no provision for goodwill impairment isrequired at the end of the period.
Other Notes
□Applicable √Non-applicable
29. Long-term prepaid expenses
√Applicable □Non-applicable
Unit：Yuan Currency：RMB
| Item | Balance at the beginning of the period | Increased in the current period | Prepaid Expenses in This Period | Other Amounts Decreased | Balance at the End of the Period |
| Decoration cost et al. | 35,764,795.79 | 48,144,468.99 | 15,749,208.75 | 3,675,968.02 | 64,484,088.01 |
| Others | 59,253,838.42 | 76,437,318.69 | 38,067,762.04 | 4,533,800.47 | 93,089,594.60 |
| Total | 95,018,634.21 | 124,581,787.68 | 53,816,970.79 | 8,209,768.49 | 157,573,682.61 |
30. Deferred income tax assets/deferred income tax liabilities
(1). Deferred income tax assets not written off
√Applicable □Non-applicable
Unit：Yuan Currency：RMB
| Item | Balance at the end of the period | Balance at the beginning of the period | ||
| Taxable temporary difference | Deferred Income Tax Liabilities | Taxable temporary difference | Deferred Income Tax Liabilities | |
| Provision for | 339,360,231.93 | 77,287,878.06 | 248,511,325.60 | 56,418,547.35 |
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
| impairment of assets | ||||
| Unrealized profits from internal transactions | 194,893,974.99 | 49,508,868.97 | 138,020,992.35 | 33,806,756.49 |
| Deductible loss | ||||
| Deferred income | 367,153,765.44 | 64,717,907.95 | 269,329,507.52 | 44,837,700.02 |
| Transactional financial assets | 300,451.88 | 45,067.78 | 252,506.50 | 37,875.98 |
| Total | 901,708,424.24 | 191,559,722.76 | 656,114,331.97 | 135,100,879.84 |
(2). Deferred income tax liabilities not written-off
√Applicable □Non-applicable
Unit：Yuan Currency：RMB
| Item | Balance at the end of the period | Balance at the beginning of the period | ||
| Taxable temporary difference | Deferred Income Tax Liabilities | Taxable temporary difference | Deferred Income Tax Liabilities | |
| Assessed appreciation of assets from business combination of the companies not under the same control | 40,130,786.36 | 10,032,696.59 | 43,446,040.40 | 10,861,510.10 |
| Changes in the fair value of other equity instrument investments | ||||
| Changes in the fair value of other debt investments | ||||
| Accelerated depreciation of fixed assets | 554,388,471.47 | 83,158,270.72 | 432,587,743.52 | 64,888,161.53 |
| Temporary differences in convertible bonds | 131,560,999.24 | 19,734,149.89 | ||
| Total | 726,080,257.07 | 112,925,117.20 | 476,033,783.92 | 75,749,671.63 |
(3) Deferred Income Tax Assets or Liabilities Listed by Net Amount after Offset
□Applicable √Non-applicable
(4).Particulars of unrecognized deferred income tax asset
□Applicable √Non-applicable
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
(5). The deductible losses of unrecognized deferred income tax assets will expire in the followingyears
□Applicable √Non-applicable
Other Notes:
□Applicable √Non-applicable
31.Other non-current assets
√Applicable □Non-applicable
Unit：Yuan Currency：RMB
| Item | Balance at the end of the period | Balance at the beginning of the period | ||||
| Book balance | Provision for decline in value | Book value | Book balance | Provision for decline in value | Book Value | |
| Contract acquisition cost | ||||||
| Contract performance cost | ||||||
| Return cost receivable | ||||||
| Contract assets | ||||||
| Prepayments or construction equipment | 61,590,000.00 | 61,590,000.00 | ||||
| Contract acquisition cost | 692,488,748.57 | 692,488,748.57 | 558,231,000.78 | 558,231,000.78 | ||
| Total | 754,078,748.57 | 754,078,748.57 | 558,231,000.78 | 558,231,000.78 | ||
32.Short-term loans
(1). Categories of short-term loan
√Applicable □Non-applicable
Unit：Yuan Currency：RMB
| Item | Balance at the end of the period | Balance at the beginning of the period |
| Pledge loan | ||
| Mortgage loan | 700,000,000.00 | |
| Guaranteed loan | ||
| Credit loan | 1,131,827,400.00 | 513,684,440.00 |
| Unmatured interest | 709,357.84 | 906,666.66 |
| Total | 1,132,536,757.84 | 1,214,591,106.66 |
(2). Short-term loans that have been late for repayment
□Applicable √Non-applicable
Significant short-term loans that have been late for repayment:
□Applicable √Non-applicable
Other Notes
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
□Applicable √Non-applicable
33.Transactional financial liabilities
□Applicable √Non-applicable
34.Derivative financial liabilities
□Applicable √Non-applicable
35. Notes payable
(1).Presentation of notes payable
√Applicable □Non-applicable
√适用 □不适用
Unit： Yuan Currency： RMB
| Category | Balance at the end of the period | Balance at the beginning of the period |
| Commercial acceptance bill | ||
| Bank acceptance bill | 2,986,683,115.16 | 2,333,423,633.37 |
| Total | 2,986,683,115.16 | 2,333,423,633.37 |
At the end of the current period, total amount of notes payable that have not yet been paid is 0 Yuan.
36.Accounts payable
(1). Presentation of accounts payable
√Applicable □Non-applicable
Unit：Yuan Currency：RMB
| Item | Balance at the end of the period | Balance at the beginning of the period |
| Within 1 year (including 1 year) | 4,740,966,651.23 | 3,189,803,122.51 |
| 1-2 years (including 2 years) | 70,949,315.73 | 25,672,355.16 |
| 2-3 years (including 3 years) | 6,775,739.34 | 5,382,102.73 |
| Over 3 years | 9,544,712.11 | 4,896,484.10 |
| Total | 4,828,236,418.41 | 3,225,754,064.50 |
(2). Important accounts payable aged over 1 year
□Applicable √Non-applicable
Other Notes
□Applicable √Non-applicable
37.Advance receipts
(1). Presentation of advance receipts
□Applicable √Non-applicable
(2). Important accounts payable aged over 1 year
□Applicable √Non-applicable
Other Notes
□Applicable √Non-applicable
38. Contract liabilities
(1). Particulars of contract liabilities
√Applicable □Non-applicable
Unit：Yuan Currency：RMB
| Item | Balance at the end of the period | Balance at the beginning of the |
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
| period | ||
| Within 1 year (including 1 year) | 12,611,863.68 | 14,378,979.25 |
| 1-2 years (including 2 years) | 2,297,107.82 | 565,925.37 |
| 2-3 years (including 3 years) | 371,856.86 | 3,937,527.97 |
| Over 3 years | 6,772,283.71 | 3,693,130.69 |
| Total | 22,053,112.07 | 22,575,563.28 |
(2). The amount and reason for significant change in the book value during the reporting period
□Applicable √Non-applicable
Other Notes:
□Applicable √Non-applicable
39.Payroll payable
(1). Presentation of payroll payable
√Applicable □Non-applicable
Unit：Yuan Currency：RMB
| Item | Balance at the Beginning of the Period | Increased in the current period | Decreased in the current period | Balance at the End of the Period |
| I . Short-term remuneration | 193,107,565.98 | 1,969,179,416.34 | 1,894,532,705.67 | 267,754,276.65 |
| II. Demission benefits - defined contribution scheme | 659,318.53 | 105,108,788.58 | 104,823,419.99 | 944,687.12 |
| III. Dismissal benefits | ||||
| IV. Other benefits due within 1 year | ||||
| Total | 193,766,884.51 | 2,074,288,204.92 | 1,999,356,125.66 | 268,698,963.77 |
(2) . Presentation of short-term remuneration
√Applicable □Non-applicable
Unit：Yuan Currency：RMB
| Item | Balance at the Beginning of the Period | Increased in the current period | Decreased in the current period | Balance at the End of the Period |
| 1. Wages or salaries, bonuses, allowances and subsidies | 191,900,064.73 | 1,709,166,348.78 | 1,636,262,540.25 | 264,803,873.26 |
| 2. Staff welfare | 113,649.12 | 141,145,854.59 | 141,241,406.70 | 18,097.01 |
| 3. Social insurance contributions | 429,025.43 | 49,135,769.81 | 48,984,706.93 | 580,088.31 |
| Including: medical insurance premium | 362,987.62 | 44,656,714.48 | 44,530,405.03 | 489,297.07 |
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
| Work injury insurance premium | 49,452.34 | 4,155,787.57 | 4,155,631.07 | 49,608.84 |
| Birth insurance premium | 16,585.47 | 323,267.76 | 298,670.83 | 41,182.40 |
| 4. Housing funds | 148,477.80 | 56,729,772.48 | 56,509,931.28 | 368,319.00 |
| 5. Labor union and education funds | 516,348.90 | 13,001,670.68 | 11,534,120.51 | 1,983,899.07 |
| 6. Short-term paid absences | ||||
| 7. Short-term profit sharing plan | ||||
| Total | 193,107,565.98 | 1,969,179,416.34 | 1,894,532,705.67 | 267,754,276.65 |
(3). Presentation of defined contribution plan
√Applicable □Non-applicable
Unit： Yuan Currency： RMB
| Item | Balance at the beginning of the period | Increased in the current period | Decreased in the current period | Balance at the end of the period |
| 1. Basic pension insurance premium | 625,420.88 | 100,876,752.96 | 100,585,796.96 | 916,376.88 |
| 2. Unemployment insurance premium | 33,897.65 | 4,232,035.62 | 4,237,623.03 | 28,310.24 |
| 3. Corporate annuity payment | ||||
| Total | 659,318.53 | 105,108,788.58 | 104,823,419.99 | 944,687.12 |
Other Notes
□Applicable √Non-applicable
40.Taxes payable
√Applicable □Non-applicable
Unit： Yuan Currency： RMB
| Item | Balance at the end of the period | Balance at the beginning of the period |
| VAT | 25,962,529.83 | 59,457,554.67 |
| Consumption tax | ||
| Business tax | ||
| Enterprise Income Tax | 88,955,249.29 | 47,368,757.82 |
| Individual income tax | 3,141,041.76 | 1,681,521.35 |
| Urban Maintenance and Construction Tax | 1,742,456.18 | 2,279,742.18 |
| Property tax | 23,160,515.09 | 18,831,478.02 |
| Education surcharges | 760,938.23 | 1,001,931.95 |
| Local education surcharges | 526,879.13 | 667,098.49 |
| Land use tax | 15,948,536.03 | 14,114,234.70 |
| Environmental protection tax | 1,103.54 | 629.00 |
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
| Disabled security fund | 3,657,058.18 | 1,666,524.94 |
| Special funds for water conservancy construction | 37,410.48 | 30,880.13 |
| Stamp duty | 6,333,004.12 | 1,002,092.56 |
| Total | 170,226,721.86 | 148,102,445.81 |
41.Other payables
Presentation of items
√Applicable □Non-applicable
Unit： Yuan Currency： RMB
| Item | Balance at the end of the period | Balance at the beginning of the period |
| Interest Payable | 2,342,465.75 | |
| Dividends Payable | ||
| Other payables | 20,387,402.13 | 15,363,015.51 |
| Total | 22,729,867.88 | 15,363,015.51 |
Other Notes:
□Applicable √Non-applicable
Interest Payable
(1). Presentation by category
√Applicable □Non-applicable
Unit： Yuan Currency： RMB
| Item | Balance at the end of the period | Balance at the beginning of the period |
| Interest on long-term loans with interest paid in installments | ||
| Corporate bond interest | 2,342,465.75 | |
| Interest payable on short-term loans | ||
| Interest on preferred stock/perpetual bond classified as financial liabilities | ||
| Total | 2,342,465.75 |
Significant information about overdue but unpaid interest:
□Applicable √Non-applicable
Other Notes:
□Applicable √Non-applicable
Dividends payable
(2). Presentation by category
□Applicable √Non-applicable
Other payables
(1) Other payables presented by nature of funds
√Applicable □Non-applicable
Unit： Yuan Currency： RMB
| Item | Balance at the end of the period | Balance at the beginning of the period |
| Security deposits | 10,412,715.65 | 6,556,518.94 |
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
| Others | 9,974,686.48 | 8,806,496.57 |
| Total | 20,387,402.13 | 15,363,015.51 |
(2). Significant other payables aged over 1 year
□Applicable √Non-applicable
Other Notes:
□Applicable √Non-applicable
42. Held-for-sale liabilities
□Applicable √Non-applicable
43. Non-current liabilities due within 1 year
√Applicable □Non-applicable
Unit： Yuan Currency： RMB
| Item | Balance at the end of the period | Balance at the beginning of the period |
| Long-term loans due within 1 year | ||
| Bonds payable due within 1 year | ||
| Long-term payables due within 1 year | ||
| Lease liabilities due within 1 year | 23,450,209.53 | 19,018,076.84 |
| Total | 23,450,209.53 | 19,018,076.84 |
44. Other current liabilities
Particulars of other current liabilities
√Applicable □Non-applicable
Unit： Yuan Currency： RMB
| Item | Balance at the end of the period | Balance at the beginning of the period |
| Short-term bonds payable | ||
| Return payment payable | ||
| Prepaid and deferred output tax | 1,637,162.58 | 1,498,582.75 |
| Borrowings from financial leasing company | 164,399,011.59 | 192,409,691.31 |
| Total | 166,036,174.17 | 193,908,274.06 |
Changes in short-term bonds payable:
□Applicable √Non-applicable
Other Notes:
□Applicable √Non-applicable
45. Long-term loans
(1). Category of long-term loans
√Applicable □Non-applicable
Unit： Yuan Currency： RMB
| Item | Balance at the end of the period | Balance at the beginning of the period |
| Pledge loans |
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
| Mortgage loans | 2,485,000,000.00 | 310,000,000.00 |
| Guaranteed loans | ||
| Credit loans | 340,000,000.00 | |
| Total | 2,825,000,000.00 | 310,000,000.00 |
Other notes, including interest rate range:
□Applicable √Non-applicable
46.Bonds payable
(1). Bonds payable
√Applicable □Non-applicable
Unit： Yuan Currency： RMB
| Item | Balance at the end of the period | Balance at the beginning of the period |
| Convertible corporate bonds | 2,357,411,642.30 | |
| Total | 2,357,411,642.30 |
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
(2). Changes in bonds payable: (excluding preferred stocks, perpetual bonds and other financial instruments classified as financial liabilities)
√Applicable □Non-applicable
Unit： Yuan Currency： RMB
| Bond name | Face value | Issue date | Maturity term | Issue value | Opening balance | Issue in current period | Accrual of interest on face value | Amortization of premium and discount | Repayment in current period | Closing balance |
| Tuopu Bond | 100.00 | 2022/7/14 | 6 Years | 2,500,000,000.00 | 2,320,485,308.24 | 2,342,465.75 | -39,268,799.81 | 2,357,411,642.30 | ||
| Total | / | / | / | 2,500,000,000.00 | 2,320,485,308.24 | 2,342,465.75 | -39,268,799.81 | 2,357,411,642.30 |
Note to bonds payable: Matters related to this public issuance of convertible corporate bonds were approved by the Company at the 14th meeting of the fourthsession of the Board of Directors held on 18 November 2021, and at the second extraordinary meeting of 2021 held on 6 December 2021. On 29 April 2022, theCompany received the "Official Reply on Approving the Public Issuance of Convertible Corporate Bonds by Ningbo Tuopu Group Co., Ltd." (Zheng Jian Ke Ke[2022] No. 830) issued by the China Securities Regulatory Commission. The company is approved to publicly issue convertible corporate bonds at a face value ofRMB 2.5 billion, with a maturity term of 6 years.
(3). Conversion conditions and time of convertible corporate bonds
√Applicable □Non-applicable
Under the provisions of the "Offering Letter of Tuopu Group’s Public Issuance of Convertible Corporate Bonds ", the conversion price is RMB 71.38 per share,and "Tuopu Bond" began to convert shares on 20 January 2023.
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
(4). Notes to other financial instruments classified as financial liabilities
General particulars of other financial instruments such as preferred stocks and perpetual bonds issued atthe end of the period
□Applicable √Non-applicable
Changes in financial instruments such as preferred stocks and perpetual bonds issued at the end of theperiod
□Applicable √Non-applicable
Notes to the basis for classification of other financial instruments as financial liabilities:
□Applicable √Non-applicable
Other Notes:
□Applicable √Non-applicable
47.Lease liabilities
√Applicable □Non-applicable
Unit： Yuan Currency： RMB
| Item | Balance at the end of the period | Balance at the beginning of the period |
| Lease liabilities | 90,535,026.04 | 59,703,191.10 |
| Less: Lease liabilities due within one year | -23,450,209.53 | -19,018,076.84 |
| Total | 67,084,816.51 | 40,685,114.26 |
48. Long-term payables
Presentation of items
□Applicable √Non-applicable
Other Notes:
□Applicable √Non-applicable
Long-term payables
(1). Long-term payables presented by the nature of payments
□Applicable √Non-applicable
Special payables
(2). Special payables presented by the nature of payments
□Applicable √Non-applicable
49. Long-term payroll payable
□Applicable √Non-applicable
50. Estimated liabilities
□Applicable √Non-applicable
51. Deferred income
Deferred income
√Applicable □Non-applicable
Unit： Yuan Currency： RMB
| Item | Balance at the beginning of the period | Increased in the period | Decreased in the period | Balance at the end of the period | Reason |
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
| Government grants | 269,329,507.52 | 126,930,079.00 | 29,105,821.08 | 367,153,765.44 | |
| Total | 269,329,507.52 | 126,930,079.00 | 29,105,821.08 | 367,153,765.44 | / |
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
Items related to government grants:
√Applicable □Non-applicable
Unit： Yuan Currency： RMB
| Item | Balance at the beginning of the period | Additional grants increased in the period | Amount included in non-operating income in the period | Amount included in other income in this period | Other changes | Balance at the end of the period | Assets-related/income-related |
| Automobile composite fiber production project | 341,666.71 | 99,999.96 | 241,666.75 | Assets-related | |||
| Production and application technology transformation project of lightweight materials for vehicles | 3,500,000.00 | 875,000.00 | 2,625,000.00 | Assets-related | |||
| Technological transformation project of high-performance Vibration Control system | 1,551,420.00 | 4,186,900.00 | 456,926.52 | 5,281,393.48 | Assets-related | ||
| Production line transformation project of high-performance Vibration Control system for cars | 2,204,952.00 | 551,238.00 | 1,653,714.00 | Assets-related | |||
| Digital workshop project with an annual capacity of 120,000 sets of intelligent brake systems | 3,647,606.90 | 405,289.68 | 3,242,317.22 | Assets-related | |||
| Machine substitution for human project with an annual capacity of 700,000 sets of Vibration Control products | 1,770,000.00 | 472,000.00 | 1,298,000.00 | Assets-related | |||
| Technological transformation project of high-performance Vibration Control system for automobiles | 6,238,827.64 | 891,261.09 | 5,347,566.55 | Assets-related | |||
| Technological Transformation Project of Automobile Interior and Exterior Trim Parts | 6,062,299.64 | 815,466.48 | 5,246,833.16 | Assets-related |
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
| Technological Transformation Project of Automobile Lightweight Parts Production Line | 6,406,795.12 | 915,256.45 | 5,491,538.67 | Assets-related | |||
| Technological Improvement Project for Automobile Lightweight Chassis Components | 10,278,279.33 | 1,081,924.08 | 9,196,355.25 | Assets-related | |||
| Technological transformation project of automobile lightweight chassis system production line | 973,459.48 | 108,162.12 | 865,297.36 | Assets-related | |||
| Technological Transformation Project of Automobile Lightweight Control Arms | 6,127,625.93 | 875,375.13 | 5,252,250.80 | Assets-related | |||
| Technological transformation project of lightweight auto parts | 1,687,608.00 | 4,250,300.00 | 624,458.73 | 5,313,449.27 | Assets-related | ||
| Tuopu Intelligent Automotive Electronics Industrial Park Project | 24,134,523.85 | 1,385,714.25 | 22,748,809.60 | Assets-related | |||
| Auto parts production and industrial automation projects | 75,666,861.65 | 4,500,000.00 | 71,166,861.65 | Assets-related | |||
| Technological transformation project for the production line of automotive lightweight alloy parts with an annual capacity of 300,000 sets | 7,790,289.83 | 1,000,000.20 | 6,790,289.63 | Assets-related | |||
| Technological Transformation Project of Automobile High-Performance Vibration Control System | 5,061,935.40 | 573,207.60 | 4,488,727.80 | Assets-related | |||
| Land leveling subsidies | 7,623,599.06 | 155,197.84 | 7,468,401.22 | Assets-related | |||
| Technological Transformation Project of Automobile High-Performance Vibration Control System with an annual capacity of 2 million sets | 6,229,166.66 | 650,000.02 | 5,579,166.64 | Assets-related | |||
| Technological transformation project of NVH interior trim parts | 2,768,720.80 | 288,910.02 | 2,479,810.78 | Assets-related |
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
| Technological transformation project of automobile lightweight parts | 6,229,166.67 | 650,000.02 | 5,579,166.65 | Assets-related | |||
| Technological transformation project of automobile lightweight parts with an annual capacity of 3 million sets | 6,229,166.67 | 650,000.02 | 5,579,166.65 | Assets-related | |||
| Technological transformation project of NEV front and rear axle assembly | 19,666,666.67 | 2,000,000.04 | 17,666,666.63 | Assets-related | |||
| Pinghu Tuopu Auto Parts Production Project | 11,937,750.00 | 795,850.00 | 11,141,900.00 | Assets-related | |||
| Relocation project of interior trim parts with an annual capacity of 300,000 sets | 663,562.78 | 110,593.80 | 552,968.98 | Assets-related | |||
| Technological transformation project of lightweight suspension system with an annual capacity of 350,000 sets | 5,188,000.00 | 5,188,000.00 | Assets-related | ||||
| Hunan Xiangtan Auto Parts Industry Base Project | 6,000,000.00 | 7,900,279.00 | 520,845.74 | 13,379,433.26 | Assets-related | ||
| Tuopu Chassis Auto Parts Industry Base Project | 7,932,203.40 | 8,000,000.00 | 204,378.51 | 15,727,824.89 | Assets-related | ||
| Production line project with an annual capacity of 300,000 sets of related auto parts | 574,743.94 | 86,798.28 | 487,945.66 | Assets-related | |||
| Automobile chassis parts project with an annual capacity of 500,000 sets | 4,404,458.55 | 103,229.50 | 4,301,229.05 | Assets-related | |||
| Production line project of passenger car chassis suspension related parts with an annual capacity of 500,000 sets | 2,050,910.56 | 326,052.96 | 1,724,857.60 | Assets-related | |||
| Technological transformation project of automobile suspension chassis production line with annual | 3,163,631.72 | 412,001.76 | 2,751,629.96 | Assets-related |
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
| capacity of 500,000 sets | |||||||
| Technological transformation project of automobile front and rear axle production line with annual capacity of 200,000 sets | 1,165,491.32 | 378,110.76 | 787,380.56 | Assets-related | |||
| Technological transformation project of automobile suspension chassis production line with annual capacity of 300,000 sets | 1,396,894.60 | 289,187.22 | 1,107,707.38 | Assets-related | |||
| Automobile Fabric Production Line Project | 3,153,777.27 | 533,032.78 | 2,620,744.49 | Assets-related | |||
| Intelligent factory construction project with an annual capacity of 2 million sets of automotive interior trim parts | 595,833.31 | 110,000.00 | 485,833.31 | Assets-related | |||
| Technological transformation project of car roof, carpet assembly and other interior trim parts with an annual capacity of 1.6 million sets | 825,000.00 | 165,000.00 | 660,000.00 | Assets-related | |||
| Auto Parts Production Project of Liudong New District | 1,278,232.56 | 84,279.07 | 1,193,953.49 | Assets-related | |||
| Auxiliary project outside the factory | 6,093,101.62 | 392,165.00 | 5,700,936.62 | Assets-related | |||
| Shenyang Tuopu Auto Parts Base Project | 715,277.88 | 520,833.49 | 194,444.39 | Assets-related | |||
| NEV thermal management system digital workshop project with an annual capacity of 250,000 sets | 20,000,000.00 | 1,538,461.53 | 18,461,538.47 | Assets-related | |||
| Technological transformation project of NEV chassis critical parts | 7,201,900.00 | 124,170.69 | 7,077,729.31 | Assets-related | |||
| Technological transformation project of automobile lightweight steering system | 19,904,000.00 | 1,492,800.03 | 18,411,199.97 | Assets-related | |||
| Technological transformation | 2,000,000.00 | 116,666.69 | 1,883,333.31 | Assets-related |
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
| project of district-level NEV front and rear axle assembly | |||||||
| Technological transformation project of district-level lightweight steering system | 2,000,000.00 | 116,666.69 | 1,883,333.31 | Assets-related | |||
| Subsidies for technological transformation of district-level automobile disc Vibration Control system | 2,000,000.00 | 116,666.69 | 1,883,333.31 | Assets-related | |||
| 2022 Technological Transformation Project of Automobile Chassis Vibration Control System | 9,500,000.00 | 158,333.34 | 9,341,666.66 | Assets-related | |||
| Technological transformation project of NEV battery bracket with an annual capacity of 200,000 sets | 5,600,000.00 | 5,600,000.00 | Assets-related | ||||
| Technological transformation project of production line of automobile lightweight chassis system with an annual capacity of 100,000 sets | 4,386,700.00 | 384,308.30 | 4,002,391.70 | Assets-related | |||
| Tuopu’s production base project of NEV lightweight chassis system and interior sound insulation system | 30,000,000.00 | 30,000,000.00 | Assets-related | ||||
| Total | 269,329,507.52 | 126,930,079.00 | 29,105,821.08 | 367,153,765.44 |
Other Notes:
□Applicable √Non-applicable
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
52. Other non-current liabilities
□Applicable √Non-applicable
53.Equity
√Applicable □Non-applicable
Unit： Yuan Currency： RMB
| Balance at the beginning of the period | Increased or decreased amount in this period (+/-) | Balance at the end of the period | |||||
| New issue | Bonus issue | Shares converted from capital reserves | Others | Subtotal | |||
| Total shares | 1,102,046,572.00 | 1,102,046,572.00 | |||||
54.Other equity instruments
(1). (1). Basic information of other financial instruments such as preferred stocks and perpetualbonds issued at the end of the period
√Applicable □Non-applicable
Unit：Yuan Currency：RMB
| Outstanding financial instruments | As at the end of last year | Increase in this period | Decrease in this period | As at the end of this period | ||||
| Quantity | Book value | Quantity | Book value | Quantity | Book value | Quantity | Book value | |
| Equity value of convertible bonds | 25,000,000.00 | 143,214,233.30 | 25,000,000.00 | 143,214,233.30 | ||||
| Total | 25,000,000.00 | 143,214,233.30 | 25,000,000.00 | 143,214,233.30 | ||||
(2). Changes in financial instruments such as preferred stocks and perpetual bonds issued at the end ofthe period □Applicable √Non-applicable Changes in other equity instruments during the currentperiod, the reason for the changes, and the basis for related accounting treatments:
√Applicable □Non-applicable
On 14 July 2022, the company issued 25 million convertible corporate bonds, netting ofsponsorship and underwriting fees and other issuance expenses, the equity shares of the convertiblecorporate bonds are valued at RMB 143,214,233.30.
Other Notes
□Applicable √Non-applicable
55.Capital reserve
√Applicable □Non-applicable
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
Unit： Yuan Currency： RMB
| Item | Balance at the beginning of the period | Increased in the period | Decreased in the period | Balance at the end of the period |
| Capital premium (equity premium) | 5,340,788,538.03 | 5,340,788,538.03 | ||
| Other capital reserves | 10,348.78 | 10,348.78 | ||
| Total | 5,340,798,886.81 | 5,340,798,886.81 |
56.Treasury stocks
□Applicable √Non-applicable
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
57.Other comprehensive income
√Applicable □Non-applicable
Unit： Yuan Currency： RMB
| Item | Balance at the beginning of the period | Amount incurred in the current period | Balance at the end of the period | |||||
| Amount incurred before income tax in the current period | Less: recorded into other comprehensive incomes in previous period and transferred to P/L in current period | Less: Recorded into other comprehensive incomes in previous period and transferred to retained income in current period | Less: Income Tax Expense | Attributable to the Company after tax | Attributable to the minority shareholders after tax | |||
| 1. Other comprehensive income that cannot be reclassified into profit and loss | ||||||||
| Including: re-measurement of changes in defined benefit plans | ||||||||
| Other comprehensive income that cannot be transferred to profit and loss under the equity method | ||||||||
| Changes in the fair value of other equity instrument investments | ||||||||
| Changes in fair value of the enterprise's own credit risk | ||||||||
| 2. Other comprehensive income that will be reclassified into profit and loss | -24,978,896.47 | 3,666,722.58 | 3,635,064.61 | 31,657.97 | -21,343,831.86 | |||
| Including: other comprehensive income that can be transferred to profit or loss under the equity | ||||||||
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
| method | ||||||||
| Changes in the fair value of other debt investments | ||||||||
| Amount of financial assets reclassified and included in other comprehensive income | ||||||||
| Provision for impairment of other debt investment | ||||||||
| Cash flow hedge reserves | ||||||||
| Translation difference of foreign currency financial statements | -24,978,896.47 | 3,666,722.58 | 3,635,064.61 | 31,657.97 | -21,343,831.86 | |||
| Total | -24,978,896.47 | 3,666,722.58 | 3,635,064.61 | 31,657.97 | -21,343,831.86 |
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
58.Special reserves
□Applicable √Non-applicable
59.Surplus reserve
√Applicable □Non-applicable
Unit： Yuan Currency：人 RMB
| Item | Balance at the beginning of the period | Increased in the current period | Decreased in the current period | Balance at the end of the period |
| Statutory surplus reserve | 543,809,467.58 | 87,675,439.36 | 631,484,906.94 | |
| Discretionary surplus reserve | ||||
| Reserve fund | ||||
| Business development fund | ||||
| Others | ||||
| Total | 543,809,467.58 | 87,675,439.36 | 631,484,906.94 |
Notes to the surplus reserve, including the changes in the current period and the reason for such changes:
The statutory surplus reserve at RMB 87,675,439.36 shall be withdrawn at 10% of the parentcompany's net profit in 2022.
60. Undistributed profit
√Applicable □Non-applicable
√适用 □不适用
Unit： Yuan Currency： RMB
| Item | Current period | Previous period |
| Undistributed Profit before Adjustment at the End of Previous Period | 3,627,091,164.15 | 2,868,429,319.48 |
| Adjust the total undistributed profits at the start of the period (increase +, decrease -) | ||
| Undistributed Profit after Adjustment at the Start of the Period | 3,627,091,164.15 | 2,868,429,319.48 |
| Add: net profit attributable to parent company's owner in current period | 1,700,131,795.33 | 1,017,253,691.77 |
| Less: withdrawal of statutory surplus reserve | 87,675,439.36 | 69,039,836.72 |
| Withdrawal of discretionary surplus reserve | ||
| Withdrawal of general risk reserve | ||
| Ordinary stock dividend payable | 306,368,947.02 | 189,552,010.38 |
| Ordinary stock dividends converted into equity | ||
| Undistributed profit at the end of the period | 4,933,178,573.10 | 3,627,091,164.15 |
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
Adjust the particulars of undistributed profit at the beginning of the period:
1. The impact of the retrospective adjustment of the "Accounting Standards for Business Enterprises"and updated regulations on undistributed profit at the beginning of the period is RMB 0.
2. The impact of changes in accounting policies on undistributed profit at the beginning of the period isRMB 0.
3. The impact of the correction of major accounting errors on undistributed profit at the beginning ofthe period is RMB 0.
4. The impact of change in the scope of business combination as a result of the same control onundistributed profit at the beginning of the period is RMB 0.
5. The gross impact of other adjustments on the undistributed profit at the beginning of the period isRMB 0.Other notes to undistributed profits:
According to the resolution passed at 2021 Annual General Meeting, the Company distributedRMB 2.78 per 10 shares (tax included) to all shareholders as cash dividends with total shares on therecord date for distribution plan as the base number, and total dividends at 306,368,947.02 weredistributed.
61. Operating income and operating cost
(1). Particulars of operating income and operating cost
√Applicable □Non-applicable
Unit： Yuan Currency： RMB
| Item | Amount incurred in the current period | Amount incurred in previous period | |||
| Income | Cost | Income | Cost | ||
| Main operation | 15,339,542,129.67 | 12,121,627,184.28 | 11,017,000,524.49 | 8,861,356,542.47 | |
| Other operations | 653,279,547.83 | 414,372,529.24 | 445,693,155.37 | 322,720,755.29 | |
| Total | 15,992,821,677.50 | 12,535,999,713.52 | 11,462,693,679.86 | 9,184,077,297.76 | |
(2). Particulars of the income generated from contract
□Applicable √Non-applicable
Notes to the income generated from contract:
□Applicable √Non-applicable
(3). Notes to discharge of obligation
□Applicable √Non-applicable
(4). Notes to allocation to remaining performance obligations
□Applicable √Non-applicable
62.Taxes and surcharges
√Applicable □Non-applicable
Unit： Yuan Currency： RMB
| Item | Amount incurred in the current period | Amount incurred in previous period |
| Consumption tax | ||
| Business tax | ||
| Urban Maintenance and Construction Tax | 19,335,713.64 | 14,577,493.66 |
| Education Surcharges | 8,436,734.19 | 6,455,753.70 |
| Local education surcharges | 5,644,006.80 | 4,303,835.79 |
| Resource tax |
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
| Property tax | 27,651,170.58 | 21,515,066.02 |
| Land use tax | 17,995,826.92 | 16,449,340.89 |
| Vehicle and vessel use tax | 24,550.17 | 12,364.20 |
| Stamp duty | 15,190,093.92 | 6,852,247.53 |
| Environmental protection tax | 8,906.26 | 5,438.02 |
| Other | 2,018.37 | 52,674.98 |
| Total | 94,289,020.85 | 70,224,214.79 |
63. Sales expense
√Applicable □Non-applicable
Unit： Yuan Currency： RMB
| Item | Amount incurred in the current period | Amount incurred in previous period |
| Service expense | 109,899,256.12 | 50,940,416.94 |
| Payroll | 44,657,755.33 | 38,437,400.69 |
| Business hospitality expense | 37,010,223.15 | 24,433,913.11 |
| Repair cost | 18,444,298.23 | 29,420,327.87 |
| Travel expense | 2,995,309.53 | 1,596,474.90 |
| Packaging fee | 220,060.23 | 4,271,537.36 |
| Vehicle cost | 2,361,808.37 | 1,954,686.43 |
| Exhibition fee | 77,449.04 | 152,003.55 |
| Others | 4,574,078.99 | 5,836,564.25 |
| Total | 220,240,238.99 | 157,043,325.10 |
64. Overhead expense
√Applicable □Non-applicable
Unit： Yuan Currency： RMB
| Item | Amount incurred in the current period | Amount incurred in previous period |
| Payroll | 262,599,790.51 | 171,416,024.47 |
| Depreciation expense | 36,837,913.40 | 30,407,710.34 |
| Business hospitality expense | 6,018,073.32 | 3,957,890.66 |
| Vehicle cost | 4,626,622.25 | 4,542,149.34 |
| Travel expenses | 3,518,859.88 | 1,947,584.16 |
| Amortization of intangible assets | 23,450,973.42 | 18,998,330.47 |
| Office expenses | 7,984,646.86 | 6,012,157.49 |
| Insurance premiums | 8,499,492.06 | 4,837,503.52 |
| Intermediary fee | 3,514,560.93 | 2,969,590.10 |
| Utility bills | 5,676,985.16 | 3,348,375.98 |
| Service charge | 24,108,615.53 | 18,238,900.61 |
| Rent | 1,939,293.38 | 841,545.66 |
| Others | 34,504,938.24 | 27,932,790.18 |
| Total | 423,280,764.94 | 295,450,552.98 |
65.R&D expenses
√Applicable □Non-applicable
Unit： Yuan Currency： RMB
| Item | Amount incurred in the current period | Amount incurred in previous period |
| Material expense | 245,683,306.81 | 162,342,968.61 |
| Payroll | 336,559,416.53 | 214,518,848.62 |
| Depreciation and amortization | 71,219,137.09 | 62,981,076.35 |
| Transportation and storage fee | 6,393,329.67 | 3,168,860.40 |
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
| Energy consumption fee | 42,712,061.81 | 22,188,941.44 |
| Travel expense | 8,486,077.87 | 4,221,736.13 |
| Trial production expense | 12,516,062.79 | 8,192,628.32 |
| Others | 27,149,195.52 | 24,878,396.51 |
| Total | 750,718,588.09 | 502,493,456.38 |
66. Financial expense
√Applicable □Non-applicable
Unit： Yuan Currency： RMB
| Item | Amount incurred in the current period | Amount incurred in previous period |
| Interest expense | 135,057,511.74 | 22,173,845.92 |
| Interest income | -35,832,053.75 | -23,748,186.60 |
| Gain and loss from exchange | -116,353,244.34 | 33,623,332.61 |
| Handling charge | 5,124,497.84 | 3,569,455.54 |
| Total | -12,003,288.51 | 35,618,447.47 |
67.Other income
√Applicable □Non-applicable
Unit： Yuan Currency： RMB
| Item | Amount incurred in the current period | Amount incurred in previous period |
| Government grants | 62,111,199.70 | 35,898,407.13 |
| Withholding personal income tax fees | 383,299.22 | 53,705.44 |
| Total | 62,494,498.92 | 35,952,112.57 |
Other Notes:
Government grants included in other income:
Unit： Yuan Currency： RMB
| Item | Amount in the current period | Amount in previous period | Assets-related/Income-related |
| Automobile composite fiber production project | 99,999.96 | 99,999.96 | Assets-related |
| Production and application technology transformation project of lightweight materials for vehicles | 875,000.00 | 875,000.00 | Assets-related |
| Technological transformation project of high-performance Vibration Control system | 456,926.52 | 172,380.00 | Assets-related |
| Production line transformation project of high-performance Vibration Control system for cars | 551,238.00 | 551,238.00 | Assets-related |
| Digital workshop project with an annual capacity of 120,000 sets of intelligent brake systems | 405,289.68 | 393,393.10 | Assets-related |
| Machine substitution for human project with an annual capacity of 700,000 sets of Vibration Control products | 472,000.00 | 472,000.00 | Assets-related |
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
| Technological transformation project of high-performance Vibration Control system for automobiles | 891,261.09 | 891,261.09 | Assets-related |
| Technological Transformation Project of Automobile Interior and Exterior Trim Parts | 815,466.48 | 815,466.48 | Assets-related |
| Technological Transformation Project of Automobile Lightweight Parts Production Line | 915,256.45 | 915,256.45 | Assets-related |
| Technological Improvement Project for Automobile Lightweight Chassis Components | 1,081,924.08 | 180,320.67 | Assets-related |
| Technological transformation project of automobile lightweight chassis system production line | 108,162.12 | 27,040.52 | Assets-related |
| Technological Transformation Project of Automobile Lightweight Control Arms | 875,375.13 | 875,375.13 | Assets-related |
| Technological transformation project of lightweight auto parts | 624,458.73 | 187,512.00 | Assets-related |
| Tuopu Intelligent Automotive Electronics Industrial Park Project | 1,385,714.25 | 1,385,714.25 | Assets-related |
| Auto parts production and industrial automation projects | 4,500,000.00 | 4,500,000.00 | Assets-related |
| Technological transformation project for the production line of automotive lightweight alloy parts with an annual capacity of 300,000 sets | 1,000,000.20 | 1,000,000.10 | Assets-related |
| Technological Transformation Project of Automobile High-Performance Vibration Control System | 573,207.60 | 559,226.26 | Assets-related |
| Land leveling subsidies | 155,197.84 | 105,516.94 | Assets-related |
| Technological Transformation Project of Automobile High-Performance Vibration Control System with an annual capacity of 2 million sets | 650,000.02 | 270,833.34 | Assets-related |
| Technological transformation project of NVH interior trim parts | 288,910.02 | 120,379.20 | Assets-related |
| Technological transformation project of automobile lightweight parts | 650,000.02 | 270,833.33 | Assets-related |
| Technological transformation project of automobile lightweight parts with an annual capacity of 3 million sets | 650,000.02 | 270,833.33 | Assets-related |
| Technological transformation project of NEV front and rear axle assembly | 2,000,000.04 | 333,333.33 | Assets-related |
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
| Pinghu Tuopu Auto Parts Production Project | 795,850.00 | 795,850.00 | Assets-related |
| Relocation project of interior trim parts with an annual capacity of 300,000 sets | 110,593.80 | 110,593.80 | Assets-related |
| Hunan Xiangtan Auto Parts Industry Base Project | 520,845.74 | Assets-related | |
| Tuopu Chassis Auto Parts Industry Base Project | 204,378.51 | 67,796.60 | Assets-related |
| Production line project with an annual capacity of 300,000 sets of related auto parts | 86,798.28 | 86,798.28 | Assets-related |
| Automobile chassis parts project with an annual capacity of 500,000 sets | 103,229.50 | 103,229.49 | Assets-related |
| Production line project of passenger car chassis suspension related parts with an annual capacity of 500,000 sets | 326,052.96 | 326,052.96 | Assets-related |
| Technological transformation project of automobile suspension chassis production line with annual capacity of 500,000 sets | 412,001.76 | 377,668.28 | Assets-related |
| Technological transformation project of automobile front and rear axle production line with annual capacity of 200,000 sets | 378,110.76 | 378,110.76 | Assets-related |
| Technological transformation project of automobile suspension chassis production line with annual capacity of 300,000 sets | 289,187.22 | 289,187.22 | Assets-related |
| Automobile Fabric Production Line Project | 533,032.78 | 533,032.78 | Assets-related |
| Intelligent factory construction project with an annual capacity of 2 million sets of automotive interior trim parts | 110,000.00 | 110,000.00 | Assets-related |
| Technological transformation project of car roof, carpet assembly and other interior trim parts with an annual capacity of 1.6 million sets | 165,000.00 | 165,000.00 | Assets-related |
| Auto Parts Production Project of Liudong New District | 84,279.07 | 84,279.07 | Assets-related |
| Auxiliary project outside the factory | 392,165.00 | 392,165.00 | Assets-related |
| Shenyang Tuopu Auto Parts Base Project | 520,833.49 | 583,333.32 | Assets-related |
| NEV thermal management system digital workshop project with an annual capacity of 250,000 sets | 1,538,461.53 | Assets-related | |
| Technological transformation project of NEV chassis critical parts | 124,170.69 | Assets-related | |
| Technological transformation | 1,492,800.03 | Assets-related |
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
| project of automobile lightweight steering system | |||
| Technological transformation project of district-level NEV front and rear axle assembly | 116,666.69 | Assets-related | |
| Technological transformation project of district-level lightweight steering system | 116,666.69 | Assets-related | |
| Subsidies for technological transformation of district-level automobile disc Vibration Control system | 116,666.69 | Assets-related | |
| 2022 Technological Transformation Project of Automobile Chassis Vibration Control System | 158,333.34 | Assets-related | |
| Technological transformation project of production line of automobile lightweight chassis system with an annual capacity of 100,000 sets | 384,308.30 | Assets-related | |
| Industrial Special Fund Subsidies | 3,120,000.00 | 708,000.00 | Income-related |
| Output value up to standard | 2,600,000.00 | Income-related | |
| Grants for science and technology projects | 280,400.00 | 490,500.00 | Income-related |
| Recruitment subsidy | 823,802.16 | 37,397.00 | Income-related |
| Receipt of further government grants of refinancing incentives | 1,000,000.00 | Income-related | |
| Stable employment subsidies | 3,079,711.93 | 673,175.94 | Income-related |
| Trademark brand grants | 18,000.00 | Income-related | |
| One-off subsidy for job offers | 307,000.00 | Income-related | |
| 2021 First-time Revenue Award | 1,000,000.00 | Income-related | |
| Enterprise cultivation incentives | 1,050,000.00 | 10,000.00 | Income-related |
| Grants for enterprise R&D investment | 4,558,900.00 | 632,502.00 | Income-related |
| Receipt of boiler subsidy | 14,500.00 | Income-related | |
| PCR testing fee subsidy for imported goods | 3,600.00 | Income-related | |
| Science and Technology Project Funding | 2,000,000.00 | 2,000,000.00 | Income-related |
| Tax credits | 9,301,675.80 | 6,164,774.00 | Income-related |
| 2022 cost reduction and burden relief by the Economic Development Bureau | 603,924.00 | Income-related | |
| Incentives for Industrial Production Increase and Capacity Boost | 950,000.00 | 1,370,000.00 | Income-related |
| High-quality Investment Project Award of the New District Industrial Economy "Rank List" | 650,000.00 | 100,000.00 | Income-related |
| Grants to boost business development | 190,204.00 | Income-related | |
| Technology incentives and subsidies | 403,000.00 | 303,000.00 | Income-related |
| Provincial Industrial Design Center | 285,000.00 | Income-related |
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
| Occupational Hygiene Subsidy | 2,000.00 | Income-related | |
| 2021 operation and maintenance subsidy for pollution source monitoring | 60,000.00 | Income-related | |
| Technology subsidy | 303,700.00 | 500,000.00 | Income-related |
| Government Economic Conference Award | 50,000.00 | Income-related | |
| Project construction fund granted from the Administration Committee of the Development Zone | 50,000.00 | Income-related | |
| Subsidy for safety production standard enterprise | 2,000.00 | 60,000.00 | Income-related |
| Receipt of reward for yield per mu | 200,000.00 | Income-related | |
| Subsidy for reopening and production resumption | 30,556.00 | Income-related | |
| Subsidy for the construction of electricity monitoring system for enterprise waste gas treatment facilities | 22,200.00 | Income-related | |
| Special subsidies for patents | 22,400.00 | Income-related | |
| Electricity subsidy | 45,204.73 | 1,066,871.59 | Income-related |
| Corporate funding subsidies | 9,728.48 | Income-related | |
| VAT exemption for veterans | 95,250.00 | Income-related | |
| Import discount subsidies | 816,312.00 | Income-related | |
| High-tech enterprise grants | 100,000.00 | Income-related | |
| “Made in Zhejiang” quality goods | 200,000.00 | Income-related | |
| Unemployment benefit | 59,150.00 | Income-related | |
| "Working instead of training" subsidy notice for unemployment insurance special account | 315,613.08 | Income-related | |
| Operation and maintenance subsidy for self-pollution control system | 60,000.00 | Income-related | |
| The seventh batch of special funds for the high-quality development of 2021 manufacturing industry government grants | 100,000.00 | Income-related | |
| Investment promotion incentives from the High-tech Zone | 277,722.00 | Income-related | |
| Incentive funds for clean production qualified enterprise | 50,000.00 | Income-related | |
| Total | 62,111,199.70 | 35,898,407.13 |
68. Investment income
√Applicable □Non-applicable
Unit： Yuan Currency： RMB
| Item | Amount incurred in the current period | Amount incurred in previous period |
| Long-term equity investment income calculated by the equity method | 28,254,053.75 | 17,901,771.79 |
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
| Investment income from disposal of long-term equity investments | ||
| Investment income of trading financial assets during the holding period | ||
| Dividend income from other equity instrument investments during the holding period | ||
| Interest income from debt investment during the holding period | ||
| Interest income from other debt investments during the holding period | ||
| Investment income from disposal of trading financial assets | ||
| Investment income from the disposal of other equity instrument investments | ||
| Investment income from disposal of debt investment | ||
| Investment income from the disposal of other debt investments | ||
| Income from debt restructuring | ||
| Investment income from financial management products | 10,877,828.03 | 17,563,635.87 |
| Total | 39,131,881.78 | 35,465,407.66 |
69. Net exposure hedging income
□Applicable √Non-applicable
70.Gains from changes in fair value
√Applicable □Non-applicable
Unit：Yuan Currency：RMB
| Sources of income from changes in fair value | Amount incurred in the current period | Amount incurred in previous period |
| Transactional financial assets | -552,958.38 | 252,506.50 |
| Including: income from changes in fair value generated by derivative financial instruments | ||
| Transactional financial liabilities | ||
| Investment real estate measured at fair value | ||
| Total | -552,958.38 | 252,506.50 |
71. Credit impairment loss
√Applicable □Non-applicable
Unit：Yuan Currency：RMB
| Item | Amount incurred in the current period | Amount incurred in previous period |
| Bad debt loss on accounts receivable | -321,131.09 | 1,870,836.33 |
| Bad debt loss on accounts receivable | 64,588,458.14 | 72,915,760.15 |
| Bad debt loss on other receivables | 7,335,634.26 | 1,137,034.47 |
| Impairment loss of debt investment | ||
| Impairment loss of other debt investment | ||
| Bad debt loss of long-term receivables |
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
| Impairment loss of contract assets | ||
| Impairment loss on receivables financing | -298,943.42 | |
| Total | 71,304,017.89 | 75,923,630.95 |
72. Asset impairment loss
√Applicable □Non-applicable
Unit：Yuan Currency：RMB
| Item | Amount incurred in the current period | Amount incurred in previous period |
| 1. Loss of bad debts | ||
| 2. Loss of inventory falling price and loss of contract performance cost impairment | 32,291,487.20 | 24,461,606.50 |
| 3. Long-term equity investment impairment losses | ||
| 4. Impairment loss of investment real estate | ||
| 5. Impairment loss of fixed assets | ||
| 6. Impairment loss of construction materials | ||
| 7. Impairment loss of construction in progress | ||
| 8. Impairment loss of productive biological assets | ||
| 9. Impairment losses of oil and gas assets | ||
| 10. Intangible assets impairment loss | ||
| 11. Goodwill impairment loss | 44,633,489.63 | |
| 12. Others | ||
| Total | 32,291,487.20 | 69,095,096.13 |
73. Income from disposal of assets
√Applicable □Non-applicable
Unit：Yuan Currency：RMB
| Item | Amount incurred in the current period | Amount incurred in previous period |
| Income from disposal of assets | -24,682.27 | 195,282.02 |
| Total | -24,682.27 | 195,282.02 |
74. Non-operating income
Particulars about non-operating income
√Applicable □Non-applicable
Unit：Yuan Currency：RMB
| Item | Amount incurred in the current period | Amount incurred in previous period | Amount included in the current non-recurring profit and loss |
| Total gains from disposal of | 749,282.01 | 473,734.86 | 749,282.01 |
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
| non-current assets | |||
| Including: gains from disposal of fixed assets | 749,282.01 | 473,734.86 | 749,282.01 |
| Gains from disposal of intangible assets | |||
| Gains from non-monetary asset exchange | |||
| Capital from donation | |||
| Government grants | |||
| Compensation income | 729,390.86 | 5,095,707.41 | 729,390.86 |
| Other | 4,701,351.31 | 2,485,841.49 | 4,701,351.31 |
| Total | 6,180,024.18 | 8,055,283.76 | 6,180,024.18 |
Government grants included in current profit and loss
□Applicable √Non-applicable
Other Notes:
□Applicable √Non-applicable
75.Non-operating expenses
√Applicable □Non-applicable
Unit： Yuan Currency： RMB
| Item | Amount incurred in the current period | Amount incurred in previous period | Amount included in the current non-recurring profit and loss |
| Total loss from disposal of non-current assets | 8,884,926.44 | 2,289,916.08 | 8,884,926.44 |
| Including: Loss on disposal of fixed assets | 8,884,926.44 | 2,289,916.08 | 8,884,926.44 |
| Loss on disposal of intangible assets | |||
| Loss from exchange of non-monetary assets | |||
| External donation | 51,000.00 | 52,000.00 | 51,000.00 |
| Special funds for water conservancy construction | 324,716.86 | 119,510.77 | |
| Loss from debt restructuring | 2,634,825.43 | ||
| Others | 14,757,494.23 | 1,318,948.13 | 14,757,494.23 |
| Total | 24,018,137.53 | 6,415,200.41 | 23,693,420.67 |
76. Income tax expense
(1). Schedule of income tax expense
√Applicable □Non-applicable
Unit： Yuan Currency： RMB
| Item | Amount incurred in the current period | Amount incurred in previous period |
| Income tax expense in the current period | 305,365,099.70 | 144,731,745.63 |
| Deferred income tax expense | -44,420,061.63 | -16,290,635.75 |
| Total | 260,945,038.07 | 128,441,109.88 |
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
(2). Adjustment process of accounting profit and income tax expense
√Applicable □Non-applicable
Unit： Yuan Currency： RMB
| Item | Amount incurred in the current period |
| Total profits | 1,959,911,761.23 |
| Income tax expense calculated at the statutory/applicable tax rate | 293,986,764.18 |
| Impact of different tax rates applied to subsidiaries | 36,416,691.14 |
| Adjusted impact of income tax in prior periods | -942,513.52 |
| Impact of non-taxable income | -4,238,108.06 |
| Impact of non-deductible costs, expenses and losses | 49,078,935.03 |
| Impact of using deductible losses of deferred income tax assets that have not been recognized in the previous period | -13,224,833.32 |
| Impact of deductible temporary differences or deductible losses on unrecognized deferred income tax assets in the current period | 20,047,893.34 |
| Changes in deferred tax assets/liabilities at the beginning of the period due to tax rate adjustments | -14,107.94 |
| Impact of additional tax deductions for enterprise research and development | -106,145,549.28 |
| Impact of equipment one-time deduction | -14,020,133.50 |
| Income tax expense | 260,945,038.07 |
Other Notes:
□Applicable √Non-applicable
77. Other Comprehensive Income
√Applicable □Non-applicable
Details are available in “Note VII. 57. Other comprehensive income”
78.Cash flow statement items
(1). Other cash received related to operating activities
√Applicable □Non-applicable
Unit： Yuan Currency： RMB
| Item | Amount incurred in the current period | Amount incurred in previous period |
| Receipt of temporary loans | 17,322,977.96 | 9,870,651.53 |
| Interest income | 35,832,053.75 | 23,748,186.60 |
| Government grants | 159,935,457.62 | 91,023,612.09 |
| Income from compensation and fines | 680,464.56 | 5,095,707.41 |
| Others | 5,291,280.11 | 2,472,596.93 |
| Total | 219,062,234.00 | 132,210,754.56 |
(2). Other cash paid related to operating activities
√Applicable □Non-applicable
Unit： Yuan Currency： RMB
| Item | Amount incurred in the current period | Amount incurred in previous period |
| Payment of temporary loans | 59,433,238.23 | 21,307,017.67 |
| Business hospitality expense | 43,400,088.07 | 28,639,513.45 |
| Repair cost | 19,609,483.12 | 31,860,199.53 |
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
| R&D spending | 341,281,543.93 | 221,890,701.22 |
| Travel expense | 14,930,153.21 | 7,765,795.19 |
| Insurance premium | 9,054,995.28 | 5,781,916.33 |
| Office expense | 11,128,840.34 | 8,636,977.49 |
| Vehicle expense | 8,809,652.39 | 7,884,317.20 |
| Service charge | 134,005,493.67 | 67,304,477.69 |
| Intermediary fee | 3,784,601.20 | 2,969,590.10 |
| Packaging fee | 220,060.23 | 4,271,537.36 |
| Utility bill | 40,454,623.07 | 7,224,430.01 |
| Rent | 2,141,668.28 | 1,092,235.11 |
| Others | 11,843,441.29 | 23,358,264.36 |
| Total | 700,097,882.31 | 439,986,972.71 |
(3). Other cash received related to investment activities
√Applicable □Non-applicable
Unit： Yuan Currency： RMB
| Item | Amount incurred in the current period | Amount incurred in previous period |
| Impact of business combination under non-common control on Chongqing Tuopu | 16,909,763.45 | |
| Total | 16,909,763.45 |
(4). Other cash paid related to investment activities
√Applicable □Non-applicable
Unit： Yuan Currency： RMB
| Item | Amount incurred in the current period | Amount incurred in previous period |
| Performance bond paid | 63,300,000.00 | |
| Total | 63,300,000.00 |
(5). Other cash received related to financing activities
√Applicable □Non-applicable
Unit： Yuan Currency： RMB
| Item | Amount incurred in the current period | Amount incurred in previous period |
| Borrowings received from financial leasing company | 169,600,000.00 | 1,000,000.00 |
| Total | 169,600,000.00 | 1,000,000.00 |
(6). Other cash paid related to financing activities
√Applicable □Non-applicable
Unit： Yuan Currency： RMB
| Item | Amount incurred in the current period | Amount incurred in previous period |
| Cash paid for lease liabilities | 27,372,300.13 | 15,071,874.82 |
| Repayment of borrowings to the the financial leasing company | 371,010,679.72 | 57,090,308.69 |
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
| Total | 398,382,979.85 | 72,162,183.51 |
79. Additional information on cash flow statement
(1). Additional information on cash flow statement
√Applicable □Non-applicable
Unit： Yuan Currency： RMB
| Additional Information | Amount in the current period | Amount in previous period |
| 1. Reconciliation of net profit to cash flows from operational activities: | ||
| Net Profit | 1,698,966,723.16 | 1,017,831,940.52 |
| Add: provision for impairment of assets | 32,291,487.20 | 69,095,096.13 |
| Credit impairment provision | 71,304,017.89 | 75,923,630.95 |
| Depreciation of fixed assets, oil and gas assets, productive biological assets | 749,296,426.36 | 524,967,442.92 |
| Depreciation of right-of-use assets | 25,778,438.79 | 13,882,969.37 |
| Amortization of Intangible Assets | 32,023,102.50 | 24,980,451.20 |
| Amortization of long-term prepaid expenses | 53,816,970.79 | 39,621,128.32 |
| Losses on disposal of fixed assets, intangible assets and other long-term assets (income as in “-”) | 24,682.27 | -195,282.02 |
| Losses on scrapping of fixed assets (income as in “-”) | 8,135,644.43 | 1,816,181.22 |
| Losses on fair value changes (income as in “-”) | 552,958.38 | -252,506.50 |
| Financial expenses (income as in “-”) | 18,295,707.31 | 44,973,507.21 |
| Losses on investment (income as in “-”) | -39,131,881.78 | -35,465,407.66 |
| Decrease on deferred income tax assets (increase as in “-”) | -56,322,407.21 | -40,132,319.96 |
| Increase on deferred income tax liabilities (decrease as in “-”) | 11,902,345.58 | 23,841,684.21 |
| Decrease on inventories (increase as in “-”) | -982,835,107.50 | -818,693,612.69 |
| Decrease on operational receivables (increase as in “-”) | -1,370,975,787.03 | -685,956,317.99 |
| Increase on operational payables (decrease as in “-”) | 2,030,896,767.26 | 930,580,608.12 |
| Others | ||
| Net cash flow generated by operating activities | 2,284,020,088.40 | 1,186,819,193.35 |
| 2. Major investing and financing activities not involving cash receipts and payment: | ||
| Conversion of debt into capital | ||
| Convertible corporate bonds due within one year | ||
| Fixed assets under financing lease | ||
| 3. Net changes in cash and cash equivalents: | ||
| Closing balance of cash | 2,410,212,553.28 | 935,672,390.98 |
| Less: opening balance of cash | 935,672,390.98 | 674,866,422.08 |
| Add: closing balance of cash equivalents | ||
| Less: opening balance of cash equivalents | ||
| Net additions to balance of equivalents | 1,474,540,162.30 | 260,805,968.90 |
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
(2). Net cash receipts from disposal of subsidiaries in this period
√Applicable □Non-applicable
Unit： Yuan Currency： RMB
| Amount | |
| Cash or cash equivalents paid in the current period for business combination occurred in the current period | 11,556,120.82 |
| Including: Chongqing Tuopu Automobile Parts Co., Ltd. | 11,556,120.82 |
| Less: Cash and cash equivalents held by the Company on the date of purchase | 28,465,884.27 |
| Including: Chongqing Tuopu Automobile Parts Co., Ltd. | 28,465,884.27 |
| Add: cash or cash equivalents paid in the current period for business combinations that occurred in prior periods | |
| Net cash paid by subsidiaries | -16,909,763.45 |
(3). Net cash received from disposal of subsidiaries in the current period
□Applicable √Non-applicable
(4). Composition of cash and cash equivalents
√Applicable □Non-applicable
Unit： Yuan Currency： RMB
| Item | Balance at the end of the period | Balance at the beginning of the period |
| 1. Cash | 2,410,212,553.28 | 935,672,390.98 |
| Including: cash on hand | 11,944.28 | 9,367.02 |
| Bank deposits that can be used for payment at any time | 2,410,200,609.00 | 935,663,023.96 |
| Other currency funds that can be used for payment at any time | ||
| Deposits in the central bank that can be used for payment | ||
| Deposits in Other Financial Institutions | ||
| Call loans from Other Financial Institutions | ||
| 2. Cash equivalents | ||
| Including: bond investments due within three months | ||
| 3. Balance of cash and cash equivalents at the end of the period | 2,410,212,553.28 | 935,672,390.98 |
| Including: cash and cash equivalents that are restricted for us by the parent company or subsidiary within the group |
Other Notes:
√Applicable □Non-applicable
“Balance of cash and cash equivalents at the end of the period” as contained in the current cashflow statement is RMB 385,319,277.15 less than the "monetary funds" at the end of the period ascontained in the consolidated balance sheet, because the deposit of RMB 385,319,277.15 for bills andL/C is not treated as cash and cash equivalents.
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
80. Notes to items in the statement of changes in owners' equity
Give the name of the item “others” adjusting the balance at the end of previous year and the amount ofadjustment:
□Applicable √Non-applicable
81.Assets with restricted ownership or use rights
√Applicable □Non-applicable
Unit： Yuan Currency： RMB
| Item | Book value at the end of the period | Reason for restricted use |
| Monetary funds | 385,319,277.15 | Bank Acceptance Draft Deposit |
| Notes receivable | 346,311,612.00 | Pledge |
| Inventories | ||
| Fixed assets | 1,512,868,733.96 | Mortgage |
| Intangible assets | 250,416,605.54 | Mortgage |
| Receivables financing | 1,044,064,293.97 | Pledge |
| Total | 3,538,980,522.62 | / |
82. Foreign currency balance at the end of the period
(1). Foreign currency balance at the end of the period
√Applicable □Non-applicable
Unit： Yuan
| Item | Foreign currency balance at the end of the period | Converted exchange rate | Balance converted to RMB at the end of the period |
| Cash and bank balances | 508,957,932.49 | ||
| Including: USD | 50,505,079.43 | 6.9646 | 351,747,676.20 |
| EUR | 965,194.82 | 7.4229 | 7,164,544.63 |
| CAD | 17,872,731.34 | 5.1385 | 91,839,029.99 |
| BRL | 17,419,291.47 | 1.3002 | 22,648,562.77 |
| MYR | 2,693,740.46 | 1.5772 | 4,248,567.45 |
| SEK | 604,685.55 | 0.6659 | 402,660.11 |
| PLN | 19,465,229.46 | 1.5878 | 30,906,891.34 |
| Accounts receivable | 1,096,932,030.88 | ||
| Including: USD | 100,483,293.56 | 6.9646 | 699,825,946.33 |
| EUR | 23,383,310.15 | 7.4229 | 173,571,972.91 |
| CAD | 30,745,738.30 | 5.1385 | 157,986,976.25 |
| GBP | 3,931.20 | 8.3941 | 32,998.89 |
| BRL | 16,258,020.27 | 1.3002 | 21,138,677.96 |
| MYR | 16,825,783.38 | 1.5772 | 26,537,625.55 |
| PLN | 11,234,307.21 | 1.5878 | 17,837,832.99 |
| Other Receivables | 23,247,296.82 | ||
| Including: USD | 2,220,297.17 | 6.9646 | 15,463,481.67 |
| SEK | 468,493.41 | 0.6659 | 311,969.76 |
| PLN | 4,705,784.98 | 1.5878 | 7,471,845.39 |
| Short-term loan | 132,327,400.00 | ||
| Including: USD | 19,000,000.00 | 6.9646 | 132,327,400.00 |
| Accounts payable | 287,286,566.38 | ||
| Including: USD | 28,811,413.26 | 6.9646 | 200,659,968.79 |
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
| EUR | 788,361.60 | 7.4229 | 5,851,929.32 |
| CAD | 11,761,296.05 | 5.1385 | 60,435,419.75 |
| BRL | 1,519,225.57 | 1.3002 | 1,975,297.09 |
| MYR | 3,015,502.92 | 1.5772 | 4,756,051.21 |
| SEK | 579,527.12 | 0.6659 | 385,907.11 |
| PLN | 7,792,614.38 | 1.5878 | 12,373,113.11 |
| JPY | 16,200,000.00 | 0.0524 | 848,880.00 |
| Other Payables | 1,099,653.42 | ||
| Including: USD | 20,680.60 | 6.9646 | 144,032.11 |
| MYR | 227,994.71 | 1.5772 | 359,593.26 |
| SEK | 895,071.41 | 0.6659 | 596,028.05 |
(2). Notes to overseas business entities, overseas business locations, functional currency and thebasis for selection in respect of important overseas business entities should be disclosed; if there isa change in the functional currency, the reason for the change should be further disclosed.
√Applicable □Non-applicable
The Company has nine subsidiaries outside of China, i.e.: Tuopu North American USALimited,INC, currently operating in Canada and with Canadian dollars as the functional currency; TuopuNorth American USA Limited, INC, currently operating in the United States and with U.S. dollars as thefunctional currency; Tuopu Brasil, currently operating in Brasil and with Brazilian Real as the functionalcurrency; Tuopu Sweden, currently operating in Sweden and with Swedish krona as the functionalcurrency; Tuopu International, currently operating in Hong Kong and with Hong Kong dollar as thefunctional currency; TUOPU (MALAYSIA) SDN.BHD., currently operating in Malaysia and withRinggit as the functional currency; Tuopu USA, LLC, currently operating in the United States and withU.S. dollars as the functional currency; Tuopu Poland sp.z.o.o, currently operating in Poland and withPLN as the functional currency.Tuopu Mexico, currently operating in Mexico and with Mexican peso asthe functional currency.
83. Hedging
□Applicable √Non-applicable
84. Government subsidies
1. General information of government subsidies
√Applicable □Non-applicable
Unit：Yuan Currency：RMB
| Category | Amount | Presented Item | Amount included into current profit and loss |
| Automobile composite fiber production project | 1,000,000.00 | Deferred income | 99,999.96 |
| Production and application technology transformation project of lightweight materials for vehicles | 7,000,000.00 | Deferred income | 875,000.00 |
| Technological transformation project of high-performance Vibration Control system | 5,910,700.00 | Deferred income | 456,926.52 |
| Production line transformation project of high-performance Vibration Control system for cars | 4,409,904.00 | Deferred income | 551,238.00 |
| Digital workshop project with an annual capacity of 120,000 sets of intelligent brake systems | 4,041,000.00 | Deferred income | 405,289.68 |
| Machine substitution for human project with an annual capacity of 700,000 sets of Vibration Control products | 4,720,000.00 | Deferred income | 472,000.00 |
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
| Technological transformation project of high-performance Vibration Control system for automobiles | 8,250,992.00 | Deferred income | 891,261.09 |
| Technological Transformation Project of Automobile Interior and Exterior Trim Parts | 7,794,112.00 | Deferred income | 815,466.48 |
| Technological Transformation Project of Automobile Lightweight Parts Production Line | 8,443,472.00 | Deferred income | 915,256.45 |
| Technological Improvement Project for Automobile Lightweight Chassis Components | 10,458,600.00 | Deferred income | 1,081,924.08 |
| Technological transformation project of automobile lightweight chassis system production line | 1,000,500.00 | Deferred income | 108,162.12 |
| Technological Transformation Project of Automobile Lightweight Control Arms | 8,085,312.00 | Deferred income | 875,375.13 |
| Technological transformation project of lightweight auto parts | 6,125,420.00 | Deferred income | 624,458.73 |
| Tuopu Intelligent Automotive Electronics Industrial Park Project | 27,000,000.00 | Deferred income | 1,385,714.25 |
| Auto parts production and industrial automation projects | 90,000,000.00 | Deferred income | 4,500,000.00 |
| Technological transformation project for the production line of automotive lightweight alloy parts with an annual capacity of 300,000 sets | 10,000,000.00 | Deferred income | 1,000,000.20 |
| Technological Transformation Project of Automobile High-Performance Vibration Control System | 5,713,900.00 | Deferred income | 573,207.60 |
| Land leveling subsidies | 7,729,116.00 | Deferred income | 155,197.84 |
| Technological Transformation Project of Automobile High-Performance Vibration Control System with an annual capacity of 2 million sets | 6,500,000.00 | Deferred income | 650,000.02 |
| Technological transformation project of NVH interior trim parts | 2,889,100.00 | Deferred income | 288,910.02 |
| Technological transformation project of automobile lightweight parts | 6,500,000.00 | Deferred income | 650,000.02 |
| Technological transformation project of automobile lightweight parts with an annual capacity of 3 million sets | 6,500,000.00 | Deferred income | 650,000.02 |
| Technological transformation project of NEV front and rear axle assembly | 20,000,000.00 | Deferred income | 2,000,000.04 |
| Pinghu Tuopu Auto Parts Production Project | 14,470,000.00 | Deferred income | 795,850.00 |
| Relocation project of interior trim parts with an annual capacity of 300,000 sets | 965,300.00 | Deferred income | 110,593.80 |
| Technological transformation project of lightweight suspension system with an annual capacity of 350,000 sets | 5,188,000.00 | Deferred income | |
| Hunan Xiangtan Auto Parts Industry Base Project | 13,900,279.00 | Deferred income | 520,845.74 |
| Tuopu Chassis Auto Parts Industry Base Project | 16,000,000.00 | Deferred income | 204,378.51 |
| Production line project with an annual capacity of 300,000 sets of related auto parts | 1,110,000.00 | Deferred income | 86,798.28 |
| Automobile chassis parts project with an annual capacity of 500,000 sets | 5,032,438.00 | Deferred income | 103,229.50 |
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
| Production line project of passenger car chassis suspension related parts with an annual capacity of 500,000 sets | 2,539,990.00 | Deferred income | 326,052.96 |
| Technological transformation project of automobile suspension chassis production line with annual capacity of 500,000 sets | 3,541,300.00 | Deferred income | 412,001.76 |
| Technological transformation project of automobile front and rear axle production line with annual capacity of 200,000 sets | 3,056,045.00 | Deferred income | 378,110.76 |
| Technological transformation project of automobile suspension chassis production line with annual capacity of 300,000 sets | 2,582,045.00 | Deferred income | 289,187.22 |
| Automobile Fabric Production Line Project | 4,104,000.00 | Deferred income | 533,032.78 |
| Intelligent factory construction project with an annual capacity of 2 million sets of automotive interior trim parts | 1,100,000.00 | Deferred income | 110,000.00 |
| Technological transformation project of car roof, carpet assembly and other interior trim parts with an annual capacity of 1.6 million sets | 1,650,000.00 | Deferred income | 165,000.00 |
| Auto Parts Production Project of Liudong New District | 1,510,000.00 | Deferred income | 84,279.07 |
| Auxiliary project outside the factory | 7,000,011.00 | Deferred income | 392,165.00 |
| Shenyang Tuopu Auto Parts Base Project | 2,000,000.00 | Deferred income | 520,833.49 |
| NEV thermal management system digital workshop project with an annual capacity of 250,000 sets | 20,000,000.00 | Deferred income | 1,538,461.53 |
| Technological transformation project of NEV chassis critical parts | 7,201,900.00 | Deferred income | 124,170.69 |
| Technological transformation project of automobile lightweight steering system | 19,904,000.00 | Deferred income | 1,492,800.03 |
| Technological transformation project of district-level NEV front and rear axle assembly | 2,000,000.00 | Deferred income | 116,666.69 |
| Technological transformation project of district-level lightweight steering system | 2,000,000.00 | Deferred income | 116,666.69 |
| Subsidies for technological transformation of district-level automobile disc Vibration Control system | 2,000,000.00 | Deferred income | 116,666.69 |
| 2022 Technological Transformation Project of Automobile Chassis Vibration Control System | 9,500,000.00 | Deferred income | 158,333.34 |
| Technological transformation project of NEV battery bracket with an annual capacity of 200,000 sets | 5,600,000.00 | Deferred income | |
| Technological transformation project of production line of automobile lightweight chassis system with an annual capacity of 100,000 sets | 4,386,700.00 | Deferred income | 384,308.30 |
| Tuopu’s production base project of NEV lightweight chassis system and interior sound insulation system | 30,000,000.00 | Deferred income | |
| Industrial Special Fund Subsidies | 3,120,000.00 | Other income | 3,120,000.00 |
| Output value up to standard | 2,600,000.00 | Other income | 2,600,000.00 |
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
| Grants for science and technology projects | 280,400.00 | Other income | 280,400.00 |
| Recruitment subsidy | 823,802.16 | Other income | 823,802.16 |
| Receipt of further government grants of refinancing incentives | 1,000,000.00 | Other income | 1,000,000.00 |
| Stable employment subsidies | 3,079,711.93 | Other income | 3,079,711.93 |
| Trademark brand grants | 18,000.00 | Other income | 18,000.00 |
| One-off subsidy for job offers | 307,000.00 | Other income | 307,000.00 |
| 2021 First-time Revenue Award | 1,000,000.00 | Other income | 1,000,000.00 |
| Enterprise cultivation incentives | 1,050,000.00 | Other income | 1,050,000.00 |
| Grants for enterprise R&D investment | 4,558,900.00 | Other income | 4,558,900.00 |
| Receipt of boiler subsidy | 14,500.00 | Other income | 14,500.00 |
| PCR testing fee subsidy for imported goods | 3,600.00 | Other income | 3,600.00 |
| Science and Technology Project Funding | 2,000,000.00 | Other income | 2,000,000.00 |
| Tax credits | 9,301,675.80 | Other income | 9,301,675.80 |
| 2022 cost reduction and burden relief by the Economic Development Bureau | 603,924.00 | Other income | 603,924.00 |
| Incentives for Industrial Production Increase and Capacity Boost | 950,000.00 | Other income | 950,000.00 |
| High-quality Investment Project Award of the New District Industrial Economy "Rank List" | 650,000.00 | Other income | 650,000.00 |
| Grants to boost business development | 190,204.00 | Other income | 190,204.00 |
| Technology incentives and subsidies | 403,000.00 | Other income | 403,000.00 |
| Provincial Industrial Design Center | 285,000.00 | Other income | 285,000.00 |
| Occupational Hygiene Subsidy | 2,000.00 | Other income | 2,000.00 |
| 2021 operation and maintenance subsidy for pollution source monitoring | 60,000.00 | Other income | 60,000.00 |
| Technology subsidy | 303,700.00 | Other income | 303,700.00 |
| Government Economic Conference Award | 50,000.00 | Other income | 50,000.00 |
| Project construction fund granted from the Administration Committee of the Development Zone | 50,000.00 | Other income | 50,000.00 |
| Subsidy for safety production standard enterprise | 2,000.00 | Other income | 2,000.00 |
| Receipt of reward for yield per mu | 200,000.00 | Other income | 200,000.00 |
| Subsidy for reopening and production resumption | 30,556.00 | Other income | 30,556.00 |
| Subsidy for the construction of electricity | 22,200.00 | Other | 22,200.00 |
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
| monitoring system for enterprise waste gas treatment facilities | income | ||
| Electricity subsidy | 45,204.73 | Other income | 45,204.73 |
(2). Refund of government subsidies
□Applicable √Non-applicable
85. Others
□Applicable √Non-applicable
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
VIII. Changes in the scope of consolidation
1. Business combination not under common control
□Applicable √Non-applicable
(1). Business combination not involving enterprises under common control
√Applicable □Non-applicable
Unit：Yuan Currency：RMB
| Name of acquiree | Time when equity shares are acquired | Cost at which equity shares are acquired | Percent of shares acquired (%) | Mode of acquisition | Date of purchase | Basis of determination for purchase date | Income of the acquire from the purchase date to the end of the period | Net profit of the purchased party from the purchase date to the end of the period |
| Chongqing Tuopu Automobile Parts Co., Ltd. | 2022/4/1 | 11,556,120.82 | 61.00 | Business combination not under common control | 2022/4/1 | Industrial and commercial change | 85,885,076.87 | -660,132.65 |
Other Notes：
On 15 March 2022, the Company signed an equity transfer agreement with Antolin (China) Investment Co., Ltd. Both parties agreed that the company acquired61% equity of Chongqing Antolin Top Roof System Co., Ltd. for a consideration of RMB 11,556,120.82. This acquisition case was wrapped up on 1 April 2022,Chongqing Antonglin Tuopu Roof System Co., Ltd. completed the industrial and commercial change registration and changed its name to Chongqing TuopuAutomobile Parts Co., Ltd. (hereinafter referred to as "Chongqing Tuopu").
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
(2). Combination cost and goodwill
√Applicable □Non-applicable
Unit：Yuan Currency：RMB
| Combination cost | Chongqing Tuopu Automobile Parts Co., Ltd. |
| --Cash | 11,556,120.82 |
| --Fair value of non-cash assets | |
| --Fair value of debt issued or assumed | |
| --Fair value of equity securities issued | |
| --Fair value of contingent consideration | |
| --Fair value of the equity held before the purchase date on the purchase date | 7,027,103.07 |
| --Other | |
| Total combination cost | 18,583,223.89 |
| Less: Fair value parts of identifiable net assets acquired | 18,018,213.01 |
| The amount by which goodwill/combination cost are less than the fair value parts of identifiable net assets acquired | 565,010.88 |
(3). Identifiable assets and liabilities of the acquiree on the purchase date
√Applicable □Non-applicable
Unit：Yuan Currency：RMB
| Item | Chongqing Tuopu Automobile Parts Co., Ltd. | |
| Fair value on the purchase date | Book value on the purchase date | |
| Assets: | 47,202,522.74 | 47,202,522.74 |
| Cash and cash equivalents | 28,465,884.27 | 28,465,884.27 |
| Accounts receivable | 6,187,295.82 | 6,187,295.82 |
| Advance payments | 213,097.90 | 213,097.90 |
| Inventory | 8,333,452.29 | 8,333,452.29 |
| Fixed assets | 3,239,088.31 | 3,239,088.31 |
| Project under construction | 546,212.13 | 546,212.13 |
| Intangible assets | 81,056.31 | 81,056.31 |
| Deferred tax assets | 136,435.71 | 136,435.71 |
| Liabilities: | 29,184,309.73 | 29,184,309.73 |
| Dues and payables | 25,989,783.46 | 25,989,783.46 |
| Payroll payable | 1,315,681.46 | 1,315,681.46 |
| Taxes payable | 475,216.88 | 475,216.88 |
| Other payables | 1,403,627.93 | 1,403,627.93 |
| Net assets | 18,018,213.01 | 18,018,213.01 |
| Less: minority interests | ||
| Net assets acquired | 18,018,213.01 | 18,018,213.01 |
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
(4). Gains or losses arising from the remeasurement of the equity held before the purchase dateaccording to the fair valueWhether there is a transaction realizing the business combination step by step through multipletransactions and control is obtained during the reporting period
√Applicable □Non-applicable
Unit：Yuan Currency：RMB
| Name of the acquiree | Book value of the original equity held before the purchase date on the purchase date | Fair value of the original equity held before the purchase date on the purchase date | Gains or losses arising from the remeasurement of the original equity held before the purchase date according to the fair value | Determination method and main assumptions of the fair value of the original equity held before the purchase date on the purchase date | Amount of other comprehensive income related to the original equity held before the date of purchase transferred to investment income |
| Chongqing Tuopu Automobile Parts Co., Ltd. | 7,027,103.07 | 7,027,103.07 | Net assets |
(5) Particulars on failing to reasonably determine the merger consideration or the fair value of theacquiree's identifiable assets and liabilities on the date of acquisition or at the end of the currentperiod where the acquisition is made
□Applicable √Non-applicable
（6）.Other Notes
□Applicable √Non-applicable
2. Business combination under the same control
□Applicable √Non-applicable
3. Reverse purchase
□Applicable √Non-applicable
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
4. Disposal of subsidiaries
Whether there is a situation where a single disposal of the investment in the subsidiary will immediatelylead to loss of control
□Applicable √Non-applicable
Other Notes:
□Applicable √Non-applicable
5. Changes in the scope of consolidation due to other reasons
Account for the changes in the scope of consolidation as a result of other reasons (for example, newestablishments of subsidiaries, liquidation of subsidiaries) and relevant circumstances:
√Applicable □Non-applicable
In this period, the Company established Tuopu Skateboard Chassis (Ningbo) Co., Ltd., TuopuAutomotive Chassis System (Anhui) Co., Ltd., TUOPU GROUP MEXICO,S.de R.L. de C.V, TuopuPhotovoltaic Technology (Taizhou) Co., Ltd. ) Co., Ltd. The above subsidiaries are included in thescope of consolidation from the date of establishment.
6. Others
□Applicable √Non-applicable
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
IX. Equity in Other Entities
1. Equity in Subsidiaries
(1). Composition of the group
√Applicable □Non-applicable
| Name of Subsidiary | Principal Business Site | Registered Address | Nature of Business | Percentage of Shares (%) | Method of Acquisition | |
| Direct | Indirect | |||||
| Tuopu Automotive Electronics | Ningbo | Ningbo | Manufacturing | 100.00 | Establishment | |
| Tuopu Thermal Management | Ningbo | Ningbo | Manufacturing | 100.00 | Establishment | |
| Tuopu Imp&Exp | Ningbo | Ningbo | Trading | 100.00 | Business combination under the same control | |
| Tuopu Parts | Ningbo | Ningbo | Trading | 100.00 | Business combination under the same control | |
| Tuopu Acoustics Vibration | Ningbo | Ningbo | Trading | 100.00 | Business combination under the same control | |
| Zhejiang Towin | Jinhua | Jinhua | Manufacturing | 100.00 | Business combination not under the same control | |
| Sichuan Maigao | Suining | Suining | Manufacturing | 100.00 | Business combination not under the same control | |
| USHONE ELECTRONIC CHASSIS | Ningbo | Ningbo | Trading | 100.00 | Establishment | |
| Pinghu Tuopu | Jiaxing | Jiaxing | Manufacturing | 100.00 | Establishment | |
| Taizhou Tuopu | Taizhou | Taizhou | Manufacturing | 100.00 | Establishment | |
| Hunan Tuopu | Xiangtan | Xiangtan | Manufacturing | 100.00 | Establishment | |
| Tuopu Chassis | Ningbo | Ningbo | Manufacturing | 100.00 | Establishment | |
| Skateboard Chassis | Ningbo | Ningbo | Manufacturing | 100.00 | Establishment | |
| Tuopu North American | Canada | Canada | Trading | 51.00 | Business combination not under the same control | |
| Tuopu USA, LLC | USA | USA | Trading | 100.00 | Establishment | |
| Xi’an Tuopu | Xi’an | Xi’an | Manufacturing | 100.00 | Establishment | |
| Shanghai Tuopuyu | Shanghai | Shanghai | Manufacturing | 100.00 | Establishment | |
| Wuhan Tuopu | Wuhan | Wuhan | Manufacturing | 100.00 | Establishment | |
| Sichuan Tuopu | Lingshui | Lingshui | Manufacturing | 100.00 | Establishment | |
| Liuzhou Tuopu | Liuzhou | Liuzhou | Manufacturing | 100.00 | Business combination under the same control | |
| Huzhou Tuopu | Huzhou | Huzhou | Manufactu | 100.00 | Establishment | |
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
| ring | ||||||
| Baoji Tuopu | Baoji | Baoji | Manufacturing | 100.00 | Establishment | |
| Yantai Tuopu | Yantai | Yantai | Manufacturing | 100.00 | Business combination under the same control | |
| Ningbo Qianhui | Ningbo | Ningbo | Manufacturing | 51.00 | Business combination not under the same control | |
| Shenyang Tuopu | Shenyang | Shenyang | Manufacturing | 100.00 | Establishment | |
| Jinzhong Tuopu | Jinzhong | Jinzhong | Manufacturing | 100.00 | Establishment | |
| Chongqing Tuopu | Chongqing | Chongqing | Manufacturing | 100.00 | Business combination not under the same control | |
| Hangzhou Tuopu | Hangzhou | Hangzhou | Manufacturing | 100.00 | Business combination not under the same control | |
| Shanghai Towin | Shanghai | Shanghai | R&D | 100.00 | Establishment | |
| Shenzhen Towin | Shenzhen | Shenzhen | R&D | 100.00 | Establishment | |
| Ushone E-commerce | Ningbo | Ningbo | Service | 100.00 | Establishment | |
| Ushone Electronic Chassis | Ningbo | Ningbo | Manufacturing | 100.00 | Establishment | |
| Tuopu Investment | Ningbo | Ningbo | Investment | 100.00 | Establishment | |
| Tuopu International | Hong Kong | Hong Kong | Investment | 100.00 | Establishment | |
| Industrial Automation | Ningbo | Ningbo | Manufacturing | 100.00 | Establishment | |
| Tuopu North America (USA) | USA | USA | Service | 51.00 | Establishment | |
| Tuopu Sweden | Sweden | Sweden | R&D | 100.00 | Establishment | |
| Tuopu Brasil | Brasil | Brasil | Manufacturing | 99.96 | 0.04 | Establishment |
| Tuopu Malaysia | Malaysia | Malaysia | Manufacturing | 100.00 | Establishment | |
| Tuopu Poland | Poland | Poland | Manufacturing | 100.00 | Establishment | |
| Chongqing Chassis | Chongqing | Chongqing | Manufacturing | 100.00 | Establishment | |
| Anhui Tuopu | Huainan | Huainan | Manufacturing | 100.00 | Establishment | |
| Tuopu Mexico | Mexico | Mexico | Manufacturing | 99.00 | 1.00 | Establishment |
| Tuopu Photovoltaic（Ningbo Beilun） | Ningbo | Ningbo | Power generation service | 100.00 | Establishment | |
| Tuopu Photovoltaic（Ningbo | Ningbo | Ningbo | Power generation service | 100.00 | Establishment |
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
| Hangzhou Bay） | ||||||
| Tuopu Photovoltaic（Pinghu） | Jiaxing | Jiaxing | Power generation service | 100.00 | Establishment | |
| Tuopu Photovoltaic Technology (Taizhou) | Taizhou | Taizhou | Power generation service | 100.00 | Establishment | |
| Tuopu Photovoltaic Technology (Jinhua) | Jinhua | Jinhua | Power generation service | 100.00 | Establishment |
(2). Important non-wholly owned subsidiaries
√Applicable □Non-applicable
Unit: Yuan Currency: RMB
| Name of Subsidiary | Percentage of shares held by minority shareholders | Profit and loss attributable to minority shareholders in the current period | Dividends declared to minority shareholders in the current period | Balance of minority shareholders' equity at the end of the period |
| Tuopu North American USA Limited, INC | 49.00% | -596,734.23 | -2,423,301.14 |
Notes to the percentage of shares held by minority shareholder that is different from the percentage ofvoting rights:
□Applicable √Non-applicable
Other Notes:
□Applicable √Non-applicable
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
(3). Main financial information of important non-wholly-owned subsidiaries
√Applicable □Non-applicable
Unit: Yuan Currency: RMB
| Name of subsidiary | Balance at the end of the period | Balance at the beginning of the period | |||||||||||
| Current assets | Non-current assets | Total assets | Current liabilities | Non-current liabilities | Total Liabilities | Current assets | Non-current assets | Total assets | Current liabilities | Non-current liabilities | Total Liabilities | ||
| Tuopu North American USA Limited, INC | 48,339,700.01 | 7,345,809.44 | 55,685,509.45 | 60,620,487.68 | 60,620,487.68 | 35,231,400.21 | 6,610,172.92 | 41,841,573.13 | 45,633,868.81 | 45,633,868.81 | |||
| Name of Subsidiary | Amount incurred in the current period | Amount incurred in previous period | ||||||
| Operating income | Net profit | Total comprehensive income | Cash flow from operating activities | Operating income | Net profit | Total comprehensive income | Cash flow from operating activities | |
| Tuopu North American USA Limited, INC | 1,141,666,139.42 | -1,217,824.96 | -1,153,216.85 | 65,671,076.97 | 608,628,971.93 | -628,304.97 | -628,304.97 | 15,857,300.37 |
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
(4). Significant restrictions on the use of group assets and the settlement of group debts
□Applicable √Non-applicable
(5). Financial support or other support provided to structured entities included in the scope ofconsolidated financial statements
□Applicable √Non-applicable
Other Notes:
□Applicable √Non-applicable
2. Transactions leading to a change in the share of owner's equity in the subsidiary and thecontrol over the subsidiary remains
□Applicable √Non-applicable
3. Rights and interests in joint ventures or associates
□Applicable √Non-applicable
(1). Important joint ventures or associates
√Applicable □Non-applicable
Unit: Yuan Currency: RMB
| Name of joint venture or associate | Principal Business Site | Registered Address | Business Nature | Percentage of Shares Held (%) | Accounting treatment of investment in joint ventures or associate | ||
| Direct | Indirect | ||||||
| Tuopu Electrical Appliances | Ningbo | Ningbo | Manufacturing | 50.00 | Equity method | ||
| Ningbo Borgers | Ningbo | Ningbo | Manufacturing | 50.00 | Equity method | ||
(2). Main financial information of important joint ventures
√Applicable □Non-applicable
Unit: Yuan Currency: RMB
| Balance at the end of the period/Amount incurred in the current period | Balance at the beginning of the period/Amount incurred in previous period | |||
| Tuopu Electrical Appliances | Ningbo Borgers | Tuopu Electrical Appliances | Ningbo Borgers | |
| Current assets | 160,604,921.41 | 185,211,624.66 | 115,959,930.24 | 174,115,922.71 |
| Including: cash and cash equivalents | 12,241,321.35 | 45,252,338.77 | 17,964,903.52 | 30,668,327.53 |
| Non-current assets | 43,592,797.78 | 40,921,651.51 | 37,425,815.26 | 36,105,633.27 |
| Total assets | 204,197,719.19 | 226,133,276.17 | 153,385,745.50 | 210,221,555.98 |
| Current liabilities | 77,803,746.81 | 66,416,544.65 | 53,851,583.03 | 63,722,353.69 |
| Non-current liabilities | 646,750.15 | |||
| Total liabilities | 78,450,496.96 | 66,416,544.65 | 53,851,583.03 | 63,722,353.69 |
| Minority shareholders' equity | ||||
| Equity attributable to shareholders of the | 125,747,222.23 | 159,716,731.52 | 99,534,162.47 | 146,499,202.29 |
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
| parent company | ||||
| Share of net assets calculated at the percentage of shares held | 62,873,611.12 | 79,858,365.76 | 49,767,081.24 | 73,249,601.15 |
| Adjusted events | -75,174.24 | -952,076.43 | -119,632.47 | -807,613.93 |
| --Goodwill | ||||
| --Unrealized profits from internal transactions | -75,174.24 | -952,076.43 | -119,632.47 | -807,613.93 |
| - -Others | ||||
| Book value of equity investment in joint ventures | 62,798,436.88 | 78,906,289.33 | 49,647,448.77 | 72,441,987.22 |
| Fair value of equity investment in joint ventures with public offers | ||||
| Operating income | 193,715,812.72 | 408,697,293.33 | 130,051,841.60 | 385,633,598.42 |
| Financial expenses | -795,054.11 | -552,571.37 | 309,206.05 | -691,850.23 |
| Income tax expense | 2,419,094.20 | 3,074,687.92 | 1,731,157.25 | 5,678,971.20 |
| Net profit | 26,213,059.76 | 31,217,529.23 | 14,095,297.00 | 20,764,481.10 |
| Net profit from discontinued operations | ||||
| Other comprehensive income | ||||
| Total comprehensive income | 26,213,059.76 | 31,217,529.23 | 14,095,297.00 | 20,764,481.10 |
| Dividends received from joint ventures in this year | 9,000,000.00 | 20,000,000.00 | 15,000,000.00 | |
(3). Main financial information of important associates
□Applicable √Non-applicable
(4). Summary of financial information of unimportant joint ventures and associates
□Applicable √Non-applicable
(5). Notes to significant restrictions on the ability of joint ventures or associates to transfer fundsto the Company
□Applicable √Non-applicable
(6). Excess losses suffered by joint ventures or associates
□Applicable √Non-applicable
(7). Unconfirmed commitments related to joint venture investment
□Applicable √Non-applicable
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
(8). Contingent liabilities related to investment in joint ventures or associates
□Applicable √Non-applicable
4. Important joint operations
□Applicable √Non-applicable
5. Equity in structured entities not included in the scope of consolidated financial statementsNotes to structured entities not included in the scope of the consolidated financial statements:
□Applicable √Non-applicable
6. Others
□Applicable √Non-applicable
X. Risks related to financial instruments
√Applicable □Non-applicable
The Company faces various financial risks in the course of its operations: credit risk, liquidity riskand market risk (including exchange rate risk, interest rate risk and other price risks). The said financialrisks and the risk management policies adopted by the Company to reduce these risks are describedbelow:
The Board of Directors is responsible for planning and establishing the risk management structureapplicable to the Company, laying down the risk management policies and guidelines, and supervisingthe implementation of risk management measures. The Company has laid down some risk managementpolicies to identify and analyze the risks exposed to it. These risk management policies clearly identifyspecific risks, ranging from market risk, credit risk to liquidity risk management. The Company assessesthe market environment and changes in its business activities at regular intervals in order to decidewhether to update the risk management policy and system or not. Its risk management is carried out bythe Risk Management Committee in accordance with the policies approved by the Board of Directors.Risk Management Committee will identify, evaluate and avoid related risks by maintaining a closecooperation with other business units within the Company. The internal audit division conducts regularaudits on risk management control and procedures, and reports the audit results to the AuditingCommittee of the Company.
The Company carries out the diversification of risks in financial instruments through appropriatediversified investment and business portfolios, and prepares appropriate risk management policies toreduce the risk concentrated in a single industry, specific region or specific counterparty.
(1) Credit risk
Credit risk refers to the risk of the company's financial losses due to the failure of the counterpartyto perform its contractual obligations.
The credit risk exposed to the Company mainly arises from monetary funds, notes receivable,accounts receivable, accounts receivable financing, other receivables, as well as those debt instrumentinvestments and derivative financial assets that are not included in the scope of impairment assessmentand are measured at fair value and whose changes are included in the current profit and loss. On thebalance sheet date, the book value of the Company's financial assets has represented its maximum creditrisk exposure.
The monetary funds owned by the Company are mainly bank deposits deposited in well-reputatedstate-owned banks with high credit ratings and other large and medium-sized listed banks. In the opinionof the Company, there is no significant credit risk, and there will be almost no critical loss caused bybank defaults.
The Company lays down relevant policies to control credit risk exposure in respect of notesreceivable, accounts receivable, financing receivables and other receivables. The Company assesses thecredit profile of each customer and defines the credit term based on its financial standing, the possibilityof obtaining guarantees from a third party, credit record and other factors such as current marketcondition. The Company will monitor the credit record of each customer at regular intervals. For those
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
found with poor credit record, the Company will maintain its overall credit risk to the extent controllableby written demand, shortening or cancellation of credit term.
(2) Liquidity risk
Liquidity risk refers to the risk of a shortage of funds when an enterprise fulfills its obligation ofsettlement by cash or other financial assets.The Company's policy is to ensure that there is sufficient cash to repay the liabilities due. Theliquidity risk is under the concentrated control of the Company's Financial Department. Throughmonitoring the balance of cash and securities cashable at any time and rolling forecasting the cash flowin the next 12 months, the Financial Department ensures that the Company has sufficient funds to repayits debts under all reasonable predictions. And it will continue to monitor whether the Companycomplies with the provisions of the borrowing agreement and obtains commitments from major financialinstitutions to provide sufficient reserve funds to meet its funding needs, whether short term or longterm.
(3) Market risk
The market risk of financial instruments refers to the risk of fluctuation at fair value of financialinstruments or future cash flows with the change of market prices, including exchange rate risk, interestrate risk and other price risks.
(4) Interest rate risk
The interest rate risk refers to the risk in which the fair value or future cash flow of financialinstruments changes due to the change of market interest rate.
Interest-bearing financial instruments applicable to fixed interest rates and floating interest ratesbring the Company up to fair value interest rate risk and cash flow interest rate risk respectively. TheCompany ascertains the ratio of fixed interest rates to floating interest rate instruments based on themarket environment, and maintains an appropriate portfolio of fixed and floating interest rateinstruments at regular intervals. If necessary, the Company will adopt interest rate swap instruments tohedge interest rate risk.
On December 31, 2022, if other variables remain the same, the borrowing interest rate calculated byfloating interest rate rises or falls by 100 base points, the Company's net profit will decrease or increaseby RMB 39,575,367.58. In the opinion of the management,100 base points can reasonably reflect thereasonable range of possible changes in interest rates in the next year.
(5) Exchange rate risk
Exchange rate risk refers to the risk that the fair value of financial instruments or future cash flowswill fluctuate due to changes in foreign exchange rates.
The Company will try its best to match the revenues with the expenses in foreign currency, tolower the exchange rate risk. In addition, the Company may also sign forward foreign exchangecontracts or currency swap contracts to avoid exchange rate risks. In the current period and the previousperiod, the company did not sign any forward foreign exchange contracts or currency swap contracts.
The exchange rate risk faced with by the Company is mainly from financial assets and liabilities inUSD. The amounts of assets and liabilities in foreign currencies and converted into RMB are presentedas below:
| Item | Balance at the end of the period | Balance at the End of Last Year | ||||
| US dollars | Other foreign currencies | Total | US dollars | Other foreign currencies | Total | |
| Cash and bank balances | 351,747,676.19 | 157,210,256.29 | 508,957,932.48 | 87,084,790.13 | 126,342,546.08 | 213,427,336.21 |
| Accounts receivable | 699,825,946.33 | 397,106,084.55 | 1,096,932,030.88 | 514,439,362.50 | 177,466,695.52 | 691,906,058.02 |
| Other | 15,463,481.67 | 7,783,815.15 | 23,247,296.82 | 65,961.97 | 396,298.95 | 462,260.92 |
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
| Item | Balance at the end of the period | Balance at the End of Last Year | ||||
| US dollars | Other foreign currencies | Total | US dollars | Other foreign currencies | Total | |
| Receivables | ||||||
| Short-term borrowings | 132,327,400.00 | 132,327,400.00 | 313,684,440.00 | 313,684,440.00 | ||
| Accounts payable | 200,659,968.79 | 86,626,597.59 | 287,286,566.38 | 322,020,826.25 | 55,982,031.64 | 378,002,857.89 |
| Other Payables | 144,032.11 | 955,621.31 | 1,099,653.42 | 5,457.03 | 1,531,828.57 | 1,537,285.60 |
| Total | 1,400,168,505.09 | 649,682,374.89 | 2,049,850,879.98 | 1,237,300,837.88 | 361,719,400.76 | 1,599,020,238.64 |
On December 31, 2022, if all other variables remain the same, if the exchange rate of RMB againstany of foreign currencies (principally USD, Euro, CAD, BRL, MYR, SEK, PLN) appreciates ordepreciates by 5%, the Company will Increase or decrease the net profit by RMB 60,421,182.02. In theopinion of the management, 5% can reasonably reflect the reasonable range of possible changes in theexchange rate of RMB against USD in the next year.
(6) Other price risks
Other price risk refers to the risk that the fair value or future cash flow of financial instrumentswill fluctuate due to changes in market prices other than exchange rate risk and interest rate risk.
Other price risks exposed to the Company mainly arise from investments in various equityinstruments, and there is a risk of changes in the price of equity instruments.
XI. Disclosure of Fair Values
1. Fair values of the assets and liabilities at the end of the period
√Applicable □Non-applicable
Unit: Yuan Currency: RMB
| Item | Fair value at the end of the period | |||
| Fair value measurement at the first-level | Fair value measurement at the second-level | Fair value measurement at the third-level | Total | |
| I. Constant measurement at fair value | ||||
| (I) Trading Financial Assets | 954,888.48 | 954,888.48 | ||
| 1. Financial assets at fair value through profit or loss in this period | 954,888.48 | 954,888.48 | ||
| (1) Investment in debt instruments | ||||
| (2) Investment in | 954,888.48 | 954,888.48 | ||
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
| equity instrument | ||||
| 3)Derivative Financial Assets | ||||
| 2. Designated financial assets that are measured at fair value and whose changes are included in the current profit and loss | ||||
| (1) Investment in debt instruments | ||||
| (2) Investment in equity instrument | ||||
| (II) Investment in Other Creditor's Rights | ||||
| (III) Investment in Other Equity Instruments | ||||
| (IV) Investment Property | ||||
| 1. Land use rights for lease | ||||
| 2. Rented buildings | ||||
| 3. Land use rights held and prepared to transfer after appreciation | ||||
| (V) Biological assets | ||||
| 1. Consumable biological assets | ||||
| 2. Productive Biological Assets | ||||
| (VI) Receivables Financing | 1,157,514,623.70 | 1,157,514,623.70 | ||
| Total assets constantly measured at fair value | 954,888.48 | 1,157,514,623.70 | 1,158,469,512.18 | |
| (VIII) Transactional financial liabilities | ||||
| 1. Financial liabilities that are measured at fair value and whose changes are included in the current profit and loss | ||||
| Including: issued trading bonds | ||||
| Derivative Financial Liabilities | ||||
| Others | ||||
| 2. Designated Financial Liabilities Measured in Fair Value with Changes Recorded into Current Profit and Loss |
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
| Total amount of liabilities constantly measured at their fair values | ||||
| II. Non-continuous fair value measurement | ||||
| (1) Holding-for-sale assets | ||||
| Total assets that are not continuously measured at fair value | ||||
| Total liabilities not continuously measured at fair value |
2. Determination basis for the market price of continuous and non-continuous first-level fair valuemeasurement projects
□Applicable √Non-applicable
3. Qualitative and quantitative information on the valuation techniques used and importantparameters for continuous and non-continuous second-level fair value measurement items
□Applicable √Non-applicable
4. Continuous and non-sustainable third-level fair value measurement projects, qualitative andquantitative information on valuation techniques and important parameters used
□Applicable √Non-applicable
5. Continuous third-level fair value measurement items, adjustment information between thebook value at the beginning of the period and that at the end of the period and sensitivity analysisof unobservable parameters
□Applicable √Non-applicable
6. Continuous fair value measurement items, if there is a conversion between levels occurred inthe current period, the reasons for the conversion and the policies for determining the time pointof the conversion
□Applicable √Non-applicable
7. Changes in valuation technique in the current period and reasons for the changes
□Applicable √Non-applicable
8. The fair value of financial assets and financial liabilities not measured at fair value
□Applicable √Non-applicable
9. Others
□Applicable √Non-applicable
XII. Related Parties and Related-party Transactions
1. The parent company
√Applicable □Non-applicable
Unit： Yuan Currency： HKD
| Name of parent company | Registered address | Nature of business | Registered capital | Percentage of the Company’s shares held by the parent company | Percentage of the Company’s voting rights held by the parent company |
| MECCA INTERNATIONA | Hong Kong | Investmen | 1,000,000.00 | 62.94 | 62.94 |
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
| L HOLDING （HK） LIMITED | t |
The ultimate controlling party of the Company is Wu Jianshu.
2. Subsidiaries of the Company
More details of the subsidiaries of the Company are available in the notes.
√Applicable □Non-applicable
Details about the subsidiaries of the Company are available in the note "IX. Interests in other entities"
3. Joint ventures and associates of the Company
More details of the subsidiaries of the Company are available in the note.
√Applicable □Non-applicable
Details about the subsidiaries of the Company are available in the note "IX. Interests in other entities"
The situation of other joint ventures or associates that have related party transactions with the companyduring the current period or the balance of the related party transactions with the Company in theprevious period is listed as follows.
√Applicable □Non-applicable
| Name of Joint Ventures or Associates | Relationship with the Company |
| Tuopu Electrical Appliances | Joint venture of the Company |
| Ningbo Borgers | Joint venture of the Company |
Other Notes
√Applicable □Non-applicable
4. Other Related Parties
√Applicable □Non-applicable
| Name of Other Related Party | Relationship between Other Related Party and the Company |
| Tuopu Electrical Appliances Co., Ltd. | Joint venture |
| Ningbo Borgers Tuopu Automobile Parts Co., Ltd. | Joint venture |
| Chongqing Antolin Tuopu Overhead System Co., Ltd. | Associate |
| Ninghai Jinsuoer Auto Parts Factory | A company controlled by the niece of the actual controller of the Company |
| Ninghai Saipu Rubber and Plastic Parts Factory | A company controlled by the niece of the actual controller of the Company |
| Ninghai Jinxin Packaging Co., Ltd. | A company controlled by the young sister of the actual controller of the Company |
| Ninghai Zhonghao Plastic Products Co., Ltd. | An officer’s brother-in-law holds 40% of the shares and serves as an executive director of the company |
| Ninghai Xidian Qingqing Plastic Factory | A company controlled by the elder sister and brother-in-law of the officer of the Company |
| Ningbo Hongke Auto Parts Co., Ltd. | A company controlled by the niece’s husband of the actual controller of the Company |
| Ningbo Gloyel Intelligent Technology Co. Ltd. | Other company controlled by the actual controller of the Company |
| Ningbo Gloyel Motor Technology Co., Ltd. | Other company controlled by the actual controller of the Company |
| Gloyel Electric (Ningbo) Co., Ltd. | Other company controlled by the actual controller of the |
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
Other Notes
On 15 March 2022, the Company signed an equity transfer agreement with Antolin (China)Investment Co., Ltd. Both parties agreed that the company acquired 61% equity of Chongqing AntolinTop Roof System Co., Ltd. for a consideration of RMB 11,556,120.82. This acquisition case waswrapped up on 1 April 2022, so Chongqing Antonglin Tuopu Roof System Co., Ltd. in the above table isan associate of the Company from January 2022 to March 2022.
5. Related party transactions
(1). Related-party transactions of purchase and sale of goods, rendering and acceptance of laborservicesList of purchase of goods/acceptance of labor services
√Applicable □Non-applicable
Unit： Yuan Currency： RMB
Company
Related party
| Related party | Related-party transaction | Amount incurred in the current period | Approved transaction limit (if applicable) | Whether the transaction limit is exceeded (if applicable) | Amount incurred in previous period |
| Tuopu Electrical Appliances Co., Ltd. | Material | 557,591.82 | 1,470,987.91 | ||
| Ningbo Borgers Tuopu Automobile Parts Co., Ltd. | Material | 11,226,212.12 | 532,406.41 | ||
| Ninghai Jinsuoer Auto Parts Factory | Material | 5,680,753.83 | 10,727,069.14 | ||
| Ninghai Saipu Rubber and Plastic Parts Factory | Material | 3,344,571.77 | 2,777,913.09 | ||
| Ninghai Jinxin Packaging Co., Ltd. | Material | 13,729,540.98 | 15,196,918.89 | ||
| Ninghai Zhonghao Plastic Products Co., Ltd. | Material | 23,847,150.57 | 17,114,295.64 | ||
| Ninghai Xidian Qingqing Plastic Factory | Material | 6,233,189.97 | 6,296,088.44 | ||
| Ningbo Hongke Auto Parts Co., Ltd. | Material | 136,342,741.42 | 90,461,785.31 | ||
| Ningbo Gloyel Intelligent Technology Co. Ltd. | Equipment | 84,851,924.43 | 36,373,136.28 | ||
| Ningbo Gloyel Motor Technology Co., Ltd. | Material | 29,679,129.38 | 30,331,884.00 | ||
| Gloyel Electric (Ningbo) Co., Ltd. | labor services | 7,636,009.78 | 2,104,843.25 |
List of sale of goods/rendering of labor services
√Applicable □Non-applicable
Unit： Yuan Currency： RMB
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
| Related party | Content of related transaction | Amount incurred in the current period | Amount incurred in previous period |
| Tuopu Electrical Appliances Co., Ltd. | Goods, labor services, et al. | 5,819,976.18 | 6,789,828.13 |
| Ningbo Borgers Tuopu Automobile Parts Co., Ltd. | Goods, labor services, et al. | 96,673,748.67 | 107,941,553.64 |
| Chongqing Antolin Tuopu Overhead System Co., Ltd. (Note) | Goods, labor services, et al. | 6,264,144.32 | 13,103,293.72 |
Notes to related-party transactions in the purchase and sale of goods, rendering and acceptance of laborservices
√Applicable □Non-applicable
Note: Given the fact that the company has wrapped up the acquisition over Chongqing Antolin TuopuOverhead System Co., Ltd. on 1 April 2022, the current amount of Chongqing Antolin Tuopu OverheadSystem Co., Ltd. presented in the above table is the sales figures from January 2022 to March 2022.
(2). Related trusteeship management/contracting and entrusted management/outsourcingList of trusteeship management/contracting of the Company:
□Applicable √Non-applicable
Related trusteeship/contracting
□Applicable √Non-applicable
List of entrusted management/outsourcing
□Applicable √Non-applicable
Related management/outsourcing
□Applicable √Non-applicable
(3). Related leases
The Company as landlord:
√Applicable □Non-applicable
Unit： Yuan Currency： RMB
| Name of tenant | Kind of lease assets | Rental income recognized in the current period | Rental income recognized in previous period |
| Ningbo Borgers Tuopu Automobile Parts Co., Ltd. | Houses and structures | 619,266.06 | 619,266.06 |
| Ningbo Gloyel Electric Motor Technology Co., Ltd. | Houses and structures | 198,165.14 | 198,165.14 |
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
The Company as tenant:
√Applicable □Non-applicable
Unit：Yuan Currency：RMB
| Name of tenant | Kind of lease assets | Simplified treatment of rental expenses for short-term leases and leases of low-value assets (if applicable) | Variable lease payments not included in the measurement of the lease liability (if applicable) | Rent paid | Interest expense on lease liability assumed | Increased right-of-use assets | |||||
| Amount incurred in the current period | Amount incurred in previous period | Amount incurred in the current period | Amount incurred in previous period | Amount incurred in the current period | Amount incurred in previous period | Amount incurred in the current period | Amount incurred in previous period | Amount incurred in the current period | Amount incurred in previous period | ||
| Gloyel Electric (Ningbo) Co., Ltd. | Houses and structures | 3,129,489.91 | 3,129,489.91 | 277,385.03 | 406,716.75 | 5,708,305.27 | |||||
Affiliated leases
□Applicable √Non-applicable
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
(4). Related guarantees
The Company as guarantor
√Applicable □Non-applicable
Unit：in 10,000 Yuan Currency：RMB
| Guaranteed party | Guaranteed amount | From | Until | Whether the guarantee has been fulfilled |
| Tuopu Poland | 5,417.44 | Refer to Note (1) | Refer to Note (1) | NO |
| Tuopu Photovoltaic(Hangzhou Bay) | 4,500.00 | 2021-12-9 | 2033-12-9 | NO |
The Company as tenant:
√Applicable □Non-applicable
Unit：Yuan Currency：RMB
| Guaranteed party | Guaranteed amount | From | Until | Whether the guarantee has been fulfilled |
| Ningbo Tuopu Automotive Electronics Co., Ltd | 44,000.00 | Refer to Note (3) | Refer to Note (3) | NO |
The Company as guaranteed party
□Applicable √Non-applicable
Notes to related guarantees
√Applicable □Non-applicable
Note 1: For smooth conduct of business operations in Europe, Tuopu Poland sp.z.o.o, ("TuopuPoland") is a wholly-owned subsidiary established by Tuopu Group in Poland in March 2021. It leases7R PROJEKT 35 Sp. z.o.o ("7R Project Company"), customized industrial plants in Poland (includingoffice areas, production areas and warehouses). According to business practice and actual needs, theCompany provided performance bond for the said lease agreement, and authorized the chairman orauthorized representative to sign the relevant guarantee. The total liability of the letter of guarantee mustnot exceed 7 million euros (about RMB 54.1744 million), and the maturity period covers the entire termof the said lease agreement and five months after its expiration or termination, but no later than August 1,2029.
(2) On 9 December 2021, Tuopu Photovoltaic Technology (Ningbo Hangzhou Bay New Area) Co.,Ltd., the wholly-owned sub-subsidiary signed a loan contract with China Development Bank NingboBranch, with the granted credit line at RMB 60 million, under the loan contract number(2021)3302202101100001111. The term of this medium and long-term loan is 12 years whichcommences from 9 February 2021 till 9 December 2023, subject to the repayment schedule as set out inthe contract. The form of guarantee is setting the real property (located at No. 59, Guanhai Road,Chunxiao, Beilun District, Ningbo) on mortgage, such guarantee is provided by Ningbo Tuopu GroupCo., Ltd. for the benefit of Tuopu Photovoltaic Technology (Ningbo Hangzhou Bay New Area) Co., Ltd.As of 31 December 2022, the balance of this medium and long-term loan is RMB 45 million, theoriginal value and net value of the real property on mortgage is RMB 45,324,720.72 and RMB36,941,455.31 respectively; the original value and net value of land on mortgage is RMB 13,070,562.81and RMB 9,846,490.75 respectively.
(3) On 16 June 2022, the Company signed a loan contract with China Development Bank NingboBranch, with the granted credit line at RMB 440 million, under the loan contract number3302202201100001187, the length of maturity of long-term loans is up to 24 months, the form ofguarantee is setting the real property (located on the north side of Binhai 6th Road, Hangzhou Bay NewDistrict, Ningbo (Yongxin G-156# plot)) held by the wholly-owned subsidiary Ningbo TuopuAutomotive Electronics Co., Ltd. on mortgage, the original value and net value of the real property on
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
mortgage is RMB 931,765,316.36 and RMB 668,026,345.69 respectively; the original value and netvalue of land on mortgage is RMB 518,372,966.46 and RMB 427,851,650.71 respectively; the originalvalue and net value of land on mortgage is RMB 87,128,775.00 and RMB 77,261,289.31 respectively.
(5). Borrowed funds from related parties
□Applicable √Non-applicable
(6). Asset transfer and debt restructuring of related parties
√Applicable □Non-applicable
(7). Remuneration of key management members
√Applicable □Non-applicable
Unit： Yuan Currency： RMB
| Item | Amount incurred in the current period | Amount incurred in previous period |
| Remuneration from key management members | 18,246,800.00 | 15,822,800.00 |
(8). Other related-party transactions
□Applicable √Non-applicable
6. Accounts receivable and payable of related parties
(1). Items of receivable
√Applicable □Non-applicable
Unit: Yuan Currency: RMB
| Item | Related party | Balance at the end of the period | Balance at the beginning of the period | |||
| Book balance | Bad debt provision | Book balance | Bad debt provision | |||
| Accounts receivable | Tuopu Electrical Appliances Co., Ltd. | 2,963,039.73 | 148,151.99 | 2,990,343.13 | 149,517.16 | |
| Accounts receivable | Ningbo Borgers Tuopu Automobile Parts Co., Ltd. | 20,694,339.11 | 1,034,716.96 | 18,944,379.66 | 947,218.98 | |
| Accounts receivable | Chongqing Antolin Tuopu Overhead System Co., Ltd. | 1,933,285.45 | 96,664.27 | |||
| Other non-current assets | Ningbo Gloyel Intelligent Technology Co. Ltd. | 133,000.00 | 25,273,020.00 | |||
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
(2). Items of payable
√Applicable □Non-applicable
Unit: Yuan Currency: RMB
| Item | Related party | Book balance at the end of the period | Book balance at the beginning of the period |
| Accounts payable | Tuopu Electrical Appliances Co., Ltd. | 516,104.50 | 779,489.56 |
| Accounts payable | Ningbo Borgers Tuopu Automobile Parts Co., Ltd. | 9,988,498.59 | 107,350.32 |
| Accounts payable | Ninghai Jinsuoer Auto Parts Factory | 2,001,327.84 | 3,378,282.14 |
| Accounts payable | Ninghai Saipu Rubber and Plastic Parts Factory | 1,308,637.05 | 1,062,872.50 |
| Accounts payable | Ninghai Jinxin Packaging Co., Ltd. | 5,820,481.55 | 6,085,792.76 |
| Accounts payable | Ninghai Zhonghao Plastic Products Co., Ltd. | 9,425,965.30 | 7,440,703.72 |
| Accounts payable | Ninghai Xidian Qingqing Plastic Factory | 2,567,426.48 | 2,192,180.40 |
| Accounts payable | Ningbo Hongke Auto Parts Co., Ltd. | 62,924,747.72 | 40,588,197.56 |
| Accounts payable | Ningbo Gloyel Intelligent Technology Co. Ltd. | 26,612,246.42 | 1,009,518.20 |
| Accounts payable | Ningbo Gloyel Motor Technology Co., Ltd. | 6,348,706.80 | 7,391,444.20 |
| Accounts payable | Gloyel Electric (Ningbo) Co., Ltd. | 106.64 | 106.64 |
7. Related-party commitments
□Applicable √Non-applicable
8. Others
□Applicable √Non-applicable
XIII. Share-based payment
1. General situation of share-based payment
□Applicable √Non-applicable
2. Particulars of equity-settled share-based payment
□Applicable √Non-applicable
3. Particulars of cash-settled share-based payment
□Applicable √Non-applicable
4. Modification and termination of share-based payment
□Applicable √Non-applicable
5. Others
□Applicable √Non-applicable
XIV. Commitments and Contingencies
1. Important commitments
√Applicable □Non-applicable
√适用 □不适用
Important external commitments, nature, and amount on the balance sheet date
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
(1) On 27 December 2021, the Company signed a loan contract with the Export-Import Bank ofChina Ningbo Branch, with the granted credit line at RMB 300 million, under the loan contract number(2021) Jin Chu Yin (Yong Xin He) No. 1-117, the length of maturity of long-term loans is up to 24months, the revolving use of credit loans is allowed. As of 31 December 2022, the long-term loanbalance under the contract is RMB 300 million. On 28 March 2022, the Company signed a loan contractwith the Export-Import Bank of China Ningbo Branch, with the granted credit line at RMB 500 million,under the loan contract number (2022) Jin Chu Yin (Yong Xin He) No. 1-025, the length of maturity oflong-term loans is up to 24 months, the revolving use of credit loans is allowed. As of 31 December2022, the long-term loan balance under the contract is RMB 500 million. On 15 June 2022, theCompany signed a loan contract with the Export-Import Bank of China Ningbo Branch, with the grantedcredit line at RMB 500 million, under the loan contract number (2022) Jin Chu Yin (Yong Xin He) No.1-055, the length of maturity of long-term loans is up to 24 months, the revolving use of credit loans isallowed. As of 31 December 2022, the long-term loan balance under the contract is RMB 500 million.On 17 June 2022, the Company signed a loan contract with the Export-Import Bank of China NingboBranch, with the granted credit line at RMB 400 million, under the loan contract number (2022) Jin ChuYin (Yong Xin He) No. 1-056, the length of maturity of long-term loans is up to 24 months, therevolving use of credit loans is allowed. As of 31 December 2022, the long-term loan balance under thecontract is RMB 400 million. On 14 November 2022, the Company signed a loan contract with theExport-Import Bank of China Ningbo Branch, with the granted credit line at RMB 300 million, underthe loan contract number (2022) Jin Chu Yin (Yong Xin He) No. 1-135. As of 31 December 2022, thelong-term loan balance under the contract is RMB 300 million. The form of guarantee is setting housesand structures on mortgage, under the guarantee contract number (2021) Jin Chu Yin (Yong Zui Xin Di)No. 1-018, (2022) Jin Chu Yin (Yong Zui Xin Di) No. 1-001, and (2022) Jin Chu Yin (Yong Zui Xin Di)No. 1-003. The original value and net value of properties on mortgage is RMB 931,765,316.36 andRMB 668,026,345.69 respectively; the original value and net value of land on mortgage is RMB202,898,354.01 and RMB 163,308,825.48 respectively.
(2) On 16 June 2022, the Company signed a loan contract with China Development Bank NingboBranch, with the granted credit line at RMB 440 million, under the loan contract number3302202201100001187, the length of maturity of long-term loans is up to 24 months, the form ofguarantee is setting the real property (located on the north side of Binhai 6th Road, Hangzhou Bay NewDistrict, Ningbo (Yongxin G-156# plot)) held by the wholly-owned subsidiary Ningbo TuopuAutomotive Electronics Co., Ltd. on mortgage, the original value and net value of the real property onmortgage is RMB 931,765,316.36 and RMB 668,026,345.69 respectively; the original value and netvalue of land on mortgage is RMB 518,372,966.46 and RMB 427,851,650.71 respectively; the originalvalue and net value of land on mortgage is RMB 87,128,775.00 and RMB 77,261,289.31 respectively.
(3) On 9 December 2021, Tuopu Photovoltaic Technology (Ningbo Hangzhou Bay New Area)Co., Ltd. signed a loan contract with China Development Bank Ningbo Branch, with the granted creditline at RMB 60 million, under the loan contract number (2021)3302202101100001111. The term of this
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
medium and long-term loan is 12 years which commences from 9 February 2021 till 9 December 2023,subject to the repayment schedule as set out in the contract. The form of guarantee is setting the realproperty (located at No. 59, Guanhai Road, Chunxiao, Beilun District, Ningbo) on mortgage, suchguarantee is provided by Ningbo Tuopu Group Co., Ltd. for the benefit of Tuopu PhotovoltaicTechnology (Ningbo Hangzhou Bay New Area) Co., Ltd. As of 31 December 2022, the balance of thismedium and long-term loan is RMB 45 million, the original value and net value of the real property onmortgage is RMB 45,324,720.72 and RMB 36,941,455.31 respectively; the original value and net valueof land on mortgage is RMB 13,070,562.81 and RMB 9,846,490.75 respectively.
(4) On April 18, 2016, the Company signed the state-owned construction land use rightsassignment contract No. 3302062016A21006 with Ningbo Bureau of Land and Resources, and signedthe industrial land investment agreement with Administration Committee of Ningbo Economic &Technological Development Zone (NETD). Under the said industrial land investment agreement, if theCompany fails to pay taxes at RMB 20.00/mu in any year within the period from October 31, 2019 toOctober 31, 2022, it must pay RMB 5 million as penalty to Ningbo Economic & TechnologicalDevelopment Zone (NETD). On July 21, 2016, the Company signed the "Irrevocable Bank Guarantee"at the maximum sum of RMB 5 million with Bank of China Ningbo Branch in the beneficiary ofAdministration Committee of Ningbo Economic & Technological Development Zone (NETD), underthe bank guarantee number GC1901316000107, with the term of bank guarantee effective from 1 May2022 to 30 April 2023. The bank guarantee specifies that the Company must pay a penalty up to RMB 5million to Administration Committee of Ningbo Economic & Technological Development Zone(NETD), upon the time in which the Bank of China Ningbo Branch receives the original written noticeof notice in printed form and the proof of default from Administration Committee of Ningbo Economic& Technological Development Zone (NETD).
(5) In 2022, the Company signed an investment agreement with the Administration Committee ofNingbo Qianwan New District under the contract number Xin Qu Tou Xie [2022]1. As set out in thecontract, the fixed asset investments must reach RMB 3 million/mu and the average tax revenue per mumust reach RMB 380,000/mu, failing which the liquidated damages of RMB 161,100,000 shall be dueand payable. On 19 September 2022, the Company signed an "Irrevocable Bank Guarantee" with theBank of China Beilun Branch in favor of the Administration Committee of Ningbo Qianwan NewDistrict, with a sum not exceeding RMB 161.1 million, under the letter of guarantee numberGC1901322000187. The letter of guarantee is valid from 19 September 2022 to 30 September 2030. Asspecified in the letter of guarantee, the Bank of China Beilun Branch, upon the receipt of the originalprinted copy of claim notice and the proof of breach of contract from the Administration Committee ofNingbo Qianwan New Area, shall pay the Administration Committee of Ningbo Qianwan New Area theliquidated damages with the sum not exceeding RMB 161.10 million.
(6) On 24 April 2022, the Skateboard Chassis signed a construction contract for the civilengineering general contracting project of the new energy vehicle cabin comfort system project ofTuopu Skateboard Chassis (Ningbo) Co., Ltd. with Zhejiang Xinyu Construction Group Co., Ltd., under
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
the contract number G1012022042401. On 31 May 2022, the Skateboard Chassis signed a paymentguarantee with Bank of China Ningbo Branch in favor of Zhejiang Xinyu Construction Group Co., Ltd,with the sum not exceeding RMB 2,629,200, under the guarantee number GC1900322000280. The termof guarantee is from the effective date of the master contract to 28 days after the payment of the contractsum as set out in the master contract. As specified in the guarantee, if the Skateboard Chassis fails to paythe contract sum to Zhejiang Xinyu Construction Group Co., Ltd. under the master contract, the bankwill pay the amount at or below the guarantee sum. The Company has paid RMB 2,629,200 as thedeposit of guarantee to Bank of China Ningbo Branch.
(7) On 8 May 2022, the Skateboard Chassis signed a construction contract for the civilengineering general contracting project of the Skateboard Chassis System Project Section I ofSkateboard Chassis (Ningbo) Co., Ltd. with Zhejiang Zhongqin Construction Co., Ltd., under thecontract number G1012022050801. On 31 May 2022, the Skateboard Chassis signed a paymentguarantee with Bank of China Ningbo Branch in favor of Zhejiang Zhongqin Construction Co., Ltd.,with the sum not exceeding RMB 3.0764 million, under the guarantee number GC1900322000281. Theterm of guarantee is from the effective date of the master contract to 28 days after the payment of thecontract sum as set out in the master contract. As specified in the guarantee, if the Skateboard Chassisfails to pay the contract sum to Zhejiang Zhongqin Construction Co., Ltd. under the master contract, thebank will pay the amount at or below the guarantee sum. The Company has paid RMB 3,076,400 as thedeposit of guarantee to Bank of China Ningbo Branch.
(8) On 24 April 2022, the Skateboard Chassis signed a construction contract for the civilengineering general contracting project of the Skateboard Chassis System Project Section II ofSkateboard Chassis (Ningbo) Co., Ltd. with Zhejiang Zhhifang Construction Co., Ltd., under thecontract number G1012022050802. On 31 May 2022, the Skateboard Chassis signed a paymentguarantee with Bank of China Ningbo Branch in favor of Zhejiang Zhhifang Construction Co., Ltd.,with the sum not exceeding RMB 2,499,200, under the guarantee number GC1900322000282. The termof guarantee is from the effective date of the master contract to 28 days after the payment of the contractsum as set out in the master contract. As specified in the guarantee, if the Skateboard Chassis fails to paythe contract sum to Zhejiang Zhhifang Construction Co., Ltd. under the master contract, the bank willpay the amount at or below the guarantee sum. The Company has paid RMB 2,499,200 as the deposit ofguarantee to Bank of China Ningbo Branch.
(9) Hunan Tuopu signed an equipment purchase contract with DE HUA MATERIALS TESTING(HOLDINGS) COMPANY LIMITED, under the contract number 10762021121202, and L/C payment isspecified as the payment term. Hunan Tuopu issued a letter of credit at Bank of China Xiangtan Branch,under the L/C number LC1272222000037, and the company paid RMB 4,672,875.48 as L/C deposit tothe bank.
(10) TUOPU (MALAYSIA) SDN.BHD. signed a purchase and sale contract withCLARION(MALAYSIA)SDN.BHD, and signed a letter of bank guarantee with Bank of China(Malaysia) Co., Ltd. in favor of CLARION(MALAYSIA)SDN.BHD., with the sum not exceeding
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
180,000 RM, under the guarantee number LG511172100345. The letter of bank guarantee shall be validfrom 13 December 2021 to 12 December 2022. As specified in the letter of bank guarantee, if TUOPU(MALAYSIA) SDN.BHD. fails to pay the contract sum to CLARION(MALAYSIA)SDN.BHD. underthe master contract, the bank will pay the amount at or below the guarantee sum. The Company has paid180,000 RM (or equivalent to RMB 283,896) as the deposit of guarantee to Bank of China MalaysiaBranch.
(11) TUOPU (MALAYSIA) SDN.BHD. signed a power supply contract with TENAGANASIONAL BERHAD, under which TENAGA NASIONAL BERHAD will supply power to TNBsubstation building of TUOPU (MALAYSIA) SDN.BHD. TUOPU (MALAYSIA) SDN.BHD. signed aletter of bank guarantee with Bank of China (Malaysia) Co., Ltd. in favor of TENAGA NASIONALBERHA, with the sum not exceeding 20,000 RM, under the guarantee number LG5111723000007. Theletter of bank guarantee shall be valid from 4 January 2023 to 3 January 2024. As specified in the letterof bank guarantee, if TUOPU (MALAYSIA) SDN.BHD. fails to pay the contract sum to TENAGANASIONAL BERHA. under the master contract, the bank will pay the amount at or below the guaranteesum. The Company has paid 20,000 RM (or equivalent to RMB 31,544) as the deposit of guarantee toBank of China Malaysia Branch.
(12) The Company and Ping An Bank Ningbo Branch signed a special agreement on the creditextension business (Ping Yin Bei Lun Piao Chi Zi 20210913 No.001) and Additional Agreement to theMaximum Amount Pledge Contract for Bill Pool Credit Business (Yin Bei Lun Piao Chi Zhi Bu Zi20210914 No.001). As of 31 December 2022, there were bank acceptance notes in a sum of RMB92,900,000.00 under pledge, the bank acceptance deposit of RMB 6,449,500.00 was paid to the bank,and the notes payable of RMB 223,932,588.31 were issued.
(13) The Company signed Bank of Ningbo signed the additional clauses of the Asset PoolBusiness Cooperation and Pledge Agreement (No.: 0510100014087) and the Master Agreement forAsset Pool Billing Pass (No.: 05100AT21B7KKBM). As of 31 December 2022, there were bankacceptance notes in a sum of RMB 50,000,000.00 under pledge, and the bank acceptance deposit ofRMB 3,573.99 was paid to the bank.
(14) Tuopu Acoustics Vibration signed the note pool cooperation agreement 33100000 Zhe ShangPiao Chi Zi 2017 No.01472, the asset pool cooperation agreement 33100000 Zhe Shang Zi Chan Chi Zi2017 No.01472, and the asset pool pledge guarantee contract 33100000 Zhe Shang Zi Chan Chi Zi 2017No.01473 with China Zheshang Bank Beilun Branch. As of 31 December 2022, there were bankacceptance notes in a sum of RMB 101,723,237.47 under pledg, the bank acceptance deposit of RMB96,021,690.02 was paid to the bank and accordingly, the notes payable in a sum of RMB 201,529,955.30were issued.
(15) Tuopu Acoustics Vibration and Bank of Ningbo Beilun Sub-branch signed the Asset PoolBilling Pass Agreement (No. 05100AT22BFN865, Bank of Ningbo Asset Pool 2019 No. 051), the AssetPool Business Cooperation and Pledge Agreement (No. 0510100015480, Ningbo Asset Pool Zi 2019 No.031). As of 31 December 2022, there were bank acceptance notes in a sum of RMB 228,040,859.26
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
under pledge and commercial acceptance notes in a sum of RMB 21,491,683.54 under pledge, the bankacceptance deposit of RMB 164,677,873.98 was paid to the bank and accordingly, the notes payable in asum of RMB 413,807,085.09 were issued.
(16) Tuopu Parts signed the note pool cooperation agreement 33100000 Zhe Shang Piao Chi Zi2017 No.01470, the asset pool cooperation agreement 33100000 Zhe Shang Zi Chan Chi Zi 2017No.01470, and the asset pool pledge guarantee contract 33100000 Zhe Shang Zi Chan Chi Zi 2017 No01471 with China Zheshang Bank Beilun Branch. As of 31 December 2022, there were bank acceptancenotes in a sum of RMB 465,741,096.52 under pledge, the bank acceptance deposit of RMB16,643,576.04 was paid to the bank and accordingly, the notes payable in a sum of RMB 539,221,465.65were issued.
(17) On 5 July 2018, Tuopu Parts signed the note pool cooperation and note pledge agreement05101PC20188002 with Bank of Ningbo Beilun branch, and 7 November 2018, signed the additionalnote pool cooperation and note pledge agreement 05101PC20188002 with Bank of Ningbo Beilunbranch. As of 31 December 2022, there were bank acceptance notes in a sum of RMB 184,034,606.20under pledge and accordingly, the commercial acceptance bills in a sum of RMB 16,547,515.27 wereissued, the bank acceptance deposit of RMB 79,624,678.63 was paid to the bank and accordingly, thenotes payable in a sum of RMB 201,005,132.97 were issued.
(18) Tuopu Parts signed the note pool cooperation agreement (Xing Yin Yong Piao Chi Fu Zi DiHaishu No.220006) and the maximum limit pledge contract (Xing Yin Yong Zhi (Gao) Zi Di Hai ShuNo.220007) with Industrial Bank Co., Ltd. Ningbo Branch. As of 31 December 2022, there were bankacceptance notes in a sum of RMB 107,438,578.00 under pledge and accordingly, the notes payable in asum of RMB 101,342,258.54 were issued.
(19) Tuopu Automotive Electronics signed the asset pool cooperation agreement (No.0510100015553) and the asset pool pledge guarantee contract (No.0510100015553) with Bank ofNingbo Beilun branch. As of 31 December 2022, there were bank acceptance notes in a sum of RMB100,000,000.00 under pledge and accordingly, the notes payable in a sum of RMB 100,000,000.00 wereissued.
(20) Ushone Dirve-by-Wire Chassis signed the note pool cooperation and note pledge agreement9411202000000006 and the maximum mortgage contract ZZ9411202000000006 with Shanghai PudongDevelopment Bank Co., Ltd. Ningbo Development Zone Sub-branch. As of 31 December 2022, therewere bank acceptance notes in a sum of RMB 13,887,686.34 under pledge and accordingly, the bankacceptance deposit of RMB 6,625,761.93 was paid to the bank,and the notes payable in a sum of RMB19,212,228.70 were issued.
(21) Ningbo Qianhui signed the maximum pledge contract 06001PC20198005 with Bank ofNingbo Ninghai Branch. As at 31 December 2022, there were bank acceptance notes in a sum of RMB8,570,643.37 under pledge, the bank acceptance deposit of RMB 2,079,507.08 was paid to the bank, andthe notes payable in a sum of RMB 9,751,469.82 were issued.
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
(22) On 6 May 2022, Tuopu Automotive Electronics signed a financial leasing contract withMaxwealth Financial Leasing Co., Ltd., the leased property is machinery and equipment, the originalbook value of the leased property is RMB 75,933,200, and the net book value of the lease property as atthe end of 2022 is RMB 68,529,700. The financial lease contract number is 2022YYZL0206489-ZL-01,the repayment principal of the financial lease is RMB 50 million, the interest is RMB 165,500, and thelease repayment period is 12 months. As of 31 December 2022, the balance of other current liabilitiesunder the contract is RMB 20.8333 million.
(23) On 14 June 2022, the Company signed a financial leasing contract with Ping AnInternational Financial Leasing Co., Ltd., the leased property is machinery and equipment, the originalbook value of the lease property is RMB 95,512,400, the net book value of the leased object at the endof 2022 is RMB 85,920,800. The leaseback contract number is 2022PAZL0101271-ZL-01. Therepayment principal of this financial lease is RMB 93 million, the interest is RMB 200,000, and the leaserepayment period is 12 months. As of 31 December 2022, the balance of other current liabilities underthe contract is RMB 39,399,000.
(24) On 10 February 2022, Tuopu Automotive Electronics signed a financial leasing contractwith Maxwealth Financial Leasing Co., Ltd., the leased property is machinery and equipment, theoriginal book value of the leased property is RMB 72,314,100, and the net book value of the leaseproperty as at the end of 2022 is RMB 66,032,800. The financial lease contract number is2022YYZL0201704-ZL-01, the repayment principal of the financial lease is RMB 50 million, theinterest is RMB 163,600, and the lease repayment period is 12 months. As of 31 December 2022, thebalance of other current liabilities under the contract is RMB 8.3333 million.
(25) On 7 May 2022, Tuopu Automotive Electronics signed a financial leasing contract withMaxwealth Financial Leasing Co., Ltd., the leased property is machinery and equipment, the originalbook value of the leased property is RMB 53,871,800, and the net book value of the lease property as atthe end of 2022 is RMB 50,429,300. The financial lease contract number is 2022YYZL0206508-ZL-01,the repayment principal of the financial lease is RMB 50 million, the interest is RMB 165,500, and thelease repayment period is 12 months. As of 31 December 2022, the balance of other current liabilitiesunder the contract is RMB 20.8333 million.
(26) On 13 September 2022, Tuopu Automotive Electronics signed a financial leasing contractwith Maxwealth Financial Leasing Co., Ltd., the leased property is machinery and equipment, theoriginal book value of the leased property is RMB 60,718,400, and the net book value of the leaseproperty as at the end of 2022 is RMB 55,742,100. The financial lease contract number is2022YYZL0225967-ZL-01, the repayment principal of the financial lease is RMB 50 million, theinterest is RMB 164,400, and the lease repayment period is 12 months. As of 31 December 2022, thebalance of other current liabilities under the contract is RMB 37.50 million.
(27) On 13 September 2022, Tuopu Automotive Electronics signed a financial leasing contractwith Maxwealth Financial Leasing Co., Ltd., the leased property is machinery and equipment, theoriginal book value of the leased property is RMB 55,425,300, and the net book value of the lease
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
property as at the end of 2022 is RMB 53,394,500. The financial lease contract number is2022YYZL0225719-ZL-01, the repayment principal of the financial lease is RMB 50 million, theinterest is RMB 164,900, and the lease repayment period is 12 months. As of 31 December 2022, thebalance of other current liabilities under the contract is RMB 37.50 million.
2. Contingencies
(1). Important contingencies existing on the balance sheet date
□Applicable √Non-applicable
(2). Even if the Company has no important contingencies to be disclosed, also state:
□Applicable √Non-applicable
3. Others
□Applicable √Non-applicable
XV. Events after the Balance Sheet Date
1. Important non-adjusting events
□Applicable √Non-applicable
2. Profit distribution
√Applicable □Non-applicable
Unit： Yuan Currency： RMB
| Proposed distribution of profits or dividends | 510,247,562.84 |
| Profits or dividends declared after deliberation and approval | 510,247,562.84 |
3. Sales return
□Applicable √Non-applicable
4. Notes to Other Events after the Balance Sheet Date
√Applicable □Non-applicable
1. According to the 2022 profit distribution plan passed at the 18th session of the Fourth Board ofDirectors on April 17, 2023, the Company intends to use the number of shares registered on the date ofequity registration for equity distribution as the base number, and distribute it to all registeredshareholders on the date of equity registration at cash dividends of RMB 4.63 (tax included) for every 10shares. The above profit distribution plan is submitted to the 2022 annual general meeting forconsideration.
VI. Other Significant Events
1. Correction of previous accounting errors
(1). Retrospective restatement
□Applicable √Non-applicable
(2). Prospective application
□Applicable √Non-applicable
2. Debt restructuring
□Applicable √Non-applicable
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
3. Replacement of assets
(1). Exchange of non-monetary assets
□Applicable √Non-applicable
(2). Exchange of other assets
□Applicable √Non-applicable
4. Annuity plan
□Applicable √Non-applicable
5. Discontinuing operation
□Applicable √Non-applicable
6. Segment information
(1). Determination basis and accounting policies of the reportable segment
□Applicable √Non-applicable
(2). Financial information of the reportable segment
□Applicable √Non-applicable
(3). If the Company has no reportable segments or cannot disclose the total assets and totalliabilities of individual reportable segment, state the reason
□Applicable √Non-applicable
(4). Other notes
□Applicable √Non-applicable
7. Other significant transactions and event that have an impact on investors' decisions
□Applicable √Non-applicable
8. Others
□Applicable √Non-applicable
XVII. Notes to the Main Items of the Financial Statements of the Parent Company
1. Accounts receivable
(1). Disclosure by age
√Applicable □Non-applicable
Unit： Yuan Currency： RMB
| Aging | Book balance at the end of the period |
| Within 1 year | |
| Including: sub-items within 1 year | |
| Within 1 year | 2,225,858,799.18 |
| Subtotal within 1 year | 2,225,858,799.18 |
| 1 to 2 years | 156,073,047.34 |
| 2-3 years | 32,313,504.17 |
| Over 3 years | 49,045,071.14 |
| 3 to 4 years | |
| 4 to 5 years | |
| Over 5 years | 323,215.01 |
| Total | 2,463,613,636.84 |
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
(2). Categorical disclosure by provision for bad debts
√Applicable □Non-applicable
Unit： Yuan Currency： RMB
| Category | Balance at the End of the Period | Balance at the Beginning of the Period | |||||||||||
| Book Balance | Bad Debt Provision | Book Value | Book Balance | Bad Debt Provision | Book Value | ||||||||
| Amount | Percentage (%) | Amount | Accrued Proportion (%) | Amount | Percentage (%) | Amount | Accrued Proportion (%) | ||||||
| Bad debt provision accrued based on single item | |||||||||||||
| Including: | |||||||||||||
| Bad debt provision accrued based on single item | 2,463,613,636.84 | 100.00 | 166,344,553.64 | 6.75 | 2,297,269,083.20 | 1,926,247,651.84 | 100.00 | 147,597,966.28 | 7.66 | 1,778,649,685.56 | |||
| Including: | |||||||||||||
| Bad debt provision accrued based on aging combinations | 2,463,613,636.84 | 100.00 | 166,344,553.64 | 6.75 | 2,297,269,083.20 | 1,926,247,651.84 | 100.00 | 147,597,966.28 | 7.66 | 1,778,649,685.56 | |||
| Total | 2,463,613,636.84 | / | 166,344,553.64 | / | 2,297,269,083.20 | 1,926,247,651.84 | / | 147,597,966.28 | / | 1,778,649,685.56 | |||
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
Bad debt provision accrued based on single item:
□Applicable √Non-applicable
Bad debt provision accrued based on combinations
√Applicable □Non-applicable
√适用 □不适用
√Applicable □Non-applicable
Accrued items based on combinations: accounts receivable with bad debt provision by aging portfolio
Unit： Yuan Currency： RMB
| Name | Balance at the End of the Period | ||
| Accounts Receivable | Bad Debt Provision | Accrued Proportion(%) | |
| Within 1 year | 2,225,858,799.18 | 111,292,939.96 | 5.00 |
| 1 to 2 years | 156,073,047.34 | 15,607,304.73 | 10.00 |
| 2 to 3 years | 32,313,504.17 | 9,694,051.25 | 30.00 |
| 3 to 5 years | 49,045,071.14 | 29,427,042.69 | 60.00 |
| Over 5 years | 323,215.01 | 323,215.01 | 100.00 |
| Total | 2,463,613,636.84 | 166,344,553.64 | |
Recognition criteria for and notes to bad debt provision by combinations
□Applicable √Non-applicable
If the bad debt provision is made by the general expected credit loss model, e refer to the disclosure ofother receivables:
□Applicable √Non-applicable
(3). Bad debt provision
√Applicable □Non-applicable
Unit： Yuan Currency： RMB
| Category | Balance at the Beginning of the Period | Amount Changed in the Current Period | Balance at the End of the Period | |||
| Provision | Withdrawal or Reversal | Write-off | Other Changes | |||
| Bad debt provision accrued based on combinations | 147,597,966.28 | 18,746,587.36 | 166,344,553.64 | |||
| Total | 147,597,966.28 | 18,746,587.36 | 166,344,553.64 | |||
Significant withdrawal or reversal amount of provision for bad debts in the current period:
□Applicable √Non-applicable
(4). Accounts receivable actually written off in the current period
□Applicable √Non-applicable
Write-off of significant accounts receivable
□Applicable √Non-applicable
(5). Accounts receivable of the top five closing balances collected by debtors
√Applicable □Non-applicable
Unit： Yuan Currency： RMB
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
| Name of Entity | Balance at the End of the Period | Proportion in Total Accounts Receivable (%) | Bad Debt Provision |
| No.1 | 638,144,964.83 | 25.90 | 31,907,248.24 |
| No.2 | 386,897,125.89 | 15.70 | 19,344,856.29 |
| No.3 | 304,730,351.27 | 12.37 | 15,236,517.56 |
| No.4 | 185,373,206.15 | 7.52 | 9,268,660.31 |
| No.5 | 153,279,223.07 | 6.22 | 12,993,281.25 |
| Total | 1,668,424,871.21 | 67.71 | 88,750,563.65 |
(6).Accounts receivable derecognized due to the transfer of financial assets
□Applicable √Non-applicable
(7). Amount of assets and liabilities formed by the transfer of accounts receivable and continuedinvolvement
□Applicable √Non-applicable
Other Notes:
□Applicable √Non-applicable
2. Other Receivables
Presentation of items
√Applicable □Non-applicable
Unit： Yuan Currency： RMB
| Item | Balance at the end of the period | Balance at the beginning of the period |
| Interest receivable | ||
| Dividend receivable | 3,719,979.84 | |
| Other Receivables | 229,141,399.78 | 132,577,100.62 |
| Total | 229,141,399.78 | 136,297,080.46 |
Other Notes:
□Applicable √Non-applicable
Interest receivable
(1). Category of interest receivable
□Applicable √Non-applicable
(2). Important late payment interest
□Applicable √Non-applicable
(3). Particulars of bad debt provision
□Applicable √Non-applicable
Other Notes:
□Applicable √Non-applicable
Dividend receivable
(1). Dividend Receivable
√Applicable □Non-applicable
Unit： Yuan Currency： RMB
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
| Item (or Invested Entity) | Balance at the end of the period | Balance at the beginning of the period |
| Chongqing Antolin Tuopu Overhead System Co., Ltd. | 3,719,979.84 | |
| Total | 3,719,979.84 |
(4). Important dividend receivable with an aging over 1 year
□Applicable √Non-applicable
(5). Particulars of bad debt provision
□Applicable √Non-applicable
Other Notes:
□Applicable √Non-applicable
Other Receivables
(1). Disclosure by aging
√Applicable □Non-applicable
Unit： Yuan Currency： RMB
| Aging | Book Balance at the End of the Period |
| Within 1 year | |
| Including: sub-item within 1 year | |
| Within 1 year | 151,944,338.69 |
| Subtotal within 1 year | 151,944,338.69 |
| 1 to 2 years | 85,968,323.13 |
| 2 to 3 years | 10,535,981.71 |
| Over 3 years | 119,000.00 |
| 3 to 4 years | |
| 4 to 5 years | |
| Over 5 years | 235,800.00 |
| Total | 248,803,443.53 |
(2）. Categorical disclosure by provision for bad debts
√Applicable□Non-applicable
Unit： Yuan Currency： RMB
| Nature of Funds | Book balance at the end of the period | Book balance at the beginning of the period |
| Temporary borrowings | 227,415,769.50 | 142,648,612.96 |
| Petty cash funds | 1,632,760.00 | 199,202.76 |
| Security deposit | 12,887,250.00 | 19,250.00 |
| Others | 6,867,664.03 | 1,874,206.43 |
| Total | 248,803,443.53 | 144,741,272.15 |
(3). Categorized by the nature of funds
√Applicable □Non-applicable
Unit： Yuan Currency： RMB
| Bad Debt Provision | Phase 1 | Phase 2 | Phase 3 | Total |
| Expected credit loss in the next 12 months | Expected credit loss throughout the duration (no credit impairment occurred) | Expected credit loss throughout the duration (credit impairment has occurred) |
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
| Balance on January 1, 2022 | 12,164,171.53 | 12,164,171.53 | ||
| Balance of the current period on January 1, 2022 | ||||
| --Transfer to Phase 2 | ||||
| --Transfer to Phase 3 | ||||
| --Transfer to Phase 2 | ||||
| --Transfer to Phase 1 | ||||
| Provision made in the current period | 7,497,872.22 | 7,497,872.22 | ||
| Reversal in the current period | ||||
| Write-off in the current period | ||||
| Write-off in the current period | ||||
| Other changes | ||||
| Balance on December 31, 2022 | 19,662,043.75 | 19,662,043.75 |
Notes to significant changes in the book balance of other receivables that have changed in the currentperiod:
□Applicable √Non-applicable
Amount of bad debt provision in the current period and the basis for assessing whether the credit risk offinancial instruments has increased significantly:
□Applicable √Non-applicable
(4). Particulars of bad debt provision
√Applicable □Non-applicable
Unit： Yuan Currency： RMB
| Category | Balance at the Beginning of the Period | Amount Changed in the Current Period | Balance at the End of the Period | |||
| Provision | Withdrawal or Reversal | Write-off | Other Changes | |||
| Accounts receivable with bad debt accrued based on aging portfolio | 12,164,171.53 | 7,497,872.22 | 19,662,043.75 | |||
| Total | 12,164,171.53 | 7,497,872.22 | 19,662,043.75 | |||
Bad debt provision in the current period with significant amount of withdrawal or reversal:
□Applicable √Non-applicable
(5). Particulars of other receivables actually written off in the current period
□Applicable √Non-applicable
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
(6). Particulars of other receivables of the top five closing balances collected by debtors
√Applicable □Non-applicable
Unit： Yuan Currency： RMB
| Name of Unit | Nature of funds | Balance at the end of the period | Aging | Proportion in total other receivables at the end of the period (%) | Balance of bad debt provision at the end of the period |
| Tuopu Poland sp.z.o.o | Temporary borrowings | 149,399,787.79 | Note 1 | 60.05 | 10,176,807.31 |
| Shanghai Towin Automotive Technology Co., Ltd. | Temporary borrowings | 78,015,981.71 | Note 2 | 31.36 | 7,879,794.51 |
| Zhejiang Holley & Futong Investment Co., Ltd. | Temporary borrowings | 12,678,000.00 | Within 1 year | 5.10 | 583,900.00 |
| Ruhlamat Automation Technology (Changchun) Co., Ltd | Other | 6,120,000.00 | Within 1 year | 2.46 | 306,000.00 |
| LI DONGMEI | Other | 274,800.00 | Note 3 | 0.11 | 248,750.00 |
| Total | / | 246,488,569.50 | / | 99.08 | 19,195,251.82 |
Note 1: The amount due within 1 year is RMB 90,795,714.66, and the amount due within 1-2 years isRNB 58,604,073.13;Note 2: The amount due within 1 year is RMB 40,500,000.00, the amount due within 1-2 years is RNB27,000,000.00, and the amount due within 2-3 years is RMB 10,515,981.71;Note 3: The amount due within 1 year is RMB 19,000.00, the amount due within 4-5 years is RNB20,000.00, and the amount due over 5 years is RMB 235,800.00;
(7). Accounts receivable related to government subsidies
□Applicable √Non-applicable
(8). Other accounts receivable derecognised due to transfer of financial assets
□Applicable √Non-applicable
(9). Amount of assets and liabilities generated due to transfer of other receivables and continuedinvolvement
□Applicable √Non-applicable
Other Notes:
□Applicable √Non-applicable
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
1. Long-term equity investments
√适用 □不适用
√Applicable □Non-applicable
Unit： Yuan Currency： RMB
| Item | Balance at the end of the period | Balance at the beginning of the period | ||||
| Book balance | Impairment provision | Book value | Book balance | Impairment provision | Book value | |
| Investments in subsidiaries | 10,829,796,560.37 | 10,829,796,560.37 | 6,841,453,344.78 | 6,841,453,344.78 | ||
| Investments in joint ventures and associates | 141,704,726.21 | 141,704,726.21 | 129,477,775.53 | 129,477,775.53 | ||
| Total | 10,971,501,286.58 | 10,971,501,286.58 | 6,970,931,120.31 | 6,970,931,120.31 | ||
(1). Investments in subsidiaries
√Applicable □Non-applicable
Unit： Yuan Currency： RMB
| Invested Entity | Balance at the beginning of the period | Increased in current period | Decreased in current period | Balance at the end of the period | Impairment provision accrued in the current period | Balance at the end of the period of impairment provision |
| Ningbo Tuopu Import and Export Co., Ltd. | 178,081,940.48 | 178,081,940.48 | ||||
| Ningbo Tuopu Automobile Parts Co., Ltd. | 196,984,594.91 | 196,984,594.91 | ||||
| Ningbo Tuopu Acoustics Vibration Technology Co., Ltd. | 184,685,004.03 | 184,685,004.03 | ||||
| Yantai Tuopu Automobile Parts Co., Ltd. | 62,800,000.00 | 62,800,000.00 | ||||
| Liuzhou Tuopu Automobile Parts Co., Ltd. | 100,000,000.00 | 100,000,000.00 | ||||
| Shenyang Tuopu Automobile Parts Co., Ltd. | 10,000,000.00 | 10,000,000.00 | ||||
| Ningbo Tuopu Intelligent Brake System Co., Ltd. | 20,000,000.00 | 20,000,000.00 | ||||
| Ningbo Qianhui Automobile Trim Parts Co., Ltd. | 31,210,000.00 | 31,210,000.00 | ||||
| Sichuan Tuopu Automobile Parts Co., Ltd. | 20,000,000.00 | 20,000,000.00 | ||||
| Wuhan Tuopu Maigao Automobile Parts Co., Ltd. | 150,000,000.00 | 150,000,000.00 |
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
| Pinghu Tuopu Special Fabric Co., Ltd. | 208,000,000.00 | 208,000,000.00 | ||||
| Shanghai Towin Automotive Technology Co., Ltd. | 10,000,000.00 | 10,000,000.00 | ||||
| Ningbo Tuopu Industrial Automation Co., Ltd. | 17,700,000.00 | 17,700,000.00 | ||||
| Ningbo Tuopu Investment Co., Ltd. | 27,270,000.00 | 34,890,000.00 | 62,160,000.00 | |||
| Ningbo Ushone E-commerce Co., Ltd. | 3,700,000.00 | 100,000.00 | 3,800,000.00 | |||
| Tuopu Group International Co., Ltd. | ||||||
| Baoji Tuopu Maigao Automobile Parts Co., Ltd. | 18,980,000.00 | 18,980,000.00 | ||||
| Taizhou Tuopu Automobile Parts Co., Ltd. | 100,000,000.00 | 100,000,000.00 | ||||
| Ningbo Tuopu Automotive Electronics Co., Ltd. | 2,438,400,000.00 | 61,600,000.00 | 2,500,000,000.00 | |||
| Jinzhong Tuopu Automobile Parts Co., Ltd. | 8,000,000.00 | 8,000,000.00 | ||||
| Shenzhen Towin Automotive Technology Co., Ltd. | 11,300,000.00 | 11,300,000.00 | ||||
| TUOPU DO BRASIL AUTOPECAS LTDA | 80,776,216.50 | 80,776,216.50 | ||||
| Zhejiang Towin Automobile Parts Co., Ltd. | 571,320,000.00 | 571,320,000.00 | ||||
| Sichuan Maigao Auto Parts Co., Ltd. | 290,000,000.00 | 290,000,000.00 | ||||
| Hunan Tuopu Automobile Parts Co., Ltd. | 253,800,000.00 | 404,090,000.00 | 657,890,000.00 | |||
| Tuopu USA, LLC | 35,091,204.56 | 35,091,204.56 | ||||
| Ningbo Tuopu Chassis System Co., Ltd. | 341,902,468.30 | 172,997,531.70 | 514,900,000.00 | |||
| Tuopu EV Thermal Management System (Ningbo) Co., Ltd. | 1,392,400,000.00 | 2,107,600,000.00 | 3,500,000,000.00 | |||
| Huzhou Tuopu Automobile Parts Co., Ltd. | 32,220,000.00 | 17,780,000.00 | 50,000,000.00 | |||
| TUOPU POLAND SP.Z.O.O | 18,000,000.00 | 18,000,000.00 | ||||
| Shanghai Tuopu Automobile Parts Co., Ltd. | 16,500,000.00 | 16,500,000.00 | ||||
| Xi’an Tuopu Automobile Parts Co., Ltd. | 12,331,916.00 | 12,331,916.00 | ||||
| Ningbo Ushone Electronic Chassis Technology Co., Ltd. | 30,772,460.00 | 30,772,460.00 | ||||
| Tuopu Chassis System (Chongqing) Co., Ltd. | 154,400,000.00 | 154,400,000.00 | ||||
| Tuopu Skateboard Chassis (Ningbo) Co., Ltd. | 943,330,000.00 | 943,330,000.00 | ||||
| Tuopu Chassis System (Anhui) Co., Ltd. | 42,200,000.00 | 42,200,000.00 | ||||
| Chongqing Tuopu Automobile Parts Co., Ltd. | 18,583,223.89 | 18,583,223.89 | ||||
| Total | 6,841,453,344.78 | 3,988,343,215.59 | 10,829,796,560.37 |
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
(2). Investments in joint ventures and associates
√Applicable □Non-applicable
Unit： Yuan Currency： RMB
| Invested Entity | Balance at the Beginning of the Period | Decrease/Increase in the current period | Balance at the End of the Period | Balance of impairment provision at the end of the period | ||||||||
| Investment Increased | Investment Decreased | Investment profit and loss recognized under the equity method | Adjustment on other comprehensive income | Other changes in equity | Cash dividends or profit declared to distribute | Provision for impairment accrued | Other | |||||
| I. Joint ventures | ||||||||||||
| Tuopu Electrical Appliances | 49,647,448.77 | 13,150,988.11 | 62,798,436.88 | |||||||||
| Ningbo Borgers | 72,441,987.22 | 15,464,302.11 | 9,000,000.00 | 78,906,289.33 | ||||||||
| Subtotal | 122,089,435.99 | 28,615,290.22 | 9,000,000.00 | 141,704,726.21 | ||||||||
| II. Associates | ||||||||||||
| Antolin Tuopu | 7,388,339.54 | -361,236.47 | -7,027,103.07 | |||||||||
| Subtotal | 7,388,339.54 | -361,236.47 | -7,027,103.07 | |||||||||
| Total | 129,477,775.53 | 28,254,053.75 | 9,000,000.00 | -7,027,103.07 | 141,704,726.21 | |||||||
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
4. Operating Income and Operating Cost
(1) Operating Income and Operating Cost
√Applicable □Non-applicable
Unit： Yuan Currency： RMB
| Item | Amount incurred in the current period | Amount incurred in previous period | ||
| Income | Cost | Income | Cost | |
| Main business operations | 6,594,127,295.51 | 5,017,204,633.53 | 5,618,865,696.60 | 4,436,557,763.66 |
| Other business operations | 482,419,882.80 | 371,812,686.41 | 335,067,815.70 | 253,124,398.60 |
| Total | 7,076,547,178.31 | 5,389,017,319.94 | 5,953,933,512.30 | 4,689,682,162.26 |
(2). Income generated by contracts
□Applicable √Non-applicable
(3). Notes to discharge of obligations
□Applicable √Non-applicable
(4). Notes to allocation to remaining discharge of obligations
□Applicable √Non-applicable
5. Investment income
√Applicable □Non-applicable
Unit： Yuan Currency： RMB
| Item | Amount incurred in the current period | Amount incurred in previous period |
| Long-term equity investment income measured by cost method | ||
| Long-term equity investment income measured by equity method | 28,254,053.75 | 17,901,771.79 |
| Investment income from disposal of long-term equity investment | ||
| Investment income of trading financial assets during the holding period | ||
| Dividend income from other equity instrument investments during the holding period | ||
| Interest income from debt investment during the holding period | ||
| Interest income from other debt investments during the holding period | ||
| Investment income from disposal of trading financial assets | ||
| Investment income from the disposal of other equity instrument investments | ||
| Investment income from disposal of debt investments | ||
| Investment income from the disposal of other debt investments | ||
| Income from debt restructuring | ||
| Investment income from wealth management products | 10,877,828.03 | 17,563,635.87 |
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
| Total | 39,131,881.78 | 35,465,407.66 |
6. Others
□Applicable √Non-applicable
XVIII. Additional Information
1. Current non-recurring profit and loss schedule
√Applicable □Non-applicable
Unit： Yuan Currency： RMB
| Item | Amount | Note |
| Gains and losses from disposal of non-current assets | -8,160,326.70 | |
| Approval beyond authority, or without formal approval document, or incidental tax rebates, deducts and exempts | ||
| Government subsidies included in the current profit and loss, but closely associated with the regular business operations of the Company, except for government subsidies that are consistent with national policies and continuously granted at a fixed quota or amount under certain national standard | 62,111,199.70 | X, VII, 84 |
| Payment for the use of funds charged from non-financial enterprises that is included in current profit and loss | ||
| Income generated from the investment cost of the Company in acquiring subsidiaries, associates and joint ventures that is less than the fair value of the identifiable net assets held by the invested entity at the acquisition of investment | ||
| Gains and losses from exchange of non-monetary assets | ||
| Gains and losses from the engagement of others in investment or management | ||
| Provisions for impairment of various assets due to force majeure factors including natural disasters | ||
| Gains and losses from restructuring of debts | ||
| Expenses incurred in enterprise restructuring, including those incurred in staff placement and integration | ||
| Gains and losses from the part of transactions whose prices are clearly unfair in excess of the fair value | ||
| Net profits and losses for the current period from the beginning of the period to the date of the merger arising from a business combination under the same control | ||
| Profits and losses generated from contingent events that are unrelated to the regular business operations of the Company |
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
| Profits and losses resulting from the changes in fair value for holding trading financial assets, derivative financial assets and trading financial liabilities, derivative financial liabilities and investment income from disposal of trading financial assets, derivative financial assets, trading financial liabilities, derivative financial liabilities and other obligatory right investments, except for valid hedging businesses associated with the regular business operations of the Company | 10,324,869.65 | |
| Reversal of the receivables and contract assets depreciation reserves for separate impairment test | ||
| Gains and losses from external entrusted loans | ||
| Profits and losses generated from a change in the fair value of investment real estates that are subsequently measured by the fair value model | ||
| Impact of one-off adjustment to the current profit and loss under the requirements of taxation, accounting and other laws and regulations on the current profit and loss | ||
| Custody fee income from entrusted operations | ||
| Non-operating income and expenses other than the above | -9,377,752.06 | |
| Other gains and losses items that fit the definition of non-recurring gains and losses | ||
| Less: Impact of income tax | 10,896,170.83 | |
| Impact of minority equity | -579,840.70 | |
| Total | 44,581,660.46 |
For items defined as non-recurring gains and losses according to the No. 1 Explanatory Announcementon Information Disclosure for Companies Offering Their Securities to Public - Non-recurring Gains andLosses, or non-recurring gains and losses items listed in the said document defined as recurring ones,state the reasons.
□Applicable √Non-applicable
2. ROE and EPS
√Applicable □Non-applicable
| Profit for the reporting period | Weighted Average ROE (%) | EPS | |
| Basic EPS | Diluted EPS | ||
| Net profit attributable to common shareholders of the Company | 15.02 | 1.54 | 1.54 |
| Net profit attributable to common shareholders of the Company after deducting non-recurring gains and losses | 14.65 | 1.50 | 1.50 |
3. Differences between international and Chinese accounting standards
□Applicable √Non-applicable
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
4. Others
□Applicable √Non-applicable
Chairman: Wu JianshuDate of Submission to Board of Directors: April 17, 2023
Revisions
□Applicable √Non-applicable