Stock Code: 601689 Abbr.: Tuopu Group
Ningbo Tuopu Group Co., Ltd.
Annual Report 2023
April 2024
Ningbo Tuopu Group Co., Ltd. Annual Report 2023
Important Notes
I. The Board of Directors, Board of Supervisors, Directors, Supervisors and SeniorManagement of Ningbo Tuopu Group Co., Ltd. hereby guarantee that the informationpresented in this report shall be true, accurate and complete and free of any false records,misleading statements or material omissions, and they will bear joint and several liabilityfor 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 andwarrant that the financial statements in the annual report are authentic, accurate, andcomplete.
V. Profit Distribution Plan or Capital Reserve Converted to Additional Shares Plan Approved
by the 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Company”) realized a net profit at RMB754,590,880.36 in 2023, after a statutory surplus reserve at RMB 75,459,088.04 is withdrawn at 10% ofthe realized net profit, the profit available for distribution in the year is RMB 679,131,792.32; with theundistributed profit at the beginning of the year at RMB 3,812,658,276.18 added, and the cash dividendsat RMB 510,248,373.09 distributed in 2023 deducted, the cumulative profit available for distribution atthe end of 2023 is RMB 3,981,541,695.41.According to the resolution passed at the 8th meeting of the fifth Board of Directors of theCompany, the profit distribution plan laid down for 2023 would be: with the number of shares registeredon the equity registration date for the implementation of equity distribution as the base number, RMB
5.56 (tax included) per 10 shares will be distributed to all shareholders as cash dividends.As at 31 December 2023, the total number of shares of the company is 1,102,049,773 shares. On 26January 2024, the Company finalized the issuance of 60,726,104 shares to specific parties andcompleted the registration, custody, and restriction of sale procedures for the additional shares at theShanghai Branch of China Securities Depository & Clearing Corporation. The total number of Companyshares after the registration of this issue was 1,162,775,877 shares. Following the registration of theaforementioned additional issue, a total cash dividend of RMB 646,503,387.61 (with tax included) isproposed to be distributed, representing 30.06% of the net profit attributable to the ordinary shareholders
Ningbo Tuopu Group Co., Ltd. Annual Report 2023
of the listed company in the consolidated financial statements for the year. The remaining profits will becarried over to the next 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 5.56 (with tax included) per 10 shares, and adjust the total cashdividend as appropriate.
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 andits affiliatesNo
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 completenessNo
X. 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
The Company successfully concluded the issuance of 60,726,104 A shares to specific parties on 26January 2024. Subsequently, the registration, custody, and restriction of sale procedures for the newlyissued shares were completed at the Shanghai Branch of China Securities Depository and ClearingCorporation.
As per the "Capital Verification Report" (Xinhui Zhi Zi [2024] No. ZF10029) issued by BDOChina Shu Lun Pan Certified Public Accountants (Special General Partnership) on 17 January 2024, thetotal proceeds generated from the issuance of A shares to specific targets amounted toRMB3,514,826,899.52 as of January 16, 2024. Net of the expenses related to the issue, which totaledRMB16,389,101.00 and RMB16,389,101.09 (excluding VAT), the actual net proceeds raised were
Ningbo Tuopu Group Co., Ltd. Annual Report 2023
RMB3,498,437,798.43. Out of this amount, RMB 60,726,104 contributed to the increase in paid-incapital (share capital), while RMB3,437,711,694.43 contributed to the increase in capital surplus.For more details refer to the "Announcement on the Results of the Issue of Shares by Tuopu Groupto Specific Targets and Changes in Share Capital" published by the Company on the Shanghai StockExchange website on 30 January 2024.
Ningbo Tuopu Group Co., Ltd. Annual Report 2023
Contents
Section 1 Definitions ...... 6
Section 2 Company Profile and Key Financial Indicators ...... 6
Section 3 Management Discussion and Analysis ...... 12
Section 4 Corporate Governance ...... 40
Section 5 Environmental and Social Responsibility ...... 59
Section 6 Significant Events ...... 71
Section 7 Changes in Shares and Shareholders ...... 108
Section 8 Information about Preference Shares ...... 115
Section 9 Information of Corporate Bonds ...... 116
Section 10 Financial Report ...... 117
| 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 2023
Section 1 Definitions
I. 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 |
| Ningbo Zhuyue | Refers to | The wholly-owned sub-subsidiary of the controlling shareholder, MECCA INTERNATIONAL HOLDING (HK) LIMITED |
| Pecil Property | Refers to | The wholly-owned sub-subsidiary of the controlling shareholder, MECCA INTERNATIONAL HOLDING (HK) LIMITED |
| Reporting Period | Refers to | From January 1, 2023 to December 31, 2023 |
| 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 |
Ningbo Tuopu Group Co., Ltd. Annual Report 2023
| 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 |
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 | From 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 | 2023 | 2022 | Increase/decrease compared with previous year (%) | 2021 | ||
| After change | Before change | After change | Before change | |||
| Operating income | 19,700,560,430.00 | 15,992,821,677.50 | 15,992,821,677.50 | 23.18 | 11,462,693,679.86 | 11,462,693,679.86 |
| Net profit attributable to shareholders of the listed Company | 2,150,642,258.47 | 1,700,208,711.12 | 1,700,131,795.33 | 26.49 | 1,017,497,956.30 | 1,017,253,691.77 |
Ningbo Tuopu Group Co., Ltd. Annual Report 2023
| Net profit attributable to shareholders of the listed company after deducting non-recurring gains and losses | 2,021,006,456.66 | 1,655,627,050.66 | 1,655,550,134.87 | 22.07 | 970,838,543.08 | 970,594,278.55 |
| Net cash flow generated by operational activities | 3,365,629,276.74 | 2,284,020,088.40 | 2,284,020,088.40 | 47.36 | 1,186,819,193.35 | 1,186,819,193.35 |
| At the year end of 2023 | At the year end of 2022 | Increase/decrease compared with previous year (%) | At the year end of 2021 | |||
| After change | Before change | After change | Before change | |||
| Net assets attributable to shareholders of the listed company | 13,784,379,600.93 | 12,129,700,520.61 | 12,129,379,340.29 | 13.64 | 10,589,011,458.60 | 10,588,767,194.07 |
| Total assets | 30,769,771,206.88 | 27,510,550,218.89 | 27,510,130,823.47 | 11.85 | 18,682,937,031.79 | 18,682,692,767.26 |
(2) Key Financial Indicators
| Key Financial Indicators | 2023 | 2022 | Increase/decrease compared with previous year (%) | 2021 | ||
| After change | Before change | After change | Before change | |||
| Basic Earnings per Share (RMB/Share) | 1.95 | 1.54 | 1.54 | 26.62 | 0.93 | 0.93 |
| Diluted Earnings per Share (RMB/Share) | 1.95 | 1.54 | 1.54 | 26.62 | 0.93 | 0.93 |
| Basic Earnings per Share after deducting non-recurring gains and losses (RMB/Share) | 1.83 | 1.50 | 1.50 | 22.00 | 0.88 | 0.88 |
| Weighted Average ROE | 16.61 | 15.02 | 15.02 | Increased by 1.59% | 10.35 | 10.35 |
| Weighted Average ROE after deducting non-recurring gains and losses (%) | 15.61 | 14.65 | 14.65 | Increased by 0.96% | 9.87 | 9.87 |
Notes to the key accounting data and financial indicators over the previous three years at the end of thereporting period
□Applicable √Non-applicable
On November 30, 2022, the Ministry of Finance issued Interpretation No. 16 of the AccountingStandards for Business Enterprises (Caijing [2022] No. 31, hereinafter referred to as “Interpretation No.16”), which sets out that “Deferred income taxes related to assets and liabilities arising from a singletransaction shall not be subject to the exemption from initial recognition” and “Accounting treatment”shall be effective from January 1, 2023. The “Accounting Treatment for Deferred Taxes on Assets andLiabilities Arising from Individual Transactions that are not Subject to the Initial RecognitionExemption” is effective from January 1, 2023 onwards.
Ningbo Tuopu Group Co., Ltd. Annual Report 2023
Interpretation No. 16 sets out that in the case of a single transaction that is not considered abusiness combination and has no impact on accounting profit or taxable income at the time ofoccurrence, the initial recognition of assets and liabilities resulting in taxable temporary differences anddeductible temporary differences in equal amounts should be excluded. This includes lease transactionswhere the lessee initially records a lease liability on the lease term commencement date and includes itin the assets with the right of use. Furthermore, if there is an abandonment obligation for a fixed asset orother asset, the initial recognition of an asset or liability is not required. The exemption from recognizingdeferred tax liabilities and assets at the initial stage does not apply to individual transactions, and theenterprise must recognize the corresponding deferred tax liabilities and assets when the transactionoccurs, following the guidelines of "ASBE No. 18 - Income Taxes" and other relevant regulations.If taxable temporary differences and deductible temporary differences arise from a singletransaction to which this provision applies that occurs between the beginning of the earliest period forwhich the financial statements are presented for the first time and the date of its application, as well aslease liabilities and right-of-use assets recognized at the beginning of the earliest period for which thefinancial statements are presented as a result of a single transaction to which the provision applies andthe recognition of projected liabilities related to abandonment obligations and the corresponding relatedassets,the company shall make adjustments in accordance with this provision.
The Company implemented this regulation from January 1, 2023, and made retrospectiveadjustments to the financial statements for the earliest period presented in accordance with therequirements of the above regulation.
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
(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 2023 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 | 4,468,569,793.40 | 4,691,881,251.12 | 4,991,259,279.17 | 5,548,850,106.31 |
| Net profit attributable to shareholders of the listed company | 450,206,774.38 | 643,817,921.14 | 503,029,200.18 | 553,588,362.77 |
| Net profit attributable to shareholders of the listed company after deducting non-recurring gains and losses | 420,343,848.91 | 606,915,184.85 | 473,367,741.91 | 520,379,680.99 |
| Net cash flow generated by | 679,210,826.78 | 546,910,607.84 | 1,471,164,949.38 | 668,342,892.74 |
Ningbo Tuopu Group Co., Ltd. Annual Report 2023
operatingactivities
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 2023 | Note (if applicable) | Amount in 2022 | Amount in 2021 |
| Gains and losses on disposal of non-current assets, including the write-off of the reserves for asset impairment | -8,196,144.37 | -8,160,326.70 | -1,620,899.20 | |
| Government grants recognized in profit or loss for the current period, except for government grants that are closely related to the Company's normal business operations, in compliance with national policies and in accordance with defined criteria, and that have a continuous impact on the Company's profit or loss | 154,398,450.86 | Section 10, XI | 62,111,199.70 | 35,898,407.13 |
| Gains and losses arising from changes in the fair value of financial assets and financial liabilities held by non-financial enterprises and gains and losses arising from the disposal of financial assets and financial liabilities, except for effective hedging business related to the Company's normal operating business | 5,949,475.57 | 10,324,869.65 | 252,506.50 | |
| Capital occupancy fees charged to non-financial enterprises recognized as current profit or loss Gains and losses on entrusted investment or asset management | ||||
| Gains and losses on entrusted investment or asset management | 17,563,635.87 | |||
| Gains and losses on entrusted external loans | ||||
| Losses on assets due to force majeure factors, such as natural disasters | ||||
| Reversal of provision for impairment of receivables individually tested for impairment | ||||
| Gain arising from the excess of |
Ningbo Tuopu Group Co., Ltd. Annual Report 2023
| the cost of investment in subsidiaries, associates and joint ventures over the fair value of the investee's identifiable net assets at the time of investment acquisition | ||||
| Net profit or loss of subsidiaries for the period from the beginning of the period to the date of consolidation arising from a business combination under the same control | ||||
| Gain or loss on exchange of non-monetary assets | ||||
| Gains or losses on debt restructuring | ||||
| One-time costs incurred by the enterprise due to the fact that the relevant business activities are no longer continuing, such as expenditures for the relocation of employees | ||||
| One-time impact on current profit or loss due to adjustments in tax, accounting and other laws and regulations | ||||
| One-time recognition of share-based payment expenses due to the cancellation or modification of the share incentive plan | ||||
| For cash-settled share-based payments, gains or losses arising from changes in the fair value of employee compensation payable after the feasible date of entitlement | ||||
| Gains or losses arising from changes in the fair value of investment properties subsequently measured using the fair value model | ||||
| Gains or losses arising from transactions where the transaction price is significantly less than fair value | ||||
| Gains or losses arising from contingencies not related to the Company's normal business operations | ||||
| Custody fee income from entrusted operations | ||||
| Non-operating income and expenses other than the above | 1,538,566.49 | -9,377,752.06 | 3,575,775.34 | |
| Other gains and losses items that fit the definition of non-recurring |
Ningbo Tuopu Group Co., Ltd. Annual Report 2023
| gains and losses | ||||
| Less：Impact of income tax | 24,244,688.81 | 10,896,170.83 | 8,942,931.42 | |
| Amount of influence of minority shareholders' equity (after tax) | -190,142.07 | -579,840.70 | 67,081.00 | |
| Total | 129,635,801.81 | 44,581,660.46 | 46,659,413.22 |
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 | 954,888.48 | 872,066.52 | -82,821.96 | -82,821.96 |
| Short-term financial products | 300,000,000.00 | 300,000,000.00 | ||
| Receivables Financing | 1,157,514,623.70 | 1,039,933,314.87 | -117,581,308.83 | 1,166,149.25 |
| Total | 1,158,469,512.18 | 1,340,805,381.39 | 182,335,869.21 | 1,083,327.29 |
XII. Other
□Applicable√Non-applicable
Section 3 Management Discussion and Analysis
Ⅰ. Discussion and Analysis of Operating ConditionsIn this reporting period, the automobile industry was vulnerable to unfavorable factors such aseconomic fluctuations, short supply of chips, and volatility of raw materials. During the reporting period,as driven by the positive factors including broad product line, system R&D capabilities andinnovation-intensive business pattern, the sales income and profit of the Company maintained rapidgrowth, and its business management activities were also boosted. More details are described below:
(1) Marketing and sales.
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 is paced up tofulfill the order request of strategic customers and deepen strategic partnerships.The Tier0.5 cooperation has been continuously promoted. In the domestic market, the company'scooperation with Huawei-Seres, Ideal, Chery, Great Wall, Xiaomi, BYD, Geely and other automobileenterprises is progressing rapidly, and the amount of components per vehicle is increasing. In theinternational market, the company and the United States of America's innovative car companies A
Ningbo Tuopu Group Co., Ltd. Annual Report 2023
customers, as well as FORD, GM, STELLANTIS and other traditional car companies are in the field ofNEVs to roll out ful-on cooperation.
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-Seres, Lixiang, BYD, Xiaomi, SAIC, and Dongfeng, which in turn paves the way for long-termdevelopment.
(2) R&D and innovation.
During the reporting period, the Company has continued to invest in R&D and allocate resources tomaintain its leading position in R&D. The R&D expenses for the year reached RMB 986 million. As aresult of continuous R&D investment, the Company has successfully mass-produced its air suspensionsystem, cabin comfort actuator, IBS, EPS, and other projects. The product line is expanding steadily.
(3) Setup of Electric Drive Division
Robotics is a highly promising emerging industry in today's society, with applications in intelligentmanufacturing, medical care, and services. It has the potential to liberate labor and improve the qualityof human life. Based on predictions from institutions, it is anticipated that robots will replace hundredsof millions of jobs worldwide in the future. The global robotics industry has the potential to reach acapacity of up to one hundred trillion dollars, indicating a vast market space and exemplifying a new eraof productivity. With the rapid advancement of AI and other innovative technologies, along with anaging population, the robotics industry is experiencing a period of rapid growth.
The company has dedicated extensive time and resources to research and develop the IBS project,focusing on the intelligent brake system. As a result, they have acquired a profound technical expertisein various areas such as machinery, deceleration mechanism, motor, electric control, and software. Thishas allowed them to expand their business horizontally into other areas such as thermal managementsystem, intelligent steering system, air suspension system, cabin comfort actuator, and robotic electricactuator. Robotic actuators, which consist of linear actuators and rotary actuators, are crucialcomponents of robots. These actuators need to meet specific technical requirements such as lightweight,miniaturization, and low-power consumption in order to simulate human motions and achieve MDOFflexibility. However, attaining these goals requires overcoming numerous engineering design limitationsand integrating various components such as motors, reduction mechanisms, sensors, encoders, drives,controllers, and communication systems. Consequently, the structure and technology involved in roboticactuators are complex and intense.
The company's core strengths in the robot actuator business lie in several key areas. Firstly, theypossess the capability to independently develop various types of motors, including permanent magnetservo motors and frameless motors. Secondly, they have experience in integrating motors, gearheads,and controllers. Thirdly, they have precision machining capabilities. Lastly, they have the ability tosynergize different research and development resources as well as testing resources. These core strengthsenhance the company's strong competitiveness in the field, enabling them to secure a larger marketshare.
The company has repeatedly sent samples of its electric drive actuators and rotary actuators forrobots to customers, which in turn gives it recognition and praise. This has led to rapid progress in theproject.
To simulate human movement, each robot requires numerous motion actuators, each valued at tensof thousands of RMB. The market potential for these actuators is immense. Recognizing the opportunityin the robot industry, the company has strategically decided to set up the Electric Drive Division. Thisdivision will operate independently with its own management structure and a skilled professional team.Additionally, the company will integrate various advantageous resources to create favorable conditionsfor the division's rapid development.
The setup of the Electric Drive Division reflects the company's dynamic adjustment andimplementation of its strategy. By leveraging advantageous resources and assembling a talented team,the company aims to focus on its core business and provide strategic protection for its development.
While developing eight product lines for intelligent electric vehicles, the company is capitalizing onthe rapid growth of the robot industry. It is prioritizing and expanding key products and coretechnologies within the robot industry chain. This approach allows for synergistic development between
Ningbo Tuopu Group Co., Ltd. Annual Report 2023
the business of intelligent automobile components and the business of robot components. Ultimately,this lays a solid foundation for the company's sustained rapid growth.
(4) Capacity landscaping.
Based on the recent directives from the company, along with the anticipated increase in thepenetration of NEVs, the company is persistently executing its production capacity arrangement. Theconstruction and commencement of operations have been accomplished for approximately 1,100 mu ofplants, including Hangzhou Bay phases VI and VII, Chongqing plant, Huzhou plant, and AnhuiShouxian plant. Furthermore, the planning and execution of Hangzhou Bay phases VIII and IX, Xi'anplant, and Mexico plant are also being expedited.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.
(5) 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.
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 a large number of technical talents led to rapid increase ofR&D expenses. The demand for capacity boost resulted in a sharp increase of capital expenditures andhigher ratios of depreciation and amortization. In future, the volume production and sales growth areexpected to spread R&D cost, capital expenditures and miscellaneous cost, and there is more room forgross margin.
(6) 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 duration of volume production to the extent possible.
(7) 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 2023, the installed photovoltaic capacity is
127.55 MW, the annual power generation will reach 130.3944 million kWh, and the carbon dioxideemissions will be reduced by 130,003.18 tons a year. In future, efforts will be intensified to broaden thescope of distributed photovoltaic power plants, and a package of initiatives will be taken to scale downcarbon emissions and attain the goal of zero-carbon factory step by step.
(8) Refinancing.
The Company's refinancing project was completed in January 2024 with proceeds of approximatelyRMB 3,498 million.. In turn, it further enhances the financial strength, seizes the opportunity fordeveloping NEV, and accelerate the development of various projects. With the drastic growth of salesand profits, its own cash flow will cover, even outrun capital expenditures, and subsequent externalfinancing will reduce.
II. Industry landscaping during the reporting period
It has been reported that about 59.414 million units of passenger cars were sold globally in 2023, upby 9.5% over the previous year; in which, about 25.995 million units were sold in China, up by 10.4%over the previous year. About 12.709 million units of new energy passenger vehicles were sold globally,up by 31.4% over the previous year, which accounts for 21.4% of the global sales; in which, about 8.967million units were sold in China, up by 37.0% over the previous year, which accounts for 34.5% of thedomestic sales.
Ningbo Tuopu Group Co., Ltd. Annual Report 2023
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.
2. Business process and operation pattern
IV. Analysis of core competitiveness during the reporting period
√Applicable □Non-applicable
Currently, the swift advancement of cutting-edge global science and technology has accelerated theprogress of AI. Intelligent driving and robotics stand out as crucial AI sectors that are reshaping humanexistence, offering vast market opportunities. The NEVs track in which the Company is currentlyengaged heralds the market capacity at trillion-level, its enormous potential of market development, longbusiness life cycle, technology-intensive, capital-intensive, and the call for reshaping the existingcompetitive landscape, pinpoint a historical opportunity for the Company to achieve spinningdevelopment.
In the course of 40 years after founding, the Company has been consistently enhancing overallcompetitiveness, raised the competition 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 alternative design of the robotic electric drive actuator by the company holds significantpotential for the multi-billion-dollar track of mankind's future, offering broad development prospects.
Ningbo Tuopu Group Co., Ltd. Annual Report 2023
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, andhydraulic 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. Robotic 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 control
Ningbo Tuopu Group Co., Ltd. Annual Report 2023
and 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. Thecompany proves the capacity to further broaden the range of products, establishing the groundwork forachieving the "Technology-intensive Tuopu".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 andabroad. 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.
Ningbo Tuopu Group Co., Ltd. Annual Report 2023
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.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 2023
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 1.9701 billion, anincrease of 23.18% over the previous period; total profit was RMB 2.462 billion, an increase of 25.63over the previous period; the net profit attributable to shareholders of the listed company was RMB
2.151 billion, an increase of 26.49% over the previous period.
In accordance with accounting standards, the Company initially and subsequently measured theconvertible bonds held at amortized cost, and recognized finance costs of RMB 86,487,400 and actualinterest expenses payable of RMB 7,341,800 for the reporting period, which, after deducting the effectof corporate income tax, reduced the profit of the period by RMB 67,273,800.
The Company adhered to accounting standards and exercised prudence by fully providing for baddebts in relation to accounts receivable of RMB 123,600,500 from Human Horizons and that of RMB28,980,300 from WM Motor. This provision, taking into account the deferred income tax factor, resultedin a total reduction of RMB 114,435,600 in the current period profit.
Throughout the reporting period, the Company generated a net cash flow of RMB 3.366 billionfrom operating activities. Additionally, there was a cash outflow of RMB 4.487 billion from investingactivities, with RMB 3.177 billion allocated towards the purchase and construction of fixed assets andother long-term assets. This strategic allocation aimed to adequately prepare the Company for the rapidgrowth of the new energy automobile market and enhance its competitive barriers.
As of the end of this report, the Company's total assets reached RMB 30.770 billion, reflecting an
11.85% increase compared to the previous year-end. Furthermore, total liabilities amounted to RMB
16.955 billion, indicating a 10.46% increase compared to the end of last year. The asset-liability ratio
Ningbo Tuopu Group Co., Ltd. Annual Report 2023
stood at 55.10%, while the owner's equity attributable to the parent company amounted to RMB 13.784billion, representing a 13.64% increase compared to the end of last year.
(1) Analysis of main business operations
1. Analysis of changes in related items in the income statement and cash flow statementUnit：Yuan Currency：RMB
| Subject | Amount in the current period | Amount in previous period | Change as percentage (%) |
| Operating income | 19,700,560,430.00 | 15,992,821,677.50 | 23.18 |
| Operating cost | 15,163,117,900.35 | 12,535,999,713.52 | 20.96 |
| Cost of sales | 258,824,636.84 | 220,240,238.99 | 17.52 |
| Overhead expenses | 543,720,741.04 | 423,280,764.94 | 28.45 |
| Financial expenses | 85,748,537.01 | -12,003,288.51 | -814.38 |
| R&D cost | 986,403,005.39 | 750,718,588.09 | 31.39 |
| Net cash flow from operating activities | 3,365,629,276.74 | 2,284,020,088.40 | 47.36 |
| Net cash flows from investing activities | -3,410,258,600.39 | -5,105,820,338.36 | NA |
| Net cash flow from financing activities | -71,428,358.13 | 4,296,748,972.35 | 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 the Companyduring the current period
□Applicable√Non-applicable
2. Analysis of revenue and cost
√Applicable □Non-applicable
Ningbo Tuopu Group Co., Ltd. Annual Report 2023
The revenue and cost of the Company in 2023 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 | 18,728,035,198.12 | 14,616,118,265.90 | 21.96 | 22.09 | 20.58 | Increased by 0.98% |
| Main business operations by product | ||||||
| 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 (%) |
| Vibration control parts | 4,299,080,180.82 | 3,256,222,215.87 | 24.26 | 11.04 | 10.77 | Increased by 0.19% |
| Trimming system | 6,576,507,664.35 | 5,262,936,727.88 | 19.97 | 20.39 | 18.99 | Increased by 0.94% |
| Chassis System | 6,122,224,689.00 | 4,700,439,675.72 | 23.22 | 37.73 | 34.25 | Increased by 1.99% |
| Mechatronic system | 180,632,502.96 | 141,112,972.76 | 21.88 | -5.77 | -1.60 | Decreased by 3.31% |
| Thermal management system | 1,547,735,833.31 | 1,255,058,987.23 | 18.91 | 13.08 | 12.63 | Increased by 0.32% |
| Elective drive system | 1,854,327.68 | 347,686.44 | 81.25 | NA | NA | NA |
| 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 | 12,955,128,525.30 | 10,200,604,729.47 | 21.26 | 19.00 | 15.94 | Increased by 2.07% |
| Overseas | 5,772,906,672.82 | 4,415,513,536.43 | 23.51 | 29.64 | 32.85 | Decreased by 1.85% |
| Condition of main business operations by selling pattern | ||||||
| Selling pattern | Operating income | Operating cost | Gross profit rate | Increase/Decrease of operating income over the previous | Increase/Decrease of operating cost over the previous year | Increase/Decrease of gross profit rate over the previous year |
Ningbo Tuopu Group Co., Ltd. Annual Report 2023
| (%) | year (%) | (%) | (%) | |||
| Direct selling | 18,728,035,198.12 | 14,616,118,265.90 | 21.96 | 22.09 | 20.58 | Increased by 0.98% |
(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 | In 10,000 sets | 927.65 | 916.65 | 214.37 | 6.78 | 7.73 | 5.41 |
| Trimming system | In 10,000 sets | 785.56 | 786.66 | 11.98 | 15.37 | 15.78 | -8.41 |
| Chassis System | In 10,000 sets | 565.82 | 559.11 | 45.55 | 32.93 | 36.47 | 17.28 |
| Mechatronic system | In 10,000 sets | 66.77 | 64.98 | 6.42 | -10.05 | -11.18 | 38.62 |
| Thermal management system | In 10,000 sets | 63.70 | 61.91 | 5.43 | 13.06 | 13.08 | 49.18 |
| Electric drive system | In 10,000 sets | 0.02 | 0.02 | 0.00 | NA | NA | NA |
(3) Performance condition of major purchase and sales contracts
□Applicable √Non-applicable
(4). Cost analysis
Unit：Yuan
| Summary by industry | |||||||
| By industry | Cost breakdown | 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 |
| Automobile parts | Direct cost of material | 11,337,952,508.94 | 77.57 | 9,436,338,153.53 | 77.85 | 20.15 | |
Ningbo Tuopu Group Co., Ltd. Annual Report 2023
| Automobile parts | Direct cost of labor service | 932,656,152.87 | 6.38 | 808,107,949.22 | 6.67 | 15.41 | |
| Automobile parts | Manufacturing expenses | 2,345,509,604.09 | 16.05 | 1,877,181,081.53 | 15.49 | 24.95 | |
| 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 | 2,401,209,569.29 | 16.43 | 2,183,168,142.36 | 18.01 | 9.99 | |
| Vibration control parts | Direct cost of labor service | 275,227,808.84 | 1.88 | 253,940,790.12 | 2.09 | 8.38 | |
| Vibration control parts | Manufacturing expenses | 579,784,837.74 | 3.97 | 502,462,508.08 | 4.15 | 15.39 | |
| Trimming system | Direct cost of material | 4,099,137,227.19 | 28.05 | 3,407,561,972.75 | 28.11 | 20.30 | |
| Trimming system | Direct cost of labor service | 284,105,131.10 | 1.94 | 253,322,301.28 | 2.09 | 12.15 | |
| Trimming system | Manufacturing expenses | 879,694,369.59 | 6.02 | 762,114,471.29 | 6.29 | 15.43 | |
| Chassis System | Direct cost of material | 3,618,234,791.20 | 24.75 | 2,721,667,458.92 | 22.45 | 32.94 | |
| Chassis System | Direct cost of labor service | 329,987,910.74 | 2.26 | 269,610,868.71 | 2.22 | 22.39 | |
| Chassis System | Manufacturing expenses | 752,216,973.78 | 5.14 | 510,066,426.13 | 4.21 | 47.47 | |
| Mechatronic system | Direct cost of material | 122,595,279.76 | 0.84 | 129,005,134.03 | 1.06 | -4.97 | |
| Mechatronic system | Direct cost of labor service | 10,277,989.42 | 0.07 | 5,924,335.05 | 0.05 | 73.49 | |
| Mechatronic system | Manufacturing expenses | 8,239,703.58 | 0.06 | 8,472,064.20 | 0.07 | -2.74 | |
| Thermal management system | Direct cost of material Direct cost of material | 1,096,570,837.90 | 7.50 | 994,935,445.47 | 8.21 | 10.22 | |
| Thermal management system | Direct cost of labor service | 32,966,773.25 | 0.23 | 25,309,654.06 | 0.21 | 30.25 | |
| Thermal | Manufacturi | 125,521,376.08 | 0.86 | 94,065,611.83 | 0.78 | 33.44 | |
Ningbo Tuopu Group Co., Ltd. Annual Report 2023
| management system | ng expenses | ||||||
| Electric drive system | Direct cost of material | 204,803.60 | 0.00 | - | - | - | |
| Electric drive system | Direct cost of labor service | 90,539.52 | 0.00 | - | - | - | |
| Electric drive system | Manufacturing expenses | 52,343.32 | 0.00 | - | - | - |
(5).Changes in the scope of consolidation due to changes in the equity of major subsidiariesduring the 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
The sales amount from the top five customers is RMB 12,497.8021 million, in 63.44% 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
The purchase amount from the top five suppliers is RMB 2,790.2592 million, in 24.95% 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 | 2023 | 2022 | Change as Percentage (%) | Reason for Change |
| Cost of sales | 258,824,636.84 | 220,240,238.99 | 17.52 | Attributed to an increase in sales service fees and business entertainment |
Ningbo Tuopu Group Co., Ltd. Annual Report 2023
| expenses in the current period | ||||
| Overhead expenses | 543,720,741.04 | 423,280,764.94 | 28.45 | Attributed to an increase of the number of management staff and of salary paid to them in the current period |
| Financial expenses | 85,748,537.01 | -12,003,288.51 | -814.38 | Attributed to an increase in exchange gains in the current period |
| R&D cost | 986,403,005.39 | 750,718,588.09 | 31.39 | 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 | 986,403,005.39 |
| Capitalized R&D investment in the current period | 0.00 |
| Total R&D investment | 986,403,005.39 |
| Total R&D investment as a percentage of operating income (%) | 5.01 |
| Number of R&D members in the Company | 0.00 |
(2) List of R&D specialists
√Applicable □Non-applicable
| Number of R&D specialists | 3,679 |
| R&D specialists as a percentage of total staff members (%) | 18.84 |
| 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 | 176 |
| Holders of bachelor degree | 1,690 |
| Holders of college degree | 1,804 |
| Holders of high school degree or below | 0 |
| Age group of R&D specialists | |
| Kind of age group | Number of specialists by age group |
| Below 30 (excluding 30) | 1,322 |
| 30-40 (including 30, excluding 40) | 1,560 |
| 40-50 (including 40, excluding 50) | 725 |
| 50-60 (including 50, excluding 60) | 72 |
| 60 and above | 0 |
(3). Particulars
□Applicable √Non-applicable
Ningbo Tuopu Group Co., Ltd. Annual Report 2023
(4) Reasons for major changes in the structure of R&D specialists and the impact on the futuredevelopment of the Company
□Applicable √Non-applicable
5. Cash flow
□Applicable √Non-applicable
| Subject | 2023 | 2022 | Change as percentage (%) | Reason for change |
| Net cash flow from operating activities | 3,365,629,276.74 | 2,284,020,088.40 | 47.36 | Attributed to an increase of the payment received in the current period |
| Net cash flow from investing activities | -3,410,258,600.39 | -5,105,820,338.36 | 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 | -71,428,358.13 | 4,296,748,972.35 | 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 2023
(3) Analysis of assets and liabilities
√Applicable □Non-applicable
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 |
| Trading financial assets | 300,872,066.52 | 0.98 | 954,888.48 | 0.00 | 31,408.61 | Attributed to the decrease in the amount of financial products purchased in the current period |
| Notes receivable | 554,030,607.88 | 1.80 | 410,801,964.08 | 1.49 | 34.87 | Attributed to the substantial increase in operating income in the current period resulting in an increase in the amount of accounts receivable |
| Other receivable | 89,762,378.31 | 0.29 | 140,748,361.64 | 0.51 | -36.22 | Attributed to the increase in the deposit and security deposit paid in the current period |
| Other Current Assets | 283,924,859.25 | 0.92 | 208,497,764.18 | 0.76 | 36.18 | Attributed to the increase in VAT set-aside during the period |
| Fixed Assets | 11,518,327,615.38 | 37.43 | 8,725,700,134.49 | 31.72 | 32.00 | Attributed to the increase in newly purchased machinery and equipment and the conversion of newly constructed plants to fixed assets during the period. |
| Right-of-use Assets | 340,623,222.02 | 1.11 | 89,083,423.67 | 0.32 | 282.36 | Attributed to the increase in the recognition of |
Ningbo Tuopu Group Co., Ltd. Annual Report 2023
| right-of-use assets in accordance with the “New Leasing Standards” during the period. | ||||||
| Other Non-current Assets | 292,058,305.82 | 0.95 | 754,078,748.57 | 2.74 | -61.27 | Attributed to the decrease of prepayment for construction and equipment in the current period |
| Payroll payable | 353,499,479.48 | 1.15 | 268,698,963.77 | 0.98 | 31.56 | Attributed to the increase in salary payable balance due to the increase in staff during the period. |
| Tax due | 271,156,762.61 | 0.88 | 170,226,721.86 | 0.62 | 59.29 | Attributed to the increase in VAT payable, enterprise income tax payable and residual insurance premium payable at the end of the period. |
| Non-current liabilities due within one year | 1,290,220,025.19 | 4.19 | 23,450,209.53 | 0.09 | 5,401.96 | Attributed to the reclassification of long-term loans due within one year to this account. |
| Other current liabilities | 1,690,671.66 | 0.01 | 166,036,174.17 | 0.60 | -98.98 | Attributed to the decrease in finance lease borrowings during the period |
| Lease liabilities | 298,078,535.61 | 0.97 | 67,084,816.51 | 0.24 | 344.33 | Attributed to the increase in lease liabilities recognized in accordance with the “New Leasing Standards” during the period. |
| Deferred Income Tax Liabilities | 66,838,020.68 | 0.22 | 113,023,332.3 | 0.41 | -40.86 | Attributed to the decrease in net deferred tax assets and deferred tax liabilities at the end of the period. |
Ningbo Tuopu Group Co., Ltd. Annual Report 2023
2. Overseas assets
Applicable □Non-applicable
(1) Scale of assets
Including: overseas assets RMB 1,888,578,916.23 (Unit: Yuan Currency: RMB), in 6.14 % of totalassets.
(2) Explanation for the reason why overseas assets account for a higher percentageApplicable □Non-applicable
3. Major asset restrictions as of the end of the reporting period
Applicable □Non-applicable
Unit：Yuan
| Item | Book balance at the end of the period | Book value at the end of the period | Reason for restricted use |
| Monetary Funds | 541,429,058.76 | 541,429,058.76 | Security deposit |
| Notes receivable | 482,580,085.17 | 480,750,837.88 | Pledge |
| Receivable financing | 438,059,635.51 | 438,059,635.51 | Pledge |
| Fixed assets | 964,846,332.80 | 664,318,107.19 | Mortgage |
| Investment real estate | 24,529,646.86 | 8,501,803.54 | Mortgage |
| Intangible Assets | 215,968,916.82 | 167,242,044.27 | Mortgage |
| Total | 2,667,413,675.92 | 2,300,301,487.15 |
4. Other Notes
□Applicable √Non-applicable
(4) Analysis of industry operational information
□Applicable √Non-applicable
Ningbo Tuopu Group Co., Ltd. Annual Report 2023
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 2023
(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
ⅰ.Condition of purchased landOn 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 state-owned constructionland in Xi’an for a consideration of RMB 33.87 million, the area of this parcel is about 120 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 base for NEV product lines by phase. | The housing structure has been completed, with equipment under installation and test run. |
| 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. | The housing structure has been completed, with equipment under installation and test run. |
| 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. | The main structure is under construction. |
Ningbo Tuopu Group Co., Ltd. Annual Report 2023
| 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. | The company intends to lease instead of building its own factory, and has leased three phases of factory buildings in Mexico successively, and is currently reconstructing factory buildings. |
| 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. | The main structures of Workshop B and Workshop C are all completed, with the flooring of Workshop A under construction. |
3. Financial assets measured at fair value
□Applicable √Non-applicable
Unit: yuan Currency: RMB
| Asset category | Amount at beginning of period | Gain/loss on fair value changes during the period | Cumulative fair value changes included in equity | Impairment provided during the period | Amounts purchased during the period | mounts sold/redeemed during the period | A Other changes | Amount at end of period |
| Equity instruments | 954,888.48 | -82,821.96 | 872,066.52 | |||||
| Short-term financial products | 1,310,000,000.00 | 1,010,000,000.00 | 300,000,000.00 | |||||
| Receivables financing | 1,157,514,623.70 | 2,759,037,229.63 | 2,877,784,687.71 | 1,166,149.25 | 1,039,933,314.87 | |||
| Total | 1,158,469,512.18 | -82,821.96 | 4,069,037,229.63 | 3,887,784,687.71 | 1,166,149.25 | 1,340,805,381.39 |
Ningbo Tuopu Group Co., Ltd. Annual Report 2023
Securities Investment
□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 2023
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 2023
(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 |
| NINGBO TUOPU AUTOMOBILE ELECTRONICS CO.,LTD. | 250,000.00 | 668,469.93 | 231,617.86 | 436,852.06 | 586,608.13 | 78,726.53 |
| TUOPU ELECTRIC VEHICLE THERMAL MANAGEMENT SYSTEM (NINGBO) CO.,LTD. | 383,600.00 | 486,872.82 | 100,365.01 | 386,507.81 | 205,925.99 | 637.89 |
| NINGBO TUOPU IMP.& EXP. CORP. | 20,000.00 | 75,091.21 | 24,482.67 | 50,608.54 | 378,112.74 | 22,367.65 |
| NINGBO TUOPU AUTOMOBILE PARTS CO.,LTD. | 20,000.00 | 114,476.67 | 95,136.01 | 19,340.66 | 808,543.01 | -4,761.30 |
| NINGBO TUOPU VIBRO-ACOUSTICS TECHNOLOGY CO.,LTD. | 20,000.00 | 158,626.08 | 133,254.16 | 25,371.92 | 612,871.89 | 3,569.28 |
| ZHEJIANG TOWIN AUTOMOBILE PARTS CO.,LTD. | 18,000.00 | 55,920.40 | 7,149.83 | 48,770.56 | 30,356.50 | -230.49 |
| SUINING TUOPU AUTOMOBILE CHASSIS SYSTEM CO.,LTD. | 15,000.00 | 40,627.01 | 11,219.87 | 29,407.14 | 49,947.39 | 6,342.00 |
| TUOPU POLAND CO.,LTD. | 1,800.00 | 12,910.55 | 7,726.37 | 5,184.19 | 56,263.85 | 5,790.74 |
| NINGBO TUOPU | 51,490.00 | 89,107.64 | 27,609.48 | 61,498.16 | 74,768.76 | 7,281.73 |
Ningbo Tuopu Group Co., Ltd. Annual Report 2023
| CHASSIS SYSTEM CO.,LTD. | ||||||
| HUNAN TUOPU | 72,259.00 | 103,950.15 | 28,557.56 | 75,392.59 | 63,460.25 | 4,385.47 |
| TUOPU SKATEBOARD CHASSIS（NINGBO) CO., LTD. | 163,301.00 | 200,234.78 | 45,933.84 | 154,300.94 | 11,073.00 | -6,894.05 |
| TUOPU NORTH AMERICA LIMITED | 5.00 | 6,440.61 | 6,922.67 | -482.07 | 129,405.03 | 37.95 |
| TUOPU ELECTRICAL APPLIANCES | 5,000.00 | 32,803.06 | 12,968.31 | 19,834.75 | 34,206.62 | 7,260.03 |
| NINGBO BORGERS | 2,100.00 | 14,709.74 | 6,396.57 | 8,313.17 | 35,327.51 | -7,658.51 |
Ningbo Tuopu Group Co., Ltd. Annual Report 2023
(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 0.5
Ningbo Tuopu Group Co., Ltd. Annual Report 2023
cooperation with customers, lead the revolution of the relations between car makers and auto partssuppliers, 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 RMB 30,000 and these product lines are accessible to enormouspotentials of expansion.The Company is also developing robot motion actuators, as it identifies anenormous market 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
Ningbo Tuopu Group Co., Ltd. Annual Report 2023
In 2024, 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.
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 in Phase 8 and 9 of factories based in Qianwan NewArea, as well as Xi’an factory this year. The domestic capacity deployment has virtually wrapped up andsubsequent projects will enter the harvesting period step 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 productionsystem for cost cut-down.Specific management will be available for new factories to put production intooperation and transit from loss to profit as soon as practicable.
5. Intelligent manufacturing. Efforts will be continued to boost the construction of digitalbenchmark factories. And the full-scale volume production of automotive electronics will be realized.
In addition, other works undertaken by the Company, including quality control, lean production,system innovation, are pushed forward.
(4) Potential risks
√Applicable □Non-applicable
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.
Ningbo Tuopu Group Co., Ltd. Annual Report 2023
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 underthe standards due to inapplicability of the standards or special reasons such as state secrets andbusiness secrets
□Applicable √Non-applicable
Section 4 Corporate Governance
I. 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
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.
Ningbo Tuopu Group Co., Ltd. Annual Report 2023
4. Supervisors and Board of Supervisors
The Board of Supervisors consists of 3 supervisors including 1 supervisor as staff representative,and has laid down the “Rules of Proceedings of Board of Supervisors”. The supervisors earnestlyperformed their duties, and to hold accountable for shareholders, they oversaw significant mattersincluding amendment to the Articles of Association, placement of guarantee to subsidiaries, regularreports, major production and operation decisions, use of proceeds, the initiation of non-public offerings,and related party 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 tomaintain the independence of the company-specific assets, persons, finance, organization andbusiness, as well as the solutions, updates on work and follow-up plans that are anticipated toinfluence its independence
□Applicable √Non-applicable
Conduct of the same or similar business as the Company by the controlling shareholder, actual controllerand other entities under their respective control, influence of peer-to-peer competition or the drasticchanges of peer-to-peer competition on the Company, countermeasures taken, updates on solution andfollow-up solution plan.
□Applicable √Non-applicable
III. Brief Information about General Meetings
| Session | Date of convention | The search index of the specified website to publish resolutions | Date of disclosure to publication of resolutions | Resolution |
| The first extraordinary | March 13, 2023 | www.sse.com.cn | March 14, 2023 | More details are available in “Bulletin on Resolutions of |
Ningbo Tuopu Group Co., Ltd. Annual Report 2023
| general meeting 2023 | the First Extraordinary General Meeting 2023 of Tuopu Group (Bulletin #: 2023-015) | |||
| The first extraordinary general meeting 2022 | June 19, 2023 | www.sse.com.cn | June 20, 2023 | More details are available in “Bulletin on Resolutions of the Extraordinary General Meeting 2022 of Tuopu Group (Bulletin #: 2023-050) |
| The second extraordinary general meeting 2023 | October 19, 2023 | www.sse.com.cn | October 20, 2023 | More details are available in “Bulletin on Resolutions of the Second Extraordinary General Meeting 2023 of Tuopu Group (Bulletin #: 2023-070) |
| The third extraordinary general meeting 2023 | December 27, 2023 | www.sse.com.cn | December 28, 2023 | More details are available in “Bulletin on Resolutions of the Third Extraordinary General Meeting 2023 of Tuopu Group (Bulletin #: 2023-084) |
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 four general meetings. These meetings areconvened and held under the applicable laws, regulations and these "Articles of Association"; thepersons present at and convening such meetings hold legal and valid qualifications; the voting procedureis consistent with the applicable relevant laws, regulations, normative documents and these "Articles ofAssociation". The voting results are legal and valid.
Ningbo Tuopu Group Co., Ltd. Annual Report 2023
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 | President, Director | Male | 60 | 2023-10-19 | 2026-10-18 | 7,210,308 | 7,210,308 | 0 | 0 | No | |
| Wu Haonian | Vice President, Director | Male | 24 | 2023-10-19 | 2026-10-18 | 0 | 1,367,300 | 1,367,300 | Increased shares on the secondary market | 34.62 | No |
| Wang Bin | Director, President | Male | 49 | 2023-10-19 | 2026-10-18 | 300 | No | ||||
| Pan Xiaoyong | Director, Vice President | Male | 44 | 2023-10-19 | 2026-10-18 | 550 | No | ||||
| Wu Weifeng | Director, Vice President | Male | 47 | 2023-10-19 | 2026-10-18 | 450 | No | ||||
| Wang Weiwei | Director | Male | 41 | 2023-10-19 | 2026-10-18 | 200 | No | ||||
| Zhao Xiangqiu | Independent director | Female | 54 | 2023-10-19 | 2026-10-18 | 5.17 | No | ||||
| Wang Yongbin | Independent director | Male | 67 | 2023-10-19 | 2026-10-18 | 5.17 | No |
Ningbo Tuopu Group Co., Ltd. Annual Report 2023
| Xie Huajun [Note] | Independent director | Female | 47 | 2023-10-19 | 2026-10-18 | 1.42 | No | ||||
| Wang Mingzhen | Board Secretary | Male | 45 | 2023-10-19 | 2026-10-18 | 72 | No | ||||
| Yan Qunli | Chairman of Board of Supervisors, Supervisor | Male | 52 | 2023-10-19 | 2026-10-18 | 76 | No | ||||
| Duan Xiaocheng | Supervisor | Male | 42 | 2023-10-19 | 2026-10-18 | 120 | No | ||||
| Li Weiguo | Staff representative, supervisor | Male | 52 | 2023-10-19 | 2026-10-18 | 28 | No | ||||
| Jiang Kaihong | Vice President | Male | 53 | 2023-10-19 | 2026-10-18 | 200 | No | ||||
| Hong Tieyang | Financial Director | Male | 46 | 2023-10-19 | 2026-10-18 | 70 | No | ||||
| Zhou Ying [Note] | Independent director | Female | 47 | 2020-10-19 | 2023-10-18 | 0 | 400 | 400 | Increased shares after leaving office | 4.17 | No |
| Total | / | / | / | / | / | 7,210,308 | 8,578,008 | 1,367,700 | / | 2,116.55 | / |
Note 1: On October 2023, The fourth session of the Board of Directors of the Company held a general election upon the expiry of its term of office, Mrs. Zhou Yingceased to be an independent director due to the expiry of her term of office, and Mrs. Xie Huajun was elected as an independent director for the fifth session of theBoard of Directors.
| Name | Working Experience |
| Wu Jianshu | Formerly as President of Ningbo Tuopu Vibration Control System Co., Ltd., President of Ningbo Tuopu Soundproof System Co., Ltd., President of Ningbo Tuopu Coupling Co., Ltd., President of Ningbo Tuopu Automobile Special Rubber Co., Ltd., President of Ningbo Tuopu Brake System Co., Ltd. Currently in the capacity of President of MECCA INTERNATIONAL HOLDING (HK) LIMITED, President and Director of the Company. |
| Wu Haonian | Graduated from the University of Toronto, Canada on July 2023 and was elected as a director of the fifth session of the Board of Directors of the Company on October 2023 by the shareholders' meeting of the Company. Currently in the capacity of the Vice President 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 President (General Manager) of the Company. |
Ningbo Tuopu Group Co., Ltd. Annual Report 2023
| 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. |
| 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. |
| 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 Jifeng Co., Ltd. (603997.SH). |
| Wang Yongbin | Formerly taught students 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. |
| Xie Huajun | The deputy department manager of Ningbo Donghai Accounting Firm. The independent director of the Company, currently as an independent director of Jifeng Co., Ltd. (603997.SH). |
| 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. |
| Jiang Kaihong | Formerly as Vice General Manager of Ningbo Economic and Technological Development Zone Tuopu Industrial Co., Ltd., Director of the R&D Center of Ningbo Tuopu Vibration Control System Co., Ltd., General Manager of Ningbo Tuopu Automobile Parts Co., Ltd., and General Manager of the Electronic System Division of Ningbo Tuopu Brake System Co., Ltd. Currently in the capacity of the vice president (deputy general manager) of the Company and the senior general manager of Ningbo Ushone Electronic Chassis Co., Ltd. |
| 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. |
Ningbo Tuopu Group Co., Ltd. Annual Report 2023
Other Notes
□Applicable √Non-applicable
（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 | Shareholder | 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 |
| Xie Huajun | Ningbo Jifeng Auto Parts Co., Ltd. | Independent director | ||
| Zhao Xiangqiu | Ningbo Jifeng Auto Parts Co., Ltd. | Independent director | ||
| Wang Yongbin | NBTM New Materials Group 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 fixed by the Board of Directors. |
| Whether the Directors withdraw themselves from the Board's discussion of their remuneration matters | Yes |
| Particulars of the recommendations made by the Remuneration and Evaluation Committee or the special meeting of independent directors in respect of the remuneration of Directors, Supervisors and officers | The Remuneration and Evaluation Committee is of the view that the remuneration of the Directors, Supervisors and officers of the Company is in line with the remuneration level of the industry in which they are engaged and the actual operation of the Company, and that the procedures for granting the remuneration are strictly following the relevant provisions on appraisal and incentives, and in compliance with the relevant laws, regulations and provisions of these Articles of Association. |
| Basis for fixing the remuneration of directors, | Fixed according to the industry and local conditions, by referring to the comparable standard of similar listed companies and the actual |
| supervisors and officers | 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 21.1655 million (before tax) |
（4）Changes in directors, supervisors and officers
√Applicable □Non-applicable
| Name | Office held | Changes | Reason for change |
| Wu Haonian | Vice President, Director | Elected | General election |
| Xie Huajun | Independent Director | Elected | General election |
| Zhou Ying | Independent Director | Left | Leaving the office upon expiry of the term of office |
(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 28th Meeting of the Fourth Session of the Board of Directors | Feb.22, 2023 | The following proposals were considered and passed: 1. “Proposal on the Company's qualification of the conditions for the issuance of shares to specific targets” 2. “Proposal on Adjustment of the Company's Plan for Issuing Shares to Specific Targets in 2022” 3. “Proposal on <Ningbo Tuopu Group’s issue of A shares to Specific Targets (Revised)> in 2022” 4. “Proposal on the feasibility analysis report on the utilization of proceeds from the company's issue of A shares to specific targets” 5. ''Report on the demonstration and analysis of the company's proposal for the issue of a shares to specific targets” 6. “Proposal on the dilution of immediate returns from the issue of A shares by the Company to specific targets and the adoption of filling measures and commitments by relevant entities” 7. “Proposal to convene the first extraordinary shareholders' meeting of the Company in 2023” |
| The 29th Meeting of the Fourth Session of the Board of Directors | Apr.17, 2023 | The following motions were considered and passed: 1. “Proposal on the work report of the board of directors for 2022” 2. “Proposal on the performance report of independent directors for 2022” 3. “Proposal on the report of the audit committee of the Board of Directors for 2022” 4. “Proposal on the work report of the general manager for 2022” 5. “Proposal on the report on the financial accounts for 2022” 6. “Proposal on the 2022 internal control evaluation report” |
| 7. “Proposal the deposit and utilization of proceeds for 2022” 8. “Proposal on application for credit line from banks and non-bank financial institutions for 2023” 9. “Proposal on conducting bills pool business for 2023” 10. “Proposal for renewal of the appointment of audit organization for 2023” 11. “Proposal on the profit distribution for2022” 12. “Proposal on the full text and abstract of the annual report for 2022” 13. “Resolution on confirmation of connected transactions for 2022” 14. “Proposal on forecast of daily connected transactions for 2023” 15. “Proposal on the use of part of temporarily idle proceeds to entrust wealth management” 16. “Proposal on the use of part of temporarily idle proceeds to supplement liquidity” 17. “Proposal on requesting the convening of the Company's 2022 annual general meeting of shareholders” | ||
| The 30th Meeting of the Fourth Session of the Board of Directors | Apr.21, 2023 | The following proposals were considered and passed: 1. “Proposal on the First Quarterly Report of 2023” 2. “Proposal on not amending downward the conversion price of Tuopu Convertible Bonds” 3. “Proposal on the estimated total amount of external guarantees for 2023”. |
| The 31st Meeting of the Fourth Session of the Board of Directors | May 26, 2023 | The following proposals were considered and passed: 1. “Proposal on amending these Articles of Association” 2. “Proposal to confirm the remuneration of directors and officers of the Company for 2022” |
| The 32th Meeting of the Fourth Session of the Board of Directors | Aug.28, 2023 | The following proposals were considered and passed: 1. “Proposal on <Tuopu Group's 2023 Semi-annual Report> and its summary” 2, “Proposal on <Tuopu Group's 2023 Semi-annual Special Report on the deposit and use of proceeds>” |
| The 33th Meeting of the Fourth Session of the Board of Directors | Sep.27, 2023 | The following proposals were considered and passed: 1. “Proposal on the election of a new Board of Directors of the Company” 2. “Proposal on providing guarantees for rental of industrial plants for overseas subsidiaries” 3. “Proposal to convene the second extraordinary general meeting of shareholders for 2023” |
| The 1st Meeting of the Fifth Session of the Board of Directors | Oct.20, 2023 | The following proposals were considered and passed: 1. “Proposal on election of the chairman of the fifth session of the board of directors of the Company” 2. “Proposal on the election of the vice chairman of the fifth session of the board of directors of the Company” 3. “Proposal on election of members of specialized committees of the fifth session of the board of directors of the Company” 4. “Proposal on the appointment of general manager (president) of the Company” 5. “Proposal on appointment of deputy general manager (vice president) of the Company” 6. “Proposal on the appointment of secretary of the board of directors of the Company” 7. “Proposal on the appointment of financial controller of the Company” 8. “Proposal on the appointment of securities affairs representative |
of the Company”
9. “Proposal on the amendment of the independent director system
of Tuopu Group”
10. “Proposal on revising the annual reporting system of
independent directors of Tuopu Group”
| The 2nd Meeting of the Fifth Session of the Board of Directors | Oct.30, 2023 | The following proposal was considered and passed: 1. “Motion on <Tuopu Group Q3 Report for 2023” |
| The 3rd Meeting of the Fifth Session of the Board of Directors | Dec.8, 2023 | The following proposals were considered and passed: 1. “Proposal to extend the validity period of the resolution of the shareholders' general meeting on the issue of A shares by the Company to specific targets” 2. “Proposal to request the shareholders' meeting to extend the validity period of the authorization for the Board of Directors or the persons authorized by the Board of Directors to handle matters relating to the Company's issuance of A shares to specific targets” 3. “Proposal to convene the third extraordinary general meeting of shareholders for 2023” |
| The 4th Meeting of the Fifth Session of the Board of Directors | Dec.22, 2023 | The following proposal was considered and passed: 1. “Proposal on the provision of industrial plant rental guarantee for overseas subsidiaries” |
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 Jianshu | No | 10 | 10 | 0 | 0 | 0 | No | 4 |
| Wu Haonian | No | 4 | 4 | 0 | 0 | 0 | No | 1 |
| Wang Bin | No | 10 | 10 | 0 | 0 | 0 | No | 4 |
| Pan Xiaoyong | No | 10 | 10 | 0 | 0 | 0 | No | 4 |
| Wu Weifeng | No | 10 | 10 | 0 | 0 | 0 | No | 4 |
| Wang | No | 10 | 10 | 0 | 0 | 0 | No | 4 |
| Weiwei | ||||||||
| Zhao Xiangqiu | Yes | 10 | 10 | 0 | 0 | 0 | No | 4 |
| Wang Yongbin | Yes | 10 | 10 | 0 | 0 | 0 | No | 4 |
| Xie Huajun | Yes | 4 | 4 | 0 | 0 | 0 | No | 1 |
| Zhou Ying | Yes | 6 | 6 | 0 | 0 | 0 | No | 3 |
Notes to failure to be present in two consecutive meetings board meetings
□Applicable √Non-applicable
| Number of board meetings convened in the year | 10 |
| Including: number of on-site meetings | 10 |
| Number of meetings convened by communication means | 0 |
| Number of meetings convened on site by communication means | 0 |
(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
(1) . Members of special committees under the Board of Directors
| Category of Special Committees | Name of Member |
| Auditing Committee | Xie Huajun (Chairman and Convener), Wang Yongbin, Wang Weiwei |
| Nomination Committee | Wang Yongbin (Chairman and Convener), Zhao Xiangqiu, Wu Jianshu |
| Remuneration and Assessment Committee | Zhao Xiangqiu (Chairperson, Convener), Xie Huajun, Wu Jianshu |
| Strategy and Investment Committee | Wang Bin (Chairman, Convener), Pan Xiaoyong, Xie Huajun |
(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 |
| Apr.7, 2023 | The 10th meeting of the Audit Committee of the Fourth Session of the Board of Directors | The following matters were discussed and approved: 1. “Proposal on the report on the performance of the audit committee of the board of directors for 2022” 2. “Proposal on the report on the 2022 annual financial accounts” |
| 3. “Proposal on the 2022 internal control evaluation report” 4. “Proposal on the deposit and utilization of proceeds for 2022” 5. “Proposal on renewal of audit organization for 2023” 6. “Proposal on profit distribution for 2022” 7. “Proposal on the full text and summary of the annual report for the year 2022” 8. “Proposal on confirmation of connected transactions for 2022” 9. “Proposal on forecast of daily connected transactions for 2023” 10. “Proposal on the use of part of temporarily idle proceeds for entrusted wealth management” 11. “Proposal on using part of temporarily idle proceeds to supplement liquidity” | |||
| Apr.11,2023 | The 11th meeting of the Audit Committee of the Fourth Session of the Board of Directors | The following matter was discussed and approved: 1. “Proposal on the <2023 Q1 Report>” | |
| Aug.13, 2023 | The 12th meeting of the Audit Committee of the Fourth Session of the Board of Directors | The following matters were discussed and approved: 1. “Proposal on <Tuopu Group's 2023 Semi-annual Report> and its summary” 2. “Proposal on < Tuopu Group's 2023 Semi-annual Special Report on the Deposit and Utilization of Proceeds>” | |
| Oct.10, 2023 | The 1st meeting of the Audit Committee of the Fifth Session of the Board of Directors | The following matter was discussed and approved: 1. “Proposal on <Tuopu Group's 2023 Q3 Report>” |
(1). The Nomination Committee held the first meeting during the reporting period
| Date of convention | Session | Key Opinions and Suggestions | Other Circumstances about Performance of Duties |
| Oct.19, 2023 | The 1st Meeting of the Nomination Committee of the Fifth Session of the Board of Directors 2023 | Mr. Wang Bin, Mr. Pan Xiaoyong, Mr. Wu Weifeng, Mr. Jiang Kaihong, Mr. Wang Mingzhen and Mr. Hong Tieyang held the qualifications for appointment commensurate with the exercise of their powers and their qualifications for appointment are in compliance with the Company Law, the Rules Governing the Listing of Stocks on the Shanghai Stock Exchange and other applicable laws, regulations and regulatory documents. It |
| was unanimously agreed that the proposal for the appointment of senior management would be submitted to the 1st meeting of the Fifth Session of the Board of Directors of the Company for consideration. | |||
(2). The Remuneration and Assessment Committee held two meetings during the reporting period
| Date of convention | Session | Key Opinions and Suggestions | Other Circumstances about Performance of Duties |
| Apr.17, 2023 | Resolution passed at the 5th Meeting of the Compensation and Evaluation Committee of the Fourth Session of the Board of Directors | The following matters were discussed and approved: In 2022, the Company has strictly complied with the Labor Law; the management has been diligent; and the remuneration of all employees has been paid in a prompt and full manner by operation of law. | |
| Aug.15, 2023 | The 6th Meeting of the Compensation and Evaluation Committee of the Fourth Session of the Board of Directors | The following matters were discussed and approved: In the first half of 2023, the Company has strictly complied with the Labor Law; the management has been diligent; and the remuneration of all employees has been paid in a prompt and full manner by operation of law. |
(3). The Strategy and Investment Committee held one meeting during the reporting period
| Date of convention | Session | Key Opinions and Suggestions | Other Circumstances about Performance of Duties |
| Sept.18, 2023 | The 7th working meeting of the Strategy and Investment Committee of the Fourth Session of the Board of Directors | 1. “Proposal on providing guarantees for rental of industrial plants for overseas subsidiaries” |
(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) Particulars of Staff members
| Number of staff members serving the parent company | 5,987 |
| Number of staff members serving major subsidiaries | 13,541 |
| Total number of staff members in service | 19,528 |
| 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 | 11,156 |
| Marketing staff | 521 |
| Technical staff | 5,382 |
| Financial staff | 255 |
| Administrative staff | 2,214 |
| Total | 19,528 |
| Education Background | |
| Category of education | Number of members (persons) |
| Holders of doctoral, master degrees | 205 |
| Holders of bachelor degrees | 2,405 |
| Graduated from junior college, technical secondary school | 6,848 |
| Others | 10,070 |
| Total | 19,528 |
(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 policy is subject to a change from time to time as appropriate to development,personnel supply, and external industry salary conditions. In line with the sustainable development track,it will continue to solicit more elites 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 of Directors,and considered and approved the "Proposal on the Plan for Shareholder Dividends and Returns in theNext Three Years (2021-2023)". On 10 May 2021, the company held the 2020 Annual General Meetinat which the above proposal was consideredand approved. The cash dividend policy as contained in the"Shareholder Dividend Return Plan for the Next Three Years (2021-2023)" is described as follows:
Factors under consideration: The Company pinpoints long-term sustainable development. Given this,efforts should be done to consider the actual operating conditions, development goals, external financingenvironment, and the requirements and wills of investors, especially small and medium investors in allaspects, and establish a sustainable, stable, rational return planning and mechanism, making institutionalarrangements for dividend distribution, guarantee reasonable returns brought to investors, and ensure thecontinuity and stability of the dividend distribution policy.Drawing up principles: the Company applies a positive profit distribution policy and values reasonableinvestment returns for investors. The Company should maintain the continuity and stability of the profitdistribution policy while taking into account the long-term interests, the overall interests of allshareholders 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 the followingconditions 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:
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 generalmeeting, 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
The Company's 2022 annual general meeting, which was convened June 19, 2023, reviewed andapproved the profit distribution proposal for 2022 presented by the Board of Directors. According to thisproposal, a cash dividend of RMB4.63 per 10 shares (tax included) will be distributed to all shareholdersbased on the number of share capital registered on the date of registration of the share register for theequity distribution. The total number of shares of the Company as of December 31, 2022, was1,102,046,572 shares, resulting in a proposed total cash dividend of RMB 510,247,562.84 (tax included),with any remaining undistributed profit carried over to the following year. There will be nocapitalization of capital surplus or issuance of bonus shares for that year. In case of changes in the totalnumber of shares due to events like the conversion of convertible corporate bonds between the adoptionof the profit distribution plan and the share registration date for the equity distribution, the Companyplans to maintain the cash dividend of RMB 4.63 (tax included) per 10 shares and adjust the totalamount of cash dividends accordingly.The Company's ''Announcement on the Implementation of Tuopu Group's 2022 Annual EquityDistribution'' was made public on July 10, 2023. It stated that from the date of proposal adoption (June19, 2023) until the share registration date for the Equity Distribution, the Company's shares increasedfrom 1,102,048,294 to 1,102,048,322 due to the conversion of ''Tuopu Convertible Bonds''.Consequently, the profit distribution is based on the Company's total share capital of 1,102,048,322shares prior to the implementation of the plan. A cash dividend of RMB 0.463 (tax included) will bepaid per share, resulting in a total cash dividend of RMB 510,248,373.09. The payment of thesedividends was completed by the Company on July 17, 2023.
(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 |
(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 | 5.56 |
| Number of additional shares (stocks) every 10 shares | 4.5 |
| Amount of cash dividends (with tax included) | 646,503,387.61 |
| Net profit attributable to common shareholders of public company in the consolidated statement of dividend distribution year | 2,150,642,258.47 |
| Net profit attributable to common shareholders of public company as a percentage in the consolidated statement (%) | 30.06 |
| The amount at which the shares repurchased in cash are recognized as cash dividends | |
| Gross amount of dividends (with tax included) | 646,503,387.61 |
| Ratio of the gross amount of dividends to the net profit attributable to ordinary shareholders of the listed company in the consolidated statement (%) | 30.06 |
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 insubsequent implementationCondition 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
(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 “CompanyLaw” and “Articles of Association”, continued to modified and specified such internal controlmanagement system in consideration of industry-wide characteristics and its business operations,improved the efficiency of business decisions, provided some guarantee for the legal compliance ofbusiness operations and management and the asset safety, and promoted the steady execution ofcompany strategies.
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 8th meeting of the Fifth Session of the Board of Directors, the "Proposal on the 2023 InternalControl Evaluation Report" was considered and passed, and the full text of the “2023 Internal ControlEvaluation 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 “2023 Internal Control Audit Report of Ningbo Tuopu Group Co., Ltd.” asdisclosed on the SSE website on the same day (Xin Kuai Bao Zi [2024] No. ZF10322).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 companygovernanceNon-applicable
XVI.Others
□Applicable √Non-applicable
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) | 20,459.42 |
(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) According to the Notice of Ningbo Municipal Bureau of Ecology and Environment on Issuing theList of Key Units for Environmental Supervision and Control in Ningbo Municipality for the Year 2024(Ningbo Huanfa [2024] No. 16) issued by the Ningbo Municipal Bureau of Ecology and Environment onMarch 28, 2024, the Company is shown in the list of key units for environmental supervision and control(radiation):
The Company is included in the list of key environmental risk control units (radiation).The plant addressed at Guanhai Road, Chunxiao, Beilun District, Ningbo (hereinafter referred to as the"Guanhai Road Plant") has been included in the list of key regulatory units for water environmentpollution and the list of key control units for environmental risks (hazardous waste);The suspension plant addressed at Chunxiao, Beilun District, Ningbo (hereinafter referred to as the"Chunxiao Suspension Plant") has been included in the list of key environmental risk control units(hazardous waste and radiation).The plant addressed at Longtanshan Road, Beilun District, Ningbo City (hereinafter referred to as the"Longtanshan Road Plant") is included in the list of key environmental risk control units (hazardouswaste and radiation).
(2) Ningbo Tuopu Chassis System Company Limited (hereinafter referred to as "Yinzhou Tuopu"), awholly-owned subsidiary of the Company located in Yinzhou District, Ningbo City, has been includedin the list of key environmental risk control units (hazardous waste).
(3) Ningbo Tuopu Automobile Electronics Co., Ltd (hereinafter referred to as "Tuopu AutomobileElectronics"), a wholly-owned subsidiary of the Company located in Ningbo Qianwan New District, hasbeen included in the list of key environmental risk control units (hazardous waste, radiation) (hereinafterreferred to as "Tuopu Automobile Electronics") is included in the list of key environmental risk controlunits (hazardous waste, radiation).
(4) Tuopu Skateboard Chassis (Ningbo) Co., Ltd (hereinafter referred to as "Skateboard Chassis"), awholly-owned subsidiary of the Company located in Ningbo Qianwan New District, has been includedin the list of key environmental risk control units (hazardous waste).
(5) Tuopu Thermal Management (Ningbo) Co., Ltd (hereinafter referred to as "Tuopu ThermalManagement"), a wholly-owned subsidiary of the Company located in Ningbo Qianwan New District,has been included in the list of key environmental risk control units (hazardous waste).
(6) According to the "Notice on the Publication of the List of Key Units for Environmental Supervisionand Control in Jinhua City in 2024" issued by the Bureau of Ecology and Environment of Jinhua onMarch 31, 2024, the Company's wholly-owned subsidiary, Jiangsu Towin Automobile ComponentsCompany Limited ("Jiangsu Towin"), which is located in Baifaoshan Industrial Park, Wuyi County,Jinhua City, was included in the list of key environmental risk control units (hazardous waste)("Zhejiang Towin"), a wholly-owned subsidiary of the Company located in Baihuashan Industrial Park,Wuyi County, Jinhua City, was included in the list of key environmental risk control units.
(7) According to the "Suining List of Key Units for Environmental Supervision and Control in 2024"issued by Suining Bureau of Ecology and Environment on March 29, 2024, the Company'swholly-owned subsidiary Suining Tuopu Automotive Chassis Systems Company Limited ("SuiningTuopu"), which is located in the Industrial Concentration Development Zone of Anju District, SuiningCity, was included in the list of key units for environmental supervision and control. ("Suining Tuopu"),
a wholly-owned subsidiary of the Company located in the Industrial Concentration Development Zoneof Anju District, Suining City, was included in the list of key environmental risk control units in SuiningCity in 2024.
(8) Pursuant to the ''Notice on Issuing the 2024 Xiangtan City Environmental Supervision and ControlKey Units List'' issued by the Xiangtan City Bureau of Ecology and Environment on March 28, 2024,the Company's wholly-owned subsidiary, Hunan Tuopu Automobile Parts Co., ltd., which is located inXiangtan Economic Development Zone, was included in the list of key environmental supervision andcontrol units.
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:
(1) Guanhai Road Factory, Chunxiao Suspension Factory, Longtanshan Road Factory: implementrainwater and sewage diversion and clean sewage diversion, and obtain permits for urban sewageconnection to the drainage network, as well as obtaining sewage discharge permits issued by theEcology and Environment Bureau of the jurisdiction or the registration receipt. The numbers are:
Sewage discharge: (No. 36 Guanhai Road) 91330200761450380T001V, (No. 1 Longtanshan Road)91330200761450380T004Y, (No. 59 Guanhai Road) 91330200761450380T007Y, (No. 666 WestHengshan Road) 91330200761450380T002U, (No. 99 Chunxiao Avenue) 91330200761450380T006Z,(No. 268 Yukwangshan Road) 91330200761450380T005W, (No. 339 West Damtou Road)91330200761450380T003W.
Drainage: (Guanhai Road No. 36) Zhelun Daiji No. 00767, (Longtanshan Road No. 1) Zhelun DaijiNo. 00398, (Guanhai Road No. 59) Zhelun Xiaoxiao Daiji No. 00035, (Chunxiao Avenue No. 99)Zhelun Xiaoxiao Daiji No. 00023, (Yukwangshan Road No. 268) Zhelun Daiji No. 00656.
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 the 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) Yinzhou Tuopu: a new factory, various pollution prevention and control facilities in thefactory area are currently being submitted for approval in preparation for the construction stage.According to the Ningbo Municipal Bureau of Ecology and Environment on the "Ningbo TuopuChassis System Co., Ltd. annual output of 800,000 sets of high-end automotive interior functional trimparts project and annual output of 500,000 sets of automotive lightweight chassis system projectEnvironmental Impact Report Sheet" of the review of the comments (Yin Huan Jian [2023] 126) on theconstruction and operation of environmental protection facilities are approved as follows:
The project must prioritize the following tasks during the construction and operation process:
Compliance with water pollution control regulations by enhancing the collection and treatment ofwastewater. The wastewater from the rubber workshop must meet the standards set by GB27632-2011for the rubber products industry before being discharged into the natatorium. Other productionwastewater, such as neutralization and precipitation tank wastewater, should be treated along withdomestic sewage in septic tanks to meet the Level 3 standards of GB8978-1996 for ComprehensiveEmission Standards for Wastewater (including ammonia nitrogen and total phosphorus). The dischargeshould then be directed into the pipe after meeting the control indicators specified in DB33/887-2013 forIndirect Emission Limits of Nitrogen and Phosphorus Pollutants from Wastewater of IndustrialEnterprises.Implementation of exhaust gas pollution prevention measures to ensure compliance withregulations and control all types of exhaust emissions.The die-casting workshop of Project A is subject to various air pollutant emission standards. Thesestandards, outlined in the GB39726-2020, set limits for the emissions of melting fumes, mold exhaust,natural gas combustion exhaust, baking package exhaust, heat treatment exhaust, shot blasting dust,grinding dust particles, sulfur dioxide, and nitrogen oxides. Additionally, the emissions of non-methanehydrocarbons from die-casting molding, fluorescence flaw detection, industrial oil volatilization, lasermarking, and coding are regulated. The total methane hydrocarbons emitted from die-casting,fluorescent flaw detection, volatilization of industrial oils, and dust emissions from laser coding arecovered under Table 2 of GB16297-1996. This table includes emission limits for air pollutants from newsources and concentration limits for monitoring unorganized emissions.
The emission of non-methane hydrocarbons in the rubber extrusion, extension exhaust, andvulcanization exhaust in workshop B (suspension system production workshop) of the project complieswith the emission limit values of air pollutants from newly-built enterprises stated in Table 5 of the"Pollutant Emission Standards for Rubber Products Industry." Additionally, it adheres to the limit valuesof unorganized emission from the factory boundaries of newly-built enterprises as specified in Table 6of the same standards. The emission values of carbon disulphide and odorous gases are also inaccordance with the standards set in Table 1 of the "Emission Standards for Odor Pollutants" inGB14554-1993. The second level standard value of odor pollutants at the plant boundary in Table 1 andthe limit value of odor pollutants emission standards in Table 2 are also met. Furthermore, the emissionstandards for steam boiler exhaust emissions are followed as outlined in Table 3 of GB13271-2014"Boiler Air Pollutants Emission Standards." The special emission limits for air pollutants and theemission requirements for low-nitrogen combustion control, as stated in the "Gas Boiler Low-nitrogenTransformation Work Technical Guidelines (Interim)" by the Department of Ecology and EnvironmentalProtection of Zhejiang Province, are also implemented. It is important to note that the local standards ofZhejiang Province will be enforced once they are released. Lastly, the emission of sand blasting dustfrom the mold core complies with the comprehensive emission standards for air pollutants stated inTable 2 of GB16297-1996, which includes the emission limits for air pollutants from new sources andthe concentration limits for monitoring and control of disorganized emissions.
The production workshop for the sealing system, known as Project Workshop C, involves variousprocesses such as unpacking, rubber refining, open training, extrusion, vulcanization, and jointing hotpressing. These processes generate non-methane hydrocarbons and particulate emissions. To ensure
environmental compliance, the workshop must adhere to the air pollutant emission limits specified inGB27632-2011 "Rubber Products Industry Pollutant Emission Standards." Table 5 of this standard setsthe emission limits for new enterprises, while Table 6 specifies the limits for both existing and newenterprises within the plant boundary. Specifically, the workshop needs to control emissions of carbondisulfide and odor from rubber refining and open training. These emissions should comply with thestandards outlined in GB14554-1993 "Emission Standards for Odor Pollutants." Table 1 of this standarddefines the second level of odor pollutants at the factory boundary, while Table 2 sets the emissionstandard limits for odor pollutants. Furthermore, the workshop must address emissions from processessuch as workpiece surface spraying, drying and curing exhaust, glue and drying and curing exhaust, andsealing strips. These emissions include non-methane hydrocarbons, odor, and other pollutants. Toregulate these emissions, the workshop should follow the air pollutant emission limits specified inDB33/2146-2018 Table 1 and the air pollutant concentration limits in Table 6. These limits are outlinedin the "Emission Standards for Air Pollutants from Industrial Painting Processes." Regarding the exhaustgas from natural gas combustion, the workshop should comply with the emission standards stated inGB9078-1996 "Emission Standards for Air Pollutants from Industrial Furnaces and Kilns." Specifically,Table 2 of this standard defines the secondary standards for exhaust gas emissions. Additionally, theworkshop must meet the requirements of the "Comprehensive Control Program of Air Pollution fromIndustrial Furnaces and Kilns in Zhejiang Province" as stated in Zhejiang Environmental Letter (2019)No. 315. In Workshop D, which is responsible for the production of sound insulation systems, thepressure molding exhaust gas contains non-methane hydrocarbons. To regulate these emissions, theworkshop should adhere to the pollutant emission standards specified in GB31572-2015 "PollutantEmission Standards for Synthetic Resin Industry." Table 5 of this standard sets the special emissionlimits for air pollutants, while Table 9 defines the concentration limits for air pollutants at the boundaryof enterprises.
The emission standards for malodorous pollutants, as stated in GB14554-1993, are beingimplemented at the sewage station to control the odorous waste gas emissions. Table 1 sets thesecondary standard values for odor pollutants at the plant boundary, while Table 2 establishes theemission standard limits for odor pollutants. In addition, the unorganized emission of volatile organiccompounds in the plant area is regulated by GB37822-2019, which provides special emission limits inTable A1. The canteen fumes are effectively treated through a smoke purification device, in accordancewith GB18483-2001, which sets the emission standards for the catering industry.
Noise pollution prevention and control requirements. The environmental noise emission at thefactory boundary of the project carries out GB12348-2008 "Environmental Noise Emission Standard forFactory Boundary of Industrial Enterprises", which is a category 3 standard.
Solid waste pollution prevention and control requirements. Hazardous waste has been planned inaccordance with the relevant requirements of classification collection and storage, and handed over toqualified units for treatment, the corresponding implementation of the hazardous waste transfer joint billsystem: general industrial solid waste and domestic garbage and other solid wastes are classified andcollected for harmless or resource treatment, and to prevent the generation of secondary pollution.
Environmental risk prevention and emergency response. Implement risk and accident preventioncountermeasures in strict accordance with the EIA. Promote the implementation of environmentalprotection facilities such as wastewater treatment and other key environmental control facilities toimplement the requirements of safe production, carry out safety risk assessment and hidden dangerinvestigation and management, and report the relevant information to the Municipal Bureau and therelevant industry authorities, copied to the Municipal Emergency Management Bureau. Proposed toentrust the design unit with the appropriate qualifications of the key environmental protection facilitiesof the construction project, and to establish and improve the internal pollution prevention and controlfacilities for stable operation and management responsibility system and safety control ledgerinformation, in strict accordance with the standards and specifications for the construction ofenvironmental governance facilities to ensure that the environmental governance facilities are safe,stable and effective operation. Project pollution prevention and control facilities shall be designedtogether with the main project in accordance with the requirements of safe production, and whencarrying out the safety evaluation work as required, it is proposed to include the environmental controlfacilities into the scope of safety evaluation together, and can only be implemented after approval andconsent of the relevant functional departments. Effectively prevent environmental risks that may becaused by accidental discharge of pollutants or safety production accidents, and ensure the safety of thesurrounding environment.
Total pollutant emission control requirements. According to the Report Table, the total controlindexes of the whole plant after the implementation of the project are as follows: Chemical OxygenDemand (COD) 0.212t/a, Nitrogen Oxide: 3.354t/a, Sulfur Dioxide 0.176t/a, Particulate Matter
19.587t/a, VOC 10.949t/a.
If the nature of the project, scale, location, the production process used or measures to preventpollution and ecological damage have undergone significant changes, the project is proposed to bere-approved according to the law of environmental assessment documents. After 5 years from the date ofapproval, if the project party starts construction, the EIA document will be reported to the municipalbureau for re-examination. If the project does not conform to the approved EIA document during theconstruction and operation of the project, the relevant environmental protection procedures shall becarried out in accordance with the law.
The above comments and the pollution prevention and control measures and risk preventionmeasures proposed in the Report Table, our company intends to conscientiously implement in theproject design, construction, operation and management to ensure environmental safety and socialstability during the construction and operation of the project. Our company strictly implements theenvironmental protection "three simultaneous" system, and realizes the commitment of the legal person.Before the project is put into production or use, the environmental protection facilities will be inspectedand accepted according to the law, and the project shall not be put into production or use withoutinspection or unqualified inspection. Our company accepts the supervision and inspection of ecologicalenvironment departments at all levels according to regulations.
(3) Tuopu Automobile Electronics: It implements rainwater and sewage diversion and clean sewagediversion, and has obtained a license for urban sewage connection to the drainage network (Zheji No.19119) and a sewage discharge license issued by the Bureau of Ecology and Environment of HangzhouBay New District, Ningbo City (Certificate No. 91330201MA2833A9XR001Q).
Production wastewater: After collecting all production wastewater from the plant to the collectiontank of sewage treatment station through pipeline, it will be discharged into the municipal sewagepipeline after pretreatment, mediation, reaction, precipitation, neutralization, hydrolysis acidification,aerobic biochemistry, secondary precipitation, flocculation precipitation, and other processes to finallyreach the standard. Eliminate non-standard sewage into the municipal pipeline network.
Domestic Wastewater: The oily wastewater generated by the cafeteria is pre-treated by grease traps,and the domestic wastewater is treated by septic tanks, and then discharged into the municipalwastewater pipeline network of Hangzhou Bay New Area after reaching the standard of Hangzhou BayNew Area Sewage Treatment Plant.
After the above wastewater and sewage treatment, one way of wastewater and wastewater isdischarged into Hangzhou Bay New Area municipal sewage pipeline through 02WS863 outlet, and theother way of wastewater is discharged into Hangzhou Bay New Area municipal sewage pipeline into thecity sewage treatment plant through 01WS703 outlet.
Factory wastewater discharge standards for: GB8978-1996 "Comprehensive Emission Standardsfor Sewage" in the third level, ammonia nitrogen and total phosphorus to implement the "ZhejiangProvince, local standards for industrial wastewater nitrogen, phosphorus pollutants indirect dischargelimits" (DB33/887-2013) discharged into the municipal wastewater network, and ultimately by thewastewater treatment plant treatment of the "urban sewage treatment plant pollutant emission standards"( GB18918-2002), and then discharged into the municipal sewage pipe network.
Hangzhou Bay factory wastewater is treated into the urban pipeline network standard. The actualproduction of wastewater testing data: pH value of 6.1, COD is 18mg / l, ammonia nitrogen is 0.447mg /l, suspended solids <4mg / l, petroleum 0.48mg / l, total phosphorus 0.08mg / l, zinc 0.01mg / l, anionicsurfactant <0.17mg / l, total nitrogen 4.57mg / l, five-day BOD6.4mg / l, are all The total nitrogen is
4.57mg/l, the five-day biochemical oxygen demand is 6.4mg/l, all of which meet the requirements.
Metal trimmings within the facility, non-compliant products during production, maintenance ofwaste metal molds, rubber edges, and waste packaging are classified as general solid waste. These itemsare subject to unified collection, sale, and comprehensive utilization. Hazardous waste such as wastepaint residue, waste rubber, waste packaging drums, sludge, activated carbon, cleaning waste liquid,waste emulsion, waste engine oil, aluminum ash, and aluminum dregs must be handled in accordancewith national regulations. Hazardous waste yards and warehouses should be established to meet therequirements of the Environmental Protection Bureau. The transfer of hazardous waste declarationshould be done through the "National Solid Waste and Chemical Management Information System" anddisposal agreements with Ningbo Beilun Environmental Protection Solid Waste Disposal Co., Ltd.,
Zhejiang Kaikang Metal Products Co., Ltd., Ningbo Bochuan Waste Liquid Disposal Co., Ltd.,Dongyang Mason Industry and Trade Co., Ltd., Ningbo Juxin Environmental Protection Products Co.,Ltd., Zhejiang Lvchen Environmental Protection Science and Technology Co., Ltd., and ZhejiangEnvironmental Protection Group Beilun Shanko Environmental Protection Science and Technology Co.,Ltd. must be adhered to.
10 sets of Class III X-ray detectors and four sets of Class II X-ray detectors are used in the plantproject, and the Company obtained the radiation safety license issued by the Department of Ecology andEnvironment of Zhejiang Province on May 12, 2022, with the certificate number of Zhe Huan RadiationCertificate [B2971].
(4) Skateboard Chassis: rainwater and sewage diversion and clean sewage diversion areimplemented, and the company has obtained a license for urban sewage connection to the drainagenetwork (Zhejiang No. 2411) and a sewage discharge license issued by the Bureau of Construction andTraffic and Transportation of Ningbo Qianwan New Area (Certificate No. 91330201MA7FLHCH5K).
Production wastewater: After collecting all production wastewater from the plant to the collectiontank of the wastewater treatment station through the pipeline, it will be discharged into the municipalwastewater pipeline after pretreatment, mediation, reaction, precipitation, neutralization, hydrolysis andacidification, aerobic biochemistry, secondary precipitation, flocculation and precipitation, and otherprocesses that finally meet the standard. Eliminate non-standard sewage into the municipal pipelinenetwork.
Domestic Wastewater: The oily wastewater generated by the cafeteria is pre-treated by grease traps,and the domestic wastewater is treated by septic tanks, and then discharged into the municipalwastewater pipeline network of Hangzhou Bay New Area after reaching the standard of Hangzhou BayNew Area Sewage Treatment Plant.
After the above wastewater and sewage treatment, one way of wastewater and wastewater isdischarged into Hangzhou Bay New Area municipal sewage pipeline through WS0001 outlet, and theother way of wastewater is discharged into Hangzhou Bay New Area municipal sewage pipeline into thecity sewage treatment plant through WS0155 outlet.
Factory wastewater discharge standards for: GB8978-1996 "Comprehensive Emission Standardsfor Sewage" in the third level, ammonia nitrogen and total phosphorus to implement the "ZhejiangProvince, local standards for industrial wastewater nitrogen, phosphorus pollutants indirect dischargelimits" (DB33/887-2013) discharged into the municipal wastewater pipeline network, and ultimately bythe wastewater treatment plant to treat up to the "municipal wastewater treatment plant pollutantdischarge standards" ( GB18918-2002) Class A standard and then discharged to the sea. Hangzhou Bayfactory sewage after treatment into the municipal pipeline network standards. The actual productionwastewater testing data: pH value of 6-9mg/L, COD 500mg/L, BOD 300mg/L, SS 400mg/L, ammonianitrogen 35mg/L, petroleum 20mg/L, LAS 20mg/L, total aluminum 2.0mg/L, total phosphorus 8mg/L,total nitrogen 70mg/L, are in line with the requirements.
Industrial waste in the plant, baling tape, waste saw blades, waste rubber edge, scraprubber-containing iron (just) products, scrap rubber-containing aluminum products, waste moldmaterials, (waste mold materials, iron chips, cooked iron foam), scrap iron (just) products, waste copper,waste brass, waste cardboard boxes, iron, wire barrels, steel foam belongs to the general solid waste,after the collection of the unified outsourcing of comprehensive utilization. For waste plastic drums,waste iron drums, waste cutting fluid, waste oil, sludge, aluminum ash aluminum slag are hazardouswaste, according to the national hazardous waste collection, packaging, storage and transportation,disposal requirements for the establishment of hazardous waste yards and warehouses, and according tothe Environmental Protection Bureau of the hazardous waste management requirements unified in the"National Solid Waste and Chemical Management Information System". Ningbo Chengjie PropertyManagement Co., Ltd., Ningbo Yibang Renewable Resources Co., Ltd., Ningbo Bochuan Waste LiquidDisposal Co., Ltd., Dongyang Mason Industry and Trade Co., Ltd., Ningbo Juxin EnvironmentalProtection Products Co., Ltd., Zhejiang Lvchen Environmental Protection Science and Technology Co.,Ltd., Zhejiang Environmental Protection Group Beilun Shangke Environmental Protection TechnologyCo., Ltd.
Skateboard Chassis uses 10 sets of three types of X-ray detectors, and the company is in the processof obtaining the radiation safety license.
Skateboard Chassis has formulated comprehensive and special emergency response plans forenvironmental emergencies, which are used to standardize and guide the company's emergency responseand rescue actions for environmental emergencies and are declared on the Environmental Emergency
Response Enterprises Reporting Platform of Zhejiang Province. The report on the emergency responseplan for environmental emergencies has been completed, and it will be declared for filing after theacceptance by the Environmental Protection Bureau.
(5) Tuopu Thermal Management: practicing rainwater and sewage diversion and clean sewagediversion, obtaining the license for urban sewage connection to the drainage network (Zhe ZiNo.2360)( Zhe Zi No.2361)( Zhe Zi No.2362), and the sewage discharge license issued by the Bureau ofEcology and Environment of the Hangzhou Bay New District of Ningbo City (Certificate No.91330201MA2J3L9257002W ) (Certificate No. 91330201MA2J3L9257001X) (Certificate No.91330201MA2J3L9257003X).Production wastewater: After collecting all production wastewater from the plant to the collectiontank of sewage treatment station through pipeline, it will be discharged into the municipal sewagepipeline after pretreatment, mediation, reaction, precipitation, neutralization, hydrolysis acidification,aerobic biochemistry, secondary precipitation, flocculation precipitation, and other processes to finallymeet the standard. Eliminate non-standard sewage into the municipal pipeline network.Domestic Wastewater: The oily wastewater generated by the cafeteria is pre-treated by grease trapfacilities, and the domestic wastewater is treated by septic tanks, and then discharged into the municipalsewage network of Hangzhou Bay New Area after reaching the standard of Hangzhou Bay New AreaSewage Treatment Plant.
After the above wastewater and sewage treatment, three of the sewage and wastewater aredischarged into Hangzhou Bay New Area municipal sewage pipeline through WS808, WS111 andWS101 drainage outlets into the city sewage treatment plant.
The factory adheres to the sewage discharge standards outlined in GB8978-1996, known as the"comprehensive sewage discharge standards" at the third level. According to these standards, the factorydischarges ammonia nitrogen and total phosphorus into the municipal sewage network, following thelimits set by the local standards for industrial wastewater nitrogen and phosphorus pollutants indirectdischarge limits in Zhejiang Province (DB33/887-2013). The discharged wastewater is then treated atthe sewage treatment plant to meet the "municipal wastewater treatment plant emission standards" atlevel 1, as specified in GB18918-2002. After meeting the Class A standard of GB18918-2002, thetreated wastewater is discharged into the sea. In Hangzhou Bay, the factory's sewage is treated accordingto the municipal pipeline network standards. The actual testing data of the wastewater produced duringthe factory's production process is as follows: the pH value is 7.3, COD is 358mg/L, ammonia nitrogenis 7.58mg/L, suspended solids are 85mg/L, petroleum is 0.21mg/L, total phosphorus is 1.06mg/L, zinc is
0.01mg/L, anionic surfactant is 0.66mg/L, total nitrogen is 4.57mg/L, and five-day biochemical oxygendemand is 156mg/L. These values are in compliance with the required standards.
Metal trimmings within the plant are used in the production of substandard products, while wastemetal mold maintenance, rubber edges, and waste packaging are considered general solid waste. Thesematerials are subject to unified collection and sale for comprehensive utilization. Hazardous waste, suchas waste paint residue, waste rubber, waste packaging drums, sludge, activated carbon, cleaning wasteliquid, waste emulsion, waste engine oil, aluminum ash, and aluminum dregs, must be handled inaccordance with national regulations. This includes proper collection, packaging, storage, transportation,and disposal. Hazardous waste yards and warehouses should be established to meet these requirements.Additionally, compliance with the Environmental Protection Bureau's guidelines for hazardous wastemanagement is essential. Various companies, including Ningbo Beilun Environmental Protection SolidWaste Disposal Co., Ltd., Zhejiang Kaikang Metal Products Co., Ltd., Ningbo Bochuan Waste LiquidDisposal Co., Ltd., Dongyang Meichen Industry and Trade Co., Ltd., Ningbo Juxin EnvironmentalProtection Products Co., Ltd., Zhejiang Lvchen Environmental Protection Technology Co., Ltd., andZhejiang Province Environmental Protection Group Beilun Shangke Environmental Protection Scienceand Technology Co., Ltd., have signed hazardous waste disposal agreements to ensure proper handlingof such materials.
Tuopu Thermal Management uses 22 sets of Class III X-ray detectors, and the company obtained aradiation safety license issued by the Department of Ecology and Environment of Zhejiang Province onNovember 17, 2023, with a certificate number of Zhe Huan Radiation [B3074] (10 sets of Class IIIX-ray detectors in Phase V are not included in the list, and the project is in progress).
Tuopu Thermal Management has formulated comprehensive and special emergency response plansfor environmental emergencies, which are used to standardize and guide the company's emergencyresponse and rescue actions in case of environmental emergencies, and declared them on the
environmental emergency response enterprise declaration platform of Zhejiang Province, and theemergency response plans are currently being approved by the Environmental Protection Bureau.
(6) 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: 7.28, suspended matter: 23 mg/l, COD: 52.07 mg/l, biochemical oxygen demand over acourse of 5 days: 53.8mg/l, ammonia nitrogen: 5.71mg/l, total phosphorus: 0.28mg/l, petroleum:
0.51mg/l, anionic surfactant: 1.08mg/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 monitoringsystem 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.
(7) Suining Tuopu：diversion of rainwater and sewage, diversion of clean water and sewage, obtainthe permit for urban sewage to the drainage pipeline system, and the emission permit granted fromSuining 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 Longyanjing SewageTreatment Plant. An automatic monitoring system is implemented, which allows the environmentalprotection authorities at all levels in Sichuan to monitor how the sewage station operates in the plantarea and the emission indexes.
Domestic sewage: The oily wastewater generated in the canteen is pretreated by the oil trappingfacility, the Longyanjing Wastewater Treatment Plant receives domestic sewage after it has undergonepre-treatment in septic tanks. The sewage is then treated and discharged in accordance with the setstandards.
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:
0.041mg/l, pH value: 7.3, COD: 194.3mg/l, ammonia nitrogen: 11.22mg/l (standard values of fiveclasses with respect to this project), and petroleum: 0.36mg/l.
Test data of domestic wastewater: pH value: 7.2, suspended matter: 79 mg/l, COD: 224mg/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 Zigong Jinlong Cement Co., Ltd.
(8) Hunan Tuopu: It has implemented rainwater and sewage diversion and obtained the license forurban sewage connection to the drainage network (4111 No. 0319) and the sewage discharge licenseissued by Xiangtan Ecological Environment Bureau (Certificate No. 91430300MA4PDKMY0M001Q).
Production wastewater: 1 wastewater treatment station, with a treatment capacity of 15m3/h,treatment processes include: fluorescent osmosis solution cleaning wastewater pretreatment process,hydrolysis adjustment process, biochemical contact oxidation process, depth treatment process, etc.;production wastewater is optimized and adjusted, and 60% of the water treated by the wastewatertreatment station is reused for production, and 40% of the wastewater is discharged into municipalwastewater pipeline network after treatment up to the standard; the waste cutting fluid, as a hazardouswaste waste, is It will be handed over to the third party qualified unit for treatment.
Domestic wastewater: grease trap (20m3/d) and septic tank (50m3/d) are discharged into themunicipal sewage network after the septic tank treatment is up to standard.
After treatment, the above wastewater and sewage are discharged into Xiangtan municipal sewagepipeline into Jiuhua Sewage Plant through the factory's total outlet DWO01 outlet.
The factory wastewater discharge at Hunan Tuopu follows the implementation standard set byGB8978-1996 "Comprehensive Wastewater Discharge Standard". After undergoing treatment at thefactory wastewater treatment station, the wastewater is discharged into the municipal sewage network.Subsequently, it undergoes further treatment at the Jiuhua Wastewater Treatment Plant. The testing datafor the actual production wastewater indicates that it meets the required standards. The pH value is 7.2,COD is 128mg/L, ammonia nitrogen is 17.1mg/L, suspended solids are less than 30mg/L, petroleumcontent is 0.4mg/L, total phosphorus is 0.44mg/L, anionic surfactant is 0.832mg/L, total nitrogen is
3.95mg/L, and five-day BOD is 35.9mg/L.
Metal trimmings in the plant, the production of substandard products, mold maintenance of wastemetal, rubber edges, waste packaging belongs to the general solid waste, after unified collection and saleof comprehensive utilization. For waste rubber, waste drums, sludge, waste activated carbon, wasteemulsion, waste oil, aluminum ash, aluminum slag, dust collected by bag filter are hazardous waste,according to the national requirements for hazardous waste collection, packaging, storage andtransportation, disposal of hazardous waste warehouse has been set up, and according to therequirements of the Environmental Protection Bureau of the management of hazardous waste unified inthe "National Solid Waste and Chemical Management Information System”, and hazardous waste
disposal agreements were concluded with Hunan Hanyang Environmental Protection Technology Co.,Ltd, Hunan Jingyi Xiangtai Environmental Protection Hi-Tech Co., Ltd, Changsha MingyuanEnvironmental Protection Technology Co., Ltd., and Hunan Yongxinyuan Environmental Protection Co.,Ltd.
Hunan Tuopu project uses 6 sets of Class III X-ray detectors, and the Company obtained theradiation safety license issued by Xiangtan Eco-Environmental Bureau on January 28, 2023, with thecertificate number: Xianghuan Huirongzhi [C0168].
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.
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 local environmental emergency enterprise declaration platform orecological environment bureau, under the record number 330206-2022-013-L, 330282（H）-2022-043L,330206-2015-007-L, 510904-2021-018-L, 430304-2024-036-L, respectively.
5. In-house environmental monitoring plan
√Applicable □Non-applicable
The Company tests wastewater, waste gas, and noise at plant boundaries in all plants at regular intervalsevery year, which are found to be acceptable under the national standards; the plan for disposal ofhazardous 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
(2)Notes to the environmental protection of the companies other than key emission entities
□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 equivalent (unit: in tons) | 130,003.18 |
| Types of carbon reduction measures (e.g.: using clean energy to generate electricity, | Use photovol |
| using carbon reduction technique in the production process, developing and producing new products that contribute to reducing carbon emissions) | taic power for generation |
Particular notes
√Applicable □Non-applicable
In 2023, the installed photovoltaic capacity is 127.55 MW, the annual power generation will reach
130.3944 million kWh, and the carbon dioxide emissions will be reduced by 130,003.18 tons a year. Infuture, efforts will be intensified to broaden the scope of distributed photovoltaic power plants, and apackage of initiatives will be taken to scale down carbon emissions and attain the goal of zero-carbonfactory step by step.
Ⅱ. Fulfillment of social responsibility
(1) Whether to disclose social responsibility report, sustainable development report or ESGreport one by one
□Applicable √Non-applicable
(2) Particulars on fulfillment of social responsibility
√Applicable □Non-applicable
| External donations, public welfare projects | Quantity/Content | Description |
| Total amount donated (yuan) | 130 | |
| Of which: funds (yuan) | 130 | Donation of RMB 300,000 to firefighting, RMB 900,000 to environmental protection, RMB 100,000 to education |
| Materials and supplies equivalent to (in RMB 10,000) | ||
| Number of people benefited (persons) |
Particular Notes
√Applicable □Non-applicable
1. On July 2023, the Company donated RMB 300,000 to Ningbo Beilun “Liangshan” EnvironmentalProtection Foundation;
2. On August 2023, the Company donated RMB 300,000 to the “Flaming Ambition Charity Fund” ofNingbo Beilun Charity Federation;
3. On November 2023, the Company donated RMB 100,000 to Ningbo University EducationDevelopment Foundation.
4. On December 2023, the Company donated RMB 600,000 to the Environmental Protection PublicWelfare Fund of the Charity Federation of Beilun District, Ningbo.
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 2023
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 | Background of commitment |
| 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 | Horizontal competition | MECCA INTERNATIONAL HOLDIN | 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 | No | Continuous | Yes | NA | NA |
Ningbo Tuopu Group Co., Ltd. Annual Report 2023
| G （HK） LIMITED | 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 the Company, the Company will procure such companies and economic entities to perform the obligations of avoiding competition as contained in the letter of commitment having equivalent standards to the Company/Enterprise by sending out institutions and persons (including but not limited to directors, managing directors, financial officers) or by gaining the controlling status (e.g.: shareholders’ rights, directors’ rights), so as to keep such companies and economic entities from competing against Tuopu |
Ningbo Tuopu Group Co., Ltd. Annual Report 2023
Ningbo Tuopu Group Co., Ltd. Annual Report 2023
| 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. | ||||||||
| 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 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 transaction are conducted with an independent third party in the market. For major related party transactions without market price available for comparison or pricing is restricted, the transaction price shall be fixed at the cost of the commodities or | March 2012 | No | Continuous | Yes | NA | NA |
Ningbo Tuopu Group Co., Ltd. Annual Report 2023
Ningbo Tuopu Group Co., Ltd. Annual Report 2023
| 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. | ||||||||
| 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 illegal facts, repurchase the restricted shares that are | March 2015 | No | Continuous | Yes | NA | NA |
Ningbo Tuopu Group Co., Ltd. Annual Report 2023
Ningbo Tuopu Group Co., Ltd. Annual Report 2023
| 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 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. | ||||||||
| Others | 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 | No | Continuous | Yes | NA | NA |
| Others | Ningbo Tuopu | If the issuer's prospectus contains any falsified | March 2015 | No | Continuous | Yes | NA | NA |
Ningbo Tuopu Group Co., Ltd. Annual Report 2023
| Group Co., Ltd. | 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 public offering; the Company will fix the repurchase price at the higher of the issuer's stock issue price and the average transaction price of the issuer's stock within 30 trading days before the CSRC rules illegal facts, and repurchase all the original restricted shares that have been sold. If the issuer's shares are involved in the issuance of bonus shares or conversion of capital reserves into share capital, such issue price and repurchase quantity will be adjusted where applicable. The Company will indemnify the investors |
Ningbo Tuopu Group Co., Ltd. Annual Report 2023
Ningbo Tuopu Group Co., Ltd. Annual Report 2023
| indemnification plan prevailing in the occurrence of the above circumstances. | ||||||||
| Others | 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 regulatory authorities. The Company further commits that total amount of funds used to repurchase shares | March 2015 | No | Continuous | Yes | NA | NA |
Ningbo Tuopu Group Co., Ltd. Annual Report 2023
| 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. | ||||||||
| Others | 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 | No | Continuous | Yes | NA | NA |
| 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 | March 2012 | No | Continuous | Yes | NA | NA |
Ningbo Tuopu Group Co., Ltd. Annual Report 2023
Ningbo Tuopu Group Co., Ltd. Annual Report 2023
| reasonableness of related party transactions, without any circumstance prejudicing the interests of all shareholders of Tuopu. 4. I and 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, 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. | ||||||||
| Resolve horizontal 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 | March 2012 | No | Continuous | Yes | NA | NA |
Ningbo Tuopu Group Co., Ltd. Annual Report 2023
Ningbo Tuopu Group Co., Ltd. Annual Report 2023
Ningbo Tuopu Group Co., Ltd. Annual Report 2023
| effect whenever I and any company controlled by I are related to Tuopu Group. | ||||||||
| Others | 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 compensation funds to actively indemnify the investors harmless from and | March 2015 | No | Continuous | Yes | NA | NA |
Ningbo Tuopu Group Co., Ltd. Annual Report 2023
| 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 refinancing | |||||||||
| Commitment related to equity incentives | |||||||||
| Other commitments made to the small and medium shareholders of the Company | |||||||||
| Other commitments | |||||||||
(2) There is an expected profit as to the assets or projects of the Company, and the reporting period still falls in the profit expectation period, theCompany states whether the assets or projects attain the original profit expectation and gives the reason
□Attained □Not attained √Non-applicable
Ningbo Tuopu Group Co., Ltd. Annual Report 2023
(3) The status of performance of commitments and its impact on the goodwill impairment test
□Applicable √Non-applicable
Ningbo Tuopu Group Co., Ltd. Annual Report 2023
II. Whether there is any non-operating capital occupation by the controlling shareholder and its affiliates
□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. 16 of Accounting Standards for Business Enterprises”Provision concerning “Accounting for deferred income taxes not subject to the initial recognitionexemption for assets and liabilities arising from individual transactions”
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"). The provision concerning the “Accounting for Deferred Taxes on Assets andLiabilities Arising from Individual Transactions that are not Subject to the Initial RecognitionExemption” took into effect from January 1, 2023.
Interpretation No. 16 states that for individual transactions that are not business combinations anddo not impact accounting profit or taxable income, and where the initial recognition of assets andliabilities leads to the creation of taxable temporary differences and deductible temporary differences inequal amounts, the exemption from recognizing deferred income tax liabilities and assets upon initialrecognition does not apply. This exemption also does not apply to individual transactions such as leasetransactions where the lessee initially recognizes a lease liability and includes it in the right-of-use asset,or transactions where an estimated liability is recognized and included in the cost of the relevant assetdue to an abandonment obligation for fixed assets. In such cases, the enterprise must recognize thecorresponding deferred tax liabilities and assets in accordance with the relevant provisions of "ASBE No.18 - Income Taxes" and other applicable regulations at the time of the transaction.
Enterprises are required to make adjustments in accordance with this provision if taxable temporarydifferences, deductible temporary differences, lease liabilities, right-of-use assets, projected liabilitiesrelated to abandonment obligations, and corresponding related assets arise from a single transactioncovered by this provision between the beginning of the earliest period for which the financial statementsare presented and the date of its application.
The provision was put into effect by the Company starting on January 1, 2023, and the primaryimpacts of its implementation are outlined below:
| Impacted statement items | Amount of impact on the balance as at January 1, 2022 | |
| Combination | Parent company | |
| Deferred income tax assets | 384,782.84 | |
| Deferred tax liabilities | 140,518.31 | |
| Undistributed Profit | 244,264.53 | |
| Impacted statement items | Combination | Parent company | ||
| 2023.12.31 /2023 | 2022.12.31 /2022 | 2023.12.31 /2023 | 2022.12.31 /2022 | |
| Deferred income tax assets | 1,581,744.79 | 419,395.42 | ||
| Deferred tax liabilities | 362,733.76 | 98,215.10 | ||
| Impacted statement items | Combination | Parent company | ||
| 2023.12.31 /2023 | 2022.12.31 /2022 | 2023.12.31 /2023 | 2022.12.31 /2022 | |
| Undistributed Profit | 1,219,011.03 | 321,180.32 | ||
| Income tax expense | -897,830.71 | -76,915.79 | ||
(2) Application of "Interpretation No. 17 of Accounting Standards for Business Enterprises” Theprovision concerning “Accounting for Sale and Leaseback Transactions”.On October 25, 2023, Interpretation No. 17 of the Accounting Standards for Business Enterprises(Cai Kuai (2023) No.21) was released by the Ministry of Finance (hereinafter referred to as"Interpretation No. 17"). This interpretation will come into effect on the 1st of January, 2024. Theprovision regarding "Accounting for Sale and Leaseback Transactions" permits enterprises to adopt itbefore the year of its issuance.Interpretation No. 17 sets out that if a lessee subsequently measures a lease liability arising from asale and leaseback, the lessee must not adjust the lease payments in a manner that would lead to therecognition of a gain or loss related to the right to use the leased property. The company is obligated toretrospectively account for sale and leaseback transactions occurring after the initial implementation of“Accounting Standard for Business Enterprises No. 21 – Leases”.The Company promptly adopted this provision starting from fiscal year 2023, and itsimplementation had no significant effect on the Company's financial statements.
(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) Approval procedure and other Notes
□Applicable √Non-applicable
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 | 280 |
| Audit period of domestic accounting firm | 13 years |
| 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 3 years of service, Tang Wei with 4 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
√Applicable □Non-applicable
The 2022 general meeting convened by the Company on June 19, 2023 considered and passed the“Resolution on Renewal of the Appointment of Audit Institution for 2023”, and decided to renew theappointment of BDO China Shu Lun Pan Certified Public Accountants LLP (Special GeneralPartnership) as the audit institution of 2023, who will provide audit and internal control audit services ofthe financial report of 2023for the Company.
Notes to change of accounting firm during the reporting period
□Applicable √Non-applicable
Description of the audit fee reduction of 20% or greater (inclusive of 20%) in comparison to the prioryear
□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, andactual controllers suspected of violations of laws and regulations and the situation ofpunishments and rectifications
□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 or change insubsequent implementation
□Applicable √Non-applicable
2. Events that have been disclosed in the provisional announcement, but there is no progress or changein 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 or changesin subsequent implementation
□Applicable √Non-applicable
2. Events that have been disclosed in the provisional announcement, but there is a progress or change insubsequent implementation
□Applicable √Non-applicable
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 the reportingperiod 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 or changesin subsequent implementation
□Applicable √Non-applicable
2. Events that have been disclosed in the provisional announcement, but there are progress or changes insubsequent 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 or changein subsequent implementation
□Applicable √Non-applicable
2. Events that have been disclosed in the provisional announcement, but there is a progress or change insubsequent 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 2023
(2) Guarantee
√Applicable □Not applicable
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) | 0 | ||||||||||||||
| Total balance of guarantees at the end of the reporting period (A) (other than guarantees to subsidiaries) | 0 | ||||||||||||||
| Guarantees by the Company to its subsidiaries | |||||||||||||||
| Total amount of guarantees to subsidiaries during the reporting period | 372,719,631.96 | ||||||||||||||
| Total balance of guarantees to subsidiaries at the end of the reporting period (B) | 465,894,031.96 | ||||||||||||||
| Total amount of company guarantees (including its guarantees to subsidiaries) | |||||||||||||||
| Total guarantees (A+B) | 465,894,031.96 | ||||||||||||||
| Total guarantees as a percentage of the Company's net assets (%) | 3.37 | ||||||||||||||
| 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 | ||||||||||||||
| Amount of the total guarantees exceeding 50% of the net assets (E) | 0 | ||||||||||||||
Ningbo Tuopu Group Co., Ltd. Annual Report 2023
| 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 2023, the balance of this medium and long-term loan is RMB 39 million, the original value and net value of the real property on mortgage is RMB 45,324,720.72 and RMB 34,905,288.82 respectively; the original value and net value of land on mortgage is RMB 13,070,562.81 and RMB 9,585,079.49 respectively. |
Ningbo Tuopu Group Co., Ltd. Annual Report 2023
Ningbo Tuopu Group Co., Ltd. Annual Report 2023
by the Company on the portal site of Shanghai Stock Exchange on December 23, 2023.(Announcement No. 2023-083). The guarantee remained on-going during the reporting period.
The combined total of the aforementioned four assurances amounts to RMB 465,894,031.96.
(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
| Type | Source of funds | Amount incurred | Unmatured amount | Unrecovered amount after the maturity |
| Bank financial products | Raised funds | 131,000 | 30,000 | 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) | Trustee | Type of entrusted financial management |
Ningbo Tuopu Group Co., Ltd. Annual Report 2023
| Bank of Ningbo Beilun Sub-branch | Bank financial products | 20,000.00 | 2023.12.20 | 2024.6.26 | Raised funds | Unit Structured Deposit 7202303630 Product | No | Guaranteed non-fixed return | 1.5%-2.9% | 200 | 0 | 20,000 | 0 | Yes | No | 0 |
| SPDB Ningbo Sub-branch | Bank financial products | 10,000.00 | 2023.12.29 | 2024.3.29 | Raised funds | Liduoduo Stable Profit 23JG6961 (Triple Call) RMB Public Structured Deposit | No | Guaranteed non-fixed return | 1.3%-2.75% | 63.75 | 0 | 10,000 | 0 | Yes | No | 0 |
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
Ningbo Tuopu Group Co., Ltd. Annual Report 2023
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 the update of the utilization of proceeds
√Applicable □Non-applicable
(5) Overall utilization of issue proceeds
√Applicable □Non-applicable
Unit: in RMB 10,000
| Source of proceeds | Time of receipt of proceeds | Total amount of proceeds | Of which: Amount of over-raised funds | Amount of net proceeds after deduction of issuance expenses | Total amount of committed investment of proceeds | Total amount of committed investment of adjusted proceeds (1) | Cumulative total amount of proceeds invested as at the end of the reporting period (2) | Cumulative progress of investment as at the end of the reporting period (%) (3) = (2)/(1) | Amount invested in the current year (4) | Amount invested in the current year Percentage (%) (5) = (4)/(1) | Total amount of fund-raising for change of use |
| Issuance of Shares to specific subjects | May 9, 2017 | 239,514.12 | 0.00 | 236,042.92 | 239,514.12 | 236,042.92 | 239,054.50 | 101.28 | 4,057.02 | 1.72 | 42,438.00 |
Ningbo Tuopu Group Co., Ltd. Annual Report 2023
| Issuance of Shares to specific subjects | Feb.2, 2021 | 200,000.00 | 0.00 | 197,841.78 | 200,000.00 | 197,841.78 | 193,188.38 | 97.65 | 8,214.71 | 4.15 | 0.00 |
| Issuance of convertible bonds | July 20, 2022 | 250,000.00 | 0.00 | 248,897.26 | 250,000.00 | 248,897.26 | 145,947.93 | 58.64 | 16,708.83 | 6.71 | 0.00 |
(5) Particulars of equity investment project
√Applicable □Non-applicable
Unit: in RMB 10,000
| Project title | Project nature | Whether it involves a change of investment direction | Source of issue proceeds | Time of availability of issue proceeds | Whether over-raised funds are used | Total amount of investment committed by the project issue proceeds | Total amount of investment with issue proceeds after adjustment (1) | Amount invested in the current year | Total amount of cumulative investment of issue proceeds as at the end of the reporting period (2) | Cumulative update of investment as at the end of the reporting period (%) (3)=(2)/(1) | When the project reaches the intended state of use | Whether the project has been completed | Whether the progress of input is in line with the planned progress | Particular reasons why the progress of input has not reached the plan | Benefits realized in the current year | Benefits realized or R&D results of the project | Whether there has been any significant change in the feasibility of the project, and, if so, please explain the details | Amount saved |
| Automotive Intelligent Brake System Project | Production construction | No | Issuance of shares to specific subjects | May 9, 2017 | No | 196,174.00 | 150,892.91 | 57.65 | 154,476.65 | 102.38 | July 2023 (Note 1) | Yes | Yes | No | 0.00 | 0.00 | No | 0 |
| Automo | Prod | Yes | Issuanc | May | No | 43,340.12 | 42,712.01 | 472.17 | 43,482.39 | 101.80 | July | Ye | Ye | No | 1,775.65 | 1,775.65 | No | 0 |
Ningbo Tuopu Group Co., Ltd. Annual Report 2023
| tive Electronic Vacuum Pump Project | uction construction | e of shares to specific subjects | 9, 2017 | 2023 | s | s | ||||||||||||
| Light Alloy Subframe Project | Production construction | Yes | Issuance of shares to specific subjects | May 9, 2017 | No | 0.00 | 42,438.00 | 3,527.20 | 41,095.46 | 96.84 | Note 2 | No | Yes | No | NA | NA | No | 0 |
| Automotive Lightweight Chassis System Project | Production construction | No | Issuance of shares to specific subjects | Feb.2, 2021 | No | 200,000.00 | 197,841.78 | 8,214.71 | 193,188.38 | 97.65 | Note 3 | Yes | Yes | No | 11,087.11 | 18,429.78 | No | 0 |
| Lightweight Chassis System Construction Project with an annual capacity of 1.5 million sets | Production construction | No | Issuance of convertible bonds | Feb.2, 2021 | No | 72,133.99 | 72,133.99 | 6,154.69 | 62,896.09 | 87.19 | Under construction | No | Yes | No | NA | NA | No | 0 |
| Lightweight Chassis System Construction Project with an annual capacity of 3.3 million sets | Production construction | No | Issuance of convertible bonds | July 20, 2022 | No | 177,866.01 | 176,763.27 | 10,554.14 | 83,051.84 | 46.98 | Under construction | No | Yes | No | NA | NA | No | 0 |
Ningbo Tuopu Group Co., Ltd. Annual Report 2023
Note 1: The automotive intelligent brake system project, a cutting-edge innovation in brake technology, serves as a crucial component for unpiloted driving.The Company successfully finalized its intelligent brake system project on July 2023, delivering samples to customers in the latter part of the same year. By January2024, the Company commenced bulk supply.Note 2: The "light alloy sub-frame project" boasts a total investment of RMB 886.42 million, with RMB 424.38 million raised for funding. The fundraisingportion was invested on May 2023, while the company plans to further finance the project using its own resources.Note 3: Currently, there are three entities involved in the implementation of the automotive lightweight chassis system project. Ningbo Tuopu AutomobileElectronics Co., Ltd. completed and launched its project on May 2022. Hunan Tuopu Automotive Parts Co., Ltd. and Tuopu Electric Vehicle Thermal ManagementSystem (Ningbo) Co., Ltd. were completed and put into production in January 2022 as the implementation entities.
(6) Changes in or termination of fund-raising investments during the reporting period
□Applicable √Non-applicable
Ningbo Tuopu Group Co., Ltd. Annual Report 2023
(7) Other circumstnaces regarding use of proceeds during the reporting period
1. Upfront cost and replacement of issue proceeds investment projects
√Applicable □Not applicable
As of August 5, 2022, the Company had allocated a total of RMB 772,150,503.09 towards investment projects using self-financing funds. During the 22ndMeeting of the Fourth Session of the Board of Directors and the 14th Meeting of the Fourth Session of the Supervisory Committee on August 12, 2022, the"Resolution on the Use of Proceeds to Replace Self-financing Funds Invested in Proceeds Raised Projects in Advance" was considered and approved. It wasresolved to substitute the self-financing funds totaling RMB 772,150,503.09 invested as of August 5, 2022 with the proceeds. This resolution was supported by theindependent directors, who provided their individual opinions, and endorsed by the sponsoring organization through a special verification opinion. Additionally,BDO China Shu Lun Pan Certified Public Accountants LLP (Special General Partnership) issued ZF10934, "Special Assurance Report on the Replacement ofProceeds by Ningbo Tuopu Group Co., Ltd"As of August 5, 2022, the actual self-financing funds invested in the proceeds investment projects to be replaced by the Company are as follows:
Unit: in RMB 10,000
| Project title | Amount prospectively invested by issue proceeds | Amount invested in advance by self-financing funds |
| Lightweight chassis system construction project with an annual capacity of 1.5 million sets | 72,133.99 | 28,778.81 |
| Lightweight chassis system construction project with an annual capacity of 1.5 million sets | 177,866.01 | 48,436.24 |
| Total | 250,000.00 | 77,215.05 |
As of December 31, 2023, the Company has actually replaced the advanced funds of RMB 772,150,503.09 as upfront cost, of which: RMB 759,491,703.09 ofadvanced funds invested in advance was actually replaced in 2022, and RMB 12,658,800.00 of advanced funds invested in advance was actually replaced in 2023(the advanced funds paid in 2023 were paid by bank acceptance bills). The actual replacement in 2023 will be RMB 12,658,800.00 (the amount due in 2023 by bankacceptances).
2. Temporary replenishment of working capital with idle proceeds
√Applicable □Not applicable
1. The 18th meeting of the Fourth Session of the Board of Directors of the Company, held on April 13, 2022, approved the “Proposal on the Use of Part of theTemporarily Idle Proceeds to Supplement the Working Capital”. The Company proposed to allocate up to RMB 1,000 million of temporarily idle proceeds tosupplement the working capital from July 1, 2022, to June 30, 2023. The independent directors, the Supervisory Committee, and the sponsoring institution of theCompany all expressed their agreement. Subsequently, during the annual general meeting of 2021 on May 19, 2022, the Company approved the same proposal. OnJuly 2022, the Company utilized RMB 100 million for this purpose and returned the entire amount to the fund-raising account in January 2023.
Ningbo Tuopu Group Co., Ltd. Annual Report 2023
2. On August 12, 2022, the 22nd Meeting of the Fourth Session of the Board of Directors of the Company reviewed and approved the "Proposal on NewTemporary Supplementary Liquidity Amount of Idle Proceeds." The Company suggested adding a temporary idle proceeds amount of up to RMB 800 million fromthe date of approval until June 30, 2023. The independent directors, the Supervisory Committee, and the sponsor of the Company all supported this proposal. OnAugust 2022, the Company utilized RMB 200 million and returned the full amount to the working capital account on June 2023.
3. The 29th Meeting of the Fourth Session of the Board of Directors of the Company, held on April 17, 2023, approved the "Proposal on the Use of Part ofTemporarily Idle Proceeds to Supplement the Working Capital". The Company intends to enhance the working capital by utilizing a portion of temporarily idleproceeds, not exceeding RMB 500 million, for the period from July 1, 2023, to June 30, 2024. The independent directors, the Supervisory Committee, and theCompany's sponsor have all provided their concurring opinions on this proposal. As of July 2023, the Company has already utilized RMB 300 million. Thetemporarily idle proceeds continue to serve as a temporary working capital replenishment and will be returned before the specified deadline.
3. Cash management of idle proceeds and investment in related products
√Applicable □Not applicable
1. The 18th Meeting of the Fourth Session of the Board of Directors of the Company, held on April 13, 2022, approved the utilization of temporarily idleproceeds for entrusted wealth management. The Company will manage these funds through structured deposits or the purchase of capital-protected wealthmanagement products, with a maximum amount not exceeding RMB 1,000 million. The authorization period for the purchase of principal-protected wealthmanagement products is from July 1, 2022, to June 30, 2023, with funds within the quota available for rolling use. The independent directors, supervisory committee,and sponsor of the Company have all expressed their agreement on this matter.
2. On August 12, 2022, during the 22nd Meeting of the Fourth Session of the Board of Directors, the Company reviewed and approved the “Proposal on theNew Amount of New Idle Proceeds Entrusted for Wealth Management”. It was decided that the Company would add a maximum of RMB 800 million oftemporarily idle fund-raising funds for cash management purposes, without affecting ongoing fundraising projects. This amount would be utilized for structuraldeposits or the acquisition of principal-protected financial products. The authorization period was extended to one year, from the Board of Directors' approval untilJune 30, 2023. The funds within the allocated quota could be utilized on a rolling basis. The independent directors, the Supervisory Committee, and the sponsoringorganization of the Company have provided their feedback on this matter.
3. On April 17, 2023, the Company convened the 29th Meeting of the Fourth Session of the Board of Directors and the 2022 Annual General Meeting of theCompany on June 19, 2023. During the meeting, the "Proposal on Utilizing a Part of Temporarily Idle Proceeds for Entrusted Wealth Management" was deliberatedand approved. It was agreed that the Company would allocate a maximum amount of RMB 500 million from the temporarily idle proceeds for wealth managementpurposes. This authorization would be effective from July 1, 2023, until the date of approval. The authorization period spans from July 1, 2023, to June 30, 2024.The allocated funds can be utilized on a rolling basis. The Independent Directors, Supervisory Committee, and sponsoring organization of the Company shared theirperspectives on this matter.
4. In 2023, the Company managed the cash of unused fundraising funds by acquiring financial products totaling RMB 1,310 million and redeeming financialproducts totaling RMB 1,010 million. The detailed transaction information of the purchased financial products is as follows:
Unit: in RMB 10,000
| Trustee | Name of entrusted | Amount entrusted (in | Interest commencement | Maturity date | Whether recovered on |
Ningbo Tuopu Group Co., Ltd. Annual Report 2023
| financial products | RMB) | date | maturity on the balance sheet date | ||
| SPDB Ningbo Branch | Structured deposits | 30,000.00 | 2023.1.6 | 2023.3.31 | Yes |
| Bank of China Xindalu Sub-branch | Structured deposits | 10,000.00 | 2023.4.10 | 2023.6.30 | Yes |
| SPDB Ningbo Branch | Structured deposits | 30,000.00 | 2023.4.7 | 2023.6.30 | Yes |
| Hangzhou Bank Ningbo Beilun Sub-branch | Structured deposits | 5,000.00 | 2023.4.10 | 2023.6.30 | Yes |
| Bank of Ningbo Xinqi Sub-branch | Structured deposits | 5,000.00 | 2023.4.10 | 2023.7.10 | Yes |
| SPDB Ningbo Branch | Structured deposits | 18,000.00 | 2023.8.9 | 2023.12.29 | Yes |
| Hangzhou Bank Ningbo Beilun Sub-branch | Structured deposits | 3,000.00 | 2023.8.11 | 2023.12.27 | Yes |
| Hangzhou Bank Ningbo Beilun Sub-branch | Structured deposits | 20,000.00 | 2023.12.20 | 2024.6.26 | No |
| SPDB Ningbo Branch | Structured deposits | 10,000.00 | 2023.12.29 | 2024.3.29 | No |
4. Permanent replenishment of working capital or return of bank loans with over-raised funds
□Applicable √Not applicable
5. Other
□Applicable √Not applicable
XV. Note to other material matters that have significant influence on investors' value judgment and investment decisions
□Applicable √Not 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
Unit: shares
| Before change | Increase or decrease (+， -) | After change | |||||||
| Shares | Percent (%) | Issue of new shares | Bonus shares | Conversion of shares from provident fund | Other | Subtotal | Shares | Percent (%) | |
| I. Restricted shares | |||||||||
| 1. Shares held by the state | |||||||||
| 2. Shares held by state-owned corporations | |||||||||
| 3、Other domestic shares | |||||||||
| Of which: shares held by domestic non-state legal persons | |||||||||
| Shares held by domestic natural persons | |||||||||
| 4. Shares held by foreign capital | |||||||||
| Of which: shares held by overseas corporates | |||||||||
| Shares held by overseas natural persons | |||||||||
| II. Non-restrict | 1,102,046,572 | 100 | 3,201 | 3,201 | 1,102,049,773 | 100 | |||
| ed shares in circulation | |||||||||
| 1. RMB common shares | 1,102,046,572 | 100 | 3,201 | 3,201 | 1,102,049,773 | 100 | |||
| 2. Domestic listed foreign shares | |||||||||
| 3. Overseas listed foreign shares | |||||||||
| 4. Other | |||||||||
| III. Total shares | 1,102,046,572 | 100 | 3,201 | 3,201 | 1,102,049,773 | 100 |
2. Changes in shares
√Applicable □Non-applicable
On July 14, 2022, the Company publicly issued 25 million convertible bonds, referred to as “TuopuConvertible Bonds”, bond code “113061”. According to the relevant regulations and the Prospectus ofTuopu Group's Public Offering of Convertible Bonds, “Tuopu Convertible Bonds” can be converted intoTop Group's shares from January 20, 2023 onwards.
During the reporting period, a total of 3,201 shares of “Tuopu Convertible Bond” were converted.
3. Impact of changes in shares on financial indexes such as EPS and net assets per share in the mostrecent year and the most recent period (if any)
√Applicable □Non-applicable
The cumulative number of shares to be converted from the convertible bonds issued by theCompany “Tuopu Convertible Bonds” in 2023 is 3201 shares, accounting for about 0.000290% of thetotal issued shares of the Company before the conversion. Therefore, the impact of the above changes inshares due to the conversion of convertible bonds on financial indicators such as earnings per share andnet assets per share for the last year and period is negligible.
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
Note 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
(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
III. Shareholders and actual controllers
(1) Total shareholders
| Total number (accounts) of common shareholders as of the end of the reporting period | 26,728 |
| Total number of ordinary shareholders (accounts) as of the end of the previous month before the disclosure date of the annual report | 48,686 |
| 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 | No | Foreign corporate | ||
| Hong Kong Securities Clearing Company Limited | 42,448,240 | 3.85 | No | Unknown | |||
| Shanghai Ruiyang Investment Management Co., Ltd.-Ruiyang Emerging Growth Private Placement Investment Fund | 13,500,000 | 1.22 | No | Unknown | |||
| Zhang Jianping | 8,541,400 | 0.78 | Unknown | Unknown | ||||||
| Wu Jianshu | 7,210,308 | 0.65 | No | Foreign natural person | ||||||
| CITIC Securities Co., Ltd. | 6,821,204 | 0.62 | Unknown | Unknown | ||||||
| China Construction Bank Corporation - Xin'ao New Energy Selection Hybrid Securities Investment Fund | 5,492,246 | 0.50 | Unknown | Unknown | ||||||
| Ningbo Zhuyue Investment Management Co., Ltd. | 5,407,630 | 0.49 | No | Domestic non-state-owned corporate | ||||||
| National Social Security Fund 104 Portfolio | 5,072,261 | 0.46 | Unknown | Unknown | ||||||
| China Merchants Bank Corporation – Zhong Ou Alpha Hybrid Securities Investment Fund | 3,686,720 | 0.33 | Unknown | Unknown | ||||||
| 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 shares | 693,680,000 | |||||||
| Hong Kong Securities Clearing Company Limited | 42,448,240 | RMB common shares | 42,448,240 | |||||||
| Shanghai Ruiyang Investment Management Co., Ltd.-Ruiyang Emerging Growth Private Placement Investment Fund | 13,500,000 | RMB common shares | 13,500,000 | |||||||
| Zhang Jianping | 8,541,400 | RMB common shares | 8,541,400 | |||||||
| Wu Jianshu | 7,210,308 | RMB common shares | 7,210,308 | |||||||
| CITIC Securities Co., Ltd. | 6,821,204 | RMB common shares | 6,821,204 | |||||||
| China Construction Bank Corporation - Xin'ao New Energy Selection Hybrid Securities Investment Fund | 5,492,246 | RMB common shares | 5,492,246 |
| Ningbo Zhuyue Investment Management Co., Ltd. | 5,407,630 | RMB common shares | 5,407,630 |
| National Social Security Fund 104 Portfolio | 5,072,261 | RMB common shares | 5,072,261 |
| China Merchants Bank Corporation – Zhong Ou Alpha Hybrid Securities Investment Fund | 3,686,720 | RMB common shares | 3,686,720 |
| 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
Change in the top ten shareholders from the previous period
□Applicable √Not applicable
Number of shares held by the top ten shareholders with limited selling conditions and the conditions ofsale restriction
□Applicable √Not 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 shares during the reporting period | No |
| Other notes | No |
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 President of Ningbo Tuopu Vibration Control System Co., Ltd., President of Ningbo Tuopu Soundproof |
| System Co., Ltd., President of Ningbo Tuopu Coupling Co., Ltd., President of Ningbo Tuopu Automobile Special Rubber Co., Ltd., President of Ningbo Tuopu Brake System Co., Ltd. Currently in the capacity of President of MECCA INTERNATIONAL HOLDING (HK) LIMITED, President of Ningbo Tuopu Group Co., Ltd. | |
| Domestic or overseas listed companies controlled by the above person in the past 10 years | No |
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
3 Special notes to no controlling shareholders in the Company
√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 itspersons acting in concert, with the accumulative number of pledged shares accounting for morethan 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
Ⅷ. Status of share repurchases made during the reporting period
□Applicable √Non-applicable
Section 8 Information about Preference Shares
□Applicable √Non-applicable
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
(2) Bond holders and guarantors during the reporting period
√Applicable □Non-applicable
| Name of convertible corporate bonds | Tuopu Convertible Bond | ||
| Number of bond holders as at the end of the period | 8,789 | ||
| 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 (%) | |
| Bank of China Limited - China Merchants Advantage Enterprise Flexible Allocation Hybrid Securities Investment Fund | 140,000,000 | 5.60 | |
| Industrial and Commercial Bank of China Limited - China Universal Asset Management Convertible Bond Bond Securities Investment Fund | 88,456,000 | 3.54 | |
| Northwest Investment Management (Hong Kong) Limited-Northwest Feilong Fund Ltd | 86,000,000 | 3.44 | |
| Bank of China Limited - Nanfang Changyuan Convertible Bond Securities Investment Fund | 78,983,000 | 3.16 | |
| Agricultural Bank of China Limited - Nanfang Xiyuan Convertible Bond Securities Investment Fund | 72,313,000 | 2.89 | |
| Industrial and Commercial Bank of China Limited-Nanfang Guangli Return Bond Securities Investment Fund | 66,023,000 | 2.64 | |
| Industrial Bank of China Limited - Guangfa Jiyu Bond Securities Investment Fund | 63,000,000 | 2.52 | |
| Industrial and Commercial Bank of China Limited - Golden Eagle Yuanfeng Bond Securities Investment Fund | 61,292,000 | 2.45 | |
| China Merchants Bank Co., Ltd-Huaan Convertible Bond Securities Investment Fund | 55,313,000 | 2.21 | |
| Bank of China Limited – E-funds Stable Income Bond Securities Investment Fund | 52,484,000 | 2.10 | |
(IV) Changes in convertible bonds during the reporting period
√Applicable □Non-applicable
Unit: yuan Currency: Renminbi
| Name of convertible bonds | Before change | Increase or decrease | After change | ||
| Conversion of shares | Redemption of shares | Resale of shares | |||
| Tuopu Convertible Bonds | 2,500,000,000 | 228,000 | 2,499,772,000 |
Cumulative conversion of convertible bonds during the reporting period
√Applicable □Not applicable
| Name of convertible bonds | Tuopu Convertible Bonds |
| Amount of shares converted in the reporting period (yuan) | 228,000 |
| Number of shares converted in the reporting period (shares) | 3,201 |
| Cumulative number of shares converted (shares) | 3,201 |
| Cumulative number of shares converted accounted for the total number of issued shares of the company before conversion (%) | 0.000290 |
| Amount of shares not yet converted (yuan) | 2,499,772,000 |
| Unconverted convertible bonds as a percentage of total convertible bonds issued (%) | 99.990880 |
(3) Successive adjustments of conversion price
√Applicable □Not applicable
Unit: Yuan Currency: RMB
| Name of convertible bonds | Tuopu Convertible Bonds | |||
| Conversion price adjustment date | Adjusted conversion price | Disclosure time | Disclosure media | Description of conversion price adjustment |
| July 17, 2023 | RMB70.92/share | July 10, 2023 | Shanghai Stock Exchange website, Securities Times | Adjustment of the conversion price of Tuopu Convertible Bond due to the implementation of the profit distribution plan for the year 2022 |
| The latest conversion price as at the end of the reporting period, | RMB 70.92/share | |||
(V) The Company's indebtedness, changes in creditworthiness and cash arrangements for debtrepayment in the coming years
√Applicable □Not applicable
The Company's operation is stable, and as at December 31, 2023, the asset-liability ratio was 55.10%and the credit standing was good. In future years, the Company will repay the principal and interest asagreed.
(VI) Description of other conditions of the convertible bonds
□Applicable√Not applicable
Section 10 Financial Report
I. Audit report
√Applicable □Non-applicable
Audit Report
Xin Kuai Shi Bao Zi [2024] No. ZF10321
To the shareholders of Ningbo Tuopu Group Co., Ltd:
I. OpinionWe have audited the financial statements of Ningbo Tuopu Group Co., Ltd. (hereinafter referred toas “Tuopu Group”), including the parent company's and the consolidated balance sheet dated December31, 2023, 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 2023 ended, as well as the notes to relevant financial statements.In our opinion, the attached financial statements are prepared, in all material respects, in accordancewith “Accounting Standards for Business Enterprises” , which fairly reflected the consolidated and theparent company’s financial position of Ningbo Tuopu Group Co., Ltd. as at December 31, 2023 and theconsolidated and the parent company’s operating results and cash flows for the year 2023 ended.
II. Basis for Our OpinionWe conducted our audit in accordance with the Auditing Standards for Certified PublicAccountants in China. Our responsibilities under those standards are further described in the CPA'sResponsibilities for the Audit of the Financial Statements section of our report. According to the “Codeof Ethics for Chinese Certified Public Accountants”, we are independent of Tuopu and have fulfilled ourother ethical responsibilities in accordance with the Code. We believe that the audit evidence we haveobtained is sufficient and appropriate to provide a basis for our audit opinions.
III. Key Audit MattersKey audit matters are those matters that, in our professional judgment, were of most significance inour audit of the financial statements of the current period. These matters were addressed in the context ofour audit of the financial statements as a whole, and in forming our opinion thereon, and we do notprovide a separate 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 (25) of “III. Significant Accounting Policies and Accounting Estimates" and Note (40) of “V. Notes to Items of the Consolidated Financial Statements”. In 2023, Tuopu Group’s income from main business operations is RMB 18,728,035,200. 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 | 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 |
| regard Tuopu Group's revenue recognition as a key audit matter. | 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 (20) 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, 2023, the original book value of Tuopu Group's goodwill is RMB 287,349,900, and the amount of provision for impairment is RMB 84,166,800. The management conducts an impairment test on the goodwill formed by the business combination 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. | 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 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 of thisother 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 Statements
The 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 abilityto continue 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 Statements
Our 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.
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, whether dueto 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 design appropriateaudit procedures, but not for the purpose of expressing an opinion on the effectiveness of the Company'sinternal control.
(3) Evaluate the appropriateness of accounting policies used and the reasonableness of accountingestimates and related disclosures made by the Management.
(4) Conclude on the appropriateness of using the going concern assumption by the Management.At the same time, draw a conclusion, based on the audit evidence obtained, on whether there issignificant uncertainty in matters or situations that may cause major doubts about Tuopu's ability incontinuous operation. If we conclude that a material uncertainty exists, we are required to draw attentionin our audit report to the related disclosures in the financial statements or, if such disclosures areinadequate, to modify our opinion. Our conclusions are based on the information available up to the dateof 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 (Special General Partnership) Shanghai, China | Chinese CPA: Yu Weiying (Project Partner) Chinese CPA: Tang Wei Date: 22 April 2024 |
II. Financial Statements
Consolidated Balance Sheet
As of 31 December 2023
Prepared by: Ningbo Tuopu Group Co., Ltd.
Unit:Yuan Currency:RMB
| Item | Note | 31 December 2023 | 31 December 2022 |
| Current assets: | |||
| Cash and Bank Balances | VII.1 | 2,855,366,991.27 | 2,795,531,830.43 |
| Deposit Reservation for Balance | |||
| Loans to Banks and Other Financial Institutions | |||
| Trading Financial Assets | VII.2 | 300,872,066.52 | 954,888.48 |
| Derivative Financial Assets | |||
| Notes receivable | VII.4 | 554,030,607.88 | 410,801,964.08 |
| Accounts receivable | VII.5 | 5,006,715,161.67 | 4,347,460,987.76 |
| Receivables Financing | VII.7 | 1,039,933,314.87 | 1,157,514,623.70 |
| Prepayments | VII.8 | 116,414,223.74 | 117,134,585.39 |
| Premium Receivable | |||
| Reinsurance Accounts Receivable | |||
| Reinsurance Contract Reserves Receivable | |||
| Other Receivables | VII.9 | 89,762,378.31 | 140,748,361.64 |
| Including: interest receivable | |||
| Dividends Receivable | |||
| Buying Back the Sale of Financial Assets | |||
| Inventory | VII.10 | 3,244,841,805.11 | 3,255,860,915.66 |
| Contract Assets | |||
| Holding for-sale assets | |||
| Non-current Assets Due within 1 Year | |||
| Other Current Assets | VII.13 | 283,924,859.25 | 208,497,764.18 |
| Subtotal of Current Assets | 13,491,861,408.62 | 12,434,505,921.32 | |
| 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 | 139,641,447.46 | 141,704,726.21 |
| Investment in Other Equity Instruments | |||
| Other Non-current Financial Assets | |||
| Investment Property | VII.20 | 22,979,091.55 | 25,126,095.85 |
| Fixed Assets | VII.21 | 11,518,327,615.38 | 8,725,700,134.49 |
| Projects under Construction | VII.22 | 2,999,617,867.21 | 3,553,833,187.91 |
| Productive Biological Assets | |||
| Oil and gas assets | |||
| Right-of-use Assets | VII.25 | 340,623,222.02 | 89,083,423.67 |
| Intangible Assets | VII.26 | 1,390,141,202.49 | 1,227,723,584.59 |
| Development Expenditure | |||
| Goodwill | VII.27 | 203,183,057.72 | 209,241,595.49 |
| Long-term unamortized expenses | VII.28 | 169,098,529.79 | 157,573,682.61 |
| Deferred Income Tax Assets | VII.29 | 202,239,458.82 | 191,979,118.18 |
| Other Non-current Assets | VII.30 | 292,058,305.82 | 754,078,748.57 |
| Total Non-current Assets | 17,277,909,798.26 | 15,076,044,297.57 | |
| Total Assets | 30,769,771,206.88 | 27,510,550,218.89 | |
| Current Liabilities: | |||
| Short-term loan | VII.32 | 999,798,705.09 | 1,132,536,757.84 |
| Borrowings from the Central Bank | |||
| Borrowings from Banks and Other Financial Institutions | |||
| Transactional financial liabilities | |||
| Derivative Financial Liabilities | |||
| Notes Payable | VII.35 | 2,855,691,274.58 | 2,986,683,115.16 |
| Accounts Payable | VII.36 | 5,407,037,561.30 | 4,828,236,418.41 |
| Received Prepayments | |||
| Contract liabilities | VII.38 | 20,090,277.73 | 22,053,112.07 |
| Financial Assets Sold for Repurchase | |||
| Deposit Taking and Interbank Deposit | |||
| Receiving from Vicariously Traded Securities | |||
| Receiving from Vicariously Sold Securities | |||
| Payroll payable | VII.39 | 353,499,479.48 | 268,698,963.77 |
| Tax Payable | VII.40 | 271,156,762.61 | 170,226,721.86 |
| Other Payables | VII.41 | 24,690,743.41 | 22,729,867.88 |
| 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 | 1,290,220,025.19 | 23,450,209.53 |
| Other Current Liabilities | VII.44 | 1,690,671.66 | 166,036,174.17 |
| Subtotal of Current Liabilities | 11,223,875,501.05 | 9,620,651,340.69 | |
| Non-current Liabilities: | |||
| Insurance Contract Reserves | |||
| Long-term loan | VII.45 | 2,506,123,957.26 | 2,825,000,000.00 |
| Bonds Payable | VII.46 | 2,436,329,229.37 | 2,357,411,642.30 |
| Including: Preferred Stocks | |||
| Perpetual Bonds | |||
| Lease Liabilities | VII.47 | 298,078,535.61 | 67,084,816.51 |
| Long-term Payables | |||
| Long-term payroll payable | |||
| Expected Liabilities | |||
| Deferred Income | VII.51 | 424,223,057.18 | 367,153,765.44 |
| Deferred Income Tax Liabilities | VII.29 | 66,838,020.68 | 113,023,332.30 |
| Other Non-current Liabilities | |||
| Total Non-current Liabilities | 5,731,592,800.10 | 5,729,673,556.55 | |
| Total Liabilities | 16,955,468,301.15 | 15,350,324,897.24 | |
| Owners’ Equity (or Shareholders' Equity): | |||
| Paid-in capital (or share Capital) | VII.53 | 1,102,049,773.00 | 1,102,046,572.00 |
| Other Equity Instruments | VII.54 | 143,201,172.16 | 143,214,233.30 |
| Including: Preferred Stocks | |||
| Perpetual Bonds | |||
| Capital Reserves | VII.55 | 5,341,029,541.42 | 5,340,798,886.81 |
| Less: Treasury Share | |||
| Other Comprehensive Incomes | VII.57 | -7,279,431.39 | -21,343,831.86 |
| Special Reserves | |||
| Surplus Reserves | VII.59 | 706,943,994.98 | 631,484,906.94 |
| General Risk Reserves | |||
| Undistributed Profits | VII.60 | 6,498,434,550.76 | 4,933,499,753.42 |
| Total Shareholders' Equity Attributable to the Parent Company | 13,784,379,600.93 | 12,129,700,520.61 | |
| Minority Shareholders' Equity | 29,923,304.80 | 30,524,801.04 | |
| Total Shareholders' Equity | 13,814,302,905.73 | 12,160,225,321.65 | |
| Total Liabilities and Shareholders' Equity | 30,769,771,206.88 | 27,510,550,218.89 | |
Legal Representative: Wu Jianshu Accounting Work Officer: Hong Tieyang Accounting InstitutionOfficer: Hong Tieyang
Balance Sheet of the Parent Company
As of 31 December 2023Prepared by: Ningbo Tuopu Group Co., Ltd.
Unit: Yuan Currency:RMB
| Item | Note | 31 December 2023 | 31 December 2022 |
| Current Assets: | |||
| Cash and Bank Balances | 618,675,203.54 | 1,284,945,846.63 | |
| Trading Financial Assets | 300,000,000.00 | ||
| Derivative Financial Assets | |||
| Notes receivable | |||
| Accounts receivable | XIX.1 | 1,991,981,167.80 | 2,297,269,083.20 |
| Receivables Financing | 6,020,517.09 | 144,939,077.24 | |
| Prepayments | 19,523,355.44 | 77,638,963.69 | |
| Other Receivables | XIX.2 | 338,124,520.82 | 229,141,399.78 |
| Including: interest receivable | |||
| Dividends Receivable | |||
| Inventory | 748,720,435.55 | 957,961,047.03 | |
| Contract Assets | |||
| Holding for-sale assets | |||
| Non-current Assets Due within 1 Year | |||
| Other Current Assets | |||
| Subtotal of Current Assets | 4,023,045,200.24 | 4,991,895,417.57 | |
| Non-current Assets: | |||
| Investment in Creditor's Rights | |||
| Investment in Other Creditor's Rights | |||
| Long-term Receivables | |||
| Long-term Equity Investment | XIX.3 | 12,525,007,982.83 | 10,971,501,286.58 |
| Investment in Other Equity Instruments | |||
| Other Non-current Financial Assets | |||
| Investment Property | 22,979,091.55 | 25,126,095.85 | |
| Fixed Assets | 2,437,105,520.81 | 2,365,475,521.30 | |
| Projects under Construction | 238,684,855.76 | 346,048,327.78 | |
| Productive Biological Assets | |||
| Oil and gas assets | |||
| Right-of-use Assets | |||
| Intangible Assets | 290,479,090.94 | 284,237,623.81 | |
| Development Expenditure | |||
| Goodwill | |||
| Long-term unamortized expenses | 23,705,229.33 | 19,995,272.51 | |
| Deferred Income Tax Assets | 46,914,435.70 | ||
| Other Non-current Assets | 47,858,801.24 | 85,008,025.51 | |
| Total Non-current Assets | 15,585,820,572.46 | 14,144,306,589.04 | |
| Total Assets | 19,608,865,772.70 | 19,136,202,006.61 | |
| Current Liabilities: | |||
| Short-term loan | 599,470,362.78 | 499,962,135.61 | |
| Transactional financial liabilities | |||
| Derivative Financial Liabilities | |||
| Notes Payable | 575,433,154.97 | 583,212,539.50 | |
| Accounts Payable | 1,663,426,306.15 | 1,497,847,166.32 | |
| Received Prepayments | |||
| Contract liabilities | 1,605,274.16 | 1,362,904.31 | |
| Payroll payable | 116,634,952.50 | 92,793,014.53 | |
| Tax Payable | 81,172,711.50 | 44,282,203.95 | |
| Other Payables | 6,018,884.90 | 6,768,604.13 | |
| Including: interest payable | 2,342,465.75 | ||
| Dividends Payable | |||
| Holding for-sale liabilities | |||
| Non-current Liabilities Due within 1 Year | 746,896,254.40 | ||
| Other Current Liabilities | 208,685.64 | 60,409,522.56 | |
| Subtotal of Current Liabilities | 3,790,866,587.00 | 2,786,638,090.91 | |
| Non-current Liabilities: | |||
| Long-term loan | 1,970,000,000.00 | 2,780,000,000.00 | |
| Bonds Payable | 2,436,329,229.37 | 2,357,411,642.30 | |
| Including: Preferred Stocks | |||
| Perpetual Bonds | |||
| Lease Liabilities | |||
| Long-term Payables | |||
| Long-term payroll payable | |||
| Expected Liabilities | |||
| Deferred Income | 117,125,221.06 | 99,343,459.89 | |
| Deferred Income Tax Liabilities | 19,778,558.30 | 82,605,938.28 | |
| Other Non-current Liabilities | |||
| Subtotal of Non-current Liabilities | 4,543,233,008.73 | 5,319,361,040.47 | |
| Total Liabilities | 8,334,099,595.73 | 8,105,999,131.38 | |
| Owners’ Equity (or Shareholders' Equity): | |||
| Paid-in Capital (or Share Capital) | 1,102,049,773.00 | 1,102,046,572.00 | |
| Other Equity Instruments | 143,201,172.16 | 143,214,233.30 | |
| Including: Preferred Stocks | |||
| Perpetual Bonds | |||
| Capital Reserves | 5,341,029,541.42 | 5,340,798,886.81 | |
| Less: Treasury Share | |||
| Other Comprehensive Incomes | |||
| Special Reserves | |||
| Surplus Reserves | 706,943,994.98 | 631,484,906.94 | |
| Undistributed Profits | 3,981,541,695.41 | 3,812,658,276.18 | |
| Total Owners’ Equity (or Shareholders' Equity) | 11,274,766,176.97 | 11,030,202,875.23 | |
| Total Liabilities and Owners’ Equity (or Shareholders' Equity) | 19,608,865,772.70 | 19,136,202,006.61 | |
Legal Representative: Wu Jianshu Accounting Work Officer: Hong Tieyang Accounting InstitutionOfficer:Hong Tieyang
Consolidated Income StatementFor the Period from January 2023 to December 2023
Unit: Yuan Currency: RMB
| Item | Note | 2023 | 2022 |
| I. Total Operating Revenue | 19,700,560,430.00 | 15,992,821,677.50 | |
| Including: Operating Revenue | VII.61 | 19,700,560,430.00 | 15,992,821,677.50 |
| Interest Income | |||
| Earned Premiums | |||
| Service Charge and Commission Income | |||
| II. Total Operating Cost | 17,185,938,637.55 | 14,012,525,037.88 |
| Including: Operating Cost | VII.61 | 15,163,117,900.35 | 12,535,999,713.52 |
| 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 | 148,123,816.92 | 94,289,020.85 |
| Sales Expenses | VII.63 | 258,824,636.84 | 220,240,238.99 |
| Administration expenses | VII.64 | 543,720,741.04 | 423,280,764.94 |
| Research and development expense | VII.65 | 986,403,005.39 | 750,718,588.09 |
| Financial Expenses | VII.66 | 85,748,537.01 | -12,003,288.51 |
| Including: interest expenses | 228,089,328.18 | 135,057,511.74 | |
| Interest Income | 46,324,974.29 | 35,832,053.75 | |
| Add: Other income | VII.67 | 219,278,730.12 | 62,494,498.92 |
| Investment Income (Mark"-" for Loss) | VII.68 | 3,969,018.78 | 39,131,881.78 |
| Including: Investment Income from Affiliates and Joint Ventures | -2,063,278.75 | 28,254,053.75 | |
| 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 | -82,821.96 | -552,958.38 |
| Credit Impairment Losses (Mark"-" for Loss) | VII.71 | -196,691,064.38 | -71,304,017.89 |
| Asset Impairment Losses (Mark"-" for Loss) | VII.72 | -71,460,814.51 | -32,291,487.20 |
| Asset Disposal Income (Mark"-" for Loss) | VII.73 | 6,635,932.50 | -24,682.27 |
| III. Operating Profit (Mark"-" for Loss) | 2,476,270,773.00 | 1,977,749,874.58 | |
| Add: Non-operating Revenues | VII.74 | 4,102,935.73 | 6,180,024.18 |
| Less: Non-operating Expenses | VII.75 | 18,083,984.41 | 24,018,137.53 |
| IV. Total Profit (Mark"-" for Total Loss) | 2,462,289,724.32 | 1,959,911,761.23 | |
| Less: Income Tax Expense | VII.76 | 312,273,518.56 | 260,868,122.28 |
| V. Net Profit (Mark"-" for Net Loss) | 2,150,016,205.76 | 1,699,043,638.95 | |
| (1) Classified by operation continuity | |||
| 1. Net Profit as a Going Concern (Mark"-" for Net Loss) | 2,150,016,205.76 | 1,699,043,638.95 | |
| 2. Net Profit of Discontinued Operation (Mark"-" for Net Loss) | |||
| (2). Classified by the attribution of ownership | |||
| 1. Net Profit Attributable to | 2,150,642,258.47 | 1,700,208,711.12 | |
| Shareholders of Parent Company | |||
| 2. Minority Shareholders' Profit and Loss | -626,052.71 | -1,165,072.17 | |
| VI. Net Amount of Other Comprehensive Incomes after Tax | 14,088,956.94 | 3,666,722.58 | |
| (1) Net Amount of Other Comprehensive Incomes after Tax Attributable to the Parent Company's Owner | 14,064,400.47 | 3,635,064.61 | |
| 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 | 14,064,400.47 | 3,635,064.61 | |
| (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 | 14,064,400.47 | 3,635,064.61 | |
| (7) Others | |||
| (2) Net Amount of Other Comprehensive Incomes After Tax Attributable to Minority Shareholders | 24,556.47 | 31,657.97 | |
| VII. Total Comprehensive Income | 2,164,105,162.70 | 1,702,710,361.53 | |
| (1) Total Comprehensive Income Attributable to the Parent Company's Owner | 2,164,706,658.94 | 1,703,843,775.73 | |
| (2) Total Comprehensive Income Attributable to Minority Shareholders | -601,496.24 | -1,133,414.20 | |
| VIII. Earnings per Share: | |||
| (1) Basic Earnings per Share (yuan per share) | 1.95 | 1.54 | |
| (2) Diluted Earnings per Share (yuan per share) | 1.95 | 1.54 | |
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.Legal Representative: Wu Jianshu Accounting Work Officer: Hong Tieyang Accounting InstitutionOfficer:Hong Tieyang
Income Statement of the Parent CompanyFor the Period from January 2023 to December 2023
Unit:Yuan Currency:RMB
| Item | Note | 2023 | 2022 |
| I. Operating Revenue | XIX.4 | 7,358,313,567.96 | 7,076,547,178.31 |
| Less: Operating Cost | XIX.4 | 5,618,321,371.32 | 5,389,017,319.94 |
| Taxes and Surcharges | 51,014,241.28 | 41,571,254.40 | |
| Sales Expenses | 7,080,144.64 | 12,320,324.81 | |
| Administration expenses | 200,480,878.28 | 169,649,690.80 | |
| Research and development expense | 591,964,067.53 | 434,534,489.91 | |
| Financial Expenses | 158,399,513.24 | 94,051,050.65 | |
| Including: interest expenses | 191,588,472.08 | 113,911,492.01 | |
| Interest Income | 25,187,946.12 | 18,926,305.18 | |
| Add: Other income | 120,968,043.79 | 23,513,606.06 | |
| Investment Income (Mark"-" for Loss) | XIX.5 | 3,969,018.78 | 39,131,881.78 |
| Including: Investment Income from Affiliates and Joint Ventures | -2,063,278.75 | 28,254,053.75 | |
| 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 "-") | -28,586,731.03 | -26,244,459.58 | |
| Asset Impairment Losses (loss in "-") | -29,964,582.04 | -9,499,238.85 | |
| Asset Disposal Income (loss in "-") | 7,080,096.04 | -80,595.44 | |
| II. Operating Profit (loss in "-") | 804,519,197.21 | 962,224,241.77 | |
| Add: Non-operating Revenues | 543,752.23 | 1,152,149.76 | |
| Less: Non-operating Expenses | 3,155,249.75 | 2,851,919.84 | |
| III. Total Profit (total loss in “-“) | 801,907,699.69 | 960,524,471.69 | |
| Less: Income Tax Expense | 47,316,819.33 | 83,770,078.08 | |
| IV. Net Profit (Mark for Net Loss) | 754,590,880.36 | 876,754,393.61 | |
| (I) Net Profit as a Going Concern (net loss in “-“) | |||
| (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 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 | 754,590,880.36 | 876,754,393.61 | |
| VII. Earnings per Share: | |||
| (I) Basic Earnings per Share (yuan per share) | 0.68 | 0.80 | |
| (II) Diluted Earnings per Share (yuan per share) | 0.68 | 0.80 | |
Legal Representative: Wu Jianshu Accounting Work Officer: Hong Tieyang Accounting InstitutionOfficer:Hong Tieyang
Consolidated Cash Flow StatementFor the Period from January 2023 to December 2023
Unit: Yuan Currency: RMB
| Item | Note | 2023 | 2022 |
| I. Cash Flow Generated by Operational Activities: | |||
| Cash from Sales of Merchandise and Provision of Services | 19,971,831,263.03 | 16,122,523,754.96 | |
| 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 | |||
| Business Funds | |||
| Net Amount of Cash Received from the Vicariously Traded Securities | |||
| Tax Refund | 785,940,216.35 | 840,256,007.57 | |
| Other Received Cashes Related to Operational Activities | VII.78 | 316,295,492.22 | 219,062,234.00 |
| Subtotal of cash inflow from operational activities | 21,074,066,971.60 | 17,181,841,996.53 | |
| Cash Paid for Merchandise and Services | 13,429,902,173.10 | 11,453,557,445.61 | |
| 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 | 2,343,276,069.26 | 1,997,897,842.15 | |
| Cash Paid for Taxes and Surcharges | 1,087,471,879.85 | 746,268,738.06 | |
| Other Paid Cashes Related to Operational Activities | VII.78 | 847,787,572.65 | 700,097,882.31 |
| Subtotal of cash outflow from operational activities | 17,708,437,694.86 | 14,897,821,908.13 | |
| Net cash flow generated by operating activities | 3,365,629,276.74 | 2,284,020,088.40 | |
| II. Cash Flow from Investment Activities: | |||
| Cash Arising from Disposal of Investments | 1,016,032,297.53 | 870,877,828.03 | |
| Cash Arising from Investment Incomes | 12,719,979.84 | ||
| Net Cash Arising from Disposal of Fixed Assets, Intangible Assets and Other Long-term Assets | 19,710,578.44 | 22,543,846.20 | |
| Net Cash Arising from Disposal of Subsidiaries and Other Business Units | |||
| Other Received Cashes Related to Investment Activities | VII.78 | 40,915,600.00 | 16,909,763.45 |
| Subtotal of cash inflow from investment activities | 1,076,658,475.97 | 923,051,417.52 | |
| Cash Paid for Purchase and Construction of Fixed Assets, Intangible Assets and Other Long-term Assets | 3,176,917,076.36 | 5,425,571,755.88 | |
| Cash Paid for Investments | 1,310,000,000.00 | 540,000,000.00 | |
| 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 | |
| Investment Activities | |||
| Subtotal of Cash Outflow from Investment Activities | 4,486,917,076.36 | 6,028,871,755.88 | |
| Net amount of cash flow generated by investment activities | -3,410,258,600.39 | -5,105,820,338.36 | |
| III. Cash Flow from Financing Activities: | |||
| Cash Arising from Absorbing Investments | |||
| Including: Cash Arising from Subsidiaries Absorbing Investments by Minority Shareholders | |||
| Cash Arising from Borrowings | 3,565,013,356.11 | 6,802,086,141.53 | |
| Other Received Cashes Related to Financing Activities | VII.78 | 169,600,000.00 | |
| Subtotal of cash inflow from financing activities | 3,565,013,356.11 | 6,971,686,141.53 | |
| Cash Paid for Debts Repayment | 2,780,634,391.85 | 1,879,970,540.00 | |
| Cash Paid for Distribution of Dividends and Profits or Payment of Interests | 648,393,139.87 | 396,583,649.33 | |
| Including: Dividends and Profits Paid to Minority Shareholders by Subsidiaries | |||
| Other Paid Cashes Related to Financing Activities | VII.78 | 207,414,182.52 | 398,382,979.85 |
| Subtotal of cash outflow from financing activities | 3,636,441,714.24 | 2,674,937,169.18 | |
| Net cash flow generated by financing activities | -71,428,358.13 | 4,296,748,972.35 | |
| IV. Impact of Fluctuation in Exchange Rate on Cash and Cash Equivalents | 19,783,061.01 | -408,560.09 | |
| V. Net Increase in Cash and Cash Equivalents | -96,274,620.77 | 1,474,540,162.30 | |
| Add: Cash and Cash Equivalents at the Commencement of the Period | 2,410,212,553.28 | 935,672,390.98 | |
| VI. Cash and Cash Equivalents at the End of the Period | 2,313,937,932.51 | 2,410,212,553.28 | |
Legal Representative: Wu Jianshu Accounting Work Officer: Hong Tieyang Accounting InstitutionOfficer: Hong Tieyang
Cash Flow Statement of the Parent CompanyFor the Period from January 2023 to December 2023
Unit: Yuan Currency: RMB
| Item | Note | 2023 | 2022 |
| I. Cash Flow Generated by Operational Activities: | |||
| Cash from Sales of Merchandise and Provision of Services | 6,981,406,717.64 | 5,590,419,037.59 | |
| Tax Refund | 52,500,780.95 | ||
| Other Received Cashes Related | 136,982,528.01 | 67,755,649.54 | |
| to Operational Activities | |||
| Subtotal of cash inflow from operational activities | 7,170,890,026.60 | 5,658,174,687.13 | |
| Cash Paid for Merchandise and Services | 3,477,335,286.36 | 3,540,668,521.80 | |
| Cash Paid to and for Employees | 737,512,383.00 | 701,624,412.42 | |
| Cash Paid for Taxes and Surcharges | 370,383,385.60 | 329,280,493.47 | |
| Other Paid Cashes Related to Operational Activities | 354,121,687.97 | 277,901,664.88 | |
| Subtotal of cash outflow from operational activities | 4,939,352,742.93 | 4,849,475,092.57 | |
| Net cash flow generated by operating activities | 2,231,537,283.67 | 808,699,594.56 | |
| II. Cash Flow from Investment Activities: | |||
| Cash Arising from Disposal of Investments | 1,016,032,297.53 | 870,877,828.03 | |
| Cash Arising from Investment Incomes | 12,719,979.84 | ||
| Net Cash Arising from Disposal of Fixed Assets, Intangible Assets and Other Long-term Assets | 98,890,529.05 | 79,325,016.86 | |
| Net Cash Arising from Disposal of Subsidiaries and Other Business Units | |||
| Other Received Cashes Related to Investment Activities | 197,706,727.42 | 1,038,381,600.00 | |
| Subtotal of cash inflow from investment activities | 1,312,629,554.00 | 2,001,304,424.73 | |
| Cash Paid for Purchase and Construction of Fixed Assets, Intangible Assets and Other Long-term Assets | 375,255,080.01 | 568,499,551.81 | |
| Cash Paid for Investments | 2,865,569,975.00 | 4,521,316,112.52 | |
| Net Cash Paid for Acquisition of Subsidiaries and Other Business Units | |||
| Other Paid Cashes Related to Investment Activities | 332,465,000.00 | 1,118,909,600.00 | |
| Subtotal of Cash Outflow from Investment Activities | 3,573,290,055.01 | 6,208,725,264.33 | |
| Net amount of cash flow generated by investment activities | -2,260,660,501.01 | -4,207,420,839.60 | |
| III. Cash Flow from Financing Activities: | |||
| Cash Arising from Absorbing Investments | |||
| Cash Arising from Borrowings | 2,169,000,000.00 | 6,018,972,641.53 | |
| Other Received Cashes Related to Financing Activities | 100,000,000.00 | 169,600,000.00 | |
| Subtotal of cash inflow from financing activities | 2,269,000,000.00 | 6,188,572,641.53 | |
| Cash Paid for Debts Repayment | 2,139,600,000.00 | 1,350,500,000.00 | |
| Cash Paid for Distribution of Dividends and Profits or Payment of Interest | 618,038,572.64 | 381,356,170.27 | |
| Other Paid Cashes Related to | 160,232,525.08 | 275,177,346.31 | |
| Financing Activities | |||
| Subtotal of cash outflow from financing activities | 2,917,871,097.72 | 2,007,033,516.58 | |
| Net cash flow generated by financing activities | -648,871,097.72 | 4,181,539,124.95 | |
| IV. Impact of Fluctuation in Exchange Rate on Cash and Cash Equivalents | -379,127.10 | -127,226.65 | |
| V. Net Increase in Cash and Cash Equivalents | -678,373,442.16 | 782,690,653.26 | |
| Add: Cash and Cash Equivalents at the Commencement of the Period | 1,278,492,772.64 | 495,802,119.38 | |
| VI. Cash and Cash Equivalents at the End of the Period | 600,119,330.48 | 1,278,492,772.64 |
Legal Representative: Wu Jianshu Accounting Work Officer: Hong Tieyang Accounting InstitutionOfficer: Hong Tieyang
Ningbo Tuopu Group Co., Ltd. Annual Report 2023
Consolidated Statement of Changes in Owners' Equity
For the Period from January 2023 to December 2023
Unit:Yuan Currency:RMB
| Item | 2023 | ||||||||||||||
| 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 | 143,214,233.30 | 5,340,798,886.81 | -21,343,831.86 | 631,484,906.94 | 4,933,499,753.42 | 12,129,700,520.61 | 30,524,801.04 | 12,160,225,321.65 | ||||||
| Add: Changes in Accoun | |||||||||||||||
Ningbo Tuopu Group Co., Ltd. Annual Report 2023
| ting Policies | |||||||||||||||
| Correction of Errors in the Previous Period | |||||||||||||||
| Others | |||||||||||||||
| II. Balance at the Start of This Year | 1,102,046,572.00 | 143,214,233.30 | 5,340,798,886.81 | -21,343,831.86 | 631,484,906.94 | 4,933,499,753.42 | 12,129,700,520.61 | 30,524,801.04 | 12,160,225,321.65 | ||||||
| III. Increases or Decreases in This Period (Decreases in "-") | 3,201.00 | -13,061.14 | 230,654.61 | 14,064,400.47 | 75,459,088.04 | 1,564,934,797.34 | 1,654,679,080.32 | -601,496.24 | 1,654,077,584.08 | ||||||
| (I) Total Comprehensive Income | 14,064,400.47 | 2,150,642,258.47 | 2,164,706,658.94 | -601,496.24 | 2,164,105,162.70 | ||||||||||
| (II) Shareholders' Contribution and Reduction in | 3,201.00 | -13,061.14 | 230,654.61 | 220,794.47 | 220,794.47 |
Ningbo Tuopu Group Co., Ltd. Annual Report 2023
| Capital | |||||||||||||||
| 1. Common stock invested by the owner | |||||||||||||||
| 2. Capital Invested by Holders of Other Equity Instruments | 3,201.00 | -13,061.14 | 230,654.61 | 220,794.47 | 220,794.47 | ||||||||||
| 3. Amount of Share-based Payments Recorded into Shareholders' Equity | |||||||||||||||
| 4. Others | |||||||||||||||
| (III) Profit Distribution | 75,459,088.04 | -585,707,461.13 | -510,248,373.09 | -510,248,373.09 | |||||||||||
| 1. Appropriation of Surplus Reserve | 75,459,088.04 | -75,459,088.04 |
Ningbo Tuopu Group Co., Ltd. Annual Report 2023
| s | |||||||||||||||
| 2. Appropriation of General Risk Reserves | |||||||||||||||
| 3. Distribution to Owners (or Shareholders) | -510,248,373.09 | -510,248,373.09 | -510,248,373.09 | ||||||||||||
| 4. Others | |||||||||||||||
| (IV) Internal Carry-forward of Shareholders' Equity | |||||||||||||||
| 1. Capital Reserves Transferred into Capital (or Share Capital) | |||||||||||||||
| 2. Surplus Reserves Transfe |
Ningbo Tuopu Group Co., Ltd. Annual Report 2023
| rred 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 Comprehensi |
Ningbo Tuopu Group Co., Ltd. Annual Report 2023
| ve 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 | 1,102,049,773.00 | 143,201,172.16 | 5,341,029,541.42 | -7,279,431.39 | 706,943,994.98 | 6,498,434,550.76 | 13,784,379,600.93 | 29,923,304.80 | 13,814,302,905.73 |
| Item | 2022 | ||||||||||||||
| Shareholders' Equity Attributable to the Parent Company's Owner | Minority Shareholders' Equity | Total Shareholders' Equity | |||||||||||||
| Paid-in Capital (Or Share Capital) | Other Equity Instruments | Capital Reserves | Less: Treasury Share | Other Comprehensive Incomes | Special R | Surplus Reserves | Genera l R | Undistributed Profits | Others | Subtotal | |||||
| Preferre | Perpetua | Others | |||||||||||||
Ningbo Tuopu Group Co., Ltd. Annual Report 2023
| d Stocks | l Bonds | eserves | isk Reserves | ||||||||||||
| 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 | 3,627,335,428.68 | 10,589,011,458.60 | 31,658,215.24 | 10,620,669,673.84 | |||||||
| Add: Changes in Accounting Policies | |||||||||||||||
| Correction of Errors in the Previous Period | |||||||||||||||
| Consolidated under the Same Contro |
Ningbo Tuopu Group Co., Ltd. Annual Report 2023
| l | |||||||||||||||
| Others | 1,102,046,572.00 | 5,340,798,886.81 | -24,978,896.47 | 543,809,467.58 | 3,627,335,428.68 | 10,589,011,458.60 | 31,658,215.24 | 10,620,669,673.84 | |||||||
| II. Balance at the Start of This Year | 143,214,233.30 | 3,635,064.61 | 87,675,439.36 | 1,306,164,324.74 | 1,540,689,062.01 | -1,133,414.20 | 1,539,555,647.81 | ||||||||
| (I) Total Comprehensive Income | 3,635,064.61 | 1,700,208,711.12 | 1,703,843,775.73 | -1,133,414.20 | 1,702,710,361.53 | ||||||||||
| (II) Shareholders' Contribution and Reduction in Capital | |||||||||||||||
| 1. Common stock invested by the owner | |||||||||||||||
| 2. Capital Invested by Holder |
Ningbo Tuopu Group Co., Ltd. Annual Report 2023
| s 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 | -306,368,947.02 | -306,368,947.02 | -306,368,947.02 |
Ningbo Tuopu Group Co., Ltd. Annual Report 2023
| to Owners (or Shareholders) | |||||||||||||||
| 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. |
Ningbo Tuopu Group Co., Ltd. Annual Report 2023
| 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 Reserv |
Ningbo Tuopu Group Co., Ltd. Annual Report 2023
| es | |||||||||||||||
| 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 | 4,933,499,753.42 | 12,129,700,520.61 | 30,524,801.04 | 12,160,225,321.65 |
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 2023 to December 2023
Unit:Yuan Currency:RMB
| Item | 2023 | ||||||||||
| 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 | 143,214,233.30 | 5,340,798,886.81 | 631,484,906.94 | 3,812,658,276.18 | 11,030,202,875.23 | |||||
| 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 | 143,214,233.30 | 5,340,798,886.81 | 631,484,906.94 | 3,812,658,276.18 | 11,030,202,875.23 | |||||
Ningbo Tuopu Group Co., Ltd. Annual Report 2023
| III. Increases or Decreases in This Period (Decreases in “-“) | 3,201.00 | -13,061.14 | 230,654.61 | 75,459,088.04 | 168,883,419.23 | 244,563,301.74 | |||||
| (1) Total comprehensive income | 754,590,880.36 | 754,590,880.36 | |||||||||
| II) Shareholders' Contribution and Reduction in Capital | 3,201.00 | -13,061.14 | 230,654.61 | 220,794.47 | |||||||
| 1. Common stock invested by the owner | |||||||||||
| 2. Capital Invested by Holders of Other Equity Instruments | 3,201.00 | -13,061.14 | 230,654.61 | 220,794.47 | |||||||
| 3. Amount of Share-based Payments Recorded into Shareholders' Equity | |||||||||||
| 4. Others | |||||||||||
| (III) Profit Distribution | 75,459,088.04 | -585,707,461.13 | -510,248,373.09 | ||||||||
| 1. Appropriation of Surplus Reserves | 75,459,088.04 | -75,459,088.04 | |||||||||
| 2. Distribution to Owners (or Shareholders) | -510,248,373.09 | -510,248,373.09 | |||||||||
| 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 | |||||||||||
| IV. Balance at the End of This Period | 1,102,049,773.00 | 143,201,172.16 | 5,341,029,541.42 | 706,943,994.98 | 3,981,541,695.41 | 11,274,766,176.97 |
| Item | 2022 | ||||||||
| Paid-in Capital | Other Equity Instruments | Capital | Less | Othe | Spec | Undistributed | Total | ||
Ningbo Tuopu Group Co., Ltd. Annual Report 2023
| (Or Share Capital) | Preferred Stocks | Perpetual Bonds | Others | Reserves | : Treasury Share | r Comprehensive Incomes | ial Reserves | Surplus Reserves | Profits | Shareholders' Equity | |
| 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 | |||||||
| (I) 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 Reserves | 87,675,439.36 | -87,675,439.36 | |||||||||
| 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) |
Ningbo Tuopu Group Co., Ltd. Annual Report 2023
| 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 |
Legal Representative: Wu Jianshu Accounting Work Officer: Hong Tieyang Accounting Institution Officer: Hong Tieyang
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, 2023, the Company has issued a total of 1,102,049,773 shares, with aregistered capital of RMB 1,102,049,773 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 22, 2024.
IV. Basis for Preparing the Financial Statement
1. Basis for the preparation
The Company prepares the financial statement in accordance with “Accounting Standards forBusiness Enterprises - Basic Standards” issued by the Ministry of Finance and all specific accountingstandards, application guidelines for accounting standards for business enterprises, explanations on theaccounting standards for business enterprises and other related regulations (hereinafter collectively as"Accounting Standards for Business Enterprises"), and the disclosure provisions in the “PreparationRules for Information Disclosures by Companies Offering Securities to the Public No. 15 - GeneralProvisions 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 estimatesformulated by 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, 2023, as well as the consolidated and the parent’soperating results and cash flows in 2023.
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.
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. Methodology for determining materiality criteria and basis for selection
√Applicable □Non-applicable
| Item | Significance criteria |
| Significant construction in progress | Individual construction in progress exceeding 0.5% of total assets |
| Significant accounts payable aged over one year | Accounts payable where the amount of a single item exceeds 0.5% of total assets |
| Significant contract liabilities aged over one year | Contract liabilities with an amount exceeding 0.5% of total assets |
| Significant other payables aged over one year | Other accounts payable with an amount exceeding 0.5% of total assets |
| Significant cash flows from investing activities | Single cash flow from investing activities with an amount exceeding 10% of total assets |
| Significant non-wholly owned subsidiaries | Total assets of non-wholly owned subsidiaries exceeding 10% of the company's consolidated total assets or operating revenues exceeding 5% of the company's consolidated operating revenues |
| Significant joint ventures or associates | Carrying value of long-term equity investments in joint ventures or associates accounting for more than 0.5% of the Company's consolidated net assets or investment income accounted for under the equity method of long-term equity investments accounting for more than 10% of the Company's consolidated net income |
6. 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 mergingparty in business combination shall be measured at the book value of the assets, liabilities of the mergedparty (including goodwill incurred in the acquisition of the merged party by ultimate controlling party)in the consolidated 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 fair valueof the identifiable net assets acquired from the merging party in business combination, such differenceshall be recognized as goodwill; where the cost of combination is less than the fair value of theidentifiable net assets acquired from the merging party in business combination, such difference shall be
charged to the profit or loss for the period. The identifiable assets, liabilities and contingent liabilities ofthe merged party obtained in business combination that meet the recognition conditions are measured attheir 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.
7. Criteria for determining control and preparation method of consolidated financial statements
√Applicable □Non-applicable
1. Criteria for determining control
The determination of the scope of consolidation in the consolidated financial statements is based oncontrol. This scope encompasses the Company as well as all its subsidiaries. Control refers to theCompany's authority over the investee, its ability to gain variable returns by participating in theinvestee's activities, and its capacity to utilize its authority to influence the amount of returns it receives.
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 transactionsbetween the Company and the Subsidiaries and between the Subsidiaries shall be offset. Where internaltransaction indicates the occurrence of impairment loss to relevant assets, such loss shall be recognizedin full. In preparing the consolidated financial statements, where the accounting policies and theaccounting periods are inconsistent between the Company and subsidiaries, the financial statements ofsubsidiaries are adjusted where necessary in accordance with the accounting policies and accountingperiod 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 in theconsolidated balance sheet, the net profit and the total comprehensive income in the consolidated incomestatement respectively. Where losses attributable to the minority shareholders of a subsidiary of thecurrent period exceed the minority shareholders' interest entitled in the shareholders' equity of thesubsidiary 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
①General 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 theremaining 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.
②Disposal of Subsidiary Achieved by Stages
When disposal of equity interests of subsidiaries through multiple transaction until the control islost, generally transactions in stages are treatment as a package deal in accounting if the transactionterms, conditions, and economic impact of disposal of the subsidiary's equity interests comply with oneor more of 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,accounting treatment for partial disposal of equity investments of subsidiary without losing control shallbe applied before control is lost. When the control is lost, general accounting treatment for disposal of asubsidiary shall 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.
8. 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；
(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 “VII. 17. Long-term Equity Investment”.
9. 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.
10. 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.
11. 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 principalamount.
For financial assets that meet the following conditions and are not designated to be measured atfair 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 investmentsin equity 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 have beenclassified as financial assets at amortized cost or fair value through other comprehensive income, theCompany can irrevocably designate them as financial assets at fair value through current profit or loss inorder to eliminate or significantly reduce the accounting mismatch.
The financial liabilities, when initially recognized, are classified as: financial liabilities at fairvalue through 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 a reportshall 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 contract
transaction 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.
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 and LossFinancial 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 includedin the 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,other payables, long-term loans, bonds payable, and long-term payables. They are initially measured atfair value, and the transaction expenses shall be initially capitalized.The interest calculated by effective interest method during the holding period is recorded into the
current profit and loss.
Upon derecognition the difference between the consideration paid and the book value of thesefinancial liabilities 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 nor
retained virtually all of the risks and rewards related to the ownership of the financial assets, ithas not retained control of the financial assets.
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 transferof financial assets satisfies the above conditions for termination of recognition.
The transfer of financial assets can be classified into entire transfer and partial transfer. If thetransfer of an entire financial asset satisfies the conditions for termination of recognition, the differencebetween the two 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 thechange in fair value previously recorded into the owners' equities (in cases where the transferredfinancial assets are financial assets at fair value through other comprehensive income (debtinstruments)).
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 ofrecognition, 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 thebook value of the financial liabilities terminated and the consideration paid (including transferrednon-cash assets 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 financial
liabilities 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 transactionof 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 accounts for impairment of financial assets carried at amortized cost, financial assets(debt instruments) at fair value through other comprehensive income and financial guarantee contractson the basis of expected credit losses.The Company recognizes expected credit losses by calculating the probability-weighted amount ofthe present value of the difference between the cash flows receivable and the cash flows expected to bereceived from a contract, taking into account reasonable and supportable information about past events,current conditions, and forecasts of future economic conditions, weighted by the risk of default.For receivables and contract assets resulting from transactions governed by “Accounting Standardsfor Business Enterprises No. 14, Revenue”, the Company always measures its allowance for losses at anamount equal to the expected credit losses over the entire duration, regardless of whether or not there isa significant financing component. For lease receivables resulting from transactions governed by“Accounting Standards for Business Enterprises No. 21, Leases”, the Company has elected to alwaysmeasure its allowance for losses at an amount equal to the expected credit losses over the entire duration.For other financial instruments, the Company assesses at each balance sheet date the changes incredit risk of the relevant financial instruments since initial recognition.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 believesthat the credit risk of this financial instrument is not significantly increased upon initial recognition.
In case the credit risk of a financial instrument has significantly increased since initial recognition,the Company will calculate the allowance for losses based on the expected credit losses over the entirelife of the financial instrument. Conversely, if the credit risk has not significantly increased since initialrecognition, the Company will measure the allowance for losses based on the expected credit losses ofthe financial instrument within the next 12 months. Any resulting increase or reversal in the lossallowance will be recorded as an impairment loss or gain in the profit or loss statement. For financialassets (debt instruments) carried at fair value through other comprehensive income, the allowance forlosses will be recognized in other comprehensive income, while the impairment loss or gain will berecognized in the profit or loss statement for the current period, without reducing the carrying amount ofthe financial asset as reported in the balance sheet.
If there is objective evidence that a receivable is impaired for credit purposes, the Company makesan allowance for impairment of that receivable on an individual basis.
In addition to the above receivables that are individually provided for bad debts, the Companyclassifies the remaining financial instruments into portfolios based on credit risk characteristics anddetermines the expected credit losses on a portfolio basis.
The categories of portfolios and the basis for determining expected credit losses for the Company'snotes and accounts receivable financing are as follows:
| Item | Type of portfolio | Basis of determination |
| Bank acceptances | Portfolio 1 | Notes receivable with commercial banks as acceptors |
| Commercial acceptance | Portfolio 2 | Notes receivable with non-commercial banks as acceptors |
The categories of portfolio and the basis for determining the expected credit losses on accountsreceivable and other receivables were set out below:
| Item | Type of portfolio | Basis of determination |
| Accounts receivable | Aging portfolio | Aging from the point in time when the accounts receivable are recognized |
| Other receivables | Aging portfolio | Aging from the point of recognition of other receivables |
If the Company does not have a reasonable anticipation anymore that it will recover the contractualcash flows from a financial asset, either in whole or in part, the carrying amount of the financial asset isdirectly reduced.
12. Notes receivable
□Applicable √Non-applicable
13. Accounts receivable
□Applicable √Non-applicable
14. Receivables financing
□Applicable √Non-applicable
15. Other accounts receivable
□Applicable √Non-applicable
16. Inventories
√Applicable □Non-applicable
Inventory categories, issue valuation method, inventory system, amortization method for low valueconsumables and packages
√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. Inventory system
The perpetual inventory system is adopted.
4. 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.
Criteria for recognization and provision for inventory falling price reserves
√Applicable □Non-applicable
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.Where the Company provides for provision for inventory falling price reserves on a portfolio basis,the categories of portfolios and the basis for determining the portfolios as well as the basis fordetermining the net realizable value of different categories of inventories are set out below:
| Category of inventory portfolio | Basis for determining portfolio | Basis for determining net realizable value |
| Inventory age portfolio | Inventory age | The net realizable value of inventories with an age of more than one year and corresponding to models that have ceased production is zero; for other inventories, the net realizable value is the estimated selling price less estimated selling expenses and related taxes. |
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.
Categories and basis for determining provision for inventory falling price reserves according toportfolios, and basis for determining net realizable value of different categories of inventories
□Applicable √Non-applicable
Calculation method and basis for determining the net realizable value of inventories by age groupfor the purpose of recognizing net realizable value of inventories based on age group.
□Applicable √Non-applicable
17. Contract assets
√Applicable □Non-applicable
Recognition methods and standards of contract assets
√Applicable □Non-applicable
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.
Determination method and accounting treatment for the expected credit loss of contract assets
√Applicable □Non-applicable
See “V.11. 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.
Categories of portfolios for which bad debt provisioning is made according to the combination ofcredit risk characteristics and the basis for determining them
□Applicable √Non-applicable
Aging calculation method for recognizing credit risk profile groupings based on aging
□Applicable √Non-applicable
Determination of bad debt provisioning based on individual items Individual provisioningjudgment criteria
□Applicable √Non-applicable
18. Held-for-sale assets
√Applicable □Non-applicable
A non-current asset or disposal group is classified as held for sale if its carrying amount is to berecovered principally through sale (including non-monetary asset exchanges with commercial substance)rather than through continuing use.
Recognition criteria and accounting treatment for non-current assets or disposal groups classifiedas held for sale
√Applicable □Non-applicable
The Company will categorize non-current assets or disposal groups as held for sale if the followingconditions are met simultaneously:
(1) The sale of these assets or disposal groups is imminent based on the current conditions and theCompany's past practice of selling similar assets or disposal groups.
(2) It is highly likely that the sale will occur within one year. The Company has made a decision tosell and has obtained firm commitments from buyers. If the relevant regulations require approval fromthe relevant authority or regulatory body before the sale can proceed, the Company has obtained thatapproval.
For non-current assets classified as held for sale (excluding financial assets, deferred income taxassets, and assets arising from employee compensation) or disposal groups with a carrying value higherthan the fair value less costs to sell, the carrying value is reduced to the fair value less costs to sell. The
amount of the reduction is recognized as an impairment loss on the asset, which is then recorded in theprofit or loss statement. Additionally, a provision for impairment of assets held for sale is also created.
Recognition criteria and presentation of discontinued operations
√Applicable □Non-applicable
Discontinued operation is a component that meets one of the following conditions and can beseparately distinguished, and the component has been disposed of by the Company or classified as heldfor sale by the Company:
(1) The component represents a separate principal business or a separate principal operating area;
(2) The component is part of a related program of proposed dispositions of a separate principalbusiness or a separate principal operating area;
(3) The component is a subsidiary acquired exclusively for resale.
Gains and losses from continuing operations and gains and losses from discontinued operations arepresented separately in the income statement. Operating gains and losses, such as impairment losses andreversal amounts for discontinued operations, and gains and losses on disposals are presented as gainsand losses from discontinued operations. For discontinued operations presented in the current period, theCompany restates the information originally presented as profit or loss from continuing operations asprofit or loss from discontinued operations for the comparable accounting period in the current period'sfinancial statements.
19. Long-term equity investments
√Applicable □Non-applicable
1. Joint control or significant influence criteria
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 the investee,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
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 other
reasons, 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 combinationThe 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.
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 assets
or 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.
20. 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.
21. Fixed assets
(1). Conditions for recognition
√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% |
22. Projects under construction
√Applicable □Non-applicable
Projects under construction 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.Projects under construction reaching predetermined serviceable conditions shall be converted to fixedassets and begin counting for depreciation the following month. The criteria and point of time forcarrying forward the Company's construction in progress to fixed assets are as follows:
| Category | Criteria and time point for conversion to fixed assets |
| Construction works such as buildings | (1) The main construction works and ancillary works have been completed; (2) If the construction works have reached the state of intended use but the final account has not yet been finalized, the construction works shall be transferred to fixed assets at the estimated value based on the actual cost of the works from the date of reaching the state of intended use. |
| Installation of machinery and equipment, etc. | (1) Relevant equipment and other ancillary facilities have been installed; (2) the equipment can maintain normal and stable operation for a certain period of time after debugging; and (3) the equipment has been accepted by asset management personnel and users. |
23. 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 orexpenditure for holding debt liability for the acquisition, construction or production of assets qualifiedfor capitalization) 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, borrowing costs continue to be capitalizeduntil the acquisition and construction of the asset or the recommencement of production activities.
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.
24. Biological assets
□Applicable √Non-applicable
25. Oil and gas assets
□Applicable √Non-applicable
26. Intangible assets
(1). Useful life and the basis for its determination, estimation status, amortization method or reviewprocedure
√Applicable □Not 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, 2023, the Company has no intangible assets with uncertain useful life.
(1). Scope of attribution of R&D expenditures and related accounting treatment
√Applicable □Not applicable
1. Scope of research and development expenditure
Expenditures incurred by the Company in the course of conducting research and development(R&D) include relevant employee remuneration for personnel engaged in R&D activities, consumablematerials, relevant depreciation and amortization expenses and other related expenditures, and aresummarized in the following manner:
Employee remuneration related to personnel engaged in research and development activities mainlyrefers to the employee remuneration related to personnel directly engaged in research and developmentactivities as well as management personnel and direct service personnel closely related to research anddevelopment activities, consumable materials mainly refers to the relevant materials directly invested inresearch and development activities, and related depreciation and amortization expenses mainly refers tothe depreciation or amortization of fixed assets or intangible assets used in research and developmentactivities.
2. 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.
3. 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.
27. 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 the subsequentaccounting periods.
28. 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.
The amortization period and amortization method for each expense is:
| Item | Amortization Method | Amortization period |
| Item | Amortization Method | Amortization period |
| Renovation cost | Straight-line method | 5 years |
| Others | Straight-line method | 3-5 years |
29. Contract liabilities
√Applicable □Non-applicable
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.
30. 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 employeeremuneration generated by termination benefit shall be recognized at the earlier of the following dateand included in the current profit or loss: when the company cannot unilaterally withdraw terminationbenefit provided by labor relationship termination plan or layoff proposal; when the Companyrecognizes costs or expenses related to a restructuring of the payment of termination benefits.
(4).Accountant arrangement method of other long-term employee benefits
□Applicable √Non-applicable
31. 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;
(2) 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.
32. Share-based payment
□Applicable √Non-applicable
33. Preference shares, perpetual bonds and other financial instruments
□Applicable √Non-applicable
34. Revenue
(1).Disclosure of accounting policies used for revenue recognition and measurement by type of business
√Applicable □Non-applicable
1. Accounting policies for revenue recognition and measurement
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 servicecommitted 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 Companyperform its obligations.
? The product produced by the Company during the performance of its obligations isirreplaceable in use, and the Company shall be entitled to receive payment for the accumulated part ofthe performance completed 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. the Customer 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 Customerhas legal 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 tothe Customer, i.e. the Customer has obtained the principal risks and rewards in the ownership of thegoods.? The Customer has received the goods or services, etc.The determination of the Company's status as either a principally liable person or an agent is madewhen entering into a transaction, depending on whether it exercises control over the goods or servicesbefore handing them over to the customer. If the Company has the ability to control the goods orservices before transferring them to the customer, it is considered the principal and records revenueaccording to the total consideration received or receivable. On the other hand, if the Company lackscontrol over the goods or services before transferring them, it is classified as an agent and recognizesrevenue based on the anticipated commissions or fees.
2. Disclosure of specific revenue recognition and measurement methods by business type
(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 sales
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.
(2) Overseas company
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
35. 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 not
exceed the book value of the asset on the reverse date under the assumption that no provision for theimpairment is withdrawn.
36. 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;
(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.、
37. 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 accountingprofit and taxable income (or deductible loss) at the time of occurrence.
For taxable temporary differences related to investments in subsidiaries, associates and jointventures, deferred income tax liability is recognized, unless the Company can control the timing ofreversal of such temporary differences and such temporary differences are not likely to be reversed inthe foreseeable 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.
Deferred tax assets and deferred tax liabilities on the balance sheet are evaluated based on theanticipated tax rates that will be applicable during the period when the associated assets are recuperatedor the associated liabilities are resolved, in accordance with the prevailing tax regulations.
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.
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.
38. Lease
√Applicable □Non-applicable
Judgemental basis and accounting treatment of short-term leases and leases of low-value assets asa simplified treatment for lessee
√Applicable □Non-applicable
(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 thesite where the leased assets are located, or restoring the leased assets to the state as set out in the leaseterms and 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. 27. Long-term asset impairment", and performs accounting treatment for theidentified impairment loss.
(2) Lease liabilities
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 determinesthat it will exercise the option;
? The amount to be paid to exercise the option to terminate the lease, provided that the leaseterm reflects 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 rate
Remeasure 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.
(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 leasedassets;? 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.
Criteria for classification and accounting treatment of leases as lessors
√Applicable □Non-applicable
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 is
changed, 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 deemed asthe 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.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. (11).Financial Instruments" on the modification or renegotiation of the contract.
39. Other significant accounting policies and accounting estimates
□Applicable √Non-applicable
40. Changes in significant accounting policies and accounting estimates
(1). Changes in significant accounting policies
√Applicable □Non-applicable
(1) Application of the “Accounting Standards for Business Enterprises No. 16” The provision of“Accounting for Deferred Taxes on Assets and Liabilities Arising from Individual Transactions that arenot Subject to the Initial Recognition Exemption”
On 30 November 2022, the Ministry of Finance released the "Accounting Standards for BusinessEnterprises Interpretation No. 16" (Cai Kuai [2022] No. 31, hereinafter referred to as "Interpretation No.
16"), the provision of "Accounting for Deferred Taxes on Assets and Liabilities Arising from IndividualTransactions that are not Subject to the Initial Recognition Exemption" took into effect from January 1,2023,Interpretation No. 16 sets out that for individual transactions that are not business combinations anddo not impact accounting profit or taxable income, the exemption from recognizing deferred income taxliabilities and assets upon initial recognition does not apply. This includes transactions where the initialrecognition of assets and liabilities leads to the creation of taxable temporary differences and deductibletemporary differences of equal amount. Examples of such transactions include lease agreements wherethe lessee initially recognizes a lease liability on the lease term's commencement date and includes it inthe right of use assets, as well as transactions where an estimated liability is recognized and included inthe cost of relevant assets due to the presence of an abandonment obligation for fixed assets. In thesecases, enterprises must recognize the corresponding deferred tax liabilities and assets in accordance withthe relevant provisions of " Accounting Standards for Business Enterprises Interpretation No. 18-Income Taxes" and other applicable regulations at the time the transaction occurs.If a taxable temporary difference and a deductible temporary difference arises from a singletransaction to which the provision applies that occurs between the beginning of the earliest period forwhich the financial statements are presented for the first time and the date of its application, and from alease liability and right-of-use asset recognized at the beginning of the earliest period for which thefinancial statements are presented as a result of a single transaction to which the provision applies andfrom the recognition of a projected liability related to an abandonment obligation and the correspondingrelated asset, the enterprise shall make adjustments in accordance with the provision. companies shouldmake adjustments in accordance with this provision.The Company implemented this provision from January 1, 2023, and the main effects of theimplementation of this provision are set out below:
Unit: yuan
| Affected Statement Items | Amount of Impact on Balance as at January 1, 2022 | |
| Consolidated | Parent Company | |
| Deferred income tax assets | 384,782.84 | |
| Deferred tax liabilities | 140,518.31 | |
| Undistributed Profit | 244,264.53 | |
Unit: yuan
| Affected Statement Items | Consolidated | Parent Company | ||
| 2023.12.31 /2023 | 2022.12.31 /2022 | 2023.12.31 /2023 | 2022.12.31 /2022 | |
| Deferred income tax assets | 1,581,744.79 | 419,395.42 | ||
| Deferred tax liabilities | 362,733.76 | 98,215.10 | ||
| Undistributed Profit | 1,219,011.03 | 321,180.32 | ||
| Income tax expense | -897,830.71 | -76,915.79 | ||
(2) Application of “Accounting Standards for Business Enterprises Interpretation No. 17” Theprovision of "Accounting for Sale and Leaseback Transactions".
On October 25, 2023, the Ministry of Finance released the "Accounting Standards for BusinessEnterprises Interpretation No. 17" (Cai Kuai [2023] No. 21, hereinafter referred to as "Interpretation No.17"),, which will be effective as of January 1, 2024. The "Accounting for Sale and LeasebackTransactions" provision allows enterprises to implement it earlier than the year in which it is issued.
Interpretation No. 17 stipulates that when a lessee subsequently measures a lease liability arisingfrom a sale and leaseback, the lessee shall not determine the lease payments or change the lease
payments in a manner that would cause the lessee to recognize a gain or loss related to the right to usethe leased property. Upon first-time implementation of this provision, companies should retrospectivelyadjust for sale and leaseback transactions that occur after the date of initial application of "AccountingStandards for Business Enterprises Interpretation No. 21-Lease"The Company implemented this provision earlier from 2023, and the application of this provisiondid not have a material impact on the Company's financial statements.
(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
41. 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） |
| 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 andconstruction tax rates, make a disclosure of statement:
| Name of Taxpayer | Urban Maintenance and Construction Tax Rate (%) |
| Tuopu Automobile Electronics | 5 |
| Tuopu Thermal Management | 5 |
| Zhejiang Towin | 5 |
| Skateboard Chassis | 5 |
| Taizhou Tuopu | 5 |
| Sichuan Tuopu | 5 |
| Ningbo Qianhui | 5 |
| Shanghai Towin | 5 |
| Anhui Tuopu | 5 |
| Henan Tuopu | 5 |
| Tuopu Photovoltaic Technology (Hangzhou Bay) | 5 |
| Tuopu Photovoltaic Technology (Jinhua) | 5 |
| Tuopu Photovoltaic Technology (Linshui) | 5 |
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 Automobile Electronics | 15 |
| Tuopu Thermal Management | 15 |
| Zhejiang Towin | 15 |
| Suining Tuopu | 15 |
| Tuopu Chassis | 15 |
| Hunan Tuopu | 15 |
| Xi’an Tuopu | 15 |
| Sichuan Tuopu | 15 |
| Liuzhou Tuopu | 15 |
| Baoji Tuopu | 15 |
| Ningbo Qianhui | 15 |
| Chongqing Tuopu | 15 |
| Tuopu North America Limited | 26.50 |
| Tuopu North America USA Limited, INC | 27 |
| Tuopu USA, LLC | 28 |
| Tuopu International | 16.50 |
| Tuopu Poland | 19 |
| Tuopu Sweden | 20.60 |
| Tuopu Malaysia | 24 |
| TUOPU DO BRASIL | 34 |
| Tuopu Mexico | 30 |
| Other companies | 25 |
2. Preferential tax rate
√Applicable □Non-applicable
1. 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 2023 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, thepreferential 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 2023 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.GR202333103290). 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 Tuopu Thermal Management for 2023 is 15%
4. 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, Zhejiang 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 2023 is 15%.
5. 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 Suining Tuopu for 2023 is 15%.
6. 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.GR202333100609). As set out in the certificate, Zhejiang 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 Tuopu Chassis for 2023 is 15%.
7. 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), Hunan Science and Technology Bureau, HunanDepartment of Finance, and Hunan Tax Service, SAT issued the certificate of hi-tech enterprise (No.GR202343003469). As set out in the certificate, Zhejiang 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 Hunan Tuopu for 2023 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 Xi’an Tuopu for 2023 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 Western
China will pay corporate income tax at 15% from 1 January 2021 to 31 December 2030. The corporateincome tax rate applicable to Sichuan Tuopu for 2023 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 Liuzhou Tuopu for 2023 is 15%.
11. 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 2023 is 15%.
12. Under the provisions of the “Administrative measures for the accreditation of hi-techenterprises” (Guo Ke Fa Huo [2016] No. 32) and the “Guidelines for the accreditation management ofhi-tech enterprises” (Guo Ke Fa Huo [2016] No.195), Ningbo Science and Technology Bureau, NingboFinance Bureau, and Ningbo Tax Service, SAT issued the certificate of hi-tech enterprise (No.GR202333100329). 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 2023 to 2025. The corporate income tax rateapplicable to Ningbo Qianhui for 2023 is 15%.
13. 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 2023 is 15%.
14. . 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 (Beilun) was entitled to thethree-year tax exemption and three-year half tax payment policy from 2022 onwards.
15. 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.
16. 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.
17. 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 (Taizhou) was entitled to thethree-year tax exemption and three-year half tax payment policy from 2023 onwards.
18. 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 first
sum of production and operation income. Tuopu Photovoltaic Technology (Ningbo Yinzhou) wasentitled to the three-year tax exemption and three-year half tax payment policy from 2023 onwards.
19. 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 (Xiangtan) was entitled to thethree-year tax exemption and three-year half tax payment policy from 2022 onwards.
20. In accordance with the relevant regulations outlined in the “Announcement on VAT CreditPolicy for Advanced Manufacturing Enterprises” (Announcement No. 43 of the Ministry of Finance andthe State Administration of Taxation of the People's Republic of China of 2023), advancedmanufacturing enterprises have the privilege to deduct 5% of the creditable input tax amount for thecurrent period from the payable value-added tax ("VAT") between January 1, 2023, and December 31,2027. The Company, Ningbo Tuopu Automobile Electronics, Zhejiang Towin, and Ningbo Qianhui, areeligible for this VAT addition and deduction policy.
21. According to the provisions outlined in the “Announcement on Tax Policies Related to FurtherSupporting Entrepreneurship and Employment of Key Groups”(Announcement No. 15 of 2023 by theMinistry of Finance, the General Administration of Taxation, the Ministry of Human Resources andSocial Security, and the Ministry of Agriculture and Rural Development), enterprises that hireindividuals who have lifted themselves out of poverty and those who have been unemployed for over sixmonths at public employment service institutions under the human resources and social securitydepartment will receive a flat-rate sequential deduction of VAT for a three-year period. This deductionwill be based on the number of individuals recruited, provided they hold the necessary certificates, havesigned a labor contract lasting more than one year, and have paid social insurance premiums as requiredby law. This tax incentive will apply from January 1, 2023, to December 31, 2027. The Company,Ningbo Tuopu Automobile Electronics, and Ningbo Qianhui are eligible for these tax benefits.
22. According to the relevant provisions of the “Announcement of the Ministry of Finance and theState Administration of Taxation on Clarifying the Policies on Reduction and Exemption ofValue-added Tax for Small-scale Taxpayers of Value-added Tax” (Announcement No. 1 of the Ministryof Finance and the State Administration of Taxation of 2023), from 1 January 2023 to 31 December2023, taxpayers of the production service industry are allowed to deduct tax payable by adding 5% to theamount of creditable input tax of the current period. Shanghai Towin enjoys the above VAT creditpolicy.
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 | 18,810.59 | 11,944.28 |
| Bank Balance | 2,313,919,121.92 | 2,410,200,609.00 |
| Other Cash and Bank Balances | 541,429,058.76 | 385,319,277.15 |
| Deposits in finance company | ||
| Total | 2,855,366,991.27 | 2,795,531,830.43 |
| Including: Total Amount Deposited in Overseas Banks | 228,658,843.26 | 258,304,097.57 |
Other notesSchedule 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 |
| Bank acceptance deposit | 535,150,594.14 | 372,126,161.67 |
| L/C Guarantee deposits | 4,672,875.48 | |
| Guarantee and security deposit | 6,277,854.73 | 8,520,240.00 |
| Foreign exchange settlement deposit | 609.89 | |
| Total | 541,429,058.76 | 385,319,277.15 |
2. Trading Financial Assets
√Applicable □Non-applicable
Unit： Yuan Currency： RMB
| Item | Balance at the End of the Period | Balance at the Beginning of the Period | Designated reason and basis |
| Financial assets that are measured at fair value and whose changes are included in the current profit and loss | 300,872,066.52 | 954,888.48 | / |
| Including: | |||
| Investment in debt instruments | / | ||
| Investment in equity instruments | 872,066.52 | 954,888.48 | / |
| Derivative Financial Assets | / | ||
| Short-term financial products | 300,000,000.00 | / | |
| Financial assets that are designated to be measured at fair value and whose changes are included in the current profit and loss | |||
| Including: | |||
| Total | 300,872,066.52 | 954,888.48 | / |
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：RM
| Item | Balance at the End of the Period | Balance at the Beginning of the Period |
| Bank Acceptance Notes | 496,868,790.84 | 385,818,798.23 |
| Commercial Acceptance Notes | 57,161,817.04 | 24,983,165.85 |
| Total | 554,030,607.88 | 410,801,964.08 |
(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 | 445,995,139.27 |
| Commercial Acceptance Notes | 36,584,945.90 |
| Total | 482,580,085.17 |
(3). 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
□Applicable √Non-applicable
Ningbo Tuopu Group Co., Ltd. Annual Report 2023
(4). 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 portfolios | 557,039,124.57 | 100.00 | 3,008,516.69 | 0.54 | 554,030,607.88 | 412,116,867.55 | 100.00 | 1,314,903.47 | 0.32 | 410,801,964.08 |
| Including: | ||||||||||
| Portfolio: bank acceptance notes | 496,868,790.84 | 89.20 | 496,868,790.84 | 385,818,798.23 | 93.62 | 385,818,798.23 | ||||
| Portfolio 2: commercial acceptance notes | 60,170,333.73 | 10.80 | 3,008,516.69 | 5.00 | 57,161,817.04 | 26,298,069.32 | 6.38 | 1,314,903.47 | 5.00 | 24,983,165.85 |
Ningbo Tuopu Group Co., Ltd. Annual Report 2023
| Total | 557,039,124.57 | / | 3,008,516.69 | / | 554,030,607.88 | 412,116,867.55 | / | 1,314,903.47 | / | 410,801,964.08 |
Bad debt provision accrued based on single item
□Applicable √Non-applicable
Bad debt provision accrued based on portfolio:
√Applicable □Non-applicable
Unit：Yuan Currency：RMB
| Name | Balance at the End of the Period | ||
| Notes receivable | Bad Debt Provision | Accrued Proportion (%) | |
| Portfolio 1: bank acceptance notes | 496,868,790.84 | ||
| Portfolio 2: commercial acceptance notes | 60,170,333.73 | 3,008,516.69 | 5.00 |
| Total | 557,039,124.57 | 3,008,516.69 | |
Notes to bad debt provision accrued based on portfolio
□Applicable √Non-applicable
Provision for bad debts based on general model of expected credit losses
□Applicable √Non-applicable
Notes to significant changes in the carrying amount of notes receivable for which a change in theallowance for losses occurred during the period:
□Applicable √Non-applicable
(5). 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 | |||
| Portfolio 1: bank acceptance notes | ||||||
| Portfolio 2: commercial acceptance notes | 1,314,903.47 | 1,693,613.22 | 3,008,516.69 | |||
| Total | 1,314,903.47 | 1,693,613.22 | 3,008,516.69 | |||
Significant withdrawal or reversal amount of provision for bad debts in the current period:
□Applicable √Non-applicable
(6). Accounts receivable actually written off in the current period
□Applicable √Non-applicable
Particulars about significant accounts receivable written off:
□Applicable √Non-applicable
Note on write-off of notes receivable:
□Applicable √Non-applicable
Other notes
□Applicable √Non-applicable
5. Accounts receivable
(1). Disclosure by aging
√Applicable □Non-applicable
Unit：Yuan Currency：RMB
| Aging | Book Balance at the End of the Period | Book Balance at the Beginning of the Period |
| Within 1 year | ||
| Including: sub-item within 1 year | ||
| Within 1 year | 5,358,563,151.03 | 4,551,006,545.30 |
| Subtotal within 1 year | 5,358,563,151.03 | 4,551,006,545.30 |
| 1 to 2 years | 59,317,771.10 | 16,692,451.22 |
| 2 to 3 years | 6,568,262.84 | 9,718,986.45 |
| Over 3 years | 10,026,871.15 | 5,860,460.91 |
| 3 to 4 years | ||
| 4 to 5 years | ||
| Over 5 years | 14,810,992.23 | 12,507,717.03 |
| Total | 5,449,287,048.35 | 4,595,786,160.91 |
Ningbo Tuopu Group Co., Ltd. Annual Report 2023
(2). Disclosure by provision method 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 | 166,439,402.18 | 3.05 | 166,439,402.18 | 100.00 | 7,536,306.12 | 0.16 | 7,536,306.12 | 100.00 | ||
| Including: | ||||||||||
| Bad debt provision accrued based on portfolio | 5,282,847,646.17 | 96.95 | 276,132,484.50 | 5.23 | 5,006,715,161.67 | 4,588,249,854.79 | 99.84 | 240,788,867.03 | 5.25 | 4,347,460,987.76 |
| Including: | ||||||||||
| Bad debt provision accrued based on aging groups | 5,282,847,646.17 | 96.95 | 276,132,484.50 | 5.23 | 5,006,715,161.67 | 4,588,249,854.79 | 99.84 | 240,788,867.03 | 5.25 | 4,347,460,987.76 |
Ningbo Tuopu Group Co., Ltd. Annual Report 2023
| Total | 5,449,287,048.35 | / | 442,571,886.68 | / | 5,006,715,161.67 | 4,595,786,160.91 | / | 248,325,173.15 | / | 4,347,460,987.76 |
Provision for bad debt 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 | |
| Human Horizons (Shandong) Technology Co., Ltd. | 117,815,838.01 | 117,815,838.01 | 100.00 | Expected to be unrecoverable |
| Wilmaster New Energy Auto Parts (Wenzhou) Co., Ltd. | 14,768,198.95 | 14,768,198.95 | 100.00 | Expected to be unrecoverable |
| VM Motor Purchasing (Shanghai) Co., Ltd. | 11,687,740.70 | 11,687,740.70 | 100.00 | Expected to be unrecoverable |
| Human Horizons (Jiangsu) Technology Co., Ltd. | 5,784,653.68 | 5,784,653.68 | 100.00 | Expected to be unrecoverable |
| Chongqing Hyosow Parts Co., Ltd. | 4,682,782.60 | 4,682,782.60 | 100.00 | Expected to be unrecoverable |
| Henan Dongqi Chenfei Rubber and Plastic Co., Ltd. | 2,438,745.39 | 2,438,745.39 | 100.00 | Expected to be unrecoverable |
| Jiangling Holdings Co., Ltd. | 1,602,562.00 | 1,602,562.00 | 100.00 | Expected to be unrecoverable |
| Beijing Borgward Motor Co., Ltd. | 1,449,066.88 | 1,449,066.88 | 100.00 | Expected to be unrecoverable |
| GAC Fiat Chrysler Co., Ltd. Guangzhou Branch | 1,415,371.81 | 1,415,371.81 | 100.00 | Expected to be unrecoverable |
| VM Motor Technology (Sichuan) Co., Ltd. | 1,365,699.92 | 1,365,699.92 | 100.00 | Expected to be unrecoverable |
| Hafei Motor Co., Ltd. | 958,585.20 | 958,585.20 | 100.00 | Expected to be unrecoverable |
| VM Motor Technology(Hengyang) Co., Ltd. | 922,148.75 | 922,148.75 | 100.00 | Expected to be unrecoverable |
| GAC Fiat Chrysler Co., Ltd. | 902,816.58 | 902,816.58 | 100.00 | Expected to be unrecoverable |
| Zhejiang Green Field Motor Co., Ltd. | 408,702.32 | 408,702.32 | 100.00 | Expected to be unrecoverable |
| VM Motor Sales (Shanghai) Co., Ltd. | 236,489.39 | 236,489.39 | 100.00 | Expected to be unrecoverable |
| Total | 166,439,402.18 | 166,439,402.18 | 100.00 | / |
Notes to bad debt provision accrued based on single item:
□Applicable √Non-applicable
Bad debt provision accrued based on portfolios:
√Applicable □Non-applicable
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) | 5,234,962,659.34 | 261,748,132.98 | 5.00 |
| 1-2 years (including 2 years) | 32,496,204.56 | 3,249,620.46 | 10.00 |
| 2-3 years (including 3 years) | 2,091,363.28 | 627,408.98 | 30.00 |
| 3-5 years (including 5 years) | 6,975,242.27 | 4,185,145.36 | 60.00 |
| Over 5 years | 6,322,176.72 | 6,322,176.72 | 100.00 |
| Total | 5,282,847,646.17 | 276,132,484.50 |
Recognition criteria for and notes to bad debt provision by portfolios:
□Applicable √Non-applicable
Provision for bad debts based on general model of expected credit losses
□Applicable √Non-applicable
Note to significant changes in the carrying amount of accounts receivable for which changes in theallowance for losses occurred during the period:
□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 single item | 7,536,306.12 | 158,903,096.06 | 166,439,402.18 | |||
| Bad debt provision accrued based on portfolios | 240,788,867.03 | 35,344,284.77 | 667.30 | 276,132,484.50 | ||
| Total | 248,325,173.15 | 194,247,380.83 | 667.30 | 442,571,886.68 | ||
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 | 667.30 |
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 | Ending balance of accounts receivable | Ending balance of contract assets | Ending balance of accounts receivable and contract assets | Percentage of total ending balance of accounts receivable and contract assets (%) | Ending balance of provision for bad debts |
| No.1 | 1,435,822,042.99 | 1,435,822,042.99 | 26.35 | 71,791,102.15 | |
| No.2 | 478,843,179.79 | 478,843,179.79 | 8.79 | 23,942,158.99 | |
| No.3 | 278,178,029.69 | 278,178,029.69 | 5.10 | 13,908,901.48 | |
| No.4 | 214,549,841.68 | 214,549,841.68 | 3.94 | 10,727,492.08 | |
| No.5 | 197,498,985.12 | 197,498,985.12 | 3.62 | 9,874,949.26 | |
| Total | 2,604,892,079.27 | 2,604,892,079.27 | 47.80 | 130,244,603.96 |
Other notes:
□Applicable √Non-applicable
6. Contract assets
(1). Status of contract assets
□Applicable √Not Applicable
(2). Amounts and reasons for significant changes in book value during the reporting period
□Applicable √Not applicable
(3). Disclosure by provision for bad debt
□Applicable √Not applicable
Provision for bad debts is made on a single item basis:
□Applicable √Not applicable
Note to bad debt provisioning by individual item:
□Applicable √Not applicable
Provision for bad debts by portfolio:
□Applicable √Not applicable
Provision for bad debts based on general model of expected credit losses.
□Applicable √Not applicable
Note to significant changes in the carrying amount of contract assets for which a change in theallowance for losses has occurred during the period:
□Applicable √Not Applicable
(4). Provision for bad debts on contract assets for the current period
□Applicable √Not applicable
Of which the amount of bad debt provision recovered or reversed during the period is significant:
□Applicable √Not applicable
(5). Contract assets actually written off during the period
□Applicable √Not applicable
Of which significant contract assets written off
□Applicable √Not applicable
Description of contract assets written off:
□Applicable √Not applicable
Other notes:
□Applicable √Not Applicable
7. Receivables financing
(1). Presentation of receivables financing classifications
√Applicable □Not Applicable
Unit：Yuan Currency：RMB
| Item | Balance at the End of the Period | Balance at the Beginning of the Period |
| Notes receivable | 1,039,933,314.87 | 1,157,514,623.70 |
| Accounts receivable | ||
| Total | 1,039,933,314.87 | 1,157,514,623.70 |
(2). Receivable financing pledged by the company at the end of the period
√Applicable □Not Applicable
Unit：Yuan Currency：RMB
| Item | Amount pledged at the end of the period |
| Bank Acceptance Notes | 438,059,635.51 |
| Commercial Acceptance Notes | |
| Total | 438,059,635.51 |
(3). The Company's receivable financing that has been endorsed or discounted and is not due on thebalance sheet date at the end of the period,
√Applicable □Not Applicable
Unit：Yuan Currency：RMB
| Total | Amounts derecognized at the end of the period | Amounts not derecognized at the end of the period |
| Bank Acceptance Notes | 371,123,760.82 | |
| Commercial Acceptance Notes | ||
| Total | 371,123,760.82 |
Ningbo Tuopu Group Co., Ltd. Annual Report 2023
(4). 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 portfolios | 1,040,142,093.70 | 100.00 | 208,778.83 | 0.02 | 1,039,933,314.87 | 1,158,889,551.78 | 100.00 | 1,374,928.08 | 0.12 | 1,157,514,623.70 |
| Including | ||||||||||
| Portfolio 1: bank acceptance notes | 1,035,966,517.17 | 99.60 | 1,035,966,517.17 | 1,131,400,990.15 | 97.63 | 1,131,400,990.15 | ||||
| Portfolio 2: commercial acceptance notes | 4,175,576.53 | 0.40 | 208,778.83 | 5.00 | 3,966,797.70 | 27,488,561.63 | 2.37 | 1,374,928.08 | 5.00 | 26,113,633.55 |
| Total | 1,040,142,093.70 | / | 208,778.83 | / | 1,039,933,314.87 | 1,158,889,551.78 | / | 1,374,928.08 | / | 1,157,514,623.70 |
Provision for bad debts is made on an individual basis:
□Applicable √Not Applicable
Explanation of provision for bad debts by individual item:
□Applicable √Not applicable
Provision for bad debts by portfolio:
□Applicable √Not applicable
Provision for bad debts based on general model of expected credit losses.
□Applicable √Not applicable
Note to significant changes in the carrying amount of receivables financing for which changes in theallowance for losses occurred during the period:
□Applicable √Not Applicable
(5). Provision for bad debts
√Applicable □Not 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 single item | ||||||
| Bad debt provision accrued based on combinations | 1,374,928.08 | 1,166,149.25 | 208,778.83 | |||
| Total | 1,374,928.08 | 1,166,149.25 | 208,778.83 | |||
Of which the amount of bad debt provision recovered or reversed during the period is significant:
□ Applicable √ Not applicable
(6). Receivables financing actually written off during the period
□ Applicable √ Not applicable
Of which significant write-offs of receivables financing:
□ Applicable √ Not applicable
Note to write-offs:
□ Applicable √ Not applicable
(7). Changes in receivables financing increase or decrease during the period and changes in fair value:
√Applicable □Not 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 |
| Bank Acceptance Notes | 1,131,400,990.15 | 2,748,932,339.04 | 2,844,366,812.02 | 1,035,966,517.17 | |
| Commercial Acceptance Notes | 26,113,633.55 | 10,104,890.59 | 33,417,875.69 | 1,166,149.25 | 3,966,797.70 |
| Total | 1,157,514,623.70 | 2,759,037,229.63 | 2,877,784,687.71 | 1,166,149.25 | 1,039,933,314.87 |
(8). Other notes:
□ Applicable √ Not applicable
8. Prepayments
(1). Presentation of prepayments by age
√Applicable □Non-applicable
Unit：Yuan Currency：RMB
| Age | Balance at the End of the Period | Balance at the Start of the Period | ||
| Amount | Percentage(%) | Amount | Percentage(%) | |
| Within 1 year | 111,225,475.06 | 95.54 | 113,208,636.79 | 96.65 |
| 1-2 years | 2,307,879.19 | 1.98 | 2,274,534.64 | 1.94 |
| 2-3 years | 1,248,987.46 | 1.08 | 856,296.82 | 0.73 |
| Over 3 years | 1,631,882.03 | 1.40 | 795,117.14 | 0.68 |
| Total | 116,414,223.74 | 100.00 | 117,134,585.39 | 100.00 |
(2). Particulars of prepayments 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 |
| Ningbo Hangzhou Bay China Resources Gas Co., Ltd. | 7,150,196.61 | 6.14 |
| State Grid Zhejiang Electric Power Co., Ltd. Ningbo Power Supply Company | 4,324,789.73 | 3.72 |
| Ningbo Gelite Supply Chain Management Co., Ltd. | 3,039,659.95 | 2.61 |
| SRI TRANG INTERNATIONAL PTE .LTD | 1,948,019.55 | 1.67 |
| Groz-Beckert Trading (Shenzhen) Co. Ltd. | 1,695,964.50 | 1.46 |
| Total | 18,158,630.34 | 15.60 |
Other notes
□Applicable √Non-applicable
9. 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 | ||
| Other Receivables | 89,762,378.31 | 140,748,361.64 |
| Total | 89,762,378.31 | 140,748,361.64 |
Other Notes:
□Applicable √Non-applicable
Interest receivable
(1). Classification of interest receivable
□Applicable √Not applicable
(2). Significant overdue interest
□Applicable √Not applicable
(3). Disclosure by bad debt accrual method
□Applicable √Not applicable
Provision for bad debts is made on a single item basis:
□Applicable √Not applicable
Note to bad debt provisioning by individual item:
□Applicable √Not applicable
Provision for bad debts by portfolio:
□Applicable √Not applicable
(4). Provision for bad debts based on general model of expected credit losses.
□Applicable √Not applicable
Note to significant changes in the carrying amount of interest receivable for which changes in theallowance for losses occurred during the period:
□Applicable √Not applicable
(5). Provision for bad debts
□Applicable √Not applicable
Of which the amount of bad debt provision recovered or reversed during the period is significant:
□Applicable √Not applicable
(6). Actual write-off of interest receivable during the period
□Applicable √Not applicable
Of which significant write-off of interest receivable
□Applicable √Not applicable
Note to write-offs:
□Applicable √Not applicable
Other notes:
□Applicable √Not applicable
Dividends receivable
(1). Dividends receivable
□Applicable √Not applicable
(2). Significant dividends receivable with an age of more than 1 year
□Applicable √Not applicable
(3). Disclosure by bad debt accrual method
□Applicable √Not applicable
Provision for bad debts is made on a single item basis:
□Applicable √Not applicable
Note to bad debt provision by individual item:
□Applicable √Not applicable
Provision for bad debts by portfolios:
□Applicable √Not applicable
(4). Provision for bad debts based on the general model of expected credit losses
□Applicable √Not applicable
Note to significant changes in the carrying amount of dividends receivable for which changes in theallowance for losses occurred during the period:
□Applicable √Not applicable
(5). Provision for bad debt
□Applicable √Not applicable
Of which the amount of bad debt provision recovered or reversed during the period is significant:
□Applicable √Not applicable
(6). Dividends receivable actually written off during the period
□Applicable √Not applicable
Dividends receivable written off of which the amount is significant:
□Applicable √Not applicable
Note to write-offs:
□Applicable √Not applicable
Other notes:
□Applicable √Not applicable
Other receivables
(7). Disclosure by age
√Applicable □Not applicable
Unit：Yuan Currency：RMB
| Age | Book Balance at the End of the Period | Book Balance at the Beginning of the Period |
| Within 1 year | ||
| Including: sub-item within 1 year | ||
| Within 1 year | 50,731,522.57 | 119,744,672.53 |
| Subtotal within 1 year | 50,731,522.57 | 119,744,672.53 |
| 1 to 2 years | 35,362,927.22 | 26,904,374.34 |
| 2 to 3 years | 11,647,415.88 | 3,409,500.48 |
| Over 3 years | 3,969,015.68 | 975,838.75 |
| 3 to 4 years | ||
| 4 to 5 years | ||
| Over 5 years | 988,401.00 | 734,660.00 |
| Total | 102,699,282.35 | 151,769,046.10 |
(8). Categorized by 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 | 6,027,386.91 | 1,661,465.71 |
| Security deposits | 73,765,967.01 | 133,075,160.14 |
| Others | 22,905,928.43 | 17,032,420.25 |
| Total | 102,699,282.35 | 151,769,046.10 |
(9). Particualrs 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, 2023 | 11,020,684.46 | 11,020,684.46 | ||
| Balance of the current period on January 1, 2023 | ||||
| --Transfer to Phase 2 | ||||
| --Transfer to Phase 3 | ||||
| --Transfer to Phase 2 | ||||
| --Transfer to Phase 1 | ||||
| Provision made in the current period | 1,916,219.58 | 1,916,219.58 | ||
| Reversal in the current period | ||||
| Write-off in the current period | ||||
| Write-off in the current period | ||||
| Other changes |
| Balance on December 31, 2023 | 12,936,904.04 | 12,936,904.04 |
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). Particualrs 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 | 11,020,684.46 | 1,916,219.58 | 12,936,904.04 | |||
| Total | 11,020,684.46 | 1,916,219.58 | 12,936,904.04 | |||
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
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
| 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 |
| Development and Management Administration Committee of Ningbo Hangzhou Bay New Area | 35,274,298.00 | 34.35 | Deposits and guarantees | Note | 7,119,833.30 |
| Avalon Risk Management Insurance Ag | 16,290,210.00 | 15.86 | Deposits and guarantees | Within 1 year | 814,510.50 |
| DGE-RE 7R IMMOBILIEN UNTERNEHMERGESELLSCHAFT | 7,872,923.60 | 7.67 | Deposits and guarantees | 1-2 years | 787,292.36 |
| Ningbo Youli Haixin Machinery Co., Ltd. | 7,224,000.00 | 7.03 | Other | Within 1 year | 361,200.00 |
| BANCO ACTINVER,S.A. | 3,101,398.17 | 3.02 | Deposits and guarantees | Within 1 year | 155,069.91 |
| Total | 69,762,829.77 | 67.93 | / | / | 9,237,906.07 |
Note: The amount within 1 year is RMB 22,384,400.00, the amount due within 1-2 years is RMB9,508,485.00, and the amount due within 2-3 years is RMB 3,381,413.00.
(13). Presented in other receivables due to centralized management of funds
□Applicable √Non-applicable
Other notes:
□Applicable √Non-applicable
Ningbo Tuopu Group Co., Ltd. Annual Report 2023
10. 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 | 417,047,432.46 | 3,749,418.34 | 413,298,014.12 | 486,063,273.70 | 4,025,995.05 | 482,037,278.65 |
| WIPs | 873,843,603.34 | 6,041,797.88 | 867,801,805.46 | 712,904,558.22 | 3,652,026.92 | 709,252,531.30 |
| Finished goods | 1,274,079,073.65 | 50,752,108.46 | 1,223,326,965.19 | 1,378,642,132.29 | 32,884,953.85 | 1,345,757,178.44 |
| Revolving materials | 28,925,666.14 | 28,925,666.14 | 46,509,211.87 | 46,509,211.87 | ||
| Consumptive biological assets | ||||||
| Contract performance cost | ||||||
| Delivered goods | 772,568,717.76 | 61,079,363.56 | 711,489,354.20 | 709,066,282.35 | 36,761,566.95 | 672,304,715.40 |
| Total | 3,366,464,493.35 | 121,622,688.24 | 3,244,841,805.11 | 3,333,185,458.43 | 77,324,542.77 | 3,255,860,915.66 |
(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 | 4,025,995.05 | 1,926,852.97 | 2,203,429.68 | 3,749,418.34 | ||
| WIPs | 3,652,026.92 | 3,608,388.08 | 1,218,617.12 | 6,041,797.88 | ||
| Finished goods | 32,884,953.85 | 34,096,128.82 | 16,228,974.21 | 50,752,108.46 | ||
Ningbo Tuopu Group Co., Ltd. Annual Report 2023
| Revolving materials | ||||||
| Consumptive biological assets | ||||||
| Contract performance cost | ||||||
| Delivered goods | 36,761,566.95 | 25,770,906.87 | 1,453,110.26 | 61,079,363.56 | ||
| Total | 77,324,542.77 | 65,402,276.74 | 21,104,131.27 | 121,622,688.24 |
Reasons for reversal or write-off of provision for decline in value of inventories during the period
√ Applicable □ Not applicable
After the provision for decline in value of inventories has been made, if the factors affecting the previous write-down of the value of inventories have disappeared,resulting in the net realizable value of inventories being higher than the book value, the provision for decline in value of inventories will be reversed to the extent ofthe amount of provision for decline in value of inventories originally made, and the reversal will be recognized in the gain or loss of the current period
Provision for decline in value of inventories by portfolio
√Applicable □Not applicable
Unit：Yuan Currency：RMB
| Name of the portfolio | End of the period | Beginning of the period | ||||
| Book balance | Falling price reserves | Accrual proportion of falling price reserves (%) | Book balance | Falling price reserves | Accrual proportion of falling price reserves (%) | |
| Within 1 year | 3,166,420,501.17 | 22,425,432.86 | 0.71 | 3,159,665,420.20 | 4,089,698.17 | 0.13 |
| Over 1 year | 200,043,992.18 | 99,197,255.38 | 49.59 | 173,520,038.23 | 73,234,844.60 | 42.21 |
| Total | 3,366,464,493.35 | 121,622,688.24 | 3,333,185,458.43 | 77,324,542.77 | ||
Provisioning criteria for provision for decline in value of inventories by portfolio
√Applicable □Not applicable
For inventories with an age of more than one year and corresponding to the relevant models that have ceased production, the net realizable value is zero; for otherinventories, the net realizable value is the estimated selling price less estimated selling expenses and related taxes.
(3). Notes to the balance at the end of the inventory period with the capitalized amount of borrowingcosts
□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
11. Held-for-sale assets
□Applicable √Non-applicable
12. Non-current assets due within one year
□Applicable √Non-applicable
Debt investments maturing within one year
□Applicable √Non-applicable
Other debt investments due within one year
□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 | 274,192,305.55 | 201,427,014.58 |
| Advance payment of corporate income tax | 9,730,304.44 | 7,060,542.43 |
| Advance payment of other taxes | 2,249.26 | 10,207.17 |
| Total | 283,924,859.25 | 208,497,764.18 |
14. Debt investments
(1). Particulars of debt investments
□Applicable √Not applicable
Changes in provision for impairment of debt investments during the period
□Applicable √Not applicable
(2). Significant debt investments at the end of the period
□Applicable √Not applicable
(3). Provision for impairment
□Applicable √Not applicable
Note to significant changes in the carrying amount of debt investments for which changes in provisionfor losses occurred during the period:
□Applicable √Not applicable
Amount of provision for impairment for the current period and the basis adopted for assessing whetherthere is a significant increase in the credit risk of financial instruments:
□Applicable √Not applicable
(4). Actual write-off of debt investments during the period
□Applicable √Not applicable
Particulrs on write-off of significant debt investments
□Applicable √Not applicable
Note to write-off of debt investments:
□Applicable √Not applicable
Other notes
□Applicable √Not applicable
15. Other debt investments
(1). Other debt investments
□Applicable √Not applicable
Changes in provision for impairment of other debt investments during the period
□Applicable √Not applicable
(2). Significant other debt investments at the end of the period
□Applicable √Not applicable
(3). Provision for impairment
□Applicable √Not applicable
Note to significant changes in the carrying amount of other debt investments for which changes inprovision for losses occurred during the period:
□Applicable √Not applicable
Amount of provision for impairment for the current period and the basis adopted for assessing whetherthere is a significant increase in the credit risk of the financial instruments:
□Applicable √Not applicable
(4). Other debt investments actually written off during the period
□Applicable √Not applicable
Write-off of significant other debt investments during the period
□Applicable √Not applicable
Note to write-off of other debt investments:
□Applicable √Not applicable
Other notes:
□Applicable √Not applicable
16. Long-term receivables
(1). Long-term receivables
□Applicable √Not applicable
(2). Disclosure by bad debt accrual
□Applicable √Not applicable
Provision for bad debts is made on a single item basis:
□Applicable √Not applicable
Note to bad debt provisioning on a single item basis:
□Applicable √Not applicable
Provision for bad debts by portfolio:
□Applicable √Not applicable
(3). Provision for bad debts based on general model of expected credit losses
□Applicable √Not applicable
Note to significant changes in the carrying amount of long-term receivables for which changes in theallowance for losses occurred during the period:
□Applicable √Not applicable
Amount of provision for bad debts for the current period and the basis adopted for assessing whetherthere is a significant increase in the credit risk of financial instruments
□Applicable √Not applicable
(4). Provision for bad debts
□Applicable √Not applicable
Of which the amount of bad debt provision recovery or reversal for the current period is significant:
□Applicable √Not applicable
(5). Long-term receivables actually written off during the period
□Applicable √Not applicable
Of which significant long-term receivables written off
□Applicable √Not applicable
Note to long-term receivables written off:
□Applicable √Not applicable
Other notes
□Applicable √Not applicable
Ningbo Tuopu Group Co., Ltd. Annual Report 2023
17. Long-term equity investments
(1). Particulars on long-term equity investments
√Applicable □Not 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 | Others | ||||
| I. Joint ventures | |||||||||||
| Tuopu Electrical Appliances Co., Ltd. | 62,798,436.88 | 36,310,651.82 | 99,109,088.70 | ||||||||
| Ningbo Borgers Tuopu Automobile Parts Co., Ltd. | 78,906,289.33 | -38,373,930.57 | 40,532,358.76 | ||||||||
| Subtotal | 141,704,726.21 | -2,063,278.75 | 139,641,447.46 | ||||||||
| II. Affiliates | |||||||||||
| Subtotal | |||||||||||
| Total | 141,704,726.21 | -2,063,278.75 | 139,641,447.46 | ||||||||
(2). Particulars on impairment test of long-term equity investments
□Applicable √Non-applicable
Other notesAs of December 31, 2023, there was no indication of impairment for the Company's foreigninvestment in joint ventures and therefore no impairment test was performed.
18. Other equity instrument investments
(1). Particulars of other equity instrument investments
□Applicable √Non-applicable
(2). Note to the existence of derecognition during the period
□Applicable √Non-applicable
Other notes
□Applicable √Non-applicable
19. Other non-current financial assets
Other notes
□Applicable √Non-applicable
Other notes:
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 | 44,143,733.52 | 6,689,012.00 | 50,832,745.52 | |
| 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 | ||||
| (1) Disposal | ||||
| (2) Other Transfer-out | ||||
| 4. Balance at the end of the period | 44,143,733.52 | 6,689,012.00 | 50,832,745.52 | |
| II. Accumulated Depreciation and Amortization | ||||
| 1. Balance at the | 22,904,353.97 | 2,802,295.70 | 25,706,649.67 | |
| beginning of the period | ||||
| 2. Increased in the Current Period | 1,986,468.01 | 160,536.29 | 2,147,004.30 | |
| (1) Accrual or Amortization | 1,986,468.01 | 160,536.29 | 2,147,004.30 | |
| 3. Decreased in the Current Period | ||||
| (1) Disposal | ||||
| (2) Other transfer-out | ||||
| 4. Balance at the end of the period | 24,890,821.98 | 2,962,831.99 | 27,853,653.97 | |
| 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 | 19,252,911.54 | 3,726,180.01 | 22,979,091.55 | |
| 2. Book value at the beginning of the period | 21,239,379.55 | 3,886,716.30 | 25,126,095.85 | |
(2). Particulars of investment property without the property right certificate granted
□Applicable √Non-applicable
(3). Impairment test of investment properties using the cost measurement model
□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 | 11,518,327,615.38 | 8,725,700,134.49 |
| Disposal of fixed assets | ||
| Total | 11,518,327,615.38 | 8,725,700,134.49 |
Other notes:
□Applicable √Non-applicable
Ningbo Tuopu Group Co., Ltd. Annual Report 2023
Fixed assets
(1). Particulars on 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 | photovoltaic engineering projects | Total |
| I . Original book value: | |||||||
| 1.Balance at the beginning 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 |
| 2. Increased in the Current Period | 1,016,727,604.79 | 2,810,758,093.21 | 6,751,449.68 | 30,166,407.09 | 46,799,153.35 | 3,911,202,708.12 | |
| （1）Purchase | 76,995,896.62 | 680,008,431.78 | 6,751,449.68 | 20,660,911.42 | 784,416,689.50 | ||
| （2）Transfer-in of project under construction | 939,731,708.17 | 2,130,749,661.43 | 9,505,495.67 | 46,799,153.35 | 3,126,786,018.62 | ||
| （3）Increase from business combination | |||||||
| 3.Decreased amount in the Current Period | 790,620.82 | 45,443,987.55 | 3,640,830.12 | 6,339,344.59 | 56,214,783.08 | ||
| （1）Disposal or scrapping | 790,620.82 | 45,443,987.55 | 3,640,830.12 | 6,339,344.59 | 56,214,783.08 | ||
| 4. Balance at the end of the period | 4,592,213,418.68 | 10,625,086,220.88 | 41,932,295.32 | 290,246,020.06 | 68,200,328.83 | 144,838,446.00 | 15,762,516,729.77 |
| II. Accumulated Depreciation | |||||||
| 1. Balance at the beginning 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 |
| 2. Increased in the Current Period | 175,792,046.78 | 888,208,915.78 | 4,672,234.99 | 27,169,611.57 | 1,533,864.14 | 4,799,003.52 | 1,102,175,676.78 |
| (1) Accrual | 175,792,046.78 | 888,208,915.78 | 4,672,234.99 | 27,169,611.57 | 1,533,864.14 | 4,799,003.52 | 1,102,175,676.78 |
Ningbo Tuopu Group Co., Ltd. Annual Report 2023
| 3.Decreased amount in the Current Period | 238,856.38 | 31,341,579.84 | 3,085,314.46 | 5,149,481.95 | 39,815,232.63 | ||
| （1）Disposal or scrapping | 238,856.38 | 31,341,579.84 | 3,085,314.46 | 5,149,481.95 | 39,815,232.63 | ||
| 4.Balance at the end of the period | 753,932,863.11 | 3,296,106,717.48 | 24,374,512.79 | 156,653,650.45 | 7,030,210.64 | 6,091,159.92 | 4,244,189,114.39 |
| 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 or scrapping | |||||||
| 4. Balance at the end of the period | |||||||
| IV. Book value | |||||||
| 1.Book value at the end of the period | 3,838,280,555.57 | 7,328,979,503.40 | 17,557,782.53 | 133,592,369.61 | 61,170,118.19 | 138,747,286.08 | 11,518,327,615.38 |
| 2. Book value at the beginning 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). Particulars of temporarily idle fixed assets
□Applicable √Non-applicable
(3). Particulars of fixed assets rented under financial leasing
□Applicable √Non-applicable
(4). 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 | 933,895,912.66 | Pending |
(5). Impairment test of fixed assets
□Applicable √Non-applicable
Other notes:
□Applicable √Non-applicable
Disposal of fixed assets
□Applicable √Non-applicable
22. Project under construction
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 |
| Project under construction | 2,999,617,867.21 | 3,553,833,187.91 |
| Construction supplies and materials | ||
| Total | 2,999,617,867.21 | 3,553,833,187.91 |
Other notes:
□Applicable √Non-applicable
Ningbo Tuopu Group Co., Ltd. Annual Report 2023
Project under construction
(1). Particulars on project under construction
√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 | 2,243,955,143.40 | 2,243,955,143.40 | 2,367,324,618.54 | 2,367,324,618.54 | ||
| Tools under fabrication | 123,931,701.82 | 123,931,701.82 | 137,404,271.66 | 137,404,271.66 | ||
| Parent company project | 219,377.88 | 219,377.88 | 7,852,391.90 | 7,852,391.90 | ||
| Tuopu EV Project | 452,283.19 | 452,283.19 | 417,137,085.85 | 417,137,085.85 | ||
| Tuopu Chassis Project | 5,029,993.09 | 5,029,993.09 | ||||
| Skateboard Chassis Project | 55,006,264.64 | 55,006,264.64 | 427,307,484.97 | 427,307,484.97 | ||
| Wuhan Tuopu Project | 67,924.53 | 67,924.53 | ||||
| Ningbo Qianhui Project | 834,597.60 | 834,597.60 | 1,137,867.18 | 1,137,867.18 | ||
| Chongqing Tuopu Project | 375,000.00 | 375,000.00 | ||||
| USHONE TECHNOLOGY Project | 97,650,602.44 | 97,650,602.44 | 4,237,442.87 | 4,237,442.87 | ||
| Tuopu Poland Project | 45,903,374.46 | 45,903,374.46 | 139,934,661.06 | 139,934,661.06 | ||
| Chongqing Chassis Project | 108,989,892.40 | 108,989,892.40 | 32,549,117.36 | 32,549,117.36 | ||
| Tuopu Photovoltaic Technology (Beilun) Project | 10,637,655.77 | 10,637,655.77 | ||||
| Tuopu Photovoltaic Technology (Hangzhou Bay) Project | 106,205,202.98 | 106,205,202.98 | 2,446,905.90 | 2,446,905.90 | ||
| Tuopu Photovoltaic Technology (Taizhou) Project | 2,434,216.41 | 2,434,216.41 | ||||
| Tuopu Photovoltaic Technology (Jinhua) Project | 6,413,011.85 | 6,413,011.85 | ||||
| Tuopu Photovoltaic Technology (Ningbo Yinzhou) Project | 29,159,790.00 | 29,159,790.00 | ||||
Ningbo Tuopu Group Co., Ltd. Annual Report 2023
| Tuopu Photovoltaic Technology (Xiangtan) Project | 19,784,124.40 | 19,784,124.40 | ||||
| Tuopu Photovoltaic Technology (Wuhan) Project | 7,450,367.54 | 7,450,367.54 | ||||
| Taizhou Tuopu Project | 760,550.45 | 760,550.45 | 390,767.23 | 390,767.23 | ||
| Xi’an Tuopu Project | 8,614,686.36 | 8,614,686.36 | ||||
| Huzhou Tuopu Project | 32,669,447.24 | 32,669,447.24 | ||||
| Anhui Tuopu Project | 100,655,085.19 | 100,655,085.19 | ||||
| Tuopu Mexico Project | 8,528,146.96 | 8,528,146.96 | ||||
| Total | 2,999,617,867.21 | 2,999,617,867.21 | 3,553,833,187.91 | 3,553,833,187.91 |
(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 | 2,367,324,618.54 | 1,818,208,659.90 | 1,885,500,666.65 | 56,077,468.39 | 2,243,955,143.40 | Under construction | Self-funded or raised | |||||
| Tools under fabrication | 1,300,000,000.00 | 417,137,085.85 | 1,995,583.63 | 418,059,249.03 | 621,137.26 | 452,283.19 | 95.44 | Under construction | Self-funded or raised |
Ningbo Tuopu Group Co., Ltd. Annual Report 2023
| Tuopu Chassis Project | 300,000,000.00 | 5,029,993.09 | 17,787,986.64 | 22,817,979.73 | 91.09 | Completed | Self-funded or raised | |||||
| Skateboard Chassis Project | 1,250,000,000.00 | 427,307,484.97 | 129,429,090.93 | 496,572,770.95 | 5,157,540.31 | 55,006,264.64 | 44.53 | Under construction | Self-funded or raised | |||
| USHONE TECHNOLOGY Project | 250,000,000.00 | 4,237,442.87 | 93,413,159.57 | 97,650,602.44 | 39.06 | Under construction | Self-funded or raised | |||||
| Tuopu Poland Project | 250,000,000.00 | 139,934,661.06 | 74,718,671.56 | 168,749,958.16 | 45,903,374.46 | 85.86 | Under construction | Self-funded or raised | ||||
| Chongqing Chassis Project | 220,000,000.00 | 32,549,117.36 | 76,440,775.04 | 108,989,892.40 | 49.54 | Under construction | Self-funded or raised | |||||
| Tuopu Photovoltaic Technology (Hangzhou Bay) Project | 230,000,000.00 | 2,446,905.90 | 107,954,382.98 | 4,196,085.90 | 106,205,202.98 | 72.90 | Under construction | Self-funded or raised | ||||
| Xi’an Tuopu Project | 130,000,000.00 | 8,614,686.36 | 8,614,686.36 | 6.63 | Under construction | Self-funded or raised | ||||||
| Huazhou Tuopu Project | 150,000,000.00 | 32,669,447.24 | 32,669,447.24 | 21.78 | Under construction | Self-funded or raised | ||||||
| Anhui Tuopu Project | 200,000,000.00 | 100,655,085.19 | 100,655,085.19 | 50.33 | Under construction | Self-funded or raised | ||||||
| Total | 3,395,967,309.64 | 2,461,887,529.04 | 2,995,896,710.42 | 61,856,145.96 | 2,800,101,982.30 | / | / | / | / |
(3). Provision for impairment of construction in progress in the current period
□Applicable √Non-applicable
(4). Particulars of construction materials and supplies
□Applicable √Non-applicable
Other notes
□Applicable √Non-applicable
Construction materials and supplies
(1). Particulars on construction materials and supplies
□Applicable √Non-applicable
23. Productive biological assets
(1). Productive biological assets measured at cost
□Applicable √Non-applicable
(2). Impairment test of productive biological assets using the cost measurement
□Applicable √Non-applicable
(3). Productive biological assets measured at fair value
□Applicable √Non-applicable
Other notes
□Applicable √Non-applicable
24. Oil and gas assets
(1) Particulars on oil and gas assets
□Applicable √Non-applicable
(2) Impairment test of oil and gas assets
□Applicable √Non-applicable
25. Right-of-use assets
(1) Particulars on 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 | 117,838,594.48 | 117,838,594.48 |
| 2. Increased in the Current Period | 294,506,856.56 | 294,506,856.56 |
| (1)New leases | 291,710,136.69 | 291,710,136.69 |
| （2）Other | 2,796,719.87 | 2,796,719.87 |
| 3.Decreased in the Current Period | 16,735,924.78 | 16,735,924.78 |
| (1)Disposal | 16,735,924.78 | 16,735,924.78 |
| 4. Balance at the end of the period | 395,609,526.26 | 395,609,526.26 |
| II. Accumulated amortization | ||
| 1. Balance at the beginning of the period | 28,755,170.81 | 28,755,170.81 |
| 2. Increased in the Current Period | 38,708,393.33 | 38,708,393.33 |
| (1) Accrual | 38,201,180.13 | 38,201,180.13 |
| (2)Other | 507,213.20 | 507,213.20 |
| 3.Decreased in the Current Period | 12,477,259.90 | 12,477,259.90 |
| (1) Disposal | 12,477,259.90 | 12,477,259.90 |
| (2) Other | ||
| 4. Balance at the end of the period | 54,986,304.24 | 54,986,304.24 |
| III. Provision for Impairment | ||
| 1. Balance at the beginning of the period | ||
| 2. Increased in the Current Period | ||
| (1) Accrual | ||
| 3. Decreased amount 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 | 340,623,222.02 | 340,623,222.02 |
| 2.Book value at the beginning of the period | 89,083,423.67 | 89,083,423.67 |
(2) Impairment test of right-of-use assets
□Applicable √Non-applicable
Other notes:
Ningbo Tuopu Group Co., Ltd. Annual Report 2023
26. Intangible assets
(1). Particulars on 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 | 1,254,085,188.75 | 123,985,868.48 | 1,548,222.50 | 1,379,619,279.73 | ||
| 2. Increased in the Current Period | 171,057,603.26 | 32,631,556.04 | 52,657.01 | 203,741,816.31 | ||
| (1) Purchase | 171,057,603.26 | 32,631,556.04 | 52,657.01 | 203,741,816.31 | ||
| (2) Internal research and development | ||||||
| (3) Acquisition | ||||||
| 3.Decreased amount in the Current Period | ||||||
| (1) Disposal | ||||||
| 4. Balance at the end of the period | 1,425,142,792.01 | 156,617,424.52 | 1,600,879.51 | 1,583,361,096.04 | ||
| II. Accumulated amortization | ||||||
| 1. Balance at the beginning of the period | 104,234,540.05 | 46,307,963.71 | 1,353,191.38 | 151,895,695.14 | ||
| 2. Increased in the Current Period | 26,370,673.24 | 14,756,104.59 | 197,420.58 | 41,324,198.41 | ||
| (1) Accrual | 26,370,673.24 | 14,756,104.59 | 197,420.58 | 41,324,198.41 | ||
| (2) Increase due to business combination | ||||||
| (1) Disposal | ||||||
| 4. Balance at the end of the | 130,605,213.29 | 61,064,068.30 | 1,550,611.96 | 193,219,893.55 | ||
Ningbo Tuopu Group Co., Ltd. Annual Report 2023
| period | ||||||
| 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 | 1,294,537,578.72 | 95,553,356.22 | 50,267.55 | 1,390,141,202.49 | ||
| 2.Book value at the beginning of the period | 1,149,850,648.70 | 77,677,904.77 | 195,031.12 | 1,227,723,584.59 | ||
The proportion of intangible assets formed through in-house research and development to the balance of intangible assets at the end of the period was 0
(2). Particulars of land use rights without property right certificate granted
□Applicable √Non-applicable
(3) Impairment test of intangible assets
□Applicable √Non-applicable
Other notes:
□Applicable √Non-applicable
28. Goodwill
(1). Original 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 | |||
| Zhejiang Towin, Suining Tuopu | 279,645,980.89 | 279,645,980.89 | ||||
| Tuopu North America Limited | 1,080,371.29 | 1,080,371.29 | ||||
| Ningbo Qianhui | 6,058,537.77 | 6,058,537.77 | ||||
| Chongqing Tuopu | 565,010.88 | 565,010.88 | ||||
| Total | 287,349,900.83 | 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 | |||
| Zhejiang Towin、Suining Tuopu | 78,108,305.34 | 78,108,305.34 | ||||
| Tuopu North America Limited | ||||||
| Ningbo Qianhui | 6,058,537.77 | 6,058,537.77 | ||||
| Chongqing Tuopu | ||||||
| Total | 78,108,305.34 | 6,058,537.77 | 84,166,843.11 | |||
(3). Information about the asset group or combination of asset groups where the goodwill is a part
√Applicable□Non-applicable
| Name | Composition and basis of the asset | Operating segment and basis | Whether consistent with previous years |
| group or portfolio to which it belongs | |||
| Asset portfolio of Zhejiang Towin, Suining Tuopu Chassis | Long-term operating assets of Zhejiang Towin and Suining Tuopu, as well as the goodwill allocated to this asset group, based upon the smallest combination of assets capable of generating independent cash flows. | The operating segments are Zhejiang Towin and Suining Tuopu, based upon the internal organizational structure | Yes |
| Asset portfolio of Tuopu North America Limited | Long-term operating assets of Tuopu North America Limited, as well as the goodwill allocated to this asset group, based upon the smallest combination of assets capable of generating independent cash flows. | The operating segments are Tuopu North America Limited, based upon the internal organizational structure | Yes |
| Asset portfolio of Ningbo Qianhui | Long-term operating assets of Ningbo Qianhui, as well as the goodwill allocated to this asset group, based upon the smallest combination of assets capable of generating independent cash flows. | The operating segments are Ningbo Qianhui, based upon the internal organizational structure | Yes |
| Asset portfolio of Chongqing Tuopu | Long-term operating assets of Chongqing Tuopu (including its wholly-owned subsidiary Hangzhou Tuopu), as well as the goodwill allocated to this asset group, based upon the smallest combination of assets capable of generating independent cash flows. | The operating segments are Chongqing Tuopu (including its wholly-owned subsidiary Hangzhou Tuopu), based upon the internal organizational structure | Yes |
Change in asset group or combination of asset groups
□Applicable √Not applicable
Other notes
□Applicable √Not applicable
Ningbo Tuopu Group Co., Ltd. Annual Report 2023
(4). Specific determination of recoverable amount
Determination of recoverable amount as the net fair value less disposal costs
□Applicable √Not applicable
Determination of present value of recoverable amount as estimated future cash flows
√Applicable □Not applicable
Unit: Yuan Currency: RMB
| Item | Book value | Recoverable amount | Impairment amount | Length of years in the forecast period | Key parameters in the forecast period (growth rates, profit margins, etc.) | Basis for determining the parameters in the forecast period | Key parameters in the stabilization period (growth rates, profit margins, discount rates, etc.) | Determination basis for key parameters in the stabilization period |
| Asset portfolio of Zhejiang Towin, Suining Tuopu chassis business | 573,860,766.26 | 585,000,000.00 | 5 | CAGR of 7.29% in operating income from 2024 to 2028, average gross margin of 15.99%, and pre-tax discount rate of 13.01% | Key parameters are determined based on the macroeconomic situation, industry development trends, historical annual operating conditions and future development plans of the enterprise | Operating income growth rate of 0%, gross margin of 16.61% and pre-tax discount rate of 13.01% for the stabilization period | Key parameters are determined based on the macroeconomic situation, industry development trends, historical annual operating conditions and future development plans of the enterprise | |
| Asset portfolio of Tuopu North | 5,658,193.97 | 10,815,850.02 | 5 | CAGR of 1.97% in operating | Key parameters are determined | Operating income growth | Key parameters are determined |
Ningbo Tuopu Group Co., Ltd. Annual Report 2023
| America Limited | income from 2024 to 2028, average gross margin of 9.96%, and pre-tax discount rate of 15.05% | based on the macroeconomic situation, industry development trends, historical annual operating conditions and future development plans of the enterprise | rate of 0%, gross margin of 9.96% and pre-tax discount rate of 15.05% for the stabilization period | based on the macroeconomic situation, industry development trends, historical annual operating conditions and future development plans of the enterprise | ||||
| Asset portfolio of Ningbo Qianhui | 31,754,444.99 | 18,061,268.78 | 6,058,537.77 | 5 | CAGR of 7.99% in operating income from 2024 to 2028, average gross margin of 22.70%, and pre-tax discount rate of 13.01% | Key parameters are determined based on the macroeconomic situation, industry development trends, historical annual operating conditions and future development plans of the enterprise | Operating income growth rate of 0%, gross margin of 23.00% and pre-tax discount rate of 13.01% for the stabilization period | Key parameters are determined based on the macroeconomic situation, industry development trends, historical annual operating conditions and future development plans of the enterprise |
| Asset portfolio of Chongqing Tuopu | 27,647,335.87 | 55,904,546.35 | 5 | CAGR of 5.00% in operating income from 2024 to 2028, average gross margin of 4.63%, and | Key parameters are determined based on the macroeconomic situation, industry | Operating income growth rate of 0%, gross margin of 4.63% and pre-tax discount rate of | Key parameters are determined based on the macroeconomic situation, industry |
Ningbo Tuopu Group Co., Ltd. Annual Report 2023
| pre-tax discount rate of 13.01% | development trends, historical annual operating conditions and future development plans of the enterprise | 13.01% for the stabilization period | development trends, historical annual operating conditions and future development plans of the enterprise | |||||
| Total | 638,920,741.09 | 669,781,665.15 | 6,058,537.77 | / | / | / | / | / |
Reasons for differences between the foregoing information and information used in impairment tests inprevious years or external information that is clearly inconsistent with the information
□Applicable √Not applicable
Reasons for differences between the information used in the Company's impairment tests in previousyears and the actual situation in the current year that are obviously inconsistent
□Applicable √Not applicable
(5). Performance commitments and corresponding goodwill impairmentPerformance commitments existed at the time of the formation of goodwill and the reporting period orthe previous period of the reporting period was within the performance commitment period.
□Applicable √Not applicable
Other notes
□Applicable √Not 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 |
| Renovation cost, etc. | 64,484,088.01 | 20,811,318.65 | 23,845,202.58 | 3,916,400.18 | 57,533,803.90 |
| Other | 93,089,594.60 | 75,464,980.85 | 55,230,255.48 | 1,759,594.08 | 111,564,725.89 |
| Total | 157,573,682.61 | 96,276,299.50 | 79,075,458.06 | 5,675,994.26 | 169,098,529.79 |
30. Deferred income tax assets/deferred income tax liabilities
(1). Deferred income tax assets that are 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 impairment of assets | 580,348,774.48 | 132,000,760.12 | 339,360,231.93 | 77,287,878.06 |
| Unrealized profits from internal transactions | 152,661,213.35 | 37,356,680.93 | 194,893,974.99 | 49,508,868.97 |
| Deductible loss | ||||
| Deferred income | 424,223,057.18 | 73,625,068.41 | 367,153,765.44 | 64,717,907.95 |
| Transactional financial assets | 383,273.84 | 57,491.08 | 300,451.88 | 45,067.78 |
| Lease liabilities | 344,361,800.01 | 93,729,723.27 | 90,535,026.04 | 19,791,603.26 |
| Total | 1,501,978,118.86 | 336,769,723.81 | 992,243,450.28 | 211,351,326.02 |
(2). Deferred income tax liabilities that are 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 | 36,815,532.32 | 9,203,883.08 | 40,130,786.36 | 10,032,696.59 |
| Changes in the fair value of other equity instrument investments | ||||
| Changes in the fair value of other debt investments | ||||
| Accelerated depreciation of fixed assets | 611,948,559.17 | 91,792,283.87 | 554,388,471.47 | 83,158,270.72 |
| Temporary differences in convertible bonds | 52,409,376.44 | 7,861,406.47 | 131,560,999.24 | 19,734,149.89 |
| Right-of-use assets | 340,623,222.02 | 92,510,712.25 | 89,083,423.67 | 19,470,422.94 |
| Total | 1,041,796,689.95 | 201,368,285.67 | 815,163,680.74 | 132,395,540.14 |
(3). Deferred income tax assets or liabilities presented by net amount after offset
√Applicable □Non-applicable
Unit: Yuan Currency: RMB
| Item | Amount of deferred tax assets and liabilities offset at end of period | Ending balance of deferred tax assets or liabilities after offsetting | Amount of deferred tax assets and liabilities offset at beginning of period | Beginning balance of deferred tax assets or liabilities after offsetting |
| Deferred income tax assets | 134,530,264.99 | 202,239,458.82 | 19,372,207.84 | 191,979,118.18 |
| Deferred income tax liabilities | 134,530,264.99 | 66,838,020.68 | 19,372,207.84 | 113,023,332.30 |
(4). Particulars on unrecognized deferred income tax asset
□Applicable √Non-applicable
(5). 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 | Provision | Book value | Book balance | Provision | Book value | |
| balance | for decline in value | for decline in 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 | 292,058,305.82 | 292,058,305.82 | 692,488,748.57 | 692,488,748.57 | ||
| Total | 292,058,305.82 | 292,058,305.82 | 754,078,748.57 | 754,078,748.57 |
Ningbo Tuopu Group Co., Ltd. Annual Report 2023
31. Assets with restricted ownership or right to use
√Applicable □Non-applicable
Unit: Yuan Currency: RMB
| Item | End of period | Beginning of period | ||||||
| Book balance | Book value | Type of restriction | Condition of restriction | Book balance | Book value | Type of restriction | Condition of restriction | |
| Bank and cash | 541,429,058.76 | 541,429,058.76 | Other | Security deposit | 385,319,277.15 | 385,319,277.15 | Other | Security deposit |
| Notes Receivable | 482,580,085.17 | 480,750,837.88 | Pledge | Pledge | 346,311,612.00 | 345,484,236.24 | Pledge | Pledge |
| Inventories | ||||||||
| Fixed assets | 964,846,332.80 | 664,318,107.19 | Mortgage | Mortgage | 1,909,238,304.38 | 1,512,868,733.96 | Mortgage | Mortgage |
| Intangible assets | 215,968,916.82 | 167,242,044.27 | Mortgage | Mortgage | 303,097,691.82 | 250,416,605.54 | Mortgage | Mortgage |
| Investment properties | 24,529,646.86 | 8,501,803.54 | Mortgage | Mortgage | ||||
| Receivables financing | 438,059,635.51 | 438,059,635.51 | Pledge | Pledge | 1,044,064,293.97 | 1,042,989,709.79 | Pledge | Pledge |
| Total | 2,667,413,675.92 | 2,300,301,487.15 | / | / | 3,988,031,179.32 | 3,537,078,562.68 | / | / |
32. Short-term loans
(1). Category of short-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 loan | ||
| Mortgage loan | ||
| Guaranteed loan | ||
| Credit loan | 999,000,000.00 | 1,131,827,400.00 |
| Unmatured interest | 798,705.09 | 709,357.84 |
| Total | 999,798,705.09 | 1,132,536,757.84 |
(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
□Applicable √Non-applicable
33. Transactional financial liabilities
□Applicable √Non-applicable
Other notes:
□Applicable √Non-applicable
34. Derivative financial liabilities
□Applicable √Non-applicable
35. Notes payable
(1). Presentation of notes payable
√Applicable □Non-applicable
Unit: Yuan Currency: RMB
| Category | Balance at the end of the period | Balance at the beginning of the period |
| Commercial acceptance notes | ||
| Bank acceptance notes | 2,855,691,274.58 | 2,986,683,115.16 |
| Total | 2,855,691,274.58 | 2,986,683,115.16 |
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) | 5,220,972,897.01 | 4,740,966,651.23 |
| 1-2 years (including 2 years) | 156,534,365.52 | 70,949,315.73 |
| 2-3 years (including 3 years) | 16,867,130.16 | 6,775,739.34 |
| Over 3 years | 12,663,168.61 | 9,544,712.11 |
| Total | 5,407,037,561.30 | 4,828,236,418.41 |
(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
(3). Amounts and reasons for significant changes in book value during the reporting period
□Applicable √Non-applicable
Other notes
□Applicable √Non-applicable
38. Contract liabilities
(1). Particulars on contract liabilities
√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) | 11,579,301.98 | 12,611,863.68 |
| 1-2 years (including 2 years) | 1,010,852.47 | 2,297,107.82 |
| 2-3 years (including 3 years) | 1,199,952.64 | 371,856.86 |
| Over 3 years | 6,300,170.64 | 6,772,283.71 |
| Total | 20,090,277.73 | 22,053,112.07 |
(2). Significant contractual liabilities aged over 1 year
□Applicable √Non-applicable
(3). 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 | 267,754,276.65 | 2,280,161,246.89 | 2,205,283,837.85 | 342,631,685.69 |
| II. Demission benefits - defined contribution scheme | 944,687.12 | 147,863,114.43 | 137,940,007.76 | 10,867,793.79 |
| III. Dismissal benefits | ||||
| IV. Other benefits due within 1 year | ||||
| Total | 268,698,963.77 | 2,428,024,361.32 | 2,343,223,845.61 | 353,499,479.48 |
(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 | 264,803,873.26 | 1,992,049,916.70 | 1,937,841,168.91 | 319,012,621.05 |
| 2. Staff welfare | 18,097.01 | 151,284,931.29 | 132,396,608.32 | 18,906,419.98 |
| 3. Social insurance contributions | 580,088.31 | 51,162,947.58 | 49,734,150.91 | 2,008,884.98 |
| Including: medical insurance premium | 489,297.07 | 45,543,748.06 | 44,335,882.48 | 1,697,162.65 |
| Work injury insurance premium | 49,608.84 | 5,043,594.25 | 4,814,570.95 | 278,632.14 |
| Birth insurance premium | 41,182.40 | 575,605.27 | 583,697.48 | 33,090.19 |
| 4. Housing funds | 368,319.00 | 70,901,297.68 | 70,953,699.18 | 315,917.50 |
| 5. Labor union and education funds | 1,983,899.07 | 14,762,153.64 | 14,358,210.53 | 2,387,842.18 |
| 6. Short-term |
| paid absences | ||||
| 7. Short-term profit sharing plan | ||||
| Total | 267,754,276.65 | 2,280,161,246.89 | 2,205,283,837.85 | 342,631,685.69 |
(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 | 916,376.88 | 141,994,183.24 | 132,357,475.89 | 10,553,084.23 |
| 2. Unemployment insurance premium | 28,310.24 | 5,868,931.19 | 5,582,531.87 | 314,709.56 |
| 3. Corporate annuity payment | ||||
| Total | 944,687.12 | 147,863,114.43 | 137,940,007.76 | 10,867,793.79 |
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 | 52,358,919.15 | 25,962,529.83 |
| Enterprise Income Tax | 128,229,994.26 | 88,955,249.29 |
| Individual income tax | 3,088,818.10 | 3,141,041.76 |
| Urban Maintenance and Construction Tax | 3,514,290.88 | 1,742,456.18 |
| Education surcharges | 1,679,260.68 | 760,938.23 |
| Local education surcharges | 1,118,994.07 | 526,879.13 |
| Property tax | 34,568,143.81 | 23,160,515.09 |
| Land use tax | 21,857,255.01 | 15,948,536.03 |
| Environmental protection tax | 777.38 | 1,103.54 |
| Disabled security fund | 17,783,858.89 | 3,657,058.18 |
| Special funds for water conservancy construction | 80,953.70 | 37,410.48 |
| Stamp duty | 6,875,496.68 | 6,333,004.12 |
| Total | 271,156,762.61 | 170,226,721.86 |
41. .Other payables
(1). Presentation of items
√Applicable □Non-applicable
Unit: Yuan Currency: RMB
| Item | Balance at the end of the | Balance at the beginning of the |
| period | period | |
| Interest Payable | 2,342,465.75 | |
| Dividends Payable | ||
| Other payables | 24,690,743.41 | 20,387,402.13 |
| Total | 24,690,743.41 | 22,729,867.88 |
Other Notes:
□Applicable √Non-applicable
(2). Interest payable
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
(3). Dividends payable
Presentation by category
□Applicable√Non-applicable
(4). Other payables
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 | 16,792,416.42 | 10,412,715.65 |
| Others | 7,898,326.99 | 9,974,686.48 |
| Total | 24,690,743.41 | 20,387,402.13 |
Significant other payables aged over 1 year or overdue
□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 | 1,239,252,506.51 | |
| Bonds payable due within 1 year | 4,684,254.27 | |
| Long-term payables due within 1 year | ||
| Lease liabilities due within 1 year | 46,283,264.41 | 23,450,209.53 |
| Total | 1,290,220,025.19 | 23,450,209.53 |
44. Other current liabilities
Particulars on 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 | 1,690,671.66 | 1,637,162.58 |
| Borrowings from financial leasing company | 164,399,011.59 | |
| Total | 1,690,671.66 | 166,036,174.17 |
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 | ||
| Mortgage loans | 1,539,000,000.00 | 2,485,000,000.00 |
| Guaranteed loans | ||
| Credit loans | 2,203,206,364.26 | 340,000,000.00 |
| Outstanding interest payable | 3,170,099.51 | |
| Less: Long-term loans due within one year | -1,239,252,506.51 | |
| Total | 2,506,123,957.26 | 2,825,000,000.00 |
Other notes:
□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 | 2,441,013,483.64 | 2,359,754,108.05 |
| Less: Bonds payable due within one year | -4,684,254.27 | -2,342,465.75 |
| Total | 2,436,329,229.37 | 2,357,411,642.30 |
Ningbo Tuopu Group Co., Ltd. Annual Report 2023
(2). Changes in bonds payable: (other thanpreferred stocks, perpetual bonds and other financial instruments classified as financial liabilities)
√Applicable □Non-applicable
Unit: Yuan Currency: RMB
| Bond name | Face value | Stated interest rate（%） | Issue date | Bond duration | Issue price | Opening balance | Current issues | Interest accrued at par value | Amortized at premium/discount price | Current repayment | Curent converted shares | Closing balance | Default or not |
| Tuopu Convertible Bond | 100.00 | Note | 2022/7/14 | 6 years | 2,500,000,000.00 | 2,359,754,108.05 | 7,341,788.51 | 79,145,587.07 | 4,999,999.99 | 228,000.00 | 2,441,013,483.64 | No | |
| Less: Bonds payable due within one year | -2,342,465.75 | -7,341,788.51 | -4,999,999.99 | -4,684,254.27 | No | ||||||||
| Total | / | / | / | / | 2,500,000,000.00 | 2,357,411,642.30 | 79,145,587.07 | 228,000.00 | 2,436,329,229.37 | / |
Please be informed that the stated interest rates for the Company's public offering of convertible bonds are as follows: 0.2% in the first year, 0.4% in the secondyear, 0.6% in the third year, 1.5% in the fourth year, 1.8% in the fifth year, and 2.0% in the sixth year. After the convertible bonds expire, the Company will redeemall unconverted bonds from investors within five trading days at a price of 110% of the bonds' par value, including the last annual interest.Note to the bonds payable: the public offering of convertible corporate bonds by the Company was approved during the Fourteenth Meeting of the FourthSession of the Board of Directors held on November 18, 2021, and the Second Extraordinary Shareholders' General Meeting of 2021 held on December 6, 2021. OnApril 29, 2022, the China Securities Regulatory Commission (CSRC) granted the "Approval of the Public Offering of Convertible Corporate Bonds by NingboTuopu Group Company Limited" (CSRC License [2022] No. 830). This approval allows the Company to issue convertible corporate bonds with a total nominalvalue of RMB 2.5 billion to the public for a term of 6 years.
Ningbo Tuopu Group Co., Ltd. Annual Report 2023
(3). Note to convertible corporate bond
√Applicable □Non-applicable
| Item | Condition for conversion of shares | Date of conversion of shares |
| Tuopu Convertible Bond | In accordance with the relevant provisions stated in the “Prospectus for Public Offering of Convertible Bonds of Ningbo Tuopu Group Co., Ltd”, the "Tuopu Convertible Bonds" have been eligible for conversion into shares of the Company since January 20, 2023. The initial conversion price of the Company was set at RMB 71.38 per share. However, as per the "Announcement of Ningbo Top Group Co., Ltd. on Adjustment of Conversion Price of Convertible Bonds due to Profit Distribution for the Year of 2022" issued on July 10, 2023, the conversion price was revised to RMB 70.92 per share. The adjustment came into effect on July 17, 2023. | As of December 31, 2023, a total of 3,201 shares were obtained through the conversion of "Tuopu Convertible Bonds." Specifically, from January 20, 2023, to December 31, 2023, a total of 2,280 "Tuopu Convertible Bonds" were converted into 3,201 shares. |
Accounting treatment and judgmental basis for transfer of equity
□Applicable √Not applicable
(4). Notes to other financial instruments classified as financial liabilitiesGeneral particulars of other financial instruments such as preferred stocks and perpetual bonds issued at the end of the period
□Applicable √Non-applicable
Changes in financial instruments such as preferred stocks and perpetual bonds issued at the end of the period
□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 | 344,361,800.01 | 90,535,026.04 |
| Less: Lease liabilities due within one year | -46,283,264.40 | -23,450,209.53 |
| Total | 298,078,535.61 | 67,084,816.51 |
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 |
| Government grants | 367,153,765.44 | 92,485,100.00 | 35,415,808.26 | 424,223,057.18 | |
| Total | 367,153,765.44 | 92,485,100.00 | 35,415,808.26 | 424,223,057.18 | / |
Other notes:
□Applicable √Non-applicable
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 | 3,201.00 | 3,201.00 | 1,102,049,773.00 | |||
Other notes:
During the period from January 20, 2023, to December 31, 2023, the Company executed theconversion of 3,201 shares of "Tuopu Convertible Bonds", resulting in an increase in registered capital(share capital) by RMB 3,201.00. Following this adjustment, the registered capital amounted to RMB1,102,049,773.00, while the share capital stood at RMB 1,102,049,773.00.
Ningbo Tuopu Group Co., Ltd. Annual Report 2023
54. Other equity instruments
(1). Basic information of other financial instruments such as preferred stocks and perpetual bonds issued at the end of the period
□Applicable √Non-applicable
(2). Changes in financial instruments such as preferred stocks and perpetual bonds issued at the end of the period
√Applicable □Non-applicable
Unit: Yuan Currency: RMB
Changes in other equity instruments during the current period, the reason for the changes, and the basis for related accounting treatments:
√Applicable □Non-applicable
During the period, a total of 2,280 "Tuopu Convertible Bonds" were converted into 3,201 shares, and the equity value of the Company's convertible bonds wasreduced by RMB 13,061.14.
Other notes:
□Applicable √Non-applicable
| 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 | 143,214,233.30 | 2,280 | 13,061.14 | 24,997,720 | 143,201,172.16 | ||
| Total | 25,000,000 | 143,214,233.30 | 2,280 | 13,061.14 | 24,997,720 | 143,201,172.16 | ||
55. Capital reserve
√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 |
| Capital premium (equity premium) | 5,340,788,538.03 | 230,654.61 | 5,341,019,192.64 | |
| Other capital reserves | 10,348.78 | 10,348.78 | ||
| Total | 5,340,798,886.81 | 230,654.61 | 5,341,029,541.42 |
Other notes, including the changes during the period and the reasons for such changes:
From January 20, 2023 to December 31, 2023, the Company converted 3,201 shares of TuopuConvertible Bonds, increasing the Company's registered capital (share capital) by RMB3,201.00 andcapital surplus by RMB 230,654.61. The Company has also increased its capital surplus by RMB230,654.61, which is the same as that of Tuopu Convertible Bonds.
56. Treasury bonds
□Applicable √Non-applicable
Ningbo Tuopu Group Co., Ltd. Annual Report 2023
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 | ||||||||
Ningbo Tuopu Group Co., Ltd. Annual Report 2023
| 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 | -21,343,831.86 | 14,088,956.94 | 14,064,400.47 | 24,556.47 | -7,279,431.39 | |||
| Including: other comprehensive income that can be transferred to profit or loss under the equity method | ||||||||
| Changes in the fair value of other debt investments | ||||||||
| Amount of financial assets reclassified and included in other comprehensive income | ||||||||
| Provision for impairment |
Ningbo Tuopu Group Co., Ltd. Annual Report 2023
| of other debt investment | ||||||||
| Cash flow hedge reserves | ||||||||
| Translation difference of foreign currency financial statements | -21,343,831.86 | 14,088,956.94 | 14,064,400.47 | 24,556.47 | -7,279,431.39 | |||
| Total | -21,343,831.86 | 14,088,956.94 | 14,064,400.47 | 24,556.47 | -7,279,431.39 |
Ningbo Tuopu Group Co., Ltd. 2023 Annual Report
58. Special reserves
□Applicable √Non-applicable
59. Surplus reserves
√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 |
| Statutory surplus reserve | 631,484,906.94 | 75,459,088.04 | 706,943,994.98 | |
| Discretionary surplus reserve | ||||
| Reserve fund | ||||
| Business development fund | ||||
| Others | ||||
| Total | 631,484,906.94 | 75,459,088.04 | 706,943,994.98 |
Notes to the surplus reserve, including the changes in the current period and the reason for such changes:
The statutory surplus reserve at RMB 75,459,088.04 shall be withdrawn at 10% of the parentcompany's net profit in 2023.
60. Undistributed profit
√Applicable □Non-applicable
Unit: Yuan Currency: RMB
| Item | Current period | Previous period |
| Undistributed Profit before Adjustment at the End of Previous Period | 4,933,499,753.42 | 3,627,335,428.68 |
| Adjust the total undistributed profits at the start of the period (increase +, decrease -) | ||
| Undistributed Profit after Adjustment at the Start of the Period | 4,933,499,753.42 | 3,627,335,428.68 |
| Add: net profit attributable to parent company's owner in current period | 2,150,642,258.47 | 1,700,208,711.12 |
| Less: withdrawal of statutory surplus reserve | 75,459,088.04 | 87,675,439.36 |
| Withdrawal of discretionary surplus reserve | ||
| Withdrawal of general risk reserve | ||
| Ordinary stock dividend payable | 510,248,373.09 | 306,368,947.02 |
| Ordinary stock dividends converted into equity | ||
| Undistributed profit at the end of the period | 6,498,434,550.76 | 4,933,499,753.42 |
Adjust the particulars of undistributed profit at the beginning of the period:
1. Due to the retrospective adjustments made in accordance with the “Accounting Standards forBusiness Enterprises" and its related new regulations, the unappropriated profit at the beginning of the
Ningbo Tuopu Group Co., Ltd. 2023 Annual Report
period was affected by RMB 321,180.32. The Company has made retrospective adjustments inaccordance with the relevant provisions of “Accounting Standards for Business EnterprisesInterpretation No. 16".
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 of theperiod 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.
61. Operating income and operating cost
(1). Particulars on 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 | 18,728,035,198.12 | 14,616,118,265.90 | 15,339,542,129.67 | 12,121,627,184.28 |
| Other operations | 972,525,231.88 | 546,999,634.45 | 653,279,547.83 | 414,372,529.24 |
| Total | 19,700,560,430.00 | 15,163,117,900.35 | 15,992,821,677.50 | 12,535,999,713.52 |
Ningbo Tuopu Group Co., Ltd. 2023 Annual Report
(2). Information about the breakdown of operating income and cost
√Applicable □Non-applicable
Unit: Yuan Currency: RMB
| Category of contracts | Total | |
| Operating income | Operating cost | |
| Product types | ||
| Vibration Control System | 4,299,080,180.82 | 3,256,222,215.87 |
| Interior & Exterior System | 6,576,507,664.35 | 5,262,936,727.88 |
| Chassis System | 6,122,224,689.00 | 4,700,439,675.72 |
| Mechatronic System | 180,632,502.96 | 141,112,972.76 |
| Thermal Management System | 1,547,735,833.31 | 1,255,058,987.23 |
| Electric Drive System | 1,854,327.68 | 347,686.44 |
| Total | 18,728,035,198.12 | 14,616,118,265.90 |
| By operation areas | ||
| Domestic sales | 12,955,128,525.30 | 10,200,604,729.47 |
| Overseas sales | 5,772,906,672.82 | 4,415,513,536.43 |
| Total | 18,728,035,198.12 | 14,616,118,265.90 |
| By time of transfer of products | ||
| Confirmed at a certain time point | 18,728,035,198.12 | 14,616,118,265.90 |
| Confirmed at a certain time point | ||
| Total | 18,728,035,198.12 | 14,616,118,265.90 |
Other notes
□Applicable √Non-applicable
(3). Note to performance obligations
□Applicable √Non-applicable
(4). Note to allocation to remaining performance
□Applicable √Non-applicable
(5). Note to significant contract changes or significant transaction price
□Applicable √Non-applicable
Ningbo Tuopu Group Co., Ltd. 2023 Annual Report
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 | 33,674,216.50 | 19,335,713.64 |
| Education Surcharges | 15,951,422.42 | 8,436,734.19 |
| Local education surcharges | 10,614,181.48 | 5,644,006.80 |
| Property tax | 39,520,270.52 | 27,651,170.58 |
| Land use tax | 25,532,242.93 | 17,995,826.92 |
| Vehicle and vessel use tax | 19,285.16 | 24,550.17 |
| Stamp duty | 22,729,272.65 | 15,190,093.92 |
| Environmental protection tax | 7,914.54 | 8,906.26 |
| Others | 75,010.72 | 2,018.37 |
| Total | 148,123,816.92 | 94,289,020.85 |
63. Sales expense
√Applicable □Non-applicable
Unit: Yuan Currency: RMB
| Item | Amount incurred in the current period | Amount incurred in previous period |
| Service expense | 122,533,968.05 | 109,899,256.12 |
| Payroll | 55,699,998.09 | 44,657,755.33 |
| Business hospitality expense | 41,870,231.40 | 37,010,223.15 |
| Repair cost | 26,241,811.67 | 18,444,298.23 |
| Travel expense | 5,328,604.99 | 2,995,309.53 |
| Packaging fee | 210,649.13 | 220,060.23 |
| Vehicle cost | 2,456,824.51 | 2,361,808.37 |
| Exhibition fee | 752,868.44 | 77,449.04 |
| Others | 3,729,680.56 | 4,574,078.99 |
| Total | 258,824,636.84 | 220,240,238.99 |
64. Overhead expense
√Applicable □Non-applicable
Unit: Yuan Currency: RMB
| Item | Amount incurred in the current period | Amount incurred in previous period |
| Payroll | 310,681,254.28 | 262,599,790.51 |
| Depreciation expense | 42,089,545.63 | 36,837,913.40 |
| Business hospitality expense | 8,526,971.38 | 6,018,073.32 |
| Vehicle cost | 5,991,706.83 | 4,626,622.25 |
| Travel expenses | 9,468,340.36 | 3,518,859.88 |
| Amortization of intangible assets | 29,190,411.33 | 23,450,973.42 |
| Office expenses | 9,517,734.62 | 7,984,646.86 |
| Insurance premiums | 10,000,339.47 | 8,499,492.06 |
| Intermediary fee | 5,512,275.13 | 3,514,560.93 |
| Utility bills | 10,458,759.15 | 5,676,985.16 |
| Service charge | 26,593,680.37 | 24,108,615.53 |
| Rent | 2,353,157.71 | 1,939,293.38 |
| Employment guarantee fund for persons with disabilities | 27,513,010.27 | 4,249,596.74 |
Ningbo Tuopu Group Co., Ltd. 2023 Annual Report
| Others | 45,823,554.51 | 30,255,341.50 |
| Total | 543,720,741.04 | 423,280,764.94 |
65. R&D expense
√Applicable □Non-applicable
Unit: Yuan Currency: RMB
| Item | Amount incurred in the current period | Amount incurred in previous period |
| Material expense | 338,641,778.29 | 245,683,306.81 |
| Payroll | 437,826,195.71 | 336,559,416.53 |
| Depreciation and amortization | 92,867,868.03 | 71,219,137.09 |
| Transportation and storage fee | 9,249,204.84 | 6,393,329.67 |
| Energy consumption fee | 44,992,055.69 | 42,712,061.81 |
| Travel expense | 14,468,560.48 | 8,486,077.87 |
| Trial production expense | 14,588,042.57 | 12,516,062.79 |
| Others | 33,769,299.78 | 27,149,195.52 |
| Total | 986,403,005.39 | 750,718,588.09 |
66. Financial expense
√Applicable □Non-applicable
Unit: Yuan Currency: RMB
| Item | Amount incurred in the current period | Amount incurred in previous period |
| Interest expense | 228,089,328.18 | 135,057,511.74 |
| Interest income | -46,324,974.29 | -35,832,053.75 |
| Gain and loss from exchange | -100,387,968.50 | -116,353,244.34 |
| Handling charge | 4,372,151.62 | 5,124,497.84 |
| Total | 85,748,537.01 | -12,003,288.51 |
67. Other income
√Applicable □Non-applicable
Unit: Yuan Currency: RMB
| Item | Amount incurred in the current period | Amount incurred in previous period |
| Government Subsidies | 154,398,450.86 | 62,111,199.70 |
| Handling fee for withholding personal income tax | 511,517.31 | 383,299.22 |
| VAT input tax credit | 58,810,611.95 | |
| Direct VAT credit for employment of key persons | 5,558,150.00 | |
| Total | 219,278,730.12 | 62,494,498.92 |
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 | -2,063,278.75 | 28,254,053.75 |
Ningbo Tuopu Group Co., Ltd. 2023 Annual Report
| 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 | 6,032,297.53 | 10,877,828.03 |
| Total | 3,969,018.78 | 39,131,881.78 |
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 | -82,821.96 | -552,958.38 |
| Including: income from changes in fair value generated by derivative financial instruments | ||
| Transactional financial liabilities | ||
| Investment real estate measured at fair value | ||
| Total | -82,821.96 | -552,958.38 |
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 | 1,693,613.22 | -321,131.09 |
| Bad debt loss on accounts receivable | 194,247,380.83 | 64,588,458.14 |
| Bad debt loss on other receivables | 1,916,219.58 | 7,335,634.26 |
| Impairment loss of debt investment |
Ningbo Tuopu Group Co., Ltd. 2023 Annual Report
| Impairment loss of other debt investment | ||
| Bad debt loss of long-term receivables | ||
| Impairment loss of contract assets | ||
| Impairment loss on receivables financing | -1,166,149.25 | -298,943.42 |
| Total | 196,691,064.38 | 71,304,017.89 |
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 | 65,402,276.74 | 32,291,487.20 |
| 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 | 6,058,537.77 | |
| 12. Others | ||
| Total | 71,460,814.51 | 32,291,487.20 |
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 | 6,635,932.50 | -24,682.27 |
| Total | 6,635,932.50 | -24,682.27 |
74. Non-operating income
Particulars about non-operating income
√Applicable □Non-applicable
Unit: Yuan Currency: RMB
| Item | Amount incurred in the | Amount incurred in | Amount included in the |
Ningbo Tuopu Group Co., Ltd. 2023 Annual Report
| current period | previous period | current non-recurring profit and loss | |
| Total gains from disposal of non-current assets | 338,485.87 | 749,282.01 | 338,485.87 |
| Including: gains from disposal of fixed assets | 338,485.87 | 749,282.01 | 338,485.87 |
| Gains from disposal of intangible assets | |||
| Gains from non-monetary asset exchange | |||
| Capital from donation | |||
| Government grants | |||
| Compensation income | 2,443,361.20 | 729,390.86 | 2,443,361.20 |
| Other | 1,321,088.66 | 4,701,351.31 | 1,321,088.66 |
| Total | 4,102,935.73 | 6,180,024.18 | 4,102,935.73 |
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 | 15,170,562.74 | 8,884,926.44 | 15,170,562.74 |
| Including: Loss on disposal of fixed assets | 15,170,562.74 | 8,884,926.44 | 15,170,562.74 |
| Loss on disposal of intangible assets | |||
| Loss from exchange of non-monetary assets | |||
| External donation | 1,300,000.00 | 51,000.00 | 1,300,000.00 |
| Special funds for water conservancy construction | 687,538.30 | 324,716.86 | |
| Loss from debt restructuring | 925,883.37 | 14,757,494.23 | 925,883.37 |
| Others | 18,083,984.41 | 24,018,137.53 | 17,396,446.11 |
76. Income tax expense
(1). Schedule of income tax expense
√Applicable □Non-applicable
Ningbo Tuopu Group Co., Ltd. 2023 Annual Report
Unit: Yuan Currency: RMB
| Item | Amount incurred in the current period | Amount incurred in previous period |
| Income tax expense in the current period | 368,716,865.91 | 305,365,099.70 |
| Deferred income tax expense | -56,443,347.35 | -44,496,977.42 |
| Total | 312,273,518.56 | 260,868,122.28 |
(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 | 2,462,289,724.32 |
| Income tax expense calculated at the statutory/applicable tax rate | 369,343,458.65 |
| Impact of different tax rates applied to subsidiaries | 29,308,190.50 |
| Adjusted impact of income tax in prior periods | -390,818.02 |
| Impact of non-taxable income | 86,413.84 |
| Impact of non-deductible costs, expenses and losses | 10,265,862.14 |
| Impact of using deductible losses of deferred income tax assets that have not been recognized in the previous period | -28,651,505.17 |
| Impact of deductible temporary differences or deductible losses on unrecognized deferred income tax assets in the current period | 54,986,997.52 |
| Changes in deferred tax assets/liabilities at the beginning of the period due to tax rate adjustments | 3,795,472.82 |
| Impact of additional tax deductions for enterprise research and development | -126,427,743.52 |
| Impact of equipment one-time deduction | -42,810.20 |
| Income tax expense | 312,273,518.56 |
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
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 | 54,539,013.01 | 17,322,977.96 |
| Interest income | 46,324,974.29 | 35,832,053.75 |
| Government grants | 211,467,742.60 | 159,935,457.62 |
Ningbo Tuopu Group Co., Ltd. 2023 Annual Report
| Income from compensation and fines | 1,537,317.97 | 680,464.56 |
| Others | 2,426,444.35 | 5,291,280.11 |
| Total | 316,295,492.22 | 219,062,234.00 |
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 | 49,196,820.10 | 59,433,238.23 |
| Business hospitality expense | 50,397,202.78 | 43,400,088.07 |
| Repair cost | 27,757,399.48 | 19,609,483.12 |
| R&D spending | 453,253,590.22 | 341,281,543.93 |
| Travel expense | 14,796,945.35 | 14,930,153.21 |
| Insurance premium | 9,845,564.79 | 9,054,995.28 |
| Office expense | 9,716,706.76 | 11,128,840.34 |
| Vehicle expense | 8,448,531.34 | 8,809,652.39 |
| Service charge | 149,127,648.42 | 134,005,493.67 |
| Intermediary fee | 5,512,275.13 | 3,784,601.20 |
| Packaging fee | 210,649.13 | 220,060.23 |
| Utility bill | 10,458,759.15 | 40,454,623.07 |
| Rent | 2,650,354.01 | 2,141,668.28 |
| Employment guarantee fund for persons with disabilities | 27,441,660.24 | 4,249,596.74 |
| Others | 28,973,465.75 | 7,593,844.55 |
| Total | 847,787,572.65 | 700,097,882.31 |
(2). Other cash received related to investment activities
Cash received related to important investing activities
□Applicable√Non-applicable
Cash paid related to important investment activities
√Applicable □Non-applicable
Unit: Yuan Currency: RMB
| Item | Amount incurred in the current period | Amount incurred in previous period |
| Cash paid for acquisition of property, plant and equipment, intangible assets and other long-term assets | 3,176,917,076.36 | 5,425,571,755.88 |
| Total | 3,176,917,076.36 | 5,425,571,755.88 |
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 |
| Impact of business combination with Chongqing Tuopu not under the same control | 16,909,763.45 | |
| Performance bond recovered | 40,915,600.00 |
Ningbo Tuopu Group Co., Ltd. 2023 Annual Report
| Total | 40,915,600.00 | 16,909,763.45 |
Other cash paid relating to investing activities
√Applicable □Not 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 |
(3). Cash relating to financing activities
Other cash received relating to financing activities
√Applicable □Not applicable
Unit: Yuan Currency: RMB
| Item | Amount incurred in the current period | Amount incurred in previous period |
| Loans received from finance leasing companies | 169,600,000.00 | |
| Total | 169,600,000.00 |
Other cash paid in relation to financing activities
√Applicable □Not applicable
Unit: Yuan Currency: RMB
| Item | Amount incurred in the current period | Amount incurred in previous period |
| Cash paid for lease liabilities | 43,014,990.85 | 27,372,300.13 |
| Repayment of loans from finance leasing companies | 164,399,011.59 | 371,010,679.72 |
| Fractional share for conversion of convertible bonds | 180.08 | |
| Total | 207,414,182.52 | 398,382,979.85 |
Ningbo Tuopu Group Co., Ltd. Annual Report 2023
Changes in liabilities arising from financing activities
√Applicable □Not applicable
Unit: Yuan Currency: RMB
| Item | Balance at the beginning of the period | Increase in current period | Decrease in current period | Balance at the end of the period | ||
| Cash changes | Non-cash changes | Cash changes | Non-cash changes | |||
| Short-term loans | 1,132,536,757.84 | 999,000,000.00 | 29,162,880.44 | 1,160,900,933.19 | 999,798,705.09 | |
| Other payables - dividends payable | 510,248,373.09 | 510,248,373.09 | ||||
| Other current liabilities | 164,399,011.59 | 228,177.80 | 164,627,189.39 | |||
| Long-term loans (including those due within one year) | 2,825,000,000.00 | 2,566,013,356.11 | 107,013,155.31 | 1,752,650,047.65 | 3,745,376,463.77 | |
| Bonds payable (including those due within one year) | 2,357,411,642.30 | 84,145,587.06 | 4,999,999.99 | 228,000.00 | 2,436,329,229.37 | |
| Lease liabilities (including those due within one year) | 90,535,026.04 | 296,916,764.82 | 43,014,990.85 | 75,000.00 | 344,361,800.01 | |
| Total | 6,569,882,437.77 | 3,565,013,356.11 | 1,027,714,938.52 | 3,636,441,534.16 | 303,000.00 | 7,525,866,198.24 |
(4). Note to cash flows presented on a net basis
□Applicable √Not applicable
(5). Significant activities and financial effects that do not involve current cash receipts anddisbursements but affect the enterprise's financial position or may affect the enterprise's cash flowsin the future
□Applicable √Not applicable
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 | 2,150,016,205.76 | 1,699,043,638.95 |
| Add: provision for impairment of assets | 71,460,814.51 | 32,291,487.20 |
| Credit impairment provision | 196,691,064.38 | 71,304,017.89 |
| Depreciation of fixed assets, oil and gas assets, productive biological assets | 1,104,162,144.79 | 749,296,426.36 |
| Depreciation of right-of-use assets | 38,201,180.13 | 25,778,438.79 |
| Amortization of Intangible Assets | 41,484,734.70 | 32,023,102.50 |
| Amortization of long-term prepaid expenses | 79,075,458.06 | 53,816,970.79 |
| Losses on disposal of fixed assets, intangible assets and other long-term assets (income as in “-”) | -6,635,932.50 | 24,682.27 |
| Losses on scrapping of fixed assets (income as in “-”) | 14,832,076.87 | 8,135,644.43 |
| Losses on fair value changes (income as in “-”) | 82,821.96 | 552,958.38 |
| Financial expenses (income as in “-”) | 139,711,286.08 | 18,295,707.31 |
| Losses on investment (income as in “-”) | -3,969,018.78 | -39,131,881.78 |
| Decrease on deferred income tax assets (increase as in “-”) | -10,260,340.64 | -56,357,019.79 |
| Increase on deferred income tax liabilities (decrease as in “-”) | -46,185,311.62 | 11,860,042.37 |
| Decrease on inventories (increase as in “-”) | -54,383,166.19 | -982,835,107.50 |
| Decrease on operational receivables (increase as in “-”) | -1,306,230,020.30 | -1,370,975,787.03 |
| Increase on operational payables (decrease as in “-”) | 957,575,279.53 | 2,030,896,767.26 |
| Others | ||
| Net cash flow generated by operating activities | 3,365,629,276.74 | 2,284,020,088.40 |
| 2. Major investing and financing activities not involving cash receipts and payment: | ||
| Conversion of debt into capital | ||
| Convertible corporate bonds due within one year | 4,684,254.27 | |
| Fixed assets under financing lease | 294,506,856.56 | 56,073,469.30 |
| 3. Net changes in cash and cash equivalents: | ||
| Closing balance of cash | 2,313,937,932.51 | 2,410,212,553.28 |
| Less: opening balance of cash | 2,410,212,553.28 | 935,672,390.98 |
| Add: closing balance of cash equivalents | ||
| Less: opening balance of cash equivalents | ||
| Net additions to balance of equivalents | -96,274,620.77 | 1,474,540,162.30 |
(2). Net cash receipts from disposal of subsidiaries in this period
□Applicable √Not applicable
(3). Net cash received from disposal of subsidiaries in the current period
□Applicable √Not 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 | 2,313,937,932.51 | 2,410,212,553.28 |
| Including: cash on hand | 18,810.59 | 11,944.28 |
| Bank deposits that can be used for payment at any time | 2,313,919,121.92 | 2,410,200,609.00 |
| 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 | 2,313,937,932.51 | 2,410,212,553.28 |
| Including: cash and cash equivalents that are restricted for us by the parent company or subsidiary within the group |
(5). Condition of restricted scope of use but still presented as cash and cash equivalents
□Applicable √Not applicable
(6). Cash and bank balances not classified as cash and cash equivalents
√Applicable □Not applicable
Unit: Yuan Currency: RMB
| Item | Amount in current | Amount in prior | Reason |
| period | period | ||
| Bank acceptance deposit | 535,150,594.14 | 372,126,161.67 | Restricted for use |
| Exchange settlement deposit | 609.89 | Restricted for use | |
| Guarantee deposit | 6,277,854.73 | 8,520,240.00 | Restricted for use |
| Letter of credit deposit | 4,672,875.48 | Restricted for use | |
| Total | 541,429,058.76 | 385,319,277.15 | / |
Other notes:
□Applicable √Not applicable
80. Notes to items in the statement of changes in owners' equity
State 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
(1). Assets with restricted ownership or use rights
√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 | 452,003,500.30 | ||
| Including: USD | 38,526,431.64 | 7.0827 | 272,871,157.38 |
| EUR | 763,251.53 | 7.8592 | 5,998,546.42 |
| HKD | 3,267,776.14 | 0.9062 | 2,961,258.74 |
| CAD | 11,504,169.15 | 5.3673 | 61,746,327.08 |
| BRL | 5,845,494.65 | 1.4606 | 8,537,929.49 |
| MYR | 8,040,912.44 | 1.5415 | 12,395,066.53 |
| SEK | 279,964.35 | 0.7110 | 199,054.65 |
| PLN | 37,942,484.16 | 1.8107 | 68,702,456.07 |
| MXN | 44,462,059.97 | 0.4181 | 18,591,703.94 |
| Accounts receivable | 942,393,456.06 | ||
| Including: USD | 74,894,567.83 | 7.0827 | 530,455,755.57 |
| EUR | 9,088,210.21 | 7.8592 | 71,426,061.68 |
| CAD | 27,975,155.05 | 5.3673 | 150,151,049.70 |
| BRL | 18,155,864.94 | 1.4606 | 26,518,456.33 |
| MYR | 4,387,748.15 | 1.5415 | 6,763,713.77 |
| PLN | 86,730,478.07 | 1.8107 | 157,042,876.64 |
| GBP | 3,931.20 | 9.0411 | 35,542.37 |
| Other Receivables | 31,031,457.09 | ||
| Including: USD | 2,477,761.16 | 7.0827 | 17,549,238.97 |
| SEK | 431,119.61 | 0.7110 | 306,526.04 |
| PLN | 4,392,295.67 | 1.8107 | 7,953,129.77 |
| MXN | 12,489,757.77 | 0.4181 | 5,222,562.31 |
| Accounts payable | 176,454,826.16 | ||
| Including: USD | 8,818,137.55 | 7.0827 | 62,456,222.83 |
| EUR | 1,334,053.56 | 7.8592 | 10,484,593.74 |
| CAD | 12,884,978.13 | 5.3673 | 69,157,543.12 |
| BRL | 974,128.56 | 1.4606 | 1,422,812.17 |
| MYR | 1,161,814.84 | 1.5415 | 1,790,937.58 |
| SEK | 779,077.83 | 0.7110 | 553,924.34 |
| PLN | 14,922,446.57 | 1.8107 | 27,020,074.00 |
| MXN | 8,534,590.01 | 0.4181 | 3,568,718.38 |
| Other Payables | 984,360.45 | ||
| Including: USD | 78,436.46 | 7.0827 | 555,541.92 |
| MYR | 38,990.74 | 1.5415 | 60,104.23 |
| SEK | 518,585.51 | 0.7110 | 368,714.30 |
(2). Notes to overseas business entities, overseas business locations, functional currency and the
basis 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 America Limited, currentlyoperating in Canada and with Canadian dollars as the functional currency; Tuopu North America USALimited, INC, currently operating in the United States and with U.S. dollars as the functional currency;TUOPU DO BRASIL, currently operating in Brasil and with Brazilian Real as the functional currency;Tuopu Sweden, currently operating in Sweden and with Swedish krona as the functional currency;Tuopu International, currently operating in Hong Kong and with Hong Kong dollar as the functionalcurrency; TUOPU (MALAYSIA) SDN.BHD., currently operating in Malaysia and with Ringgit as thefunctional currency; Tuopu USA, LLC, currently operating in the United States and with U.S. dollars asthe functional currency; Tuopu Poland sp.z.o.o, currently operating in Poland and with PLN as thefunctional currency.Tuopu Mexico, currently operating in Mexico and with Mexican peso as thefunctional currency.
82. Lease
(1) As lessee
√Applicable □Not applicable
Variable lease payments not included in the measurement of lease liabilities
□Applicable √Not applicable
Lease payments for short-term leases or low-value assets with simplified treatment
□Applicable √Not applicable
Sale and leaseback transactions and basis of judgment
□Applicable √Not applicable
Total cash outflow related to lease 43,014,990.85(Unit: Yuan Currency: RMB)
(2) As lessor
Operating lease as lessor
√Applicable □Not applicable
Unit: Yuan Currency: RMB
| Item | Lease income | of which: Income related to variable lease payments not included in lease receipts |
| Income from operating leases | 1,391,381.60 | |
| Total | 1,391,381.60 |
Finance lease as lessor
□Applicable √Not applicable
Reconciliation of undiscounted lease receipts to net investment in leases
□Applicable √Not applicable
Undiscounted lease receipts for the next five years
□Applicable √Not applicable
(3) Recognition of gain or loss on sales under finance leases as a manufacturer or distributor
□Applicable √Not applicable
83. Others
□Applicable √Not applicable
VIII. R&D expense
(1). Presentation by nature of expense
√Applicable □Non-applicable
Unit: Yuan Currency: RMB
| Item | Amount incurred in the current period | Amount incurred in previous period |
| Material expense | 338,641,778.29 | 245,683,306.81 |
| Payroll | 437,826,195.71 | 336,559,416.53 |
| Depreciation and amortization | 92,867,868.03 | 71,219,137.09 |
| Transportation and storage fee | 9,249,204.84 | 6,393,329.67 |
| Energy consumption fee | 44,992,055.69 | 42,712,061.81 |
| Travel expense | 14,468,560.48 | 8,486,077.87 |
| Trial production expense | 14,588,042.57 | 12,516,062.79 |
| Others | 33,769,299.78 | 27,149,195.52 |
| Total | 986,403,005.39 | 750,718,588.09 |
| Of which: Expensed R&D expenditure | 986,403,005.39 | 750,718,588.09 |
| Capitalized R&D expenditure |
(2). Development expenditure on R&D projects eligible for capitalization
□Applicable √Not applicable
Major capitalized R&D projects
□Applicable √Not applicable
Provision for impairment of development expenditures
□Applicable √Not applicable
(3). Major outsourced research and development projects in progress
□Applicable √Not applicable
IX. Changes in the scope of consolidation
1. Business combination not under common control
□Applicable √Non-applicable
2. Business combination under common control
□Applicable √Non-applicable
3. Counter purchase
□Applicable √Non-applicable
4. Disposal of subsidiaries
Whether there is any transactions or events during the period in which control of subsidiaries is lost
□Applicable √Non-applicable
Other notes:
□Applicable √Non-applicable
Whether there is a step-by-step disposal of investments in subsidiaries through multiple transactions andloss of control during the period
□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 Henan Tuopu Automobile Parts Co., Ltd, Jinan TuopuAutomobile Parts Co., Ltd, Tuopu Photovoltaic Technology (Ningbo Yinzhou) Co., Ltd, TuopuPhotovoltaic Power Generation Technology (Xiangtan) Co., Ltd, Tuopu Photovoltaic Power Generation(Wuhan) Co. Ltd., Liuzhou Tuopu Photovoltaic Technology Co., Ltd. and Tuopu IntelligentPhotovoltaic Technology (Shenyang) Co., Ltd. The above subsidiaries are included in the scope ofconsolidation from the date of establishment.
6. Others
□Applicable √Non-applicable
X. Equity in Other Entities
1. Equity in Subsidiaries
(1). Composition of the group
√Applicable □Non-applicable
Unit: yuan Currency: RMB
| Name of Subsidiary | Principal Business Site | Registered Capital | Registered Address | Nature of Business | Percentage of Shares (%) | Method of Acquisition | |
| Direct | Indirect | ||||||
| Tuopu Automobile Electronics | Ningbo | RMB 2,500 million | Ningbo | Manufacturing | 100.00 | Establishment | |
| Tuopu Thermal Management | Ningbo | RMB 4,500 million | Ningbo | Manufacturing | 100.00 | Establishment | |
| Tuopu Imp&Exp | Ningbo | RMB 200 million | Ningbo | Trading | 100.00 | Business combination under common control | |
| Tuopu Automobile Parts | Ningbo | RMB 200 million | Ningbo | Trading | 100.00 | Business combination under common control | |
| TUOPU VIBRO-ACOUSTICS | Ningbo | RMB 200 million | Ningbo | Trading | 100.00 | Business combination under common control | |
| Zhejiang Towin | Jinhua | RMB 180 million | Jinhua | Manufacturing | 100.00 | Business combination not under common control | |
| Suining Tuopu | Suining | RMB 150 million | Suining | Manufacturing | 100.00 | Business combination not under common control | |
| USHONE ELECTRONIC CHASSIS | Ningbo | RMB 50 million | Ningbo | Trading | 100.00 | Establishment | |
| Tuopu Chassis | Ningbo | RMB 600 million | Ningbo | Manufacturing | 100.00 | Establishment | |
| Hunan Tuopu | Xiangtan | RMB 800 million | Xiangtan | Manufacturing | 100.00 | Establishment | |
| Skateboard Chassis | Ningbo | RMB 2,000 million | Ningbo | Manufacturing | 100.00 | Establishment | |
| Taizhou Tuopu | Taizhou | RMB | Taizhou | Manufacturi | 100.0 | Establishme | |
| 100 million | ng | 0 | nt | ||||
| SHANGHAI TUOPUYALE | Shanghai | RMB 50 million | Shanghai | Manufacturing | 100.00 | Establishment | |
| Pinghu Tuopu | Jiaxing | RMB 208 million | Jiaxing | Manufacturing | 100.00 | Establishment | |
| Tuopu North America Limited | Canada | CAD 10,000 | Canada | Trading | 51.00 | Business combination not under common control | |
| Tuopu USA, LLC | USA | USD 5 million | USA | Trading | 100.00 | Establishment | |
| Tuopu Poland | Poland | PLN 10 million | Poland | Manufacturing | 100.00 | Establishment | |
| Xi’an Tuopu | Xi’an | RMB 200 million | Xi’an | Manufacturing | 100.00 | Establishment | |
| Wuhan Tuopu | Wuhan | RMB 150 million | Wuhan | Manufacturing | 100.00 | Establishment | |
| Sichuan Tuopu | Linshui | RMB 20 million | Linshui | Manufacturing | 100.00 | Establishment | |
| Liuzhou Tuopu | Liuzhou | RMB 100 million | Liuzhou | Manufacturing | 100.00 | Business combination under common control | |
| Huzhou Tuopu | Huzhou | RMB 350 million | Huzhou | Manufacturing | 100.00 | Establishment | |
| Baoji Tuopu | Baoji | RMB 50 million | Baoji | Manufacturing | 100.00 | Establishment | |
| Yantai Tuopu | Yantai | RMB 62.80 million | Yantai | Manufacturing | 100.00 | Business combination under common control | |
| Ningbo Qianhui | Ningbo | USD 3.7551 million | Ningbo | Manufacturing | 51.00 | Business combination not under common control | |
| Shenyang Tuopu | Shenyang | RMB 10 million | Shenyang | Manufacturing | 100.00 | Establishment | |
| Jinzhong Tuopu | Jinzhong | RMB 8 million | Jinzhong | Manufacturing | 100.00 | Establishment | |
| Chongqing Tuopu | Chongqing | RMB 14.6422 million | Chongqing | Manufacturing | 100.00 | Business combination not under common control | |
| Hangzhou Tuopu | Hangzhou | RMB 3 million | Hangzhou | Manufacturing | 100.00 | Business combination not under |
| common control | |||||||
| Shanghai Towin | Shanghai | RMB 10 million | Shanghai | R&D | 100.00 | Establishment | |
| Shenzhen Towin | Shenzhen | RMB 20 million | Shenzhen | R&D | 100.00 | Establishment | |
| Ushone E-commerce | Ningbo | RMB 100 million | Ningbo | Service | 100.00 | Establishment | |
| Ushone Technology | Ningbo | RMB 50 million | Ningbo | Manufacturing | 100.00 | Establishment | |
| Tuopu Investment | Ningbo | RMB 200 million | Ningbo | Investment | 100.00 | Establishment | |
| Tuopu International | Hong Kong | RMB 33 million | Hong Kong | Investment | 100.00 | Establishment | |
| Tuopu Industrial Automation | Ningbo | RMB 20 million | Ningbo | Manufacturing | 100.00 | Establishment | |
| Tuopu North America USA Limited, INC | USA | USD 10 | USA | Service | 51.00 | Establishment | |
| Tuopu Sweden | Sweden | SEK 50,000 | Sweden | R&D | 100.00 | Establishment | |
| TUOPU DO BRASIL | Brazil | BRL 80.8095 million | Brazil | Manufacturing | 99.96 | 0.04 | Establishment |
| Tuopu Malaysia | Malaysia | MYR 2.50 million | Malaysia | Manufacturing | 100.00 | Establishment | |
| Chongqing Chassis | Chongqing | RMB 500 million | Chongqing | Manufacturing | 100.00 | Establishment | |
| Anhui Tuopu | Huainan | RMB 600 million | Huainan | Manufacturing | 100.00 | Establishment | |
| Tuopu Mexico | Mexico | MXN 245.5979 million | Mexico | Manufacturing | 99.00 | 1.00 | Establishment |
| Tuopu Photovoltaic Technology (Ningbo Beilun) | Ningbo | RMB 50 million | Ningbo | Power generation service | 100.00 | Establishment | |
| Tuopu Photovoltaic Technology (Hangzhou Bay) | Ningbo | RMB 100 million | Ningbo | Power generation service | 100.00 | Establishment | |
| Tuopu Photovoltaic Technology (Pinghu) | Jiaxing | RMB 50 million | Jiaxing | Power generation service | 100.00 | Establishment | |
| Tuopu Photovoltaic Technology (Taizhou) | Taizhou | RMB 20 million | Taizhou | Power generation service | 100.00 | Establishment | |
| Tuopu Photovoltaic Technology (Jinhua) | Jinhua | RMB 10 million | Jinhua | Power generation service | 100.00 | Establishment | |
| Henan Tuopu | Kaifeng | RMB 50 million | Kaifeng | Manufacturing | 100.00 | Establishment | |
| Jinan Tuopu | Jinan | RMB 50 | Jinan | Manufacturi | 100.0 | Establishme |
| million | ng | 0 | nt | ||||
| Tuopu Photovoltaic Technology (Ningbo Yinzhou) | Ningbo | RMB 50 million | Ningbo | Power generation service | 100.00 | Establishment | |
| Tuopu Photovoltaic Technology (Xiangtan) | Xiangtan | RMB 50 million | Xiangtan | Power generation service | 100.00 | Establishment | |
| Tuopu Photovoltaic Technology (Wuhan) | Wuhan | RMB 30 million | Wuhan | Power generation service | 100.00 | Establishment | |
| Tuopu Photovoltaic Technology (Linshui) | Guang’an | RMB 20 million | Guang’an | Power generation service | 100.00 | Establishment | |
| Tuopu Photovoltaic Technology (Suiningn) | Suining | RMB 10 million | Suining | Power generation service | 100.00 | Establishment | |
| Tuopu Photovoltaic Technology (Liuzhou) | Liuzhou | RMB 10 million | Liuzhou | Power generation service | 100.00 | Establishment | |
| Tuopu Photovoltaic Technology (Shenyang) | Shenyang | RMB 10 million | Shenyang | 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 America Limited | 49.00% | 412,858.66 | -2,010,442.48 |
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 2023
(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 America Limited | 56,444,244.57 | 8,948,741.10 | 65,392,985.67 | 69,495,929.50 | 69,495,929.50 | 48,339,700.01 | 7,345,809.44 | 55,685,509.45 | 60,620,487.68 | 60,620,487.68 | ||
| 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 America Limited | 1,294,050,339.17 | 792,453.45 | 842,568.70 | -27,591,777.20 | 1,141,666,139.42 | -1,217,824.96 | -1,153,216.85 | 65,671,076.97 |
(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 the controlover 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
| 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 Co., Ltd. (Note) | Ningbo | Ningbo | Manufacturing | 50.00 | Equity method | |
| Ningbo Borgers Tuopu Automobile Parts Co., Ltd. (Note) | Ningbo | Ningbo | Manufacturing | 50.00 | Equity method | |
Note: Tuopu Electrical Appliances Co., Ltd. is hereinafter referred to as "Tuopu Electrical Appliances",and Ningbo Borgers Tuopu Automobile Parts Co., Ltd. is is hereinafter referred to as " Ningbo Borgers".
(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 | 281,521,077.93 | 111,847,522.79 | 160,604,921.41 | 185,211,624.66 |
| Including: cash and cash equivalents | 36,912,035.93 | 33,127,169.91 | 12,241,321.35 | 45,252,338.77 |
| Non-current assets | 46,509,479.21 | 35,249,871.12 | 43,592,797.78 | 40,921,651.51 |
| Total assets | 328,030,557.14 | 147,097,393.91 | 204,197,719.19 | 226,133,276.17 |
| Current liabilities | 129,151,221.33 | 63,965,737.85 | 77,803,746.81 | 66,416,544.65 |
| Non-current liabilities | 531,850.99 | 646,750.15 | ||
| Total liabilities | 129,683,072.32 | 63,965,737.85 | 78,450,496.96 | 66,416,544.65 |
| Minority shareholders' equity | ||||
| Equity attributable to shareholders of the parent company | 198,347,484.82 | 83,131,656.06 | 125,747,222.23 | 159,716,731.52 |
| Share of net assets calculated at the percentage of shares held | 99,173,742.41 | 41,565,828.03 | 62,873,611.12 | 79,858,365.76 |
| Adjusted events | -64,653.71 | -1,033,469.27 | -75,174.24 | -952,076.43 |
| --Goodwill | ||||
| --Unrealized profits from internal transactions | -64,653.71 | -1,033,469.27 | -75,174.24 | -952,076.43 |
| -Others | ||||
| Book value of equity investment in joint ventures | 99,109,088.70 | 40,532,358.76 | 62,798,436.88 | 78,906,289.33 |
| Fair value of equity investment in joint ventures with public offers | ||||
| Operating income | 342,066,211.10 | 353,275,136.16 | 193,715,812.72 | 408,697,293.33 |
| Financial expenses | 10,956.57 | -730,525.01 | -795,054.11 | -552,571.37 |
| Income tax expense | 10,395,145.73 | 703,089.85 | 2,419,094.20 | 3,074,687.92 |
| Net profit | 72,600,262.59 | -76,585,075.46 | 26,213,059.76 | 31,217,529.23 |
| Net profit from discontinued operations | ||||
| Other comprehensive income | ||||
| Total comprehensive income | 72,600,262.59 | -76,585,075.46 | 26,213,059.76 | 31,217,529.23 |
| Dividends received from joint ventures in this year | 9,000,000.00 | |||
(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). Note to significant restrictions on the ability of joint ventures or associates to transfer funds tothe 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
(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 statementsNote to structured entities not included in the scope of the consolidated financial statements:
□Applicable √Non-applicable
6. Others
□Applicable √Non-applicable
XI. Government subsidies
1. Government grants recognized at the end of the reporting period based on amounts receivable
□Applicable √Not applicable
Reasons for failing to receive government grants in the estimated amount at the estimated point in time
□Applicable √Not applicable
Ningbo Tuopu Group Co., Ltd. Annual Report 2023
2. Liability items involving government grants
√Applicable □Not applicable
Unit: Yuan Currency: RMB
| Financial statement items | Opening balance | Amount of new grants during the period | Amount included in non-operating income during the period | Transferred to other income during the period | Other changes during the period | Closing balance | Asset/income related |
| Automobile composite fiber production project | 241,666.75 | 100,000.00 | 141,666.75 | Asset related | |||
| Production and application technology transformation project of lightweight materials for vehicles | 2,625,000.00 | 875,000.00 | 1,750,000.00 | Asset related | |||
| Technological transformation project of high-performance Vibration Control system | 5,281,393.48 | 660,174.18 | 4,621,219.30 | Asset related | |||
| Production line transformation project of high-performance Vibration Control system for cars | 1,653,714.00 | 551,238.00 | 1,102,476.00 | Asset related | |||
| Digital workshop project with an annual capacity of | 3,242,317.22 | 405,289.65 | 2,837,027.57 | Asset related |
Ningbo Tuopu Group Co., Ltd. Annual Report 2023
| 120,000 sets of intelligent brake systems | |||||||
| Machine substitution for human project with an annual capacity of 700,000 sets of Vibration Control products | 1,298,000.00 | 472,000.00 | 826,000.00 | Asset related | |||
| Technological transformation project of high-performance Vibration Control system for automobiles | 5,347,566.55 | 891,261.08 | 4,456,305.47 | Asset related | |||
| Technological Transformation Project of Automobile Interior and Exterior Trim Parts | 5,246,833.16 | 815,466.48 | 4,431,366.68 | Asset related | |||
| Technological Transformation Project of Automobile Lightweight Parts Production Line | 5,491,538.67 | 915,256.45 | 4,576,282.22 | Asset related | |||
| Technological Improvement Project for Automobile | 9,196,355.25 | 875,375.14 | 8,320,980.11 | Asset related |
Ningbo Tuopu Group Co., Ltd. Annual Report 2023
| Lightweight Chassis Components | |||||||
| Technological transformation project of automobile lightweight chassis system production line | 865,297.36 | 664,181.16 | 201,116.20 | Asset related | |||
| Technological Transformation Project of Automobile Lightweight Control Arms | 5,252,250.80 | 1,420,601.92 | 3,831,648.88 | Asset related | |||
| Technological transformation project of lightweight auto parts | 5,313,449.27 | 108,162.16 | 5,205,287.11 | Asset related | |||
| Tuopu Intelligent Automotive Electronics Industrial Park Project | 22,748,809.60 | 1,081,924.14 | 21,666,885.46 | Asset related | |||
| Digitalization Workshop Project of Thermal Management System for New Energy Vehicles with Annual Capacity of 250,000 Sets | 18,461,538.47 | 2,051,282.05 | 16,410,256.42 | Asset related |
Ningbo Tuopu Group Co., Ltd. Annual Report 2023
| Technology Transformation Project for New Energy Vehicle Chassis Key Parts | 7,077,729.31 | 7,960,000.00 | 1,443,211.99 | 13,594,517.32 | Asset related | ||
| New Energy Vehicle Intelligent Brake System Digitalization Workshop | 6,489,100.00 | 55,940.52 | 6,433,159.48 | Asset related | |||
| New Energy Vehicle Electronic Chassis Critical Components Technological Transformation Project | 17,936,000.00 | 1,216,973.91 | 16,719,026.09 | Asset related | |||
| Technological transformation project for the production line of automotive lightweight alloy parts with an annual capacity of 300,000 sets | 6,790,289.63 | 1,000,000.20 | 5,790,289.43 | Asset related | |||
| Technological Transformation Project of Automobile High-Performance Vibration Control System | 4,488,727.80 | 573,207.60 | 3,915,520.20 | Asset related |
Ningbo Tuopu Group Co., Ltd. Annual Report 2023
| Land leveling subsidies | 7,468,401.22 | 154,582.32 | 7,313,818.90 | Asset related | |||
| Automotive Parts Production and Industrial Automation Project | 71,166,861.65 | 4,500,000.00 | 66,666,861.65 | Asset related | |||
| Automobile Lightweight Steering System Technological Transformation Project | 18,411,199.97 | 1,990,400.04 | 16,420,799.93 | Asset related | |||
| 2022 Automobile Chassis Vibration Control System Technological Transformation Project | 9,341,666.66 | 10,500,000.00 | 1,912,500.04 | 17,929,166.62 | Asset related | ||
| Automobile High Performance Shock Absorption System Production Project with an Annual Capacity of 2 Million Sets | 5,579,166.64 | 650,000.02 | 4,929,166.62 | Asset related | |||
| Technological Transformation Project for Automotive NVH Interior Trim Parts | 2,479,810.78 | 288,910.02 | 2,190,900.76 | Asset related | |||
| Technological Transformation | 5,579,166.65 | 650,000.02 | 4,929,166.63 | Asset related |
Ningbo Tuopu Group Co., Ltd. Annual Report 2023
| Project for Automotive Lightweight Components | |||||||
| Automotive Lightweight Components Technological Transformation Project with an Annual Capacity of 3 million sets | 5,579,166.65 | 650,000.02 | 4,929,166.63 | Asset related | |||
| District-level Technological Transformation Project for New Energy Vehicle Front and Rear Axle Assembly | 1,883,333.31 | 200,000.04 | 1,683,333.27 | Asset related | |||
| District-level Technological Transformation Project for Lightweight Steering System | 1,883,333.31 | 200,000.03 | 1,683,333.28 | Asset related | |||
| District-level Technological Transformation Subsidies for Automobile Chassis Vibration Control System | 1,883,333.31 | 200,000.04 | 1,683,333.27 | Asset related | |||
| Technological Transformation Project for New | 17,666,666.63 | 2,000,000.04 | 15,666,666.59 | Asset related |
Ningbo Tuopu Group Co., Ltd. Annual Report 2023
| Energy Vehicle Front and Rear Axle Assembly | |||||||
| 2023 Technological Transformation Subsidies for Automotive Control Arm Project | 4,000,000.00 | 233,333.31 | 3,766,666.69 | Asset related | |||
| 2023 lightweight subframe digitalization workshop | 5,100,000.00 | 170,000.00 | 4,930,000.00 | Asset related | |||
| Pinghu Tuopu Auto Parts Production Project | 11,141,900.00 | 795,850.00 | 10,346,050.00 | Asset related | |||
| Relocation Project for Automotive Interior Trim Parts with an Annual Capacity of 300,000 sets | 552,968.98 | 110,593.80 | 442,375.18 | Asset related | |||
| Technological Transformation Project for Lightweight Suspension System with an Annual Capacity of 350,000 sets | 5,188,000.00 | 5,188,000.00 | Asset related | ||||
| Technological Transformation Project for New | 5,600,000.00 | 5,600,000.00 | Asset related |
Ningbo Tuopu Group Co., Ltd. Annual Report 2023
| Energy Vehicle Battery Holder with an Annual Capacity 200,000 sets | |||||||
| Hunan Xiangtan Auto Parts Industrial Base Project | 13,379,433.26 | 1,600,000.00 | 753,423.59 | 14,226,009.67 | Asset related | ||
| Tuopu Chassis Auto Parts Industrial Base Project | 15,727,824.89 | 329,378.52 | 15,398,446.37 | Asset related | |||
| Technological Transformation Project for Lightweight Automobile Chassis System Production Line with an Annual Capacity of 100,000 Sets | 4,002,391.70 | 438,669.96 | 3,563,721.74 | Asset related | |||
| Related Auto Parts Production Line Project with an Annual Capacity of 300,000 sets | 487,945.66 | 86,798.28 | 401,147.38 | Asset related | |||
| Automobile Chassis Components Project with an Annual Capacity of 500,000 sets | 4,301,229.05 | 103,229.50 | 4,197,999.55 | Asset related |
Ningbo Tuopu Group Co., Ltd. Annual Report 2023
| Production Line Project for Passenger Car Chassis Suspension Related Parts with an Annual Capacity of 500,000 sets | 1,724,857.60 | 326,052.96 | 1,398,804.64 | Asset related | |||
| Technological transformation project for automobile suspension chassis production line with an annual capacity of 500,000 sets | 2,751,629.96 | 412,001.76 | 2,339,628.20 | Asset related | |||
| Technological transformation project for automobile front and rear axle production line with an annual capacity of 200,000 sets | 787,380.56 | 378,110.76 | 409,269.80 | Asset related | |||
| Technological transformation project for automobile suspension chassis production line with an annual capacity of | 1,107,707.38 | 289,187.22 | 818,520.16 | Asset related |
Ningbo Tuopu Group Co., Ltd. Annual Report 2023
| 300,000 sets | |||||||
| Automobile Fabric Production Line Project | 2,620,744.49 | 533,032.78 | 2,087,711.71 | Asset related | |||
| Intelligent Factory Construction Project for Automobile Interior Trim Parts with an annual capacity of 2 million sets | 485,833.31 | 110,000.00 | 375,833.31 | Asset related |
Technologicaltransformationproject for AutoRoof and CarpetAssembly SeriesInterior TrimParts with anannual capacity of
1.6 million sets
| 660,000.00 | 165,000.00 | 495,000.00 | Asset related | ||||
| Liudong New Area Auto Parts Production Project | 1,193,953.49 | 84,279.07 | 1,109,674.42 | Asset related | |||
| Factory Outdoor Supporting Engineering Project | 5,700,936.62 | 393,046.46 | 5,307,890.16 | Asset related | |||
| Shenyang Tuopu Auto Parts Base Project | 194,444.39 | 194,444.39 | Asset related | ||||
| Production Base Project for Tuopu New Energy | 30,000,000.00 | 27,600,000.00 | 57,600,000.00 | Asset related |
Ningbo Tuopu Group Co., Ltd. Annual Report 2023
| Vehicles Lightweight Chassis System and Interior Vibration Control Trim Parts System | |||||||
| Subsidies for the Second Batch of Intelligent Manufacturing Projects in Beilun District in 2023 by Beilun District Economy and Information Bureau | 5,300,000.00 | 80,033.58 | 5,219,966.42 | Asset related | |||
| Tuopu Anhui land subsidies | 6,000,000.00 | 50,847.45 | 5,949,152.55 | Asset related | |||
| Total | 367,153,765.44 | 92,485,100.00 | 35,415,808.27 | 424,223,057.17 | / |
Ningbo Tuopu Group Co., Ltd. 2023 Annual Report
3. Government grants recognized in profit or loss for the period
√Applicable □Not applicable
Unit: Yuan Currency: RMB
| Type | Amount in current period | Amount in prior period |
| Asset related | 35,415,808.26 | 29,105,821.08 |
| Income related | 118,982,642.60 | 33,388,677.84 |
| Total | 154,398,450.86 | 62,494,498.92 |
Other notes:
Government grants related to assets
Unit: Yuan Currency: RMB
| Items presented in the balance sheet | Amounts of government grants | Amounts included in profit or loss for the period or offset against related cost and expense losses | Items included in profit or loss for the period or offset against related cost and expense losses | |
| Amount in current period | Amount in prior period | |||
| Automobile composite fiber production project | 1,000,000.00 | 100,000.00 | 99,999.96 | Asset related |
| Production and application technology transformation project of lightweight materials for vehicles | 7,000,000.00 | 875,000.00 | 875,000.00 | Asset related |
| Technological transformation project of high-performance Vibration Control system | 5,910,700.00 | 660,174.18 | 456,926.52 | Asset related |
| Production line transformation project of high-performance Vibration Control system for cars | 4,409,904.00 | 551,238.00 | 551,238.00 | Asset related |
| Digital workshop project with an annual capacity of 120,000 sets of intelligent brake systems | 4,041,000.00 | 405,289.65 | 405,289.68 | Asset related |
| Machine substitution for human project with an annual capacity of 700,000 sets of Vibration Control products | 4,720,000.00 | 472,000.00 | 472,000.00 | Asset related |
| Technological transformation project of high-performance Vibration Control | 8,250,992.00 | 891,261.08 | 891,261.09 | Asset related |
Ningbo Tuopu Group Co., Ltd. 2023 Annual Report
| Items presented in the balance sheet | Amounts of government grants | Amounts included in profit or loss for the period or offset against related cost and expense losses | Items included in profit or loss for the period or offset against related cost and expense losses | |
| Amount in current period | Amount in prior period | |||
| system for automobiles | ||||
| Technological Transformation Project of Automobile Interior and Exterior Trim Parts | 7,794,112.00 | 815,466.48 | 815,466.48 | Asset related |
| Technological Transformation Project of Automobile Lightweight Parts Production Line | 8,443,472.00 | 915,256.45 | 915,256.45 | Asset related |
| Technological Improvement Project for Automobile Lightweight Chassis Components | 10,458,600.00 | 875,375.14 | 1,081,924.08 | Asset related |
| Technological transformation project of automobile lightweight chassis system production line | 1,000,500.00 | 664,181.16 | 108,162.12 | Asset related |
| Technological Transformation Project of Automobile Lightweight Control Arms | 8,085,312.00 | 1,420,601.92 | 875,375.13 | Asset related |
| Technological transformation project of lightweight auto parts | 6,125,420.00 | 108,162.16 | 624,458.73 | Asset related |
| Tuopu Intelligent Automotive Electronics Industrial Park Project | 27,000,000.00 | 1,081,924.14 | 1,385,714.25 | Asset related |
| Digitalization Workshop Project of Thermal Management System for New Energy Vehicles with Annual Capacity of 250,000 Sets | 20,000,000.00 | 2,051,282.05 | 1,538,461.53 | Asset related |
| Technology Transformation Project for New Energy Vehicle Chassis Key Parts | 15,161,900.00 | 1,443,211.99 | 124,170.69 | Asset related |
| New Energy Vehicle Intelligent Brake System Digitalization Workshop | 6,489,100.00 | 55,940.52 | Asset related | |
Ningbo Tuopu Group Co., Ltd. 2023 Annual Report
| Items presented in the balance sheet | Amounts of government grants | Amounts included in profit or loss for the period or offset against related cost and expense losses | Items included in profit or loss for the period or offset against related cost and expense losses | |
| Amount in current period | Amount in prior period | |||
| New Energy Vehicle Electronic Chassis Critical Components Technological Transformation Project | 17,936,000.00 | 1,216,973.91 | Asset related | |
| Technological transformation project for the production line of automotive lightweight alloy parts with an annual capacity of 300,000 sets | 10,000,000.00 | 1,000,000.20 | 1,000,000.20 | Asset related |
| Technological Transformation Project of Automobile High-Performance Vibration Control System | 5,713,900.00 | 573,207.60 | 573,207.60 | Asset related |
| Land leveling subsidies | 7,729,116.00 | 154,582.32 | 155,197.84 | Asset related |
| Automotive Parts Production and Industrial Automation Project | 90,000,000.00 | 4,500,000.00 | 4,500,000.00 | Asset related |
| Automobile Lightweight Steering System Technological Transformation Project | 19,904,000.00 | 1,990,400.04 | 1,492,800.03 | Asset related |
| 2022 Automobile Chassis Vibration Control System Technological Transformation Project | 20,000,000.00 | 1,912,500.04 | 158,333.34 | Asset related |
| Automobile High Performance Shock Absorption System Production Project with an Annual Capacity of 2 Million Sets | 6,500,000.00 | 650,000.02 | 650,000.02 | Asset related |
| Technological Transformation Project for Automotive NVH Interior Trim Parts | 2,889,100.00 | 288,910.02 | 288,910.02 | Asset related |
| Technological Transformation Project for Automotive Lightweight Components | 6,500,000.00 | 650,000.02 | 650,000.02 | Asset related |
Ningbo Tuopu Group Co., Ltd. 2023 Annual Report
| Items presented in the balance sheet | Amounts of government grants | Amounts included in profit or loss for the period or offset against related cost and expense losses | Items included in profit or loss for the period or offset against related cost and expense losses | |
| Amount in current period | Amount in prior period | |||
| Automotive Lightweight Components Technological Transformation Project with an Annual Capacity of 3 million sets | 6,500,000.00 | 650,000.02 | 650,000.02 | Asset related |
| District-level Technological Transformation Project for New Energy Vehicle Front and Rear Axle Assembly | 2,000,000.00 | 200,000.04 | 116,666.69 | Asset related |
| District-level Technological Transformation Project for Lightweight Steering System | 2,000,000.00 | 200,000.04 | 116,666.69 | Asset related |
| District-level Technological Transformation Subsidies for Automobile Chassis Vibration Control System | 2,000,000.00 | 200,000.04 | 116,666.69 | Asset related |
| Technological Transformation Project for New Energy Vehicle Front and Rear Axle Assembly | 20,000,000.00 | 2,000,000.04 | 2,000,000.04 | Asset related |
| 2023 Technological Transformation Subsidies for Automotive Control Arm Project | 4,000,000.00 | 233,333.31 | Asset related | |
| 2023 lightweight subframe digitalization workshop | 5,100,000.00 | 170,000.00 | Asset related | |
| Pinghu Tuopu Auto Parts Production Project | 14,470,000.00 | 795,850.00 | 795,850.00 | Asset related |
| Relocation Project for Automotive Interior Trim Parts with an Annual Capacity of 300,000 sets | 965,300.00 | 110,593.80 | 110,593.80 | Asset related |
Ningbo Tuopu Group Co., Ltd. 2023 Annual Report
| Items presented in the balance sheet | Amounts of government grants | Amounts included in profit or loss for the period or offset against related cost and expense losses | Items included in profit or loss for the period or offset against related cost and expense losses | |
| Amount in current period | Amount in prior period | |||
| Technological Transformation Project for Lightweight Suspension System with an Annual Capacity of 350,000 sets | 5,188,000.00 | Asset related | ||
| Technological Transformation Project for New Energy Vehicle Battery Holder with an Annual Capacity 200,000 sets | 5,600,000.00 | Asset related | ||
| Hunan Xiangtan Auto Parts Industrial Base Project | 15,500,279.00 | 753,423.59 | 520,845.74 | Asset related |
| Tuopu Chassis Auto Parts Industrial Base Project | 16,000,000.00 | 329,378.52 | 204,378.51 | Asset related |
| Technological Transformation Project for Lightweight Automobile Chassis System Production Line with an Annual Capacity of 100,000 Sets | 4,386,700.00 | 438,669.96 | 384,308.30 | Asset related |
| Related Auto Parts Production Line Project with an Annual Capacity of 300,000 sets | 1,110,000.00 | 86,798.28 | 86,798.28 | Asset related |
| Automobile Chassis Components Project with an Annual Capacity of 500,000 sets | 5,032,438.00 | 103,229.50 | 103,229.50 | Asset related |
| Production Line Project for Passenger Car Chassis Suspension Related Parts with an Annual Capacity of 500,000 sets | 2,539,990.00 | 326,052.96 | 326,052.96 | Asset related |
| Technological transformation project for automobile suspension chassis production line with an | 3,541,300.00 | 412,001.76 | 412,001.76 | Asset related |
Ningbo Tuopu Group Co., Ltd. 2023 Annual Report
| Items presented in the balance sheet | Amounts of government grants | Amounts included in profit or loss for the period or offset against related cost and expense losses | Items included in profit or loss for the period or offset against related cost and expense losses | |
| Amount in current period | Amount in prior period | |||
| annual capacity of 500,000 sets | ||||
| Technological transformation project for automobile front and rear axle production line with an annual capacity of 200,000 sets | 3,056,045.00 | 378,110.76 | 378,110.76 | Asset related |
| Technological transformation project for automobile suspension chassis production line with an annual capacity of 300,000 sets | 2,582,045.00 | 289,187.22 | 289,187.22 | Asset related |
| Automobile Fabric Production Line Project | 4,104,000.00 | 533,032.78 | 533,032.78 | Asset related |
| Intelligent Factory Construction Project for Automobile Interior Trim Parts with an annual capacity of 2 million sets | 1,100,000.00 | 110,000.00 | 110,000.00 | Asset related |
Technologicaltransformation projectfor Auto Roof andCarpet Assembly SeriesInterior Trim Parts withan annual capacity of
1.6 million sets
| 1,650,000.00 | 165,000.00 | 165,000.00 | Asset related | |
| Liudong New Area Auto Parts Production Project | 1,510,000.00 | 84,279.07 | 84,279.07 | Asset related |
| Factory Outdoor Supporting Engineering Project | 7,000,011.00 | 393,046.46 | 392,165.00 | Asset related |
| Shenyang Tuopu Auto Parts Base Project | 2,000,000.00 | 520,833.49 | Asset related | |
| Production Base Project for Tuopu New Energy Vehicles Lightweight Chassis System and Interior Vibration Control Trim Parts System | 57,600,000.00 | Asset related | ||
| Subsidies for the Second Batch of | 5,300,000.00 | 80,033.58 | Asset related |
Ningbo Tuopu Group Co., Ltd. 2023 Annual Report
| Items presented in the balance sheet | Amounts of government grants | Amounts included in profit or loss for the period or offset against related cost and expense losses | Items included in profit or loss for the period or offset against related cost and expense losses | |
| Amount in current period | Amount in prior period | |||
| Intelligent Manufacturing Projects in Beilun District in 2023 by Beilun District Economy and Information Bureau | ||||
| Tuopu Anhui land subsidies | 6,000,000.00 | 50,847.45 | Asset related | |
| Total | 540,899,236.00 | 35,415,808.26 | 29,105,821.08 | |
Government grants related to income
Unit: Yuan Currency: RMB
| Items recognized in profit or loss or offsetting related cost and expense losses | Amount of government subsidies | Amount recognized in profit or loss or offsetting related cost and expense losses | |
| Amount in current period | Amount in prior period | ||
| Industrial special fund subsidies | 1,804,500.00 | 1,804,500.00 | 3,120,000.00 |
| Output value up to the standard | 950,000.00 | 950,000.00 | 2,600,000.00 |
| Subsidies for science and technology projects | 280,400.00 | ||
| Subsidies for recruitment of talents | 1,119,299.00 | 1,119,299.00 | 823,802.16 |
| Reward for receiving government refinancing incentive | 1,000,000.00 | 1,000,000.00 | 1,000,000.00 |
| Subsidies for job stabilization | 1,248,201.30 | 1,248,201.30 | 3,079,711.93 |
| Trademark and brand subsidy | 18,000.00 | ||
| One-time job expansion subsidy | 270,640.88 | 270,640.88 | 307,000.00 |
| First-time award for business revenue in 2021 | 1,000,000.00 | ||
| Enterprise cultivation incentive | 300,000.00 | 300,000.00 | 1,050,000.00 |
| Post-subsidy for enterprise R&D investment | 8,254,200.00 | 8,254,200.00 | 4,558,900.00 |
| Receipt of boiler subsidies | 14,500.00 | ||
| Subsidies for newly established enterprises in | 50,000.00 | 50,000.00 | |
Ningbo Tuopu Group Co., Ltd. 2023 Annual Report
| Items recognized in profit or loss or offsetting related cost and expense losses | Amount of government subsidies | Amount recognized in profit or loss or offsetting related cost and expense losses | |
| Amount in current period | Amount in prior period | ||
| the manufacturing industry | |||
| Subsidies for upgrading in 2022 | 100,000.00 | 100,000.00 | |
| Government incentive subsidies | 16,971,159.94 | 16,971,159.94 | |
| Subsidies for key groups in the August signed batch | 8,000.00 | 8,000.00 | |
| Subsidies for the unemployed | 111,550.00 | 111,550.00 | |
| Subsidy for operation and maintenance of pollution source self-control system | 60,000.00 | 60,000.00 | |
| Subsidies for enterprise assessment | 12,781,000.00 | 12,781,000.00 | |
| Subsidy for going global strategy | 112,800.00 | 112,800.00 | |
| Green factory subsidy | 300,000.00 | 300,000.00 | |
| Order return subsidy | 1,173,200.00 | 1,173,200.00 | |
| Support subsidies | 3,460,300.00 | 3,460,300.00 | |
| Supply chain project incentive | 500,000.00 | 500,000.00 | |
| Technology project funding | 2,000,000.00 | ||
| Tax subsidies | 64,043,990.48 | 64,043,990.48 | 9,301,675.80 |
| 2022 economic development bureau cost reduction | 603,924.00 | ||
| Incentives for industrial production and capacity expansion | 1,000,000.00 | 1,000,000.00 | 950,000.00 |
| Award for quality investment projects in the new district industrial economy "Rank List” | 450,000.00 | 450,000.00 | 650,000.00 |
| Subsidies for promoting enterprise development | 425,210.00 | 425,210.00 | 190,204.00 |
| Subsidies for science and technology rewards | 382,875.00 | 382,875.00 | 403,000.00 |
| Provincial industrial design center | 250,000.00 | 250,000.00 | 285,000.00 |
| 2018 subsidies for the creation of occupational health | 2,000.00 | ||
Ningbo Tuopu Group Co., Ltd. 2023 Annual Report
| Items recognized in profit or loss or offsetting related cost and expense losses | Amount of government subsidies | Amount recognized in profit or loss or offsetting related cost and expense losses | |
| Amount in current period | Amount in prior period | ||
| 2021 subsidies for operation and maintenance of pollution source monitoring | 60,000.00 | ||
| Technology subsidies | 460,000.00 | 460,000.00 | 303,700.00 |
| Government economic conference reward | 50,000.00 | 50,000.00 | 50,000.00 |
| Development Zone management committee project construction funds | 50,000.00 | ||
| Subsidies for enterprises with production safety standards | 2,000.00 | ||
| Reward for receiving acreage benefits | 200,000.00 | ||
| Subsidies for resumption of work and production | 30,556.00 | ||
| Subsidies for construction of electricity monitoring system for enterprise waste gas treatment facilities | 22,200.00 | ||
| Progress subsidies | 580,000.00 | 580,000.00 | |
| Electricity subsidies | 764,916.00 | 764,916.00 | 45,204.73 |
| Subsidy for vocational skills training at Pinghu Employment Management Center | 800.00 | 800.00 | |
| Subsidy for NAT testing costs of imported items | 3,600.00 | ||
| Total | 118,982,642.60 | 118,982,642.60 | 33,005,378.62 |
XI. Risks related to financial instruments
1. 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 identify
Ningbo Tuopu Group Co., Ltd. 2023 Annual Report
specific 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 thosefound 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.
(1) 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 rate
Ningbo Tuopu Group Co., Ltd. 2023 Annual Report
instruments at regular intervals. If necessary, the Company will adopt interest rate swap instruments tohedge interest rate risk.
On December 31, 2023, 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 47,412,869.20, compared to RMB 39,575,367.58 as on December 31, 2022. In the opinion ofthe management,100 base points can reasonably reflect the reasonable range of possible changes ininterest rates in the next year.
(2) 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, to lowerthe exchange rate risk. In addition, the Company may also sign forward foreign exchange contracts orcurrency swap contracts to avoid exchange rate risks. In the current period and the previous period, thecompany 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 | 272,871,157.38 | 179,132,342.92 | 452,003,500.30 | 351,747,676.19 | 157,210,256.29 | 508,957,932.48 |
| Accounts receivable | 530,455,755.57 | 411,937,700.49 | 942,393,456.06 | 699,825,946.33 | 397,106,084.55 | 1,096,932,030.88 |
| Other Receivables | 17,549,238.97 | 13,482,218.12 | 31,031,457.09 | 15,463,481.67 | 7,783,815.15 | 23,247,296.82 |
| Short-term borrowings | 132,327,400.00 | 132,327,400.00 | ||||
| Accounts payable | 62,456,222.83 | 113,998,603.33 | 176,454,826.16 | 200,659,968.79 | 86,626,597.59 | 287,286,566.38 |
| Other Payables | 555,541.92 | 428,818.53 | 984,360.45 | 144,032.11 | 955,621.31 | 1,099,653.42 |
| Total | 883,887,916.67 | 718,979,683.39 | 1,602,867,600.06 | 1,400,168,505.09 | 649,682,374.89 | 2,049,850,879.98 |
On December 31, 2023, 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 62,399,461.34(compared to RMB 60,421,182.02 as on December 31, 2022). In the opinion of the management, 5% canreasonably reflect the reasonable range of possible changes in the exchange rate of RMB against USD inthe next year.
Ningbo Tuopu Group Co., Ltd. 2023 Annual Report
(3) 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.
2. Hedging
(1) The company conducts hedging business for risk management
□Applicable √Not applicable
Other notes
□Applicable √Not applicable
(2) The Company conducts eligible hedging operations and applies hedge accounting
□Applicable √Not applicable
Other notes
□Applicable √Not applicable
(3) The company conducts hedging business for risk management and expects to achieve the risk
management objectives, but does not apply hedge accounting.
□Applicable √Not applicable
Other notes
□Applicable √Not applicable
3. Transfer of financial assets
(1) Classification of transfer methods
√Applicable □Not applicable
Unit: Yuan Currency: RMB
| Mode of transfer | Nature of financial assets transferred | Amount of financial assets transferred | Derecognition of financial assets | Judgment basis for derecognition |
| Endorsement | Outstanding bank acceptance notes in receivables financing | 371,123,760.82 | Derecognition | Since the credit risk and deferred payment risk of bankers' acceptances in receivables financing are small, and the interest rate risk related to the notes has been transferred to the bank, it can be judged that the major risks and rewards of title of the notes have been transferred, so they are derecognized. |
Ningbo Tuopu Group Co., Ltd. 2023 Annual Report
| Total | / | 371,123,760.82 | / | / |
(2) Financial assets derecognized due to transfer
√Applicable □Not applicable
Unit: Yuan Currency: RMB
| Item | Mode of transfer of financial assets | Amount of financial assets derecognized | Gain or loss related to derecognition |
| Receivables financing | Endorsement | 371,123,760.82 | |
| Total | / | 371,123,760.82 |
(3) Transferred financial assets with continuing involvement
□Applicable √Not applicable
Othe notes
□Applicable √Not applicable
XII. 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 | 872,066.52 | 300,000,000.00 | 300,872,066.52 | |
| 1. Financial assets at fair value through profit or loss in this period | 872,066.52 | 300,000,000.00 | 300,872,066.52 | |
| (1) Investment in debt instruments | ||||
| (2) Investment in equity instrument | 872,066.52 | 872,066.52 | ||
| (3)Derivative Financial Assets | ||||
| (4) Other | 300,000,000.00 | 300,000,000.00 | ||
| 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 | ||||
Ningbo Tuopu Group Co., Ltd. 2023 Annual Report
| (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) Receivables financing | 1,039,933,314.87 | 1,039,933,314.87 | ||
| Total assets measured at fair value on an ongoing basis | 872,066.52 | 1,339,933,314.87 | 1,340,805,381.39 | |
| (VI) Financial liabilities held for trading | ||||
| 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 | ||||
| Total amount of liabilities constantly measured at their fair values | ||||
| II. Non-continuous fair value measurement | ||||
| (1) Held-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
Ningbo Tuopu Group Co., Ltd. 2023 Annual Report
The Company's trading financial assets included in the first level of fair value measurement are theshares of Lifan Technology (Group) Company Limited ("Lifan Technology"), which are listed on themain board of the Shanghai Stock Exchange and have active quoted prices, therefore, the closing priceof the shares of Lifan Technology is regarded as the fair value.
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
1. For bank financial products included in trading financial assets, the Company uses the expectedrate of return to forecast future cash flows, the unobservable estimate is the expected rate of return, andthe fair value is determined at the end of the period based on the amount that is expected to be recoveredwith a high probability.
2. For receivables financing, the Company determines the fair value of the promissory notes at theend of the period based on the face amount, considering the small difference between the face amountand the fair value.
5. Continuous third-level fair value measurement items, adjustment information between the bookvalue at the beginning of the period and that at the end of the period and sensitivity analysis ofunobservable parameters
□Applicable √Non-applicable
6. Continuous fair value measurement items, if there is a conversion between levels occurred in thecurrent period, the reasons for the conversion and the policies for determining the time point ofthe 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
The Company's financial assets and financial liabilities that are measured at amortized cost consistmainly of cash funds, notes receivable, accounts receivable, other receivables, short-term borrowings,notes payable, accounts payable, other payables, non-current liabilities due within one year, long-termborrowings and bonds payable.
The differences between the carrying amounts and fair values of the Company's financial assets andliabilities not measured at fair value were minimal and are not disclosed in detail.
9. Others
□Applicable √Non-applicable
XIII. Related Parties and Related-party Transactions
1. Condition of 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 | Percentage of the Company’s voting rights held by the parent |
Ningbo Tuopu Group Co., Ltd. 2023 Annual Report
| company | company | ||||
| MECCA INTERNATIONAL HOLDING （HK） LIMITED | Hong Kong | Investment | 1,000,000.00 | 62.94% | 62.94% |
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
For details of the Company's subsidiaries, refer to "X. Equity in other entities" in these notes.
3. Joint ventures and associates of the Company
More details of the important joint ventures and associates of the Company are available in the note.
√Applicable □Non-applicable
For details of the Company's subsidiaries, refer to "X. Equity in other entities" in these notes.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
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 |
| Chongqing Antolin Tuopu Overhead System Co., Ltd. | Associate (Note 1) |
| Ninghai Jinsuoer Auto Parts Co., Ltd. | 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 Company |
Note 1: 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 Antolin
Ningbo Tuopu Group Co., Ltd. 2023 Annual Report
Top 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). Purchase and sale of goods, provision and acceptance of labor related transactionsPurchase of goods/acceptance of labor
√Applicable □Not applicable
Unit: Yuan Currency: RMB
| 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 | 354,655.74 | 500,000.00 | No | 557,591.82 |
| Ningbo Borgers Tuopu Automobile Parts Co., Ltd. | Material | 12,015,360.64 | 15,000,000.00 | No | 11,226,212.12 |
| Ninghai Jinsuoer Auto Parts Co., Ltd. | Material | 17,174,733.82 | 15,000,000.00 | Yes | 5,680,753.83 |
| Ninghai Saipu Rubber and Plastic Parts Factory | Material | 4,263,568.56 | 3,500,000.00 | Yes | 3,344,571.77 |
| Ninghai Jinxin Packaging Co., Ltd. | Material | 17,971,016.78 | 15,000,000.00 | Yes | 13,729,540.98 |
| Ninghai Zhonghao Plastic Products Co., Ltd. | Material | 21,700,109.25 | 25,000,000.00 | No | 23,847,150.57 |
| Ninghai Xidian Qingqing Plastic Factory | Material | 5,676,089.47 | 7,000,000.00 | No | 6,233,189.97 |
| Ningbo Hongke Auto Parts Co., Ltd. | Material | 148,358,748.00 | 150,000,000.00 | No | 136,342,741.42 |
| Ningbo Gloyel Intelligent Technology Co. Ltd. | Equipment | 42,785,724.15 | 100,000,000.00 | No | 84,851,924.43 |
Ningbo Tuopu Group Co., Ltd. 2023 Annual Report
| Ningbo Gloyel Motor Technology Co., Ltd. | Material, labor services, et al. | 37,384,794.59 | 50,000,000.00 | No | 29,679,129.38 |
| Gloyel Electric (Ningbo) Co., Ltd. | Material, labor services, et al. | 4,747,234.44 | 10,000,000.00 | No | 7,636,009.78 |
List of sale of goods/rendering of labor services
√Applicable □Non-applicable
Unit: Yuan Currency: RMB
| 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. | 5,264,588.45 | 5,819,976.18 |
| Ningbo Borgers Tuopu Automobile Parts Co., Ltd. | Goods, labor services, et al. | 135,889,811.34 | 96,673,748.67 |
| Chongqing Antolin Tuopu Overhead System Co., Ltd. (Note) | Goods, labor services, et al. | 6,264,144.32 | |
| Ningbo Gloyel Motor Technology Co., Ltd. | Goods | 1,359,110.64 |
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.
Notes to related-party transactions in the purchase and sale of goods, rendering and acceptance of laborservices
□Applicable √Non-applicable
(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 lessor:
□Applicable □Non-applicable
Unit: Yuan Currency: RMB
| Name of tenant | Kind of lease assets | Rental income recognized in the current | Rental income recognized in previous period |
Ningbo Tuopu Group Co., Ltd. 2023 Annual Report
| period | |||
| Ningbo Borgers Tuopu Automobile Parts Co., Ltd. | Houses and structures | 846,238.53 | 619,266.06 |
| Ningbo Gloyel Electric Motor Technology Co., Ltd. | Houses and structures | 198,165.14 | 198,165.14 |
| Ningbo Gloyel Intelligent Technology Co. Ltd. | Houses and structures | 346,977.93 |
Ningbo Tuopu Group Co., Ltd. 2023 Annual Report
The Company as lessee:
√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 | 141,910.04 | 277,385.03 | 8,651,758.24 | |||||
Affiliated leases
□Applicable √Non-applicable
Ningbo Tuopu Group Co., Ltd. 2023 Annual Report
(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 Technology (Hangzhou Bay) | 3,900.00 | 2021-12-9 | 2033-12-9 | No |
| Tuopu Mexico | 10,276.00 | 2023-11-1 | 2030-10-31 | No |
| Tuopu Mexico | 26,995.96 | 2023-11-15 | 2034-1-14 | No |
The Company as guaranteed party
□Applicable √Non-applicable
Notes to related guarantees
√Applicable □Non-applicable
(1) For smooth conduct of business operations in Europe, Tuopu Poland sp.z.o.o, ("Tuopu Poland")is a wholly-owned subsidiary established by Tuopu Group in Poland in March 2021. It leases 7RPROJEKT 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 2023, the balance of this medium and long-term loan is RMB 39 million, theoriginal value and net value of the real property on mortgage is RMB 45,324,720.72 and RMB34,905,288.82 respectively; the original value and net value of land on mortgage is RMB 13,070,562.81and RMB 9,585,079.49 respectively.
(3) In order to expand its business in North America, TUOPU GROUP MEXICO,S.de R.L. de C.V("Tuopu Mexico"), a subsidiary of the Company, has hired David Wolberg Peia, Armando ArturoGonzález Gutiérrez, a natural person, and Alberto González Gutiérrez, Adrián González Gutiérrez, anatural person, Arturo González Gutiérrez, Alberto González Gutiérrez and Adrián González Gutiérrez,natural persons (hereinafter collectively referred to as the "Lessors"), and has concluded an agreementwith the legal representatives of the five aforementioned co-owners. A lease agreement has been signedwith Irma Garza Ita, the legal representative of the five co-owners mentioned above. The agreementprovides for monthly rent payments beginning on November 1, 2023 and ending after 84 months (i.e.,October 31, 2030). In view of the business practice and practical needs, the Company providedguarantee for the rent agreed in the said lease agreement and authorized the Chairman of the Board ofDirectors or his authorized representative to sign the guarantee. The total liability of the guarantee willnot exceed USD14 million (approximately RMB102.76 million) and the validity period of the guaranteecovers the entire validity period of the said lease agreement.
Ningbo Tuopu Group Co., Ltd. 2023 Annual Report
(4) In order to continue to expand its business in North America, Tuopu Mexico, a subsidiary ofthe Company, leased an industrial building located in the State of Nuevo León, Mexico (hereinafterreferred to as the "Phase II Building") to BANCO ACTINVE, S.A. INSTITUCI?N DEBANCAMULTIPLE, GRUPOFINANCIERO ACTINVER, COMO FIDUCIARIO DELFIDEICOMISOF/ 1401, a lessor, for use as the second phase of Tuopu Mexico's plant for automotive parts. 1401 leasedits industrial building located in Nuevo Leon, Mexico as the second phase of the Tuopu Mexico Plant(hereinafter referred to as the "second phase") for the production of automotive parts and entered into alease agreement with it for a term commencing on November 15, 2023 and ending on January 14, 2034,which is expected to be completed by the end of the lease term. In view of the business practice andpractical needs, Tuopu USA, LLC, a wholly-owned subsidiary of the Company, has provided aguarantee for the rental and related taxes agreed in the aforesaid lease agreement, with the totalguarantee liability not exceeding USD 35 million (approximately RMB 248,335,500), and the validityperiod of the guarantee will cover the entire validity period of the aforesaid lease agreement. At the sametime, the Board agreed that the Company shall deliver to the Lessor a standby letter of credit issued by acommercial bank to secure the lease of the Phase II Plant, with a standby letter of credit in the amount ofUSD 3,047,669.86 (approximately RMB 21,624,131.96), which is equivalent to the first year's rent ofthe Phase II Plant (including relevant taxes). The total amount of the above guarantees is USD38,047,669.86 (approximately RMB 269,959,631.96).
(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：in 10,000 Yuan Currency：RMB
| Item | Amount incurred in the current period | Amount incurred in previous period |
| Remuneration from key management members | 2,116.55 | 1,824.68 |
(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. | 2,828,883.09 | 141,444.15 | 2,963,039.73 | 148,151.99 |
| Accounts receivable | Ningbo Borgers Tuopu | 40,000,051.53 | 2,000,002.58 | 20,694,339.11 | 1,034,716.96 |
Ningbo Tuopu Group Co., Ltd. 2023 Annual Report
| Automobile Parts Co., Ltd. | |||||
| Other non-current assets | Ningbo Gloyel Intelligent Technology Co. Ltd. | 2,387,197.00 | 133,000.00 |
(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. | 424,128.00 | 516,104.50 |
| Accounts payable | Ningbo Borgers Tuopu Automobile Parts Co., Ltd. | 2,584,443.67 | 9,988,498.59 |
| Accounts payable | Ninghai Jinsuoer Auto Parts Co., Ltd. | 7,752,482.66 | 2,001,327.84 |
| Accounts payable | Ninghai Saipu Rubber and Plastic Parts Factory | 1,826,209.43 | 1,308,637.05 |
| Accounts payable | Ninghai Jinxin Packaging Co., Ltd. | 9,204,110.32 | 5,820,481.55 |
| Accounts payable | Ninghai Zhonghao Plastic Products Co., Ltd. | 8,604,784.92 | 9,425,965.30 |
| Accounts payable | Ninghai Xidian Qingqing Plastic Factory | 2,109,134.61 | 2,567,426.48 |
| Accounts payable | Ningbo Hongke Auto Parts Co., Ltd. | 71,948,711.18 | 62,924,747.72 |
| Accounts payable | Ningbo Gloyel Motor Technology Co., Ltd. | 1,025,652.12 | 26,612,246.42 |
| Accounts payable | Ningbo Gloyel Motor Technology Co., Ltd. | 9,804,836.10 | 6,348,706.80 |
| Accounts payable | Gloyel Electric (Ningbo) Co., Ltd. | 549,037.21 | 106.64 |
| Lease liabilities | Gloyel Electric (Ningbo) Co., Ltd. | 8,651,758.24 | 2,987,579.87 |
(3). Other items
□Applicable √Non-applicable
7. Related party commitments
□Applicable √Non-applicable
8. Others
□Applicable √Non-applicable
Ningbo Tuopu Group Co., Ltd. 2023 Annual Report
XIV. Share-based payment
1. Equity instruments
□Applicable √Not applicable
Stock options or other equity instruments issued and outstanding at the end of the period
□Applicable √Not applicable
2. Equity-settled share-based payments
□Applicable √Not applicable
3. Cash-settled share-based payments
□Applicable √Not applicable
4. Share-based payment expenses for the period
□Applicable √Not applicable
5. Modification and termination of share-based payment
□Applicable √Not applicable
6. Others
□Applicable √Not applicable
XV. Commitments and Contingencies
1. Important commitments
√Applicable □Non-applicable
Important external commitments, nature, and amount on the balance sheet date
(1) On 15 June 2022, the Company signed a loan contract with the Export-Import Bank of ChinaNingbo Branch, with the granted credit 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, therevolving use of credit loans is allowed. As of 31 December 2023, the long-term loan balance under thecontract is RMB 500 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. 135. As of 31 December 2023, thelong-term loan balance under the contract is RMB 300 million. On 6 January 2023, the Company signeda loan contract with the Export-Import Bank of China Ningbo Branch, with the granted credit line atRMB 400 million, under the loan contract number (2024) Jin Chu Yin (Yong Xin He) No. 1-010. As of31 December 2024, the long-term loan balance under the contract is RMB 400 million. On 14 November2023, the Company signed a loan contract with the Export-Import Bank of China Ningbo Branch, withthe granted credit line at RMB 400 million, under the loan contract number (2023) Jin Chu Yin (YongXin He) No. 1-129. As of 31 December 2023, the long-term loan balance under the contract is RMB 400million. The form of guarantee is setting real properties on mortgage, under the guarantee contractnumber (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 of the properties usedfor mortgage is RMB 944,051,258.94 with a net value of RMB 637,914,621.91 (of which the originalvalue of fixed assets is RMB 919,521,612.08 with a net value of RMB 629,412,818.37; the originalvalue of investment properties is RMB 24,529,646.86 with a net value of RMB8,501,803.54); and theoriginal value of the land used for mortgage is RMB 202,898,354.01 with a net value of RMB157,656,964.78.
(2) The Company and Ping An Bank Ningbo Beilun Sub-branch engaged in several agreements,specifically Ping An Bank Ningbo Strategy II Division Cheng Shen Zi No. 20231018 No.006, Ping AnBank Ningbo Strategy II Division Cheng Shen Zi No. 20231117 No.006, Ping An Bank Ningbo StrategyII Division Cheng Shen Zi No. 20231219 No.006, Ping An Bank Ningbo Strategy II Division Cheng
Ningbo Tuopu Group Co., Ltd. 2023 Annual Report
Shen Zi No. 20230714 No.006, Ping An Bank Ningbo Strategy II Division Cheng Shen Zi No.20230821 No.006, as well as Ping An Bank Ningbo Strategy II Department Cheng Shen Zi No.20230915 No.006 applications for acceptance note. As of 31 December 2023, the Company submitted abank acceptance deposit of RMB 17,151,995.90 to Ping An Bank Ningbo Beilun Sub-branch, resultingin the issuance of a note payable amounting to RMB 332,757,484.93.
(3) The Company engaged in a collaborative agreement with Zheshang Bank Company LimitedNingbo Branch, through the bill pool business cooperation agreement No. (33100000) Zheshang AssetPool Zi (2023) No. 18285 and the pledge pool guarantee contract No. (33100000) Zheshang Asset PoolQi Zi (2023) No. 18286. As of December 31, 2023, there remains a pledge of bank acceptance noteamounting to RMB 5,510,735.29. Additionally, a deposit of RMB 1,403,877.16 was paid to the bank inrelation to the bank acceptance note. Consequently, a note payable of RMB 6,206,820.17 was issued.
(4) On 9 December 2021, Tuopu Photovoltaic Technology (Hangzhou Bay) and ChinaDevelopment Bank Ningbo Branch finalized a RMB fund loan agreement. The loan amount was RMB60 million, and the loan contract number was (2021)3302202101100001111. This medium- andlong-term loan has a duration of 12 years, starting from December 9, 2021, and ending on December 9,2033. The loan will be repaid according to the agreed-upon repayment schedule. To secure the loan, theCompany provided a real estate mortgage, specifically a mortgage guarantee on the property located atNo. 59, Chunxiao Guanhai Road, Beilun District, Ningbo, to Top Solar (Hangzhou Bay). As of 31December 2023, the remaining balance of the medium- and long-term borrowings under this contractwas RMB 39 million. The original value of the mortgaged property was RMB 45,324,720.72, with a netvalue of RMB 34,905,288.82. Additionally, the original value of the mortgaged land was RMB13,070,562.81, with a net value of RMB 9,585,079.49.
(5) The Company and the Management Committee of Ningbo Qianwan New Area signed aninvestment agreement in 2022 under the contract number Xin Qu Tou Xie [2022] No. 1. The agreementspecified that the fixed assets investment intensity should be RMB 3 million per mu and the average taxrevenue per mu should be RMB 0.38 million per mu. Failure to meet these terms would result in apenalty of RMB 161,100,000. Additionally, the Company obtained an Irrevocable Bank Guarantee fromBank of China Beilun Branch on 19 September 2022, for an amount not exceeding RMB161,100,000,000 in favor of the Management Committee of Ningbo Qianwan New Area. The guarantee,with number GC1901322000187, is valid from September 19, 2022, to September 30, 2030. Thisguarantee ensures that Bank of China Beilun Branch will pay the Management Committee of NingboQianwan New Area up to RMB 161,100,000 in case of default, upon receiving the necessarydocumentation.
(6) On 7 September 2022, the Company engaged in a contractual agreement with Kokusai Co.,Ltd. to procure a 5-axis endurance testing machine for the EPS steering system. The contract, identifiedas Contract No. 10762022090702, was successfully executed. Subsequently, on 30 August 2023, theCompany established a letter of credit with Bank of Ningbo, No. LC0110223A1890, in favor of KokusaiCo., Ltd., amounting to USD 450,000. As of 31 December 2023, the remaining balance of the letter ofcredit stood at USD 225,000. This letter of credit stipulates that a draft of USD 225,000 shall be issuedto the beneficiary within ten days of the creation.
(7) In compliance with the U.S. Customs bonding requirements, the Company entered into anIrrevocable Bank Guarantee with Citibank on 12 September 2023. This guarantee, identified asGuarantee No. 69628907, was established in favor of AVALON RISK MANAGEMENT INSURANCEAGENCY and is valued up to USD 2.8 million. The validity period of this guarantee spans from 12September 2023, to September 12, 2024. Its purpose is to ensure the timely payment of a draft, notexceeding USD 2.8 million, upon Citibank's receipt of a draft in accordance with the terms outlined inthis letter of credit.
(8) On 22 August 2023, Tuopu Automobile Electronics and Ping An Bank, Ningbo Branch,entered into an agreement known as the application for acceptance note numbered Ping An BeilunCheng Shen Zi No. 20230822 No. 006. According to this agreement, Tuopu Automobile Electronics isrequired to provide a deposit equal to or greater than 6.03% of the face value of the acceptance note. Theacceptance note is secured by a mortgage. As of 31 December 2023, Tuopu Automobile Electronics haspaid a total of RMB 5,150,010.00 to Ping An Bank as a deposit for the bank acceptance note. Based onthis payment, a note payable in the amount of USD 91,886,023.61 was issued.
(9) Skateboard Chassis signed a construction contract with Ningbo Longyuan ShenghongEcological Construction Engineering Co. Ltd. for two projects: the annual production capacity of 1.1million sets of interior functional trim parts and the annual production capacity of 1.3 million sets of
Ningbo Tuopu Group Co., Ltd. 2023 Annual Report
thermal management systems for Tuopu Skateboard Chassis (Ningbo) Co. Ltd. The company alsoentered into a Payment Guarantee with Bank of China Limited Ningbo Branch on 1 March 2023, infavor of Ningbo Longyuan Shenghong Ecological Construction Engineering Co. Ltd. The guaranteeamount is RMB 1.7152 million, with Guarantee No. GC1900323000176. The validity period is from theeffective date of the main contract to 28 days after the payment of the contract sum. If SkateboardChassis fails to pay the contract sum, the bank will pay on their behalf within the guaranteed amount.Skateboard Chassis has already paid the guarantee deposit of RMB 1,715,200,000 to Bank of ChinaLimited Ningbo Branch, which has generated an interest income of RMB 2,762,48.
(10) Tuopu Automobile Parts entered into a business cooperation agreement with Zheshang BankCo., numbered 33100000 Zheshang Bills Pool Zi 2017 No. 01470, as well as an asset pool businesscooperation agreement, numbered 33100000 Zheshang Asset Pool Zi 2017 No. 01470, and numbered33100000 Zheshang Asset Pool Zi 2017 No. 01471. These agreements also include the Zheshang BankAsset Pool Pledge Guarantee Contract. As of 31 December 2023, there are still pledged bank acceptancenote amounting to RMB 113,704,390.83. Additionally, RMB 20,403,311.03 was paid to the bank as adeposit for the bank acceptance note. Based on these transactions, notes payable totaling RMB131,404,129.02 was issued.
(11) Tuopu Automobile Parts engaged in a collaborative business arrangement with Bank ofNingbo Company Limited Beilun Branch, referred to as the note pool business cooperation and notepledge agreement No. 05101PC20188002, on July 5, 2018. Additionally, a supplementary agreementwas made to this arrangement on November 7, 2018. As of December 31, 2023, there were RMB311,598,099.33 worth of pledged bank acceptance notes and RMB 7,000,000.00 worth of pledgedcommercial acceptance notes. Furthermore, RMB 196,671,580.65 of bank acceptance deposits were paidto the bank. Based on these transactions, notes payable amounting to RMB 460,533,759.99 were issued.
(12) Tuopu Vibro-Acoustics Technology has entered into several agreements with Ningbo Bankand Bank of Ningbo Company Limited. These agreements include the Asset Pool InvoicingStraight-Through Agreement No. 05100AT22BFN865, the Asset Pool Business Cooperation and PledgeAgreement No. 0510100015480, and the Asset Pool Zi 2019 No. 031. As of December 31, 2023, thereare still pledged bank acceptance bills amounting to RMB 258,088,888.09 and commercial acceptancebills amounting to RMB 29,584,945.90. Additionally, a deposit of RMB 72,397,873.24 has been madeto the bank for the bank acceptance bills, resulting in the issuance of a note payable of RMB356,908,663.76.
(13) As of December 31, 2023, there were still bank acceptance bills of RMB 187,906,251.18pledged under the Bills Pool Business Cooperation Agreement No. 33100000 Zheshang Bills Pool Zi No.01472, 2017, Asset Pool Business Cooperation Agreement No. 33100000 Zheshang Asset Pool Zi No.01472, 2017, and Asset Pool Pledge Zi No. 33100000 Zheshang Asset Pledge Zi No. 01473, 2017,entered into between Tuopu Vibro-Acoustics Technology and Zheshang Bank Company Limited No.01473. Additionally, RMB 218,246,485.57 was paid to the bank as a deposit for the bank acceptancebills, resulting in the issuance of a note payable of RMB 406,363,637.19.
(14) Tuopu Imp. & Exp. has opened a margin account with Bank of Ningbo Beilun Sub-branchwith the purpose of pending bill settlement due to its business needs, and as at December 31, 2023, therewas interest income in the amount of USD 86.11 (equivalent to RMB 609.89) retained in the account.
(15) Tuopu Poland signed a bank guarantee with Citibank for an amount not exceeding2,500,000.00 (PLN) on July 19, 2023, to cover customs duties related to trade, under guarantee numberGC23-2000001. By December 31, 2023, the Company had transferred 2,500,000.00 (PLN) to Bank ofChina (equivalent to approximately RMB 4,526,750.00) as a bond deposit.
(16) At the request of the Immigration Authority, Tuopu Malaysia has entered into a bankguarantee agreement with Bank of China (Malaysia) Sdn Bhd in favor of GUO HUIQIN. The bankguarantee is for an amount not exceeding RM1,500.00, which covers GUO HUIQIN's personal passagefee for visa application. This guarantee is issued under the letter of guarantee no. LG5111723000234,valid from October 10, 2023, to October 9, 2024. According to the terms of the letter of guarantee, thebank will make the payment to Tuopu Malaysia, on behalf of the bank, within the guaranteed amountupon Tuopu Malaysia's written request for payment. As a deposit for the letter of guarantee, TuopuMalaysia has already paid MYR 1,500.00 (approximately RMB 2,312.25) to the Bank of China.
(17) Tuopu Malaysia has entered into a power supply agreement with TENAGA NASIONALBERHAD for the provision of electricity from TENAGA NASIONAL BERHAD to Tuopu Malaysia'sTNB substation building. Additionally, Tuopu Malaysia has obtained a Bank Guarantee, with guaranteenumber LG5111723000007, in favor of TENAGA NASIONAL BERHA for an amount not exceeding
Ningbo Tuopu Group Co., Ltd. 2023 Annual Report
RM20,000.00. This Bank Guarantee is valid from January 4, 2023, to January 3, 2024, and ensures thatif Tuopu Malaysia fails to fulfill its payment obligations as per the contract, the bank will cover theoutstanding amount up to the guaranteed sum. To secure the guarantee, the Company has depositedMYR 20,000.00 (approximately RMB 30,830.00) with the Bank of China.
(18) Ningbo Qianhui has executed a maximum pledge contract, specifically No.06001PC20198005 (supplemental), with Bank of Ningbo Company Limited Ninghai Sub-branch. As ofDecember 31, 2023, there remains a total value of RMB 7,246,410.06 in pledged bank acceptance notes.Additionally, RMB 3,725,460.59 worth of bank acceptance notes were submitted to the bank as adeposit. Consequently, a note payable amounting to RMB 8,703,471.15 was issued.
2. Contigencies
(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
XVI. Events after the Balance Sheet Date
1. Important non-adjusting events
√Applicable □Non-applicable
1. The Company's request for the issuance of A shares to specific entities, which began inDecember 2022, was acknowledged by the SSE on May 30, 2023 through the "Notice on the AuditOpinions on the Issuance of Shares to Specific Objects by Ningbo Tuopu Group Co., Ltd." Subsequently,on July 5, 2023, the CSRC issued the Approval Reply on the Registration of Ningbo Top Group Co., Ltd.to Issue Shares to Specific Objects (Zheng Jian Permit [2023] No. 1443), granting approval for theregistration of the issuance of shares to specific entities. On January 2024, the Company issued60,726,104 new shares to specific parties and completed the share registration on January 26, 2024 at theShanghai Branch of China Securities Depository and Clearing Corporation Limited.
2. On January 2024, the Company and Johann Borgers GmbH ("Borgers" or the "Transferor"), theforeign shareholder of the joint venture Ningbo Borgers Tuopu Automobile Parts Co., Ltd., entered intothe Equity Transfer Agreement (hereinafter referred to as the "Agreement"), under which the Companyplans to transfer 50% equity interest in Ningbo Borgers held by Borgers for a cash consideration of EUR2,450,000.00. Following the completion of this transaction, Ningbo Borgers will become awholly-owned subsidiary of the Company.
2. Profit distribution
√Applicable □Non-applicable
Unit: Yuan Currency: RMB
| Proposed distribution of profits or dividends | 646,503,387.61 |
| Profits or dividends declared after deliberation and approval |
According to the 2023 profit distribution plan passed at the 8th meeting of the Fifth Session of the Boardof Directors on April 22, 2024, the Company intends to use the number of shares registered on the dateof equity 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 5.56 (tax included) for every 10shares. The above profit distribution plan is submitted to the 2024 annual general meeting forconsideration.
Ningbo Tuopu Group Co., Ltd. 2023 Annual Report
3. Sales return
□Applicable √Non-applicable
4. Notes to Other Events after the Balance Sheet Date
√Applicable □Non-applicable
XVII. 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
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 total liabilities ofindividual 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
Ningbo Tuopu Group Co., Ltd. 2023 Annual Report
8. Others
□Applicable √Non-applicable
XVIII. 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
| Age | Book balance at the end of the period | Book balance at the beginning of the period |
| Within 1 year | ||
| Including: sub-items within 1 year | ||
| Within 1 year | 1,945,977,497.47 | 2,225,858,799.18 |
| Subtotal within 1 year | 1,945,977,497.47 | 2,225,858,799.18 |
| 1 to 2 years | 116,037,921.61 | 156,073,047.34 |
| 2-3 years | 51,788,849.82 | 32,313,504.17 |
| Over 3 years | 6,540,552.20 | 49,045,071.14 |
| 3 to 4 years | ||
| 4 to 5 years | ||
| Over 5 years | 34,341,864.17 | 323,215.01 |
| Total | 2,154,686,685.27 | 2,463,613,636.84 |
Ningbo Tuopu Group Co., Ltd. Annual Report 2023
(2). 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 portfolios | 2,154,686,685.27 | 100.00 | 162,705,517.47 | 7.55 | 1,991,981,167.80 | 2,463,613,636.84 | 100.00 | 166,344,553.64 | 6.75 | 2,297,269,083.20 |
| Including: | ||||||||||
Ningbo Tuopu Group Co., Ltd. Annual Report 2023
| Bad debt provision accrued based on aging portfolios | 2,154,686,685.27 | 100.00 | 162,705,517.47 | 7.55 | 1,991,981,167.80 | 2,463,613,636.84 | 100.00 | 166,344,553.64 | 6.75 | 2,297,269,083.20 |
| Total | 2,154,686,685.27 | / | 162,705,517.47 | / | 1,991,981,167.80 | 2,463,613,636.84 | / | 166,344,553.64 | / | 2,297,269,083.20 |
Bad debt provision accrued based on single item:
□Applicable √Non-applicable
Bad debt provision accrued based on combinations
√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 | 1,945,977,497.47 | 97,298,874.87 | 5.00 |
| 1 to 2 years | 116,037,921.61 | 11,603,792.16 | 10.00 |
| 2 to 3 years | 51,788,849.82 | 15,536,654.95 | 30.00 |
| 3 to 5 years | 6,540,552.20 | 3,924,331.32 | 60.00 |
| Over 5 years | 34,341,864.17 | 34,341,864.17 | 100.00 |
| Total | 2,154,686,685.27 | 162,705,517.47 | |
Description of bad debt provision by portfolio:
□Applicable √Not Applicable
Provision for bad debts based on general model of expected credit losses
□Applicable √Not applicable
Description of significant changes in the carrying amount of accounts receivable for which changes inthe allowance for losses occurred during the period:
□Applicable √Not 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 portfolios | 166,344,553.64 | 3,639,036.17 | 162,705,517.47 | |||
| Total | 166,344,553.64 | 3,639,036.17 | 162,705,517.47 | |||
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
Of which significant accounts receivable write-offs
□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
| Name of Entity | Balance of accounts receivable at the end of the period | Balance of contract assets at the end of the period | Balance of accounts receivable and contract assets at the end of the period | As a percentage of total balance of accounts receivable and contract assets at the end of the period (%) | Balance of bad debt provision at the end of the period |
| No.1 | 500,526,611.66 | 500,526,611.66 | 23.23 | 25,026,330.58 | |
| No.2 | 428,588,092.50 | 428,588,092.50 | 19.89 | 21,429,404.63 | |
| No.3 | 177,018,791.91 | 177,018,791.91 | 8.22 | 24,219,055.01 | |
| No.4 | 151,760,880.50 | 151,760,880.50 | 7.04 | 8,871,411.35 | |
| No.5 | 120,467,564.47 | 120,467,564.47 | 5.59 | 6,023,378.22 | |
| Total | 1,378,361,941.04 | 1,378,361,941.04 | 63.97 | 85,569,579.79 |
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 | ||
| Other Receivables | 338,124,520.82 | 229,141,399.78 |
| Total | 338,124,520.82 | 229,141,399.78 |
Other Notes:
□Applicable √Non-applicable
Interest receivable
(1). Category of interest receivable
□Applicable √Non-applicable
(2). Important late payment interest
□Applicable √Non-applicable
(3) Disclosure by bad debt accrual method
□Applicable √Non-applicable
Provision for bad debts is made on a single item basis:
□Applicable √Non-applicable
Note to provision for bad debts is made on a single item basis:
□Applicable √Non-applicable
Provision for bad debts by portfolio:
□Applicable √Non-applicable
(4). Provision for bad debts based on the general model of expected credit losses
□Applicable √Not applicable
Note to significant changes in the book amount of interest receivable for which changes in the allowancefor losses occurred during the period:
□Applicable √Not applicable
(5) Provision for bad debts
□Applicable √Not applicable
Of which the amount of bad debt provision recovered or reversed during the period is significant:
□Applicable √Not applicable
(6) Interest receivable written off during the period
□Applicable √Not applicable
Of which significant write-off of interest receivable
□Applicable √Not applicable
Note to write-offs:
□Applicable √Not applicable
Other notes:
□Applicable √Not Applicable
Dividend Receivable
(1). Dividends receivable
□Applicable √Not applicable
(2). Significant dividends receivable with an age of more than one year
□Applicable √Not applicable
(3). Disclosure by bad debt accrual method
□Applicable √Not applicable
Provision for bad debts is made on a single item basis:
□Applicable √Not applicable
Note to provision for bad debts is made on a single item basis:
□Applicable √Not applicable
Note to provision for bad debts by portfolio
□Applicable √Not applicable
(4). Provision for bad debts based on the general model of expected credit losses.
□Applicable √Not applicable
Note to significant changes in the carrying amount of dividends receivable for which changes in the
allowance for losses occurred during the period:
□Applicable √Not applicable
(5). Provision for bad debts
□Applicable √Not applicable
Of which the amount of bad debt provision recovered or reversed during the period is significant:
□Applicable √Not applicable
(6). Dividends receivable written off during the period
□Applicable √Not applicable
Dividends receivable written off of which the amount is significant:
□Applicable √Not applicable
Note to write-offs:
□Applicable √Not applicable
Other notes:
□Applicable √Not applicable
Other receivables
(1). Disclosure by aging
√Applicable □Not applicable
Unit: Yuan Currency: RMB
| Aging | Book Balance at the End of the Period | Book Balance at the Beginning of the Period |
| Within 1 year | ||
| Including: sub-item within 1 year | ||
| Within 1 year | 196,727,954.35 | 151,944,338.69 |
| Subtotal within 1 year | 196,727,954.35 | 151,944,338.69 |
| 1 to 2 years | 96,487,272.58 | 85,968,323.13 |
| 2 to 3 years | 85,926,323.13 | 10,535,981.71 |
| Over 3 years | 10,614,981.71 | 119,000.00 |
| 3 to 4 years | ||
| 4 to 5 years | ||
| Over 5 years | 255,800.00 | 235,800.00 |
| Total | 390,012,331.77 | 248,803,443.53 |
(2). 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 | 383,638,156.62 | 227,415,769.50 |
| Petty cash funds | 2,545,800.00 | 1,632,760.00 |
| Security deposit | 1,209,250.00 | 12,887,250.00 |
| Others | 2,619,125.15 | 6,867,664.03 |
| Total | 390,012,331.77 | 248,803,443.53 |
(3). Provision for bad debts
√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, 2023 | 19,662,043.75 | 19,662,043.75 | ||
| Balance of the current period on January 1, 2023 | ||||
| --Transfer to Phase 2 | ||||
| --Transfer to Phase 3 | ||||
| --Transfer to Phase 2 | ||||
| --Transfer to Phase 1 | ||||
| Provision made in the current period | 32,225,767.20 | 32,225,767.20 | ||
| Reversal in the current period | ||||
| Write-off in the current period | ||||
| Write-off in the current period | ||||
| Other changes | ||||
| Balance on December 31, 2023 | 51,887,810.95 | 51,887,810.95 |
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 | mount Changed in the Current Period | Balance at the End of the Period | |||
| Provision | Withdrawal or Reversal | Write-off | Other Changes | |||
| Accounts | 19,662,043.75 | 32,225,767.20 | 51,887,810.95 | |||
| receivable with bad debt accrued based on aging portfolio | ||||||
| Total | 19,662,043.75 | 32,225,767.20 | 51,887,810.95 |
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
Of which significant other receivables are written off:
□Applicable √Not Applicable
Description of other receivables written off:
□Applicable √Not applicable
(6). Particulars of other receivables of the top five closing balances collected by debtors
√Applicable □Non-applicable
Unit: Yuan Currency: RMB
| Name of Unit | Balance at the end of the period | Proportion in total other receivables at the end of the period (%) | Nature of funds | Aging | Balance of bad debt provision at the end of the period |
| Tuopu Poland sp.z.o.o | 209,128,902.33 | 53.62 | Temporary borrowings | Note 1 | 29,423,863.40 |
| Shanghai Towin Automobile Technology Co., Ltd. | 101,509,254.29 | 26.03 | Temporary borrowings | Note 2 | 18,048,916.28 |
| NINGBO USHONE TECHNOLOGY CO., LTD. | 73,000,000.00 | 18.72 | Temporary borrowings | Within 1 year | 3,650,000.00 |
| Zhejiang Holley & Futong Investment Co., Ltd. | 1,000,000.00 | 0.26 | Security deposit | 1-2 years | 100,000.00 |
| Chen Yi | 500,000.00 | 0.13 | Petty cash | Within 1 year | 25,000.00 |
| Total | 385,138,156.62 | 98.76 | / | / | 51,247,779.68 |
Note 1: The amount for less than 1 year are RMB 64,196,829.20, for 1-2 years 9it is RMB86,328,000.00, and for 2-3 years it is RMB 58,604,073.13.
Note 2: The amount for less than 1 year is RMB 55,200,000.00, for 1-2 years it is RMB8,793,272.58, for 2-3 years it is RMB 27,000,000.00, and for 3-4 years it is RMB 10,515,981.71.
(7). Accounts receivable related to government subsidies
□Applicable √Non-applicable
Other notes:
□Applicable √Non-applicable
3. Long-term equity investments
√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 | 12,385,366,535.37 | 12,385,366,535.37 | 10,829,796,560.37 | 10,829,796,560.37 | ||
| Investments in joint ventures and associates | 139,641,447.46 | 139,641,447.46 | 141,704,726.21 | 141,704,726.21 | ||
| Total | 12,525,007,982.83 | 12,525,007,982.83 | 10,971,501,286.58 | 10,971,501,286.58 | ||
(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 |
| Tuopu Imp&Exp | 178,081,940.48 | 20,000,000.00 | 198,081,940.48 | |||
| Tuopu Automobile Parts | 196,984,594.91 | 196,984,594.91 | ||||
| TUOPU VIBRO-ACOUSTICS | 184,685,004.03 | 15,000,000.00 | 199,685,004.03 | |||
| Yantai Tuopu | 62,800,000.00 | 62,800,000.00 | ||||
| Liuzhou Tuopu | 100,000,000.00 | 100,000,000.00 | ||||
| Shenyang Tuopu | 10,000,000.00 | 10,000,000.00 | ||||
| USHONE ELECTRONIC CHASSIS | 20,000,000.00 | 20,000,000.00 | ||||
| Ningbo Qianhui | 31,210,000.00 | 31,210,000.00 | ||||
| Sichuan Tuopu | 20,000,000.00 | 20,000,000.00 | ||||
| Wuhan Tuopu | 150,000,000.0 | 150,000,000.0 |
| 0 | 0 | |||||
| Pinghu Tuopu | 208,000,000.00 | 208,000,000.00 | ||||
| Shanghai Towin | 10,000,000.00 | 10,000,000.00 | ||||
| Tuopu Industrial Automation | 17,700,000.00 | 2,300,000.00 | 20,000,000.00 | |||
| Tuopu Investment | 62,160,000.00 | 67,450,000.00 | 129,610,000.00 | |||
| USHONE E-commerce | 3,800,000.00 | 200,000.00 | 4,000,000.00 | |||
| Tuopu International | ||||||
| Baoji Tuopu | 18,980,000.00 | 18,980,000.00 | ||||
| Taizhou Tuopu | 100,000,000.00 | 100,000,000.00 | ||||
| Tuopu Automobile Electronics | 2,500,000,000.00 | 2,500,000,000.00 | ||||
| Jinzhong Tuopu | 8,000,000.00 | 8,000,000.00 | ||||
| Shenzhen Towin | 11,300,000.00 | 3,900,000.00 | 15,200,000.00 | |||
| TUOPU DO BRASIL | 80,776,216.50 | 80,776,216.50 | ||||
| Zhejiang Towin | 571,320,000.00 | 571,320,000.00 | ||||
| Suining Tuopu | 290,000,000.00 | 290,000,000.00 | ||||
| Hunan Tuopu | 657,890,000.00 | 64,700,000.00 | 722,590,000.00 | |||
| Tuopu USA, LLC | 35,091,204.56 | 35,091,204.56 | ||||
| Tuopu Chassis | 514,900,000.00 | 514,900,000.00 | ||||
| Tuopu Thermal Management | 3,500,000,000.00 | 336,000,000.00 | 3,836,000,000.00 | |||
| Huzhou Tuopu | 50,000,000.00 | 50,000,000.00 | ||||
| Tuopu Poland | 18,000,000.00 | 18,000,000.00 | ||||
| SHANGHAI TUOPUYALE | 16,500,000.00 | 16,500,000.00 | ||||
| Xi’an Tuopu | 12,331,916.00 | 61,172,435.00 | 73,504,351.00 | |||
| NINGBO USHONE TECHNOLOGY | 30,772,460.00 | 19,227,540.00 | 50,000,000.00 | |||
| Chongqing Chassis | 154,400,000.00 | 36,800,000.00 | 191,200,000.00 | |||
| Skateboard Chassis | 943,330,000.00 | 689,680,000.00 | 1,633,010,000.00 | |||
| Anhui Tuopu | 42,200,000.00 | 118,000,000.00 | 160,200,000.00 | |||
| Chongqing Tuopu | 18,583,223.89 | 18,583,223.89 | ||||
| Tuopu Mexico | 95,040,000.00 | 95,040,000.00 | ||||
| Jinan Tuopu | 18,900,000.00 | 18,900,000.00 | ||||
| Henan Tuopu | 7,200,000.00 | 7,200,000.00 | ||||
| Total | 10,829,796,56 | 1,555,569,97 | 12,385,366,53 |
| 0.37 | 5.00 | 5.37 |
Ningbo Tuopu Group Co., Ltd. Annual Report 2023
(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 | 62,798,436.88 | 36,310,651.82 | 99,109,088.70 | ||||||||
| Ningbo Borgers | 78,906,289.33 | -38,373,930.57 | 40,532,358.76 | ||||||||
| Subtotal | 141,704,726.21 | -2,063,278.75 | 139,641,447.46 | ||||||||
| II. Associates | |||||||||||
| Subtotal | |||||||||||
| Total | 141,704,726.21 | -2,063,278.75 | 139,641,447.46 | ||||||||
Ningbo Tuopu Group Co., Ltd. 2023 Annual Report
(3). Impairment test of long-term equity investments
□ Applicable √ Not applicable
4. Operating income and operating cost
(1). Particulars on operating income and operating cost
√Applicable□Not applicable
Unit: Yuan Currency: RMB
| Item | Amount incurred in the current period | Amount incurred in previous period | ||
| Income | Cost | Income | Cost | |
| Main business operations | 6,759,567,721.50 | 5,177,269,284.50 | 6,594,127,295.51 | 5,017,204,633.53 |
| Other business operations | 598,745,846.46 | 441,052,086.82 | 482,419,882.80 | 371,812,686.41 |
| Total | 7,358,313,567.96 | 5,618,321,371.32 | 7,076,547,178.31 | 5,389,017,319.94 |
(2). Particulars on breakdown of operating income and cost
□Applicable √Non-applicable
Other notes
□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). Significant Contract Changes or Significant Transaction Price Adjustments
□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 | -2,063,278.75 | 28,254,053.75 |
| 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 |
Ningbo Tuopu Group Co., Ltd. 2023 Annual Report
| 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 | 6,032,297.53 | 10,877,828.03 |
| Total | 3,969,018.78 | 39,131,881.78 |
6. Others
□Applicable √Non-applicable
XIX. Additional Data
1. Current non-recurring profit and loss schedule
√Applicable □Non-applicable
Unit: Yuan Currency: RMB
| Item | Amount | Note |
| Gains and losses on disposal of non-current assets, including the elimination of the provision for asset impairment. | -8,196,144.37 | |
| Government grants recognized in profit or loss for the current period, except for government grants that are closely related to the Company's normal business operations, in compliance with national policies and in accordance with defined criteria, and that have a continuous impact on the Company's profit or loss | 154,398,450.86 | |
| Gains and losses arising from changes in the fair value of financial assets and financial liabilities held by non-financial enterprises and gains and losses arising from the disposal of financial assets and financial liabilities, except for effective hedging business related to the Company's normal operating business | 5,949,475.57 | |
| Capital occupancy fees charged to non-financial enterprises recognized as current profit or loss | ||
| Gains and losses on entrusted investment or asset management | ||
| Gains and losses on entrusted external loans | ||
| Losses on assets due to force majeure factors, such as natural disasters | ||
| Reversal of provision for impairment of receivables individually tested for impairment | ||
| Gain arising from the excess of the cost of investment in subsidiaries, associates and joint ventures over the fair value of the investee's identifiable net assets at the time of investment |
Ningbo Tuopu Group Co., Ltd. 2023 Annual Report
| acquisition | ||
| Net profit or loss of subsidiaries for the period from the beginning of the period to the date of consolidation arising from a business combination under the same control | ||
| Gain or loss on exchange of non-monetary assets | ||
| Gains or losses on debt restructuring | ||
| One-time costs incurred by the enterprise due to the fact that the relevant operating activities are no longer continuing, such as expenditures for the relocation of employees | ||
| One-time impact on current profit or loss due to adjustments in tax, accounting and other laws and regulations | ||
| One-time recognition of share-based payment expenses due to cancellation or modification of equity incentive plans | ||
| For cash-settled share-based payments, gains or losses arising from changes in the fair value of employee compensation payable after the feasible date of entitlement | ||
| Gains or losses arising from changes in the fair value of investment properties subsequently measured using the fair value model | ||
| Gains or losses arising from transactions where the transaction price is significantly less than fair value | ||
| Gains or losses arising from contingencies unrelated to the Company's normal business operations | ||
| Custodian fee income from entrusted operations | ||
| Non-operating income and expenses other than those listed above | 1,538,566.49 | |
| Other items of gains and losses that meet the definition of non-recurring gains and losses | ||
| Less: Income tax effect | 24,244,688.81 | |
| Minority interests impact amount (after tax) | -190,142.07 | |
| Total | 129,635,801.81 |
For non-recurring profit and loss items that the Company has recognized as non-recurring profit and lossitems not listed in "Interpretative Announcement for Information Disclosure of Companies IssuingSecurities No. 1 - Non-recurring Profit and Loss" and the amount of which is material, as well as itemsdefined as non-recurring profit and loss in "Interpretative Announcement for Information Disclosure ofCompanies Issuing Securities No. 1 - Non-recurring Profit and Loss", state the reasons.
□Applicable √Non-applicable
Other notes
□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 | 16.61% | 1.95 | 1.95 |
Ningbo Tuopu Group Co., Ltd. 2023 Annual Report
| common shareholders of the Company | |||
| Net profit attributable to common shareholders of the Company after deducting non-recurring gains and losses | 15.61% | 1.83 | 1.83 |
3. Differences between international and Chinese accounting standards
□Applicable √Non-applicable
4. Others
□Applicable √Non-applicable
President: Wu JianshuDate of Submission to Board of Directors: April 22, 2024
Revisions
□Applicable √Non-applicable