Stock Code: 601689 Abbr.: Tuopu Group
Ningbo Tuopu Group Co., Ltd.
Annual Report 2022
April 2023
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
Important Notes
I. The Board of Directors, Board of Supervisors, Directors, Supervisors and Senior Management
of Ningbo Tuopu Group Co., Ltd. hereby guarantee that the information presented 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 liability for such information.
II. All directors attended the meeting of the Board of Directors.
III. BDO China Shu Lun Pan Certified Public Accountants LLP (Special General Partnership)
issued a standard and unqualified audit report for the Company.
IV. Wu Jianshu, a person in charge of the Company, Hong Tieyang, an officer in charge of
accounting work and accounting institution (Accounting Officer) hereby declare and warrant that
the financial statements in the annual report are authentic, accurate, and complete.
V. Profit Distribution Plan or Capital Reserve Converted to Additional Shares Plan Approved by
the Board during the Reporting Period
As audited by BDO China Shu Lun Pan Certified Public Accountants LLP (Special General
Partnership), Ningbo Tuopu Group Co., Ltd. (“The Parent Company”) realized a net profit at RMB
the realized net profit, the profit available for distribution in the year is RMB 789,078,954.25; with the
undistributed profit at the beginning of the year at RMB 3,329,948,268.95 added, and the cash dividends
at RMB 306,368,947.02 distributed in 2021 deducted, the cumulative profit available for distribution at
the end of 2022 is RMB 3,812,658,276.18.
According to the resolution passed at the 29th meeting of the fourth Board of Directors of the
Company, the profit distribution plan laid down for 2022 would be: with the number of shares registered
on the equity registration date for the implementation of equity distribution as the base number, RMB
As at 31 December 2022, the total number of shares of the company is 1,102,046,572 shares. Based
on this calculation, the cash dividends proposed for distribution is RMB 510,247,562.84 (tax included),
and the remaining undistributed profits will be rolled over to the next year. The Company will not
convert any public reserve funds into additional share capital or issue any bonus shares this year.
If there is a change in the said total shares in the period from the date of the announcement of profit
distribution plan to the record date for distribution, the Company intends to maintain the
above-mentioned cash dividend of RMB 4.63 (with tax included) per 10 shares, and adjust the total cash
dividend as appropriate.
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
The above profit distribution plan is prospectively submitted to the general meeting of the
Company for consideration.
VI. Risk statement of forward-looking statements
√Applicable □Non-applicable
The forward-looking description of the future development strategy, business plan, performance
forecast and other aspects in relation to the Company as contained herein will not constitute a substantial
commitment to investors. All investors of the Company are advised to be cautious about the investment
risks.
VII. Whether there is any non-operating capital occupation by the controlling shareholder and its
affiliates
No
VIII. Whether there is any external guarantee provided in violation of the prescribed decision
procedures
No
IX. Whether there are more than half of the directors who cannot guarantee the annual report
disclosed by the Company as to its authenticity, accuracy and completeness
No
X. Significant risk statement
The Company has described the significant risks that may adversely affect the future development
of the Company and the realization of its business objectives herein.Refer to “Section 3 Discussion and
Analysis of Operation Conditions”
XI.Others
√Applicable □Non-applicable
(1) On 29 April 2022, the Company received the "Official Reply on Approving the Public Issuance
of Convertible Corporate Bonds by Ningbo Tuopu Group Co., Ltd." (Zheng Jian Ke Ke [2022] No. 830)
issued by the China Securities Regulatory Commission. The company is approved to publicly issue
convertible corporate bonds at a face value of RMB 2.5 billion, with a maturity term of 6 years. Such
official reply shall be valid within 12 months from the date of approval for issuance.
On 14 July 2022, the Company publicly issued 25 million convertible corporate bonds, each with a
face value of RMB 100, and the total issuance amount was RMB 2.50 billion. BDO China Shu Lun Pan
Certified Public Accountants (Special General Partnership) verified the capital in respect of this issuance
and issued the " Capital Verification Report of Ningbo Tuopu Group Co., Ltd. " (Xin Kuai Shi Bao Zi
[2022] No. ZF10923). After verification, as at 20 July 2022, the total amount of funds raised by the
Company for the purpose of this issuance is RMB 2,500,000,000. Net of the tax-excluded issuance
expenses of RMB 11,027,358.47, the actual net amount of funds raised is RMB 2,488,972,641.53.
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
Subject to the consent approved by the Self-regulatory Decision [2022] No.218 Circular issued
from the Shanghai Stock Exchange, RMB 2.5 billion convertible corporate bonds will be available for
trading on the Shanghai Stock Exchange from 12 August 2022. The short name of the bond is "Tuopu
Convertible Bond" and the bond code is " 113061".
(2) On 9 December 2022, the Company held the XVII session of the second meeting of 4th
Board of Directors, considered and approved relevant proposals on the 2022 non-public offering. On 28
December 2022, the Company held the third extraordinary general meeting of 2022, considered and
approved relevant proposals.
On 3 February 2023, its application for non-public offering of shares was accepted by the China
Securities Regulatory Commission.
On 22 February 2023, the Company held the 28th session of the fourth board of directors. Taking
into account the approval status of listed companies issuing stocks to specific targets under the
registration system and the actual situation of the company, subject to the provisions of applicable laws
and regulations, the content of the issuance plan for the issuance of stocks to specific targets was
amended as appropriate, and the relevant proposal on adjusting the 2022 stock issuance plan to specific
objects was approved. On 13 March 2023, the Company held the first extraordinary general meeting of
shareholders in 2023, and considered and approved the said proposal.
On 13 March 2023, the Company received the "Letter of Review and Inquiry on Ningbo Tuopu’s
Issuing Stocks to Specific Objects" issued by the Shanghai Stock Exchange (Shanghai Securities
Shangshen (Refinancing) [2023] No. 96) . The reviewing body of the Shanghai Stock Exchange
reviewed its application file for issuing stocks to specific targets, and documented the review inquiries.
As at the disclosure date of this report, the Company has not yet received the approval document
from the Shanghai Stock Exchange. This event is still in process and the Company is expected to
perform its information disclosure obligations in due course where applicable.
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
Contents
Directory Financial statements affixed with the signatures and seals of the legal representative of the
of Company, the officer in charge of accounting work and accounting institution
Documents Original audit report affixed with the seal of the accounting firm and the signature and seal
Available of CPAs
for All original company documents and announcements disclosed on the website designated
Reference by CSRC during the reporting period
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
Section 1 Definitions
I. Definitions
In this report, unless the context requires otherwise, the following words and terms shall be construed as:
Common terms and definitions
The Company, issuer, Tuopu Refers to Ningbo Tuopu Group Co., Ltd.
MECCA HK Refers to MECCA INTERNATIONAL HOLDING （HK） LIMITED,
the controlling shareholder of the Company
Reporting Period Refers to From January 1, 2021 to December 31, 2021
Board of Directors, Board of Refers to Board of Directors, Board of Supervisors, General Meeting
Supervisors, General of Shareholders of Ningbo Tuopu Group Co., Ltd.
Meeting of Shareholders
million Yuan
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, 268 Yuwangshan Rd, Beilun District,
Ningbo, Zhejiang Ningbo, Zhejiang
Tel. 0574-86800850 0574-86800850
Fax 0574-86800877 0574-86800877
E-mail 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 On June 16, 2020, changed from "No. 215 Huangshan
Company West Road, Beilun District, Ningbo, Zhejiang " to "268
Yuwangshan Rd, Daqi Street, Beilun District, Ningbo,
Zhejiang "
Office Address of the Company 268 Yuwangshan Rd, Daqi Street, Beilun District, Ningbo,
Zhejiang
Postal Code of Office Address 315806
Website www.tuopu.com
E-mail tuopu@tuopu.com
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
IV. Information Disclosure and Location
Media Name and Website where The Company Securities Times
Discloses its Annual Report
Stock Exchange Website where The Company SSE website (www.sse.com.cn)
Discloses its Annual Report
Location for Annual Report of the Company Office of Board Secretary
V. Overview of Stock Information
Overview of Stock Information
Stock Abbreviation
Stock Type Stock Exchange Stock Abbreviation Stock Code Before Change
A-share Shanghai Stock Tuopu Group 601689
Exchange
VI. Other Related Information
Name BDO China Shu Lun Pan Certified Public
Accounting firm
Accountants LLP (Special General Partnership)
appointed by the
Office Address 5/F, 61 East Nanjing Rd, Shanghai
Company
Name of Undersigned Yu Weiying, Tang Wei
(domestic)
Accountants
The sponsor Name China Merchants Securities Co. Ltd
institution hired Office Address 111 Fuhua First Rd, Futian Street, Futian District,
by the company Shenzhen, Guangdong
to perform the Name of undersigned Xiao Yan, Tan Guotai
continuous sponsor’s representatives
supervision in Period of continuous 201From July 26, 2016 to the date of using up the
the reporting supervision raised funds
period
VII. Key Accounting Data and Financial Indicators over the Past Three Years
(1) Key Accounting Data
Unit：Yuan Currency：RMB
Increase/decrea
Key
se compared
Accounting 2022 2021 2020
with previous
Data
year
Operating
income
Net profit
attributable
to
shareholders
of the listed
Company
Net profit
attributable
to
shareholders
of the listed 1,655,550,134.87 970,594,278.55 70.57 574,682,817.67
company
after
deducting
non-recurrin
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
g gains and
losses
Net cash
flow
generated by 2,284,020,088.40 1,186,819,193.35 92.45 1,123,685,580.01
operational
activities
Increase/Decre
ase at the end
of the current
End of 2022 End of 2021 year compared End of 2020
with the end of
the previous
year (%)
Net assets
attributable
to
shareholders
of the listed
company
Total assets 27,510,130,823.47 18,682,692,767.26 47.25 12,115,228,519.89
(2) Key Financial Indicators
Increase/Decrease at
the end of the current
Key Financial Indicators 2022 2021 year compared with 2020
the end of the
previous year (%)
Basic Earnings per Share
(RMB/Share)
Diluted Earnings per Share
(RMB/Share)
Basic Earnings per Share after
deducting non-recurring gains and 1.50 0.88 70.45 0.54
losses (RMB/Share)
Weighted Average ROE 15.02 10.35 Increased by 4.67% 8.29
Weighted Average ROE after
deducting non-recurring gains and 14.65 9.87 Increased by 4.78% 7.58
losses (%)
Notes to the key accounting data and financial indicators over the previous three years at the end of the
reporting period
□Applicable √Non-applicable
Ⅷ. Differences in Accounting Data under Chinese and International Accounting Standards
(1) Differences in net profit and net assets attributable to shareholders of listed company in the
financial reports disclosed under international accounting standards and Chinese accounting
standards
□Applicable √Non-applicable
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
(2) Differences in net profit and net assets attributable to shareholders of listed company in the
financial report disclosed under international accounting standards and Chinese accounting
standards
□Applicable √Non-applicable
(3) Notes to differences between international and Chinese accounting standards:
□Applicable √Non-applicable
Ⅸ. Key financial data of 2022 by quarter
Unit：Yuan Currency：RMB
Q1 Q2 Q3 Q4
(From January to (From April to (From July to (From October to
March) June) September) December)
Operating income 3,745,011,017.28 3,048,978,751.52 4,309,470,908.69 4,889,361,000.01
Net profit
attributable to
shareholders of
the listed company
Net profit
attributable to
shareholders of
the listed company 376,726,443.39 308,145,991.91 489,075,749.44 481,601,950.13
after deducting
non-recurring
gains and losses
Net cash flow
generated by
operating
activities
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 Amount in Note (if Amount in Amount in
Items 2022 applicable) 2021 2020
Gains and losses from disposal of
-8,160,326.70 -1,620,899.20 8,703,377.39
non-current assets
Approval beyond authority, or
without formal approval document, or
incidental tax rebates, deducts and
exempts
Government subsidies included in the
current profit and loss, but closely
associated with the regular business
operations of the Company, except
for government subsidies that are 62,111,199.70 X, VII, 84 35,898,407.13 34,350,267.41
consistent with national policies and
continuously granted at a fixed quota
or amount under certain national
standard
Payment for the use of funds charged
from non-financial enterprises that is
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
included in current profit and loss
Income generated from the
investment cost of the Company in
acquiring subsidiaries, associates and
joint ventures that is less than the fair
value of the identifiable net assets
held by the invested entity at the
acquisition of investment
Gains and losses from exchange of
non-monetary assets
Gains and losses from the
engagement of others in investment 17,563,635.87
or management
Provisions for impairment of various
assets due to force majeure factors
including natural disasters
Gains and losses from restructuring
of debts
Expenses incurred in enterprise
restructuring, including those
incurred in staff placement and
integration
Gains and losses from the part of
transactions whose prices are clearly
unfair in excess of the fair value
Net profits and losses for the current
period from the beginning of the
period to the date of the merger
arising from a business combination
under the same control
Profits and losses generated from
contingent events that are unrelated to
the regular business operations of the
Company
Profits and losses resulting from the
changes in fair value for holding
trading financial assets, derivative
financial assets and trading financial
liabilities, derivative financial
liabilities and investment income
from disposal of trading financial
assets, derivative financial assets,
trading financial liabilities, derivative
financial liabilities and other
obligatory right investments, except
for valid hedging businesses
associated with the regular business
operations of the Company
Reversal of the receivables and
contract assets depreciation reserves
for separate impairment test
Gains and losses from external
entrusted loans
Profits and losses generated from a
change in the fair value of investment
real estates that are subsequently
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
measured by the fair value model
Impact of one-off adjustment to the
current profit and loss under the
requirements of taxation, accounting
and other laws and regulations on the
current profit and loss
Custody fee income from entrusted
operations
Non-operating income and expenses
-9,377,752.06 3,575,775.34 2,813,550.60
other than the above
Other gains and losses items that fit
the definition of non-recurring gains
and losses
Less：Impact of income tax 10,896,170.83 8,942,931.42 10,201,281.57
Amount of influence of minority
-579,840.70 67,081.00 312,026.70
shareholders' equity (after tax)
Total 44,581,660.46 46,659,413.22 53,518,070.64
For the non-recurring profit and loss items defined by the company in accordance with the "Interpretive
Announcement 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 the
Public - Non-recurring Gains and Losses" are defined as recurring profit and loss items with the reasons
stated.
□Applicable√Non-applicable
XI. Items Measured by Fair Value
√Applicable □Non-applicable
Unit：Yuan Currency：RMB
Changes in Impact on Current
Item Opening Balance Ending Balance
Current Period Profit
Equity instrument 1,507,846.86 954,888.48 -552,958.38 -552,958.38
investments
Short-term 320,000,000.00 - -320,000,000.00
financial products
Receivables 972,493,168.64 1,157,514,623.70 185,021,455.06
Financing
Total 1,294,001,015.50 1,158,469,512.18 -135,531,503.32 -552,958.38
XII. Other
□Applicable√Non-applicable
Section 3 Discussion and Analysis of Operation Conditions
Ⅰ. Discussion and Analysis of Operating Conditions
In this year, the automobile industry was vulnerable to unfavorable factors such as economic
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 and innovation-intensive
business pattern, the sales income and profit of the Company maintained rapid growth, and its business
management activities were also boosted. More details are described below:
(1) Marketing and sales.
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
The Tier0.5 cooperation mode rolled out by the Company and its strategic customers has made an
exemplary success. Under this mode, the number and amount of components per vehicle are higher, and
the Company is able to provide better QSTP products and services to customers, create value for
customers.Adhering to the cooperation concept of “quick response and all-out cooperation”, the
Company has been highly rated by strategic customers, and there is an ample potential of business
growth.Tuopu Poland has been put into operation, and the construction of Tuopu Mexico’s Phase I
partnerships.
The Tier0.5 cooperation has been continuously promoted. In the domestic market, the company's
cooperation with Huawei, Jinkang, BYD, Geely NEV, Lixiang, NIO, Xiaopeng and other NEV
companies has advanced at a fast rate, and the amount of components per vehicle is increasing. In the
international market, the Company has engaged in full-on cooperation with some US innovative car
makers such as s RIVIAN and LUCID, technology-intensive companies, and traditional car makers such
as FORD, GM, and FCA.
The advancement of the product platform strategy and the improvement of the market acceptance
of 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 management
project, and cabin comfort project have been designated as stable supplies to FAW, Geely, Huawei,
Jinkang, Lixiang, BYD, Xiaomi, Hycan, and HiPhi, which in turn paves the way for long-term
development.
(2) R&D and innovation.
During the reporting period, the Company pooled R&D investments, allocated extra resources, held
the leading edge in R&D, and expanded product lines. Owing to continuous efforts in R&D and
innovation, the Company currently owns eight product series: automobile NVH Vibration Control
system, interior and exterior trim system, lightweight body, cabin comfort components, thermal
management system, chassis system, air suspension system, intelligent driving system, the amount of
components per vehicle is approximnately RMB 30,000, which paves the way for attaining the goal of
building a one-hundred-billion-level enterprise.
In addition to the automotive sector, the company is deploying resources to the robot industry. It is
estimated that the global workforce is about 3.45 billion. Provided that the humanoid robots is RMB
robots c is up to the level of RMB 100 trillion. Motion actuator is considered as one of the critical
components of robot. A humanoid robot is required to various actions of humans, so many motion
actuators are needed. The motion actuators fabricated by the Company consist of motors, electric control
and reducing mechanisms. The samples are also accepted by customers, suggesting an ample potential of
subsequent development.
Owing to the corporate culture upholding R&D and innovation, the world's leading R&D and
testing apparatuses purchased at high prices, elite R&D team, well-established R&D system, and the
management practice that stresses safe play instead of rushing for success, the product R&D capabilities
further enhance. From product R&D to system R&D and fundamental research, from mechanical
capabilities to electrical control capabilities and software capabilities, the Company has honed
impressive R&D capabilities, obtained many patents and intellectual property rights, and demonsrated
the power to broaden product lines, which in turn paves the way for “technology-intensive group”.
(3) Capacity landscaping.
In consideration of new orders placed, and the projects over the penetration rate of NEV, the
Company paces up its capacity landscaping. Efforts are made to accelerate the construction of Hangzhou
Bay Phase 4, 5, 6 and 7 and of Chongqing Factory, with covered areas of about 1,400 mu. In addition,
the planning and implementation of Tuopu Mexico, Chouxian County (Anhui) Base is also accelerated.
In the short run, the investment and construction of these factories are expected to impose a certain
cost pressure. In the times of NEV rapid development, even though car makers have some capacity
available, the supply chain of parts has not yet kept up with the pace. In this concern, the capacity boost
has been weighed and decided as appropriate with impressive forward-looking character.
(4) Cost control.
During the reporting period, raw materials fluctuated drastically and labor costs increased
significantly. The Company scaled up purchasing, ran technological innovation, and performed strict
budget control in order to have cost under control.
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
With new factories built every year, the overhead and manufacturing expenses are higher in the
process of production ramp-up and trial production, the average cost of a facory is around tens of
millions of yuan. As a new factory reaches the initial production capacity and comes at the break-even
point, 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 of R&D expenses. The demand for capacity boost
resulted in a sharp increase of capital expenditures and higher ratios of depreciation and amortization. In
future, the volume production and sales growth are expected to spread R&D cost, capital expenditures
and miscellaneous cost, and there is more room for gross margin.
(5) Manufacturing upgrade.
The Company proceeds digital factory, implements MES management system, enables effective
management 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 build
an 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 highest
level of product quality and cost, and reduce the durati of volume production to the extent possible.
(6) Photovoltaic power generation
The company fulfills its corporate responsibilities in ESG, boosts green and low-carbon production,
fulfills corporate social responsibilities of energy saving, low-carbon environmental protection, and
contributes to "carbon peaking and carbon neutrality". In 2022, the installed photovoltaic capacity is
will be reduced by 34,453 tons a year. In future, efforts will be intensified to broaden the scope of
distributed photovoltaic power plants, and a package of initiatives will be taken to scale down carbon
emissions and attain the goal of zero-carbon factory step by step.
(7) Refinancing
The company wrapped up the issuance of convertible bonds this year, raised RMB 2.5 billion and
initiated refinancing of RMB 4 billion. In turn, it further enhances the financial strength, seizes the
opportunity for developing NEV, and accelerate the development of various projects. With the drastic
growth of sales and profits, its own cash flow will cover, even outrun capital expenditures, and
subsequent external financing will reduce.
II. Industry landscaping during the reporting period
It has been reported that about 64.88 million units of passenger cars were sold globally in 2022,
down by 0.2% over the previous year; in which, about 23.55 million units were sold in China, up by 9.7%
over the previous year. New energy passenger vehicles maintain a rapid growth trend, about 10.3 million
units were sold globally, up by 63.5% over the previous year, which accounts for 15.9% of the global
sales; in which, about 6.54 million units were sold in China, up by 96.7% over the previous year, which
accounts for 27.8% of the domestic sales. The penetration rate of NEVs remains in the times of rapid
growth.
III. Business operations engaged by the Company during the reporting period
The Company specializes in the research and development, production and sales of
auto parts. The main products include Automobile Vibration Control System, Interior &
Exterior System, Body Lightweight Products, Cabin Comfort System, Thermal
Management System, Chassis System, Air Suspension, Intelligent Braking System. The
major customers it serves include international and domestic smart electric car makers and
traditional OEM car makers at home and abroad. In line with the business philosophy of
creating value for customers, the Company adheres to R&D and innovation, boosts global
landscaping, enhances overall competitiveness, and strives to be a more trusted partner for
car makers.
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
IV. Analysis of core competitiveness during the reporting period
√Applicable □Non-applicable
The NEVs track in which the Company is currently engaged heralds the market capacity at
trillion-level, its enormous potential of market development, long business life cycle,
technology-intensive, capital-intensive, and the call for reshaping the existing competitive landscape,
pinpoint a historical opportunity for the Company to achieve spinning development.In the course of 40
years after founding, the Company has been consistently enhancing overall competitiveness, raised the
competition threshold and shaped a moat.
Keeping up with the trend of industry development, the Company makes a prospective distribution
of NEVs track, expands its product lines, and forms a platform-based corporation. Now it owns 8
product lines: Automobile Vibration Control System, Interior & Exterior System, Body Lightweight
Products, Cabin Comfort System, Thermal Management System, Chassis System, Air Suspension
System, Intelligent Braking System. The unit price of components per vehicle is about 30,000 and there
is some room to expand the product line.
The Company has a wide range of product lines which can provide customers with one-stop,
system-grade and modularized products and services, and some products are scarce and hardly
benchmarked in the global market of automobile parts. In the era of industrial transformation and
business model innovation, labor collaboration with customers can in turn enhance customer satisfaction
and pave the way for getting bigger and stronger.
The Company has a wide array of product lines such as suspension system, brake-by-wire and
steering-by-wire, impressive chassis tuning capabilities, and requisite factors to integrate drive-by-wire
chassis and skateboard chassis. Drive-by-wire chassis is an essential condition to realize high-level auto
piloting. In contrast, skateboard chassis can create a new car-making model featuring faster speed of
making and lower cost. With a proven ability to render further services to customers, the Company is
highly responsive to the technology development trend of vehicle E/E control architecture and
sub-domain control and the creative car-making model that may appear.
The product lines are briefly described here: 1. Vibration Control System, comprising powertrain
mount support, drive motor damper, cylinder support, torsional damper, sub-frame support, and
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
hydraulic bushing;2.Interior & Exterior System, comprising automobile door panel,roof, main carpet,
coat rack, heat and sound insulation components, luggage insulation components, and exterior trim
products such as sealing strips and decorative strips; 3. Body Lightweight Products, comprising
one-piece front and rear floor panels, body structural part, door structural part, and battery pack
structural part; 4. Cabin Comfort System, comprising rotary screen controller, electric tailgate, electric
sliding door, and seat comfort system; 5. Thermal Management System, comprising integrated heat
pump assembly, multi-port valve, electronic water pump, and electronic expansion valve; 6. Chassis
System, comprising front and rear sub-frames, aluminum sub-frame, control arms, rods, and steering
knuckles; 7. Air Suspension System, comprising integrated air supply unit, air suspension, and height
sensor; 8. Intelligent Braking System, comprising steer-by-wire, brake-by-wire, and power-adjustable
steering columns. 9. Manipulator motion actuators, including rotary and linear actuators.
The Company undertakes the mission statement of creating values for its customers and has been
generally accepted by customers in cooperation. The TUOPU brand reputation has been enhanced, along
with higher loyalty level of customers. In the era of intelligent electrification, capitalizing on the core
competitiveness generated from QSTP, the Company has established and maintained stable cooperation
with domestic and overseas carmakers.
The Company brings Tier0.5 grade cooperation into practice and establishes strategic partnerships
with customers. This creative supply chain cooperation is expected to improve efficiency and reduce
cost for car makers, fit the present needs of developing automotive industry, and to keep the competition
threshold higher. The rendering of “responsive and answerable” services to every strategic customer has
been positively rated and recognized by customers, which in turn paves the way for supplying
components to millions of units.
The only way leading to a world-class automobile parts enterprise is to improve capabilities of
R&D and innovation. Sticking to R&D and innovation, the Company was the first participant within the
industry to lay down the forward R&D development strategy as early as twenty years ago. After the
technological accumulation for years,now it has the system-level synchronous positive R&D capabilities
of each product line, and demonstrates the R&D integration capabilities of machinery, electronic control
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 and
development. With uninterrupted investments in system construction, recruitment of talents and testing
capacity, the Company maintains the average percentage of annual R&D investments in operating
income at a level about 5%, signaling the continuous improvement of R&D competitiveness.
With R&D centers set up in North America, Europe, Shanghai, Shenzhen, and Ningbo, the
Company is able to provide better services to global customers and recruit quality talents at home and
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
abroad.A research team of more than 3,000 members, comprising nearly 200 masters and doctors, has
been formed.
The Company has set up a test center of global excellence which has the testing and validation
capabilities with respect to materials, products, systems and vehicles. With certified CNAS
ISO/IEC17025 system, the Company has been appointed by many automakers to conduct in-vehicle
tests.
Leveraging the top-down R&D capabilities, the Company can expand its product line and enhance
the value of components per vehicle, and also renders T0.5-level service to customers.
The Company has set up manufacturing bases in Ningbo, Chongqing, Wuhan and other places
encircling major automobile industry clusters in China. To render better services to global customers, the
Company 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 Industrial
Park and the factory in the United States are planning production activities in order. Under this plant
layout, the Company is able to render faster and more efficient services to its customers and guarantee
the business development on global platforms.
The penetration rate of NEVs features by a rapid increase, just as the industry participants
experience, but the industrial chain capacity of NEVs is obviously insufficient, global auto part makers
are under a heavy burden of transformation, their investment willingness is weak, and the investment
level and rate of home auto part makers are not enough. According to the company-specific capacity
requirement and future forecasts, the Company is expected to build up capacity in order to maintain its
leading edge in production capacity, technology, and equipment.
In addition, the automobile industry requires a large-sum investment in the plant layout, the
construction period is long and the complex equipment and process are involved, so it can hardly be
replaced like the cellphone industry chain.
Relying on the intelligent manufacturing strategy and pinpointing the goal of building a lighthouse
factory, the Company enhances the digitalization of the factory, and fabricates a smart factory.
Leveraging DFM virtual simulation technology, the Company simulates factory layout, production
line design, production process, parameter control, visual inspection, takt time, distribution and
warehousing, energy saving and consumption reduction in the stage of product supplying and R&D,
which in turn sharply reduces the duration of volume production, improves quality and reduces cost.
The Company has set up an equipment automation division to enhance the production automation,
strengthens quality assurance capabilities, increase the output per capita, and prepares for benchmarking
the international level.
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
The availability of production automation, coupled with AI visual inspection, AGV automatic
logistics, intelligent warehousing and RFID barcode and traceability system, is driven by AI, big data
analysis, and 5G to improve intelligent manufacturing capabilities, ensure quality and reduce costs.
Under the IATF16949 quality system, the Company has established a specific management system
with 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 of
operation, and lead to relative competition; divisions are subject to the horizontal flat management with
sales activities standing in the core, for market-oriented construction of the organization, pool resources
and make quick response; under the pyramid organization, business units enforce standard processes to
improve efficiency and reduce cost.
For management system, the Company has established a full set of standard processes, management
systems and assessment indicators as directed by process, information, standardization, and lean
production, and is leveraging some information tools such as SAP, PLM, OA, and MES to implement
exact 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 for
staff members, in which the Company tapes into internal development and promotion mode that is fair
and just, in order to keep the channel of promotion smooth, fit to the growth strategy, and form a
positive cycle for business growth and career path.
The Company puts the screening and training of talents in priority. The post-doctoral workstation
within 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 a
competitive management team. The Company has established an integrated, specific and open financial
indicator system to transform officers from managers to operators and entrepreneurs.
The Company encourages for the formation of a learning organization that is fully authorized, and
forges a young and experienced international team specialized in sales, R&D activities and production
who can pave the way for leapfrog development of the Company.
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, the
Company 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 to
the operation concept of legal compliance, the Company undertakes social responsibility and is
committed to infusing positive energy into social development.
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
The Company gives its employees an access to comfortable workplace, equal interpersonal
relationships, appealing salary and benefits, and an extraordinary career development platform, in order
to 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 common
development of the supply chain.
The Company values and protects the interests of investors, strictly abides by the rules governing
information disclosure and other provisions, and distributes dividends to investors even though the
capital expenditures have been increased. All staff members are united to improve operating
performance, in order to maximize the benefits to investors.
The Company is run and operated by founder, which in turn maintains the prudence of major
decisions, values long-term benefits and development, makes quick decisions and assures good
execution. The founder holds a higher percentage of shares, keeps a clear equity structure, and exercises
longstanding control on the Company from the top-level design, in order to keep the Company running
steadily for a long time and have an ample potential for capital expansion. The members of the Board of
Directors led by the chairman demonstrate impressive experience, have clear division of work, keep a
low profile, keep ambitious and energetic, and use their best endeavors to drive the Company to the
forefront of the industry in the right way.
The Company keeps the debt-to-equity ratio at low level and has an abundant cash flow. The
well-established financial system and the strict risk control system can in turn guarantee the
implementation of strategic plan and investment plan, or allow it to seek mergers and expansion
whenever appropriate, or reduce the risk exposure to business operation, and maintain its long-term
investment value.
V. Condition of main operations during the reporting period
During the reporting period, the Company earned an operating income of RMB 15.993 billion, an
increase of 39.52% over the previous period; total profit was RMB 1.960 billion, an increase of 70.98%
over the previous period; the net profit attributable to shareholders of the listed company was RMB
Based on accounting standards, the convertible bonds held by the Company are initially and
subsequently measured at the amortized cost of the bonds payable. In 2022, financial expenses of RMB
During the reporting period, the net cash flow generated by the operating activities was RMB 2.284
billion; the cash spent on long-term assets, such as the purchase and construction of fixed assets, reached
RMB 5.426 billion, which in turn adequately prepared the Company to meet the rapid growth of NEV
market and increase competition barriers.
As of the end of the reporting period, the total assets of the Company were RMB 27.510 billion, up
by 47.25% over the end of the previous year; total liabilities were RMB 15.350 billion, up by 90.40%
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
over the end of the previous year; the asset-liability ratio was 55.80%; the owner's equity attributable to
the parent company was RMB 12.129 billion, up by 14.55% over the end of the previous year.
(1) Analysis of main business operations
Unit：Yuan Currency：RMB
Subject Amount in the current Amount in previous Change as
period period percentage (%)
Operating income 15,992,821,677.50 11,462,693,679.86 39.52
Operating cost 12,535,999,713.52 9,184,077,297.76 36.50
Cost of sales 220,240,238.99 157,043,325.10 40.24
Overhead expenses 423,280,764.94 295,450,552.98 43.27
Financial expenses -12,003,288.51 35,618,447.47 -133.70
R&D cost 750,718,588.09 502,493,456.38 49.40
Net cash flow from operating
activities
Net cash flows from investing
-5,105,820,338.36 -3,736,424,732.92 NA
activities
Net cash flow from financing
activities
Note to the reason for changes in operating income: attributed to large volume of orders placed by
domestic and foreign valued customers solicited by the Company in the current period
Note to the reason for changes in operating cost:attributed to an increase of operating income in the
current period over the previous period
Note to the reason for changes in cost of sales:attributed to an increase in sales service fees and business
entertainment expenses in the current period
Note to the reason for changes in overhead expenses:attributed to an increase of the number of
management staff and of salary paid to them in the current period
Note to the reason for changes in financial expenses:attributed to an increase in exchange gains in the
current period
Note to the reason for changes in R&D expenses:attributed to a continuous intensification of R&D and
innovation efforts and of R&D investments in the current period
Note to the reason for changes in net cash flow from operating activities:attributed to an increase of
payment received in the current period
Note to the reason for changes in net cash flows from investment activities:attributed to a substantial
increase of cash paid for the purchase and construction of fixed assets, intangible assets and other
long-term assets in the current period.
Note to the reason for the change in net cash flow from financing activities:attributed to the receipt of
funds raised from the issuance of convertible bonds and an increase in long-term loans in the current
period
Particulars of major changes in the business type, profit composition or source of profit of the
Company during the current period
□Applicable√Non-applicable
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
√Applicable □Non-applicable
The revenue and cost of the Company in 2022 can be summarized as:
(1). Condition of main business operations by industry, product, region and selling pattern
Unit:Yuan Currency:RMB
Main business operations by industry
Increase/Decrease Increase/Decrease of
Increase/Decrease
of operating income gross profit rate over
Operating income Gross profit rate of operating cost
By industry Operating cost over the previous the previous year
(%) over the previous
year (%) (%)
year (%)
Automobile parts 15,339,542,129.67 12,121,627,184.28 20.98 39.24 36.79 Increased by 1.41%
Main business operations by product
Increase/Decrease Increase/Decrease Increase/Decrease of
Gross profit rate of operating income of operating cost gross profit rate over
By product Operating income Operating cost
(%) over the previous over the previous the previous year
year (%) year (%) (%)
Vibration control 3,871,551,946.03 2,939,571,440.56 24.07 15.67 15.29 Increased by 0.25%
parts
Trimming system 5,462,515,432.04 4,422,998,745.32 19.03 52.66 49.37 Increased by 1.78%
Chassis System 4,445,023,173.49 3,501,344,753.76 21.23 69.39 62.08 Increased by 3.55%
Mechatronic system 191,687,653.09 143,401,533.28 25.19 4.91 6.48 Decreased by 1.11%
Thermal 1,368,763,925.02 1,114,310,711.36 18.59 6.55 5.56 Increased by 0.76%
management system
Main business operations by region
Increase/Decrease Increase/Decrease Increase/Decrease of
Gross profit rate of operating income of operating cost gross profit rate over
By region Operating income Operating cost
(%) over the previous over the previous the previous year
year (%) year (%) (%)
Domestic 10,886,465,599.96 8,797,850,862.50 19.19 31.78 30.14 Increased by 1.03%
Overseas 4,453,076,529.71 3,323,776,321.78 25.36 61.57 58.21 Increased by 1.59%
Condition of main business operations by selling pattern
Selling pattern Operating income Operating cost Gross profit rate Increase/Decrease Increase/Decrease Increase/Decrease
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
(%) of operating income of operating cost of gross profit rate
over the previous over the previous over the previous
year (%) year (%) year (%)
Direct selling 15,339,542,129.67 12,121,627,184.28 20.98 39.24 36.79 Increased by 1.41%
(2). Analysis of production output and quantity sold
√Applicable □Non-applicable
Increase/Decrease Increase/Decrease Increase/Decrease
Quantity of of production of quantity sold of inventories
Main product Unit Production output Quantity sold
inventories output over the over the previous over the previous
previous year (%) year(%) year(%)
Vibration control 868.76 850.89 203.37 17.05 16.94 9.63
parts
Trimming system 10,000 sets 680.90 679.42 13.08 56.47 53.61 12.76
Chassis System 10,000 sets 425.66 409.68 38.84 48.69 45.97 69.92
Mechatronic 74.23 73.16 4.63 6.59 6.11 30.02
system
Thermal 56.34 54.75 3.64 5.43 6.54 77.56
management
(3) Performance condition of major purchase and sales contracts
□Applicable √Non-applicable
(4). Cost analysis
Unit：Yuan
Summary by industry
Change in the
As a amount in the
As a percentage of
Construction of Amount in the Amount in percentage of current period as
By industry total cost in the Remark
cost current period previous year total cost in a percentage of
current period (%)
previous year previous period
(%)
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
Automobile parts Direct cost of 9,436,338,153.53 77.85 6,982,110,445.90 78.79 35.15
material
Automobile parts Direct cost of labor 808,107,949.22 6.67 561,960,999.21 6.34 43.80
service
Automobile parts Manufacturing 1,877,181,081.53 15.48 1,317,285,097.35 14.87 42.50
expenses
Summary by product
Change in the
amount in the
As a percentage of As a percentage
Construction of Amount in the Amount in current period as
By product total cost in the of total cost in Remark
cost current period previous year a percentage of
current period (%) previous year
previous period
(%)
Vibration control Direct cost of 2,183,168,142.36 18.01 1,906,698,759.74 21.52 14.50
parts material
Vibration control Direct cost of labor 253,940,790.12 2.09 216,728,262.34 2.45 17.17
parts service
Vibration control Manufacturing 502,462,508.08 4.15 426,317,240.75 4.81 17.86
parts expenses
Trimming system Direct cost of 3,407,561,972.75 28.11 2,297,828,215.94 25.93 48.29
material
Trimming system Direct cost of labor 253,322,301.28 2.09 164,045,983.46 1.85 54.42
service
Trimming system Manufacturing 762,114,471.29 6.29 499,244,635.58 5.63 52.65
expenses
Chassis System Direct cost of 2,721,667,458.92 22.45 1,704,399,874.93 19.23 59.68
material
Chassis System Direct cost of labor 269,610,868.71 2.22 154,022,447.51 1.74 75.05
service
Chassis System Manufacturing 510,066,426.13 4.22 301,780,307.38 3.41 69.02
expenses
Mechatronic system Direct cost of 129,005,134.03 1.06 122,281,025.11 1.38 5.50
material
Mechatronic system Direct cost of labor 5,924,335.05 0.05 4,996,284.18 0.06 18.57
service
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
Mechatronic system Manufacturing 8,472,064.20 0.07 7,393,423.21 0.08 14.59
expenses
Thermal Direct cost of 994,935,445.47 8.21 950,902,570.17 10.73 4.63
management system material
Thermal Direct cost of labor 25,309,654.06 0.21 22,168,021.73 0.25 14.17
management system service
Thermal Manufacturing 94,065,611.83 0.77 82,549,490.44 0.93 13.95
management system expenses
Ningbo Tuopu Group Co., Ltd. Annual Report 2021
(5).Changes in the scope of consolidation due to changes in the equity of major subsidiaries during
the reporting period
□Applicable√Non-applicable
(6).Significant changes or adjustments to business operations, products or services during the
reporting period
□Applicable√Non-applicable
(7). Main customers and main suppliers
A. Condition of main customers
√Applicable □Non-applicable
√适用 □不适用
The sales amount from the top five customers is RMB 10,147.6874 million, in 63.45% of the annual
sales amount; in which, the sales amount from the related parties of the top five customers is 0, in 0% of
the annual sales amount.
During the reporting period, the sales to a single customer accounts for 50% of total sales amount, there
are circumstances in which the Company solicits new customers or heavily relies on a few customers out
of the Top 5 customers.
□Applicable √Non-applicable
B. Condition of main suppliers
√Applicable □Non-applicable
√适用 □不适用
The purchase amount from the top five suppliers is RMB 2,159.8695 million, in 22.04% of the annual
purchase amount; in which, the purchase amount from the related parties of the top five suppliers is 0, in
During the reporting period, the purchase from a single supplier accounts for 50% of total purchase
amount, there are are circumstances in which the Company solicits new suppliers or heavily relies on a
few supplies out of the Top 5 suppliers.
□Applicable √Non-applicable
√Applicable □Non-applicable
Unit:Yuan
Subject 2022 2021 Change as Reason for
Percentage (%) Change
Attributed to an
increase in sales
service fees and
Cost of sales 220,240,238.99 157,043,325.10 40.24 business
entertainment
expenses in the
current period
Attributed to an
increase of the
number of
Overhead
expenses
and of salary paid
to them in the
current period
Financial -12,003,288.51 35,618,447.47 -133.7 attributed to an
Ningbo Tuopu Group Co., Ltd. Annual Report 2021
expenses increase in
exchange gains in
the current period
Attributed to the
further extent of
R&D innovation
R&D cost 750,718,588.09 502,493,456.38 49.4
and the increase
in R&D cost in
the current period
(1). Particulars of R&D investment
√Applicable □Non-applicable
Unit：Yuan
Expendable R&D investment in the 750,718,588.09
current period
Capitalized R&D investment in the 0
current period
Total R&D investment 750,718,588.09
Total R&D investment as a percentage of 4.69
operating income (%)
Number of R&D members in the 0
Company
(2) List of R&D specialists
√Applicable □Non-applicable
Number of R&D specialists 3,180
R&D specialists as a percentage of total staff members (%) 18.06
Educational level of R&D specialists
Number of specialists by academic
Kind of educational level
degrees
Holders of doctoral degree 9
Holders of master degree 138
Holders of bachelor degree 1,480
Holders of college degree 1,553
Holders of high school degree or below
Age group of R&D specialists
Kind of age group Number of specialists by age group
Below 30 (excluding 30) 1,141
(3) Particulars
□Applicable √Non-applicable
(4) Reasons for major changes in the structure of R&D specialists and the impact on the future
development of the Company
□Applicable √Non-applicable
Ningbo Tuopu Group Co., Ltd. Annual Report 2021
√Applicable □Non-applicable
Item 2022 2021 Change as Reason for
percentage (%) change
Attributed to an
Net cash flow increase of the
from operating 2,284,020,088.40 1,186,819,193.35 92.45 payment
activities received in the
current period
Attributed to a
substantial
increase of the
cash paid for
the purchase
Net cash flow and
from investing -5,105,820,338.36 -3,736,424,732.92 NA construction of
activities fixed assets,
intangible
assets and other
long-term
assets in the
current period
Attributed to
the receipt of
Net cash flow funds raised by
from financing 4,296,748,972.35 2,823,560,530.55 NA non-public
activities offering of
shares in the
current period
(2) Explanation of major changes in profits caused by operations other than main operations
□Applicable √Non-applicable
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
(4) Analysis of assets and liabilities
√Applicable □Non-applicable
√适用 □不适用
Unit：Yuan
（%）
Change in
（%） the amount
Amount at
Amount at at the end of
the end of
the current the end of the current
Amount at the end previous period as a
Item period as a Amount at the end Remark
of the current period period as a percentage
percentage of previous period
of total percentage of the
assets (%) of total amount at
assets the end of
previous
period (%)
Cash and bank 2,795,531,830.43 10.16 1,271,450,147.37 6.81 119.87 Attributed to the receipt of raised funds from the
balances issuance of convertible bonds in the current period
Trading financial 954,888.48 0.00 321,507,846.86 1.72 -99.70 Attributed to the decrease in the amount of financial
assets products purchased in the current period
Notes receivable income in the current period resulting in an increase
in the amount of accounts receivable
Received 117,134,585.39 0.43 84,489,104.36 0.45 38.64 Attributed to the increase in advance payments for
Prepayments materials in the current period
Other receivable
deposit paid in the current period
Inventories income in the current period resulting in an increase
in the amount of inventory
Other Current 208,497,764.18 0.76 266,187,079.91 1.42 -21.67 Attributed to the decrease in value-added tax retained
Assets in the current period
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
Fixed Assets equipment in the current period and the conversion of
newly built workshops to fixed assets
Projects under 3,553,833,187.91 12.92 1,990,647,471.76 10.66 78.53 Attributed to an increase of the plants and equipment
Construction under construction in the current period
Right-of-use
under the "New Lease Standards" adopted in the
Assets
current period
Intangible Assets 1,227,723,584.59 4.46 855,105,073.23 4.58 43.58 Attributed to the provision for impairment of
goodwill in the current period
Long-term 157,573,682.61 0.57 95,018,634.21 0.51 65.83
Attributed to an increase of decoration costs and
unamortized
logistics equipment in the current period
expenses
Deferred Income 191,559,722.76 0.70 135,100,879.84 0.72 41.79 Attributed to an increase of deductible temporary
Tax Assets differences in the current period
Other Non-current 754,078,748.57 2.74 558,231,000.78 2.99 35.08 Attributed to the increase in advance payment for
Assets projects and equipment in the current period
Accounts Payable income in the current period resulting in an increase
in the amount of purchased materials
Payroll payable payable due to the increase in personnel in the current
period
Other Payables 22,729,867.88 0.08 15,363,015.51 0.08 47.95 Attributed to the increase in deposits and security
deposits received in the current period
Other Current 166,036,174.17 0.60 193,908,274.06 1.04 -14.37 Attributed to the decrease in financing lease loans in
Liabilities the current period
Long-term loan 2,825,000,000.00 10.27 310,000,000.00 1.66 811.29 Attributed to the increase in long-term bank loans in
the current period
Bonds Payable 2,357,411,642.30 8.57 0.00 100.00 Attributed to an increase in financing lease
borrowings in the current period
Lease Liabilities 67,084,816.51 0.24 40,685,114.26 0.22 64.89 Attributed to an increase in long-term bank
borrowings in the current period
Deferred Income 367,153,765.44 1.33 269,329,507.52 1.44 36.32 Attributed to the recognition of lease liabilities under
the "New Lease Standards" adopted in the current
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
period
Deferred Income 112,925,117.20 0.41 75,749,671.63 0.41 49.08 Attributed to an increase in deferred income tax
Tax Liabilities liabilities resulting from the one-off depreciation of
equipment and appliances below RMB 5 million in
the current period
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
√Applicable □Non-applicable
√适用 □不适用
(1) Scale of assets
Including: overseas assets RMB 1,290,910,551.55 (Unit: Yuan Currency: RMB), in4.69 % of total
assets.
(2) Explanation for the reason why overseas assets account for a higher percentage
□Applicable √Non-applicable
√Applicable □Non-applicable
Unit：Yuan
Item Book value at the end of the Reason for restricted use
period
Monetary Funds 385,319,277.15 Security deposit
Notes receivable 346,311,612.00 Pledge
Fixed Assets 1,512,868,733.96 Mortgage
Intangible Assets 250,416,605.54 Mortgage
Receivable financing 1,044,064,293.97 Pledge
Total 3,538,980,522.62 /
□Applicable √Non-applicable
(4) Analysis of industry operational information
□Applicable √Non-applicable
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
Analysis of Operational Information in Automobile Manufacturing Industry
□Applicable √Non-applicable
□Applicable √Non-applicable
□Applicable √Non-applicable
□Applicable √Non-applicable
□Applicable √Non-applicable
□Applicable √Non-applicable
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
(5) Investment condition
Overall analysis of external equity investments
□Applicable √Non-applicable
□Applicable √Non-applicable
□Applicable √Non-applicable
ⅰCondition of purchased land
On 17 January 2022, Tuopu Chassis System (Chongqing) Co., Ltd.,a wholly-owned subsidiary, won the bid for the right to use a state-owned construction land of
about 180 mu in Shapingba District, Chongqing City for a consideration of RMB 90.21 million.
On 23 February 2022, Tuopu Skateboard Chassis (Ningbo) Co., Ltd., a wholly-owned subsidiary, won the bid for the right to use two parcels of state-owned
construction land in Ningbo Hangzhou Bay New Area for a consideration of RMB 76.51 million, 30.97 million respectively, the area of two parcels is about 383 mu,
On 11 October 2022, Tuopu Skateboard Chassis (Ningbo) Co., Ltd., a wholly-owned subsidiary, won the bid for the right to use two parcels of state-owned
construction land in Ningbo Qianwan New Area for a consideration of RMB 68.2 million, 37.32 million respectively, the area of two parcels is about 273 mu, 149
mu;
On 9 November 2022, Huzhou Tuopu Automobile Parts Co., Ltd., a wholly-owned subsidiary, won the bid for the right to use a parcel of state-owned construction
land in Changxing County, Huzhou for a consideration of RMB 61.59 million, the area of this parcel is about 152 mu.
ⅱ.Updates of investments
NO. Date of Reference Title of Main content Update of event
Signing number of announcement
announcem
ent
the Investment “Project Cooperation Agreement for Tuopu NEV subsidiary, won the bid for the right to use an
Intent Agreement Chassis lightweight System - Interior Trim industrial land of about 180 mu for a
Signed with Sound Insulation System Production Base”, with consideration of RMB 90.21 million. To date, the
Chongqing an intent of investing RMB 1.5 billion in main structure of the factory is under construction.
Shapingba District to construct the production
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
base for NEV product lines by phase.
Announcement on of Xinqiao International Industrial Park, Tuopu Chassis System (Anhui) Co., Ltd., a
the Investment Shouxian County, Anhui signed the "Project wholly-owned subsidiary, in Xinqiao Industrial
Intent Agreement Agreement" with the intent of investing RMB 2.5 Park, Shouxian County. As the entity of project
Signed with billion to build a NEV critical parts production implementation, the registered capital of Tuopu
Shouxian County, base in phases in Xinqiao International Industrial Chassis System (Anhui) Co., Ltd. is RMB 600
Anhui Park, Shouxian County. million. To date, the main structure of the factory
is under construction.
the Investment Development Zone signed the “Auto Parts the bid for the right to use a parcel of
Intent Agreement Production Project Landing Agreement” with the stated-owned construction land of about 120 mu
Signed with Xi’an intent of investing about RMB 3 billion to build a for a consideration of RMB 33.87 million. To
NEV critical parts production base in Xi’an date, this project is in the pre-design phase.
Economic and Technological Development
Zone.
New de C.V in Mexico, and plans to purchase the "Land Transfer and Industrial Park Service
Establishment of a industrial land in Mexico to build a production Agreement", and acquired about 220 mu of
Wholly-owned base for NEV auto parts. industrial land in Hofusan Industrial Park in
Subsidiary in Nuevo León, Mexico for a consideration of
Mexico US$8.6541 million. The land is intended for
building an auto parts production base.
the Investment Development Zone, Huzhou signed the for the right to use a parcel of state-owned
Intent Agreement “Investment Agreement” with the intent of construction land of about 152 mu in Changxing
Signed with investing about RMB 2 billion to build a NEV County, Huzhou for a consideration of RMB
Changxing, critical parts production base in Changxing 61.59 million. To date, the construction team
Huzhou Economic and Technological Development has entered the site and works on the early stage
Zone. of land leveling.
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
(3) Financial assets measured at fair value
□Applicable √Non-applicable
Securities investment
□Applicable √Non-applicable
PE fund investment
□Applicable √Non-applicable
Derivatives investment
□Applicable √Non-applicable
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
□Applicable √Non-applicable
(6) Disposal of major assets and equity
□Applicable √Non-applicable
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
(7) Analysis of major controlling and participating companies
√Applicable □Non-applicable
Unit：in 10,000 Yuan
Total assets in the Total liabilities in Total net assets in Operating income in Net profit in the
Company name Registered capital
reporting period the reporting period the reporting period the reporting period current period
USHONE
ELECTRONIC 2,000.00 5,344.87 2,100.47 3,244.40 20,119.43 -487.68
CHASSIS
Tuopu Imp&Exp. 18,000.00 67,926.24 41,685.35 26,240.89 300,176.26 15,967.72
Tuopu Parts 20,000.00 178,297.70 154,195.74 24,101.97 670,005.32 3,426.39
Tuopu Acoustics
Vibration
Sichuan Tuopu 2,000.00 8,616.08 4,931.31 3,684.78 22,697.90 202.75
Yantai Tuopu 6,280.00 9,756.84 3,246.75 6,510.08 13,096.51 633.76
Pinghu Tuopu 20,800.00 30,947.51 7,950.08 22,997.43 46,273.24 3,256.48
Sichuan Maigao 15,000.00 30,918.89 7,853.74 23,065.15 32,498.52 2,538.27
Zhejiang Towin 18,000.00 60,033.53 11,032.48 49,001.05 43,013.68 3,461.90
Tuopu Mechatronic
System
Tuopu Thermal
Management
Hunan Tuopu 65,789.00 85,767.75 21,230.63 64,537.12 17,137.45 -703.44
Tuopu Chassis 51,490.00 75,046.13 20,829.69 54,216.44 33,388.94 2,957.04
Ningbo Qianhui 2,725.86 9,021.38 2,291.08 6,730.31 6,377.00 -115.99
Tuopu North
American Ltd
Tuopu Electrical
Appliances
Ningbo Borgers 2,100.00 22,613.33 6,641.65 15,971.67 40,869.73 3,121.75
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
(8) Structured entities controlled by the Company
□Applicable √Non-applicable
Ⅵ. Discussion and Analysis on the Future Development of the Company
(1) Industry structure and trend
√Applicable □Non-applicable
The automobile industry is placed in the situation of drastic change and far-reaching
changes are taking place in respect of industry, technology, business model, marketing
model, profit model and supply chain model.
networking" in the automotive industry has been reached across the globe.And global car
makers are working towards this trend.
borders, 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 great
success. The past industrial OEM pattern has been broken down, it is time for car makers to
pinpoint a new identity and rebuild core competitiveness.
swapping market share for technology leads to success in high-speed rail and electrical
appliance, but not in traditional vehicles. Now there are some opportunities for NEVs due
to 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, China
has technological accumulation and progress in respect of 5G, big data, artificial
intelligence, and auto piloting. If a new round of cutting-edge technologies can be applied
to the automotive industry, the technological monopoly of EU, US and Japanese old-brand
car makers will be broken down, Chinese car makers will stand on the same starting line
with global leaders and are expected to get an upper hand in the new round of competition.
scenario of technology hollowing, small scale, and lack of R&D and innovation. Some auto
parts giants with global competitiveness are expected to stand out of China’s auto parts
industry.
(2) Development strategy
√Applicable □Non-applicable
Amid the great revolution of the automotive industry, the Company is determined to be a
technology-intensive large platform supplier with extensive industrial landscape, intensive product
technology, impressive R&D capabilities, and a broad range of customer groups, establish Tier 0.5
cooperation with customers, lead the revolution of the relations between car makers and auto parts
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
suppliers, strive to be a one-hundred-billion-level giant in China’s auto parts industry and a world-class
auto parts supplier, empower the development of NEV industry, and contribute to attaining the goal of
“Carbon Peaking and Carbon Neutrality”.
System,Interior & Exterior System,Chasiss Lightweight System,Cabin Comfort System,Thermal
Management System,Chassis System,Air Suspension System,Intelligent Braking System. The unit price
of components per vehicle is about 30,000 and these product lines are accessible to enormous potentials
of expansion.The Company is also developing robot motion actuators, as it identifies an enormous
market potential.
capabilities of mechanics, electronic control, software and chassis tuning, increases the
technology-intensive level of products, addresses the industry-wide “bottlenecking” technical issue, and
make own contribution to the industrial development.
digital factory strategy, improving the quality control level, process capability, automation and value
stream analysis capability through virtual simulation, and endeavoring to change the international
impression on “Made in China”.
Its geographical location in Qianwan New Area Industrial Park witnesses the rise of “Wisdom in
China”. First, many product types essentially covering all product lines; second, a wide range of
processes 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 automated
production lines are densely distributed; fourth, access to leading manufacturing management practice, a
wide array of advanced manufacturing and management tools such as AGVs and digital Kanban are put
into efficient use; fifth, with products tailored for international and domestic markets. Despite with the
sharp 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 a
thriving image, leaving an impression of the rise of China as a great power and the national industry
upgrade.
product line, R&D and QSTP (quality, service, technology, cost), the Company strives to build a new
Tier0.5 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 development
and M&A cases. Upholding the principle of “in-house startups”, the Company does not give up any
opportunities for value-added M&A cases. Especially after 2025, it is projected that many enterprises
will run into trouble due to slow-paced transition, the Company may embrace a lot of M&A
opportunities, which in turn promotes its rapid expansion.
(3)Business plan
√Applicable □Non-applicable
In 2023, the Company is anticipated to exploit the market, speed up the mass production project,
improve the management level, control cost, drive the rapid development, and prepare for attaining the
medium-term strategic goal in alignment with the predefined strategy.
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
Relying on the composite advantages of the platform-based enterprise and adhering to Tier0.5
cooperation, the Company broadens the sphere of strategic cooperation and drives on the synchronized
development lane in reliance of coordinated product lines.
For the moment, new opportunities are arising out of the transition of international auto parts
industry, the Company is expected to pace up the international market exploitation this year.
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 the
harvesting stage of volume production across the board.
It is scheduled to complete the construction of about 1,000 mu of land in Phase 8 and 9 of factories
based in Qianwan New Area, Chongqing, Changxing, and Xinqiao, Anhui this year. The domestic
capacity deployment has virtually wrapped up and subsequent projects will enter the harvesting period
step by step.
The penetration rate of electric vehicles in North America and Europe is relatively low, foreign car
makers are rushing the transition to NEVs, foreign auto parts manufactuers are less willing to invest, and
the transition pace is slow, so it is unlikely to fulfill the urgent needs of NEV transition. Enormous
market 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 be
accelerated and it is expected that the equipment will be installed at the end of the year. In future, the
Company plans to build a 1000-mu intelligent manufacturing industrial park modeled after the Qianwan
New Area in line with the order needs. Tuopu Poland is also scheduled to expand capacity in order to
fulfill the needs of its customers for capacity boost.
To attain the profitability of international expansion, the Company has performed the following
analyses and preparations: on the one hand, the resources of NEV auto parts in the current international
market are scarce, which means reasonable prices can be guaranteed. On the other hand, the Company
has 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, engaging
experienced management, process and some technical specialists in the project implementation, making
sure that the project will be put into operation on schedule and designated quality; (3) integrating the
industrial 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 compliant
activities.
Efforts will be made to promote the budget control system and lean production system for cost
cut-down.Specific management will be available for new factories to put production into operation and
transit from loss to profit as soon as practicable.
Efforts will be continued to boost the construction of digital benchmark 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
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
may expose business operations to risk. The Company intends to resolve these risks by enhancing
overall competitiveness. In the course of 40 years after founding,Pulling through a plurality of risks as
mentioned above, the Company keeps good business performance and development momentum, and
establishes a full set of risk control systems based on the accumulated experience.
governments and the industry community and put into practice, with proven signs of right direction and
bright future. For this reason, there is no risk borne in the strategic direction and investments.
(5)Others
□Applicable √Non-applicable
VII. Explanation on the circumstances and reasons why the Company did not disclose under the
standards due to inapplicability of the standards or special reasons such as state secrets and
business 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", relevant
regulations of CSRC and SSE, and the provisions under the "Articles of Association", in order to
improve the corporate governance structure, improve internal control system, and operate the internal
control system. General meeting, Board of Directors, Board of Supervisors, independent directors and
the management operated precisely by following the internal control procedure, in order to secure the
legitimate rights and interests of the Company and its shareholders.
The shareholders reviews the events to the extent permitted in the functions and powers of general
meeting under the relevant provisions, the “Articles of Association” and the “Rules of Proceedings of
General Meeting”, and appoints lawyers to witness the procedures of holding and convening the general
meeting and to maintain the legitimate rights and interests of the shareholders, especially the minority
shareholders. The Company holds the general meeting in the form of internet voting and polling and the
procedures of convening and holding the general meeting and voting at the general meeting are legal and
valid.During the reporting period, significant matters including amendments to the Articles of
Association, 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, and
the initiation of non-public offerings were considered and decided at the general meeting.
The controlling shareholder, actual controller and the related parties of the Company exercise their
powers and assume obligations under the applicable laws and regulations, and there is no activity that
directly or indirectly interferes with the business operations beyond the general meeting. During the
reporting period, the Company did not provide a guarantee for the controlling shareholder and its
affiliates, nor did the controlling shareholder occupy the funds of the Company.
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
The Board of Directors consists of 9 directors including 3 independent directors. Four special
committees, Strategy and Investment Committee, Auditing Committee, Nomination Committee, and
Remuneration and Assessment Committee, are affiliated under the Board of Directors. The Board of
Directors and special committees have laid down the rules of proceedings. Directors are able to present
at the meeting of Board of Directors, perform due diligence, earnestly maintain the legitimate rights and
interests of the Company and all shareholders on time under the “Articles of Association” and other
applicable laws and regulations.
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 earnestly performed
their duties, and to hold accountable for shareholders, they oversaw significant matters including
amendment to the Articles of Association, placement of guarantee to subsidiaries, regular reports, 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.
During the reporting period, officers have performed due diligence in accordance with the Articles
of Association, to the extent authorized by the general meeting and Board of Directors and permitted by
the rules and regulations of the Company.
The Company discloses relevant information in a true, accurate, complete, timely and fair manner
exactly under the "Guidelines for Governance of Listed Companies", "Rules Governing the Listing of
Shares", "Articles of Association" and "Information Disclosure Management System" and other
applicable regulations. The portal site designated by the Company for its information disclosure is the
SSE website and the newspaper designated for its information disclosure is Securities Times.\
With the “Insider Registration Management System” available, the Company intensifies the insider
information management practice and specifies the registration and filing process of insiders, which in
turn paves the way for proper confidentiality of insider information. During the reporting period, the
Company controls the route and scope of transmitting insider information, make sure that information is
disclosed fairly, and maintain the legitimate rights and interests of investors exactly in accordance with
the “Insider Registration Management System”.
Whether there is a material difference concerning corporate governance provisions between
corporate governance and laws, administrative regulations, and CSRC regulations on listed company
governance; in case of material difference, state the reason.
□Applicable √Non-applicable
II.Measures taken by the controlling shareholder and actual controller of the Company to maintain the
independence of the company-specific assets, persons, finance, organization and business, as well as the
solutions, updates on work and follow-up plans that are anticipated to influence its independence
□Applicable √Non-applicable
Conduct of the same or similar business as the Company by the controlling shareholder, actual
controller and other entities under their respective control, influence of peer-to-peer competition or the
drastic changes of peer-to-peer competition on the Company, countermeasures taken, updates on
solution and follow-up solution plan.
□Applicable √Non-applicable
III. Brief Information about General Meetings
The search index Date of
Date of
Session of the specified disclosure to Resolution
convention
website to publication of
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
publish resolutions
resolutions
extraordinary 2022 2022 available in “Bulletin
general meeting on Resolutions of the
Extraordinary
General Meeting of
Tuopu Group
(Bulletin #:
meeting available in “Bulletin
on Resolutions of the
Meeting of Tuopu
Group (Bulletin #:
extraordinary available in “Bulletin
general meeting on Resolutions of the
Extraordinary
General Meeting of
Tuopu Group
(Bulletin #:
extraordinary 2022 2022 available in “Bulletin
general meeting on Resolutions of the
Extraordinary
General Meeting of
Tuopu Group
(Bulletin #:
Preferred shareholders whose voting rights have been restored request to convene an
extraordinary general meeting
□Applicable √Non-applicable
Note to General Meeting
√Applicable □Non-applicable
During the reporting period, the Company held three general meetings. These meetings are convened
and held under the applicable laws, regulations and these "Articles of Association"; the persons present
at and convening such meetings hold legal and valid qualifications; the voting procedure is consistent
with the applicable relevant laws, regulations, normative documents and these "Articles of Association".
The voting results are legal and valid.
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
IV. Information About Directors, Supervisors and Officers
(1) Changes in shares held and remuneration of current and resigned directors, supervisors and officers during the reporting period
√Applicable □Non-applicable
Unit：Shares
Total Whether
pre-tax receive
remunerati remunerat
Increas on ion from
Number of Reason
Number of e/Decr received related
Date of shares held for
Date of shares held ease in from the parties of
Name Capacity (Note) Gender Age taking at the increas
leaving at the end of shares Company the
office beginning e/decre
the year in the during the Company
of the year ase
year reporting
period (in
Yuan)
Wu Jianshu Chairman, Director Male 59 2020-10-19 2023-10-18 7,210,308 7,210,308 0 0 No
Wang Bin Chairman, Male 48 2020-10-19 2023-10-18 300 No
Managing Director
Pan Xiaoyong Chairman, Vice Male 42 2020-10-19 2023-10-18 500 No
general manager
Wu Weifeng Chairman, Vice Male 45 2020-10-19 2023-10-18 350 No
general manager
Jiang Kaihong Chairman, Vice Male 52 2020-10-19 2023-10-18 200 No
general manager
Wang Weiwei Male 39 2022-02-10 2023-10-18 150 No
[Note 1] Director
Zhou Ying Independent director Female 46 2020-10-19 2023-10-18 5 No
Zhao Xiangqiu Independent director Female 53 2020-10-19 2023-10-18 5 No
Wang Yongbin Independent director Male 66 2020-10-19 2023-10-18 5 No
Wang Board Secretary Male 44 2020-10-19 2023-10-18 65 No
Mingzhen
Yan Qunli Board Chairman, Male 51 2020-10-19 2023-10-18 70 No
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
Supervisor
Duan Supervisor Male 41 2020-10-19 2023-10-18 90 No
Xiaocheng
Li Weiguo Staff representative, Male 50 2022-03-14 2023-10-18 26 No
[Note 2] supervisor
Hong Tieyang Financial Director Male 45 2020-10-19 2023-10-18 55 No
Wang Staff representative, Male 42 2020-10-19 2022-03-14 3.68 No
Chengcai(left) supervisor
Total / / / / / 7,210,308 7,210,308 / 1,824.68 /
Note 1: On 10 February 2022, Mr. Wang Weiwei was approved by the 2022 first extraordinary general meeting on February 10, 2022 and appointed as a director of
the Fourth Board of Directors in additional election;
Note 2: On 14 March 2022, Mr. Li Weiguo was approved by the congress of workers and staff and appointed as a supervisor of the Fourth Board of Supervisors in
by-election.
Name Working Experience
Wu Formerly as Chairman of Ningbo Tuopu Vibration Control System Co., Ltd., Chairman of Ningbo Tuopu Soundproof System Co., Ltd., Chairman of
Jianshu Ningbo Tuopu Coupling Co., Ltd., Chairman of Ningbo Tuopu Automobile Special Rubber Co., Ltd., Chairman of Ningbo Tuopu Brake System Co.,
Ltd. Currently in the capacity of Chairman of MECCA INTERNATIONAL HOLDING (HK) LIMITED, Chairman and Director of the Company.
Wang Bin Formerly as Vice general manager of Ningbo Economic and Technological Development Zone Tuopu Industrial Co., Ltd., Director and General
manager of Ningbo Tuopu Vibration Control System Co., Ltd., General manager of Ningbo Tuopu Import and Export Co., Ltd., Vice general manager
and Director of Ningbo Tuopu Brake System Co., Ltd. Currently in the capacity of Director and General manager of the Company.
Pan Formerly as Vice President of Ningbo Tuopu Acoustics Vibration Technology Co., Ltd., Manager of System Development Department of Ningbo
Xiaoyong 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 Formerly as Director of of Ningbo Tuopu Acoustics Vibration Technology Co., Ltd., General manager of Ningbo Tuopu Automobile Special Rubber
Weifeng Co., Ltd., General manager of Ningbo Bahe Mould Co., Ltd., Vice general manager of Ningbo Tuopu Soundproof System Co., Ltd., Vice general
manager and Director of Ningbo Tuopu Brake System Co., Ltd. Currently in the capacity of Director and Vice general manager of the Company.
Jiang Formerly as Manager of Engineering Department of Ningbo Economic and Technological Development Zone, Director of R&D Center of Ningbo
Kaihong Tuopu Vibration Control System Co., Ltd., President of Ningbo Tuopu Automobile Parts Co., Ltd., Vice President of Electronic System Division of
Ningbo Tuopu Brake System Co., Ltd.Currently in the capacity of Director and Deputy GM (Vice President) of the Company, and Senior General
Manager of Ningbo Ushone Electronic Chassis Co., Ltd.
Wang Formerly as General manager of Intelligent braking system and Stability Control System of Ningbo Tuopu Group Co., Ltd., currently in the capacity of
Weiwei Director of the Company, General Manager of Brake System of Ningbo Ushone Electronic Chassis Co., Ltd.
Zhou Ying CPA, CPV. Formerly worked in Beilun Finance Bureau, currently serve Ningbo Donghai Accounting Firm. Currently in the capacity of independent
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
director of the Company.
Zhao Formerly as a practicing lawyer in Zhejiang Fanxin Law Firm, currently as a lawyer, partner and executive director of Zhejiang Yahui Law Firm.
Xiangqiu Currently as a lawyer and partner of Zhejiang Tai’an Law Firm. Currently as an independent director of the Company.
Wang Formerly taught in Zhejiang Agricultural University at Ningbo after graduation, formerly as a professor of machinery at Zhejiang Wanli University,
Yongbin the first tutor of master candidates, General manager of the Institute of Mechatronic System Technology, Director of Mechatronic System Technology
Laboratory, now retired. Currently as an independent director of the Company, concurrently hold the office of independent director in Ningbo Jifeng
Auto Parts Co., Ltd. (603997.SH), NBTM New Materials Group Co., Ltd. (600114.SH), Zhejiang LERA New Energy Power Technology Co., Ltd.,
and Ningbo Da Zhi Machine Technology Co., Ltd.
Wang Formerly as General manager of Ningbo Tuopu Import and Export Co., Ltd.., Supervisor of Ningbo Tuopu Group Co., Ltd. Currently as Board
Mingzhen 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 Formerly as System Integration Section Chief of Ningbo Tuopu Acoustics Vibration Technology Co., Ltd., Chief Engineer of R&D Center of Ningbo
Xiaocheng Tuopu Group Co., Ltd., and Vice President of R&D Center of Ningbo Tuopu Group Co., Ltd. Currently in the capacity of President of Powertrain and
Chassis Division and Supervisor of the Company.
Li Weiguo Formerly as Planning Director and Group Management Representative of Ningbo Tuopu Group Co., Ltd. Currently as Managing Director of
Management Department and Staff Representative Supervisor of the Company.
Hong Formerly as Financial Officer of Ningbo Huazhong Plastic Products Co., Ltd., Project Manager of Ningbo Zhongcheng Tax Accountant Firm, and
Tieyang Financial Manager of Ningbo Tuopu Group Co., Ltd. Currently as Financial Director of the Company.
Wang Holder of Master Degree of Laws, Economist. Formerly as a lecturer at the School of Humanities and Social Sciences of Jingchu Institute of
Chengcai Technology, part-time lawyer at Hubei Fazhixing Law Firm, legal counsel assistant of China Youngman Automobile Group Co., Ltd., legal specialist
of SELF Electronics Co., Ltd., Manager of Legal Department of Ningbo Cixing Co., Ltd.Supervisor and Legal Director of the Company, left Tuopu
Group on 14 March 2022.
Other Notes
□Applicable √Non-applicable
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
（2）Office held by current and resigned directors, supervisors and officers during the reporting
period
√Applicable □Non-applicable
Name of Office held in
Date of office Date of end of
persons in Name of corporate shareholder corporate
held office
office shareholder
Wu MECCA INTERNATIONAL Chairman 2008-07-21
Jianshu HOLDING （HK） LIMITED
Note to No
office
held in
corporate
sharehold
er
√Applicable □Non-applicable
Date of Date of
Name of persons Office held in
Name of other entity office end of
in office other entity
held office
Zhou Ying Ningbo Donghai Accounting Firm Manager
Zhao Xiangqiu Zhejiang Yahui Law Firm Lawyer, partner
Wang Yongbin Ningbo Jifeng Auto Parts Co., Ltd. Independent
director
Wang Yongbin NBTM New Materials Group Co., Ltd. Independent
director
Wang Yongbin Zhejiang LERA New Energy Power Independent
Technology Co., Ltd. director
Wang Yongbin Ningbo Da Zhi Machine Technology Co., Independent
Ltd. director
Notes to office No
held in other
entities
（3）Remuneration of Directors, Supervisors and Officers
√Applicable □Non-applicable
Decision-making procedure as to Under the “Articles of Association”, the remuneration of directors
the remuneration of directors, and supervisors is decided at the general meeting; the remuneration
supervisors and officers of officers is decided by the Board of Directors.
Basis for fixing the remuneration Fixed according to the industry and local conditions, by referring to
of directors, supervisors and the comparable standard of similar listed companies and the actual
officers condition of the Company, where applicable
Actual payment of the During the reporting period, the remunerations of directors,
remuneration of directors, supervisors and officers have been paid.
supervisors and officers
Total remuneration received by all RMB 18.2468 million
directors, supervisors and officers
at the end of the reporting period
（4）Changes in directors, supervisors and officers
√Applicable □Non-applicable
Name Office held Changes Reason for change
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
Wang Weiwei Director Elected Director appointed in additional
election
Li Weiguo Staff representative Elected Appointed in by-election after
supervisor the former staff representative
supervisor resigned
Wang Chengcai Staff representative left Resigned
supervisor
(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
Date of
Session Resolution
convention
The Fourth 2022-1-20 The following proposals were considered and passed:
Board of 1. "Proposal on Amending the Articles of Association"
Directors 2. "Proposal on Amending the Rules of Procedure of the Board of
The Sixteenth Directors"
Meeting 3. "Proposal on the By-election of Directors "
General Meeting of Shareholders in 2022"
The Fourth 2022-1-29 The following proposals were considered and passed:
Board of 1. "Proposal on Establishing Wholly-owned Subsidiaries"
Directors 2. "Proposal on Bidding for the Right to Use State-owned Construction
The Land"
Seventeenth
Meeting
The Fourth 2022-4-13 The following proposals were considered and passed:
Board of 1. "Proposal on the Work Report of the Board of Directors in 2021"
Directors 2. "Proposal on the Work Report of Independent Directors in 2021"
The Eighteenth 3. "Proposal on the Work Report of the Audit Committee of the Board
Meeting of Directors in 2021"
Financial Institutions in 2022"
Report"
Temporarily Idle Proceeds"
Supplement Working Capital"
Business"
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
Meeting"
Supervisors and Senior Management and Their Change Management
System>"
Committee of the Board of Directors"
Investment Committee of the Board of Directors"
Committee of the Board of Directors"
Remuneration and Assessment Committee of the Board of Directors"
Meeting"
The Fourth 2022-4-21 The following proposal was considered and passed:
Board of 1. "Proposal on <2022 First Quarter Report>"
Directors
The Nineteenth
Meeting
The Fourth 2022-5-27 The following proposals were considered and passed:
Board of 1. "Proposal on Changing Certain Investment Projects Utilizing
Directors Proceeds"
The Twentieth 2. "Proposal on Adjusting the Schedule of Certain Investment Projects
Meeting Utilizing Proceeds "
in 2022"
The Fourth 2022-7-11 The following proposals were considered and passed:
Board of 1. "Proposal on Further Clarifying the Public Issuance of Convertible
Directors Corporate Bonds"
The 2. "Proposal on Public Issuance of Convertible Corporate Bonds"
Twenty-first 3. "Proposal on Establishing a Special Account for Proceeds from the
Meeting Public Issuance of Convertible Corporate Bonds and Executing an
EscrowAgreement"
The Fourth 2022-8-12 The following proposals were considered and passed:
Board of 1. "Proposal on Adding Entrusted Financail Management Limit of Idle
Directors Proceeds"
The 2. "Proposal on Temporarily Supplementing the Limit of Working
Twenty-second Capital with Additional Idle Proceeds"
Meeting 3. "Proposal on Capital Increase of Wholly Owned Subsidiaries"
Pre-invested in Proceeds Investment Projects"
Bank Acceptance Bills Pre-invested in Proceeds Investment Projects "
The Fourth 2022-8-24 The following proposals were considered and passed:
Board of 1. "Proposal on
Directors its Summary"
The 2. "Proposal on
Twenty-third by Tuopu Group in the 2022 Semi-Annual Period""
Meeting 3. "Proposal on Establishing a Wholly-owned Subsidiary"
Land"
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
The Fourth 2022-9-28 The following proposals were considered and passed:
Board of 1. "Proposal on Investing in Mexico"
Directors 2. "Proposal on Authorizing the Contract Execution for the Purchase
The of Industrial Land in Mexico"
Twenty-fourth 3. "Proposal on Amending the Investor Relations Management
Meeting System"
The Fourth 2022-10-11 The following proposal was considered and passed:
Board of 1. "Proposal on Bidding for the Right to Use State-owned Construction
Directors Land"
The
Twenty-fifth
Meeting
The Fourth 2022-10-27 The following proposals were considered and passed:
Board of 1. "Proposal on
"
Directors 2. "Proposal on Bidding for the Right to Use State-owned Construction
The Land"
Twenty-sixth
Meeting
The Fourth 2022-12-9 The following proposals were considered and passed:
Board of 1. "Proposal on Qualifying for Non-public Issuance of Stocks"
Directors 2. "Proposal on the 2022 Non-public Issuance of Stock Plan"
The 3. "Proposal on Twenty-seventh Group Co., Ltd.>"
Meeting 4. "Proposal on the Feasibility Analysis Report on the Use of Proceeds
from Non-public Issuance of Stocks"
returns and take filling measures and related subject commitments"
Authorize the Board of Directors and its Authorized Persons to Handle
Matters Concerning the Non-public Issuance of Stocks"
of Shareholders in 2021"
VI.Performance of Duties by Directors
(1)Information about the presences of directors in board meeting and general meeting
Presenc
es in
Presences in board meeting general
meetin
g
Whether
Name Number
as Whether
of of
independ failed to
direct mandato Number of Number
ent Numb present
or ry Number of attendances of Numbe
director er of in two
attendan attendances by attendan r of
absenc consecuti
ces in in person communicat ces by presenc
es ve
board ion means proxy es
meetings
meeting
in person
this year
Wu No 12 12 0 0 0 No 4
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
Jians
hu
Wang No 12 12 0 0 0 No 4
Bin
Pan No 12 12 1 0 0 No 4
Xiaoy
ong
Wu No 12 12 0 0 0 No 4
Weife
ng
Jiang No 12 12 0 0 0 No 4
Kaiho
ng
Wang No 10 10 1 0 0 No 3
Weiw
ei
Zhou Yes 12 12 0 0 0 No 4
Ying
Zhao Yes 12 12 0 0 0 No 4
Xiang
qiu
Wang Yes 12 12 0 0 0 No 4
Yong
bin
Notes to failure to be present in two consecutive meetings board meetings
□Applicable √Non-applicable
Number of board meetings convened in the year 12
Including: number of on-site meetings 10
Number of meetings convened by communication 0
means
Number of meetings convened on site by 2
communication means
(2) Information about the objections raised by directors against related matters
□Applicable √Non-applicable
(3)Others
□Applicable √Non-applicable
VII. Information about Special Committees under the Board
√Applicable □Non-applicable
√适用 □不适用
(1) . Members of special committees under the Board of Directors
Category of Special
Name of Member
Committees
Auditing Committee Zhou Ying(Chairman, Convenor)、Wang Yongbin、Wang Bin
Nomination Committee Wang Yongbin(Chairman, Convenor)、Zhao Xiangqiu、Wu Jianshu
Remuneration and
Zhao Xiangqiu(Chairman, Convenor)、Zhou Ying、Wu Jianshu
Assessment Committee
Strategy Committee Wang Bin(Chairman, Convenor)、Pan Xiaoyong、Wu Weifeng
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
(2) Four meetings held by the Auditing Committee during the reporting period
Other
Circumstances
Date of
Session Key Opinions and Suggestions about
convention
Performance
of Duties
April 2, The Fourth Board The following items were discussed and passed:
The Sixth Committee of the Board of Directors in 2021"
Working Meeting 2. "Proposal on the 2021 Annual Financial Final
of the Auditing Account Report"
Committee 3. "Proposal on the 2021 Internal Control
Evaluation Report"
Impairment Provisions"
Transactions in 2021"
Transactions in 2022"
with Certain Temporarily Idle Proceeds"
Proceeds to Supplement Working Capital"
of the Audit Committee of the Board of Directors"
April 11, The Fourth Board The following items was discussed and passed:
The Seventh
Working Meeting
of the Auditing
Committee
August 12, The Fourth Board The following items were discussed and passed:
The Eighth Tuopu Group> and its summary"
Working Meeting 2. "Proposal on of the Auditing Use of Proceeds by Tuopu Group in the 2022
Committee Semi-Annual Period""
October The Fourth Board The following item was discussed and passed:
The Ninth Tuopu Group"
Working Meeting
of the Auditing
Committee
(1). The Nomination Committee held the first meeting during the reporting period
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
Other
Circumstances
Date of
Key Opinions and Suggestions about
convention Session
Performance
of Duties
January The First Working The "Proposal on the By-election of Directors of the
Nomination reviewing the candidate's experience and
Committee of the background, the Nomination Committee maintains
Fourth Board of that Mr. Wang Weiwei qualifies as a director of a
Directors listed company and is competent of serving as a
director, and complies with the provisions of
"Company Law", "Shanghai Stock Exchange Stock
Listing Rules" and the Articles of Association, Mr.
Wang Weiwei was elected as the non-independent
director candidate of the fourth Board of Directors.
(2). The Remuneration and Assessment Committee held the second meeting during the reporting
period
Other
Circumstances
Date of
Key Opinions and Suggestions about
convention Session
Performance
of Duties
April 2, The Fourth Board The following items were discussed and passed:
The Third Law"; the management fulfilled the due diligence;
Working Meeting all employees were paid wages in full sum and time
of Remuneration by operation of law.
and Assessment
Committee
August 12, The Fourth Board The following items were discussed and passed:
The Fourth abided by the "Labor Law"; the management
Working Meeting fulfilled the due diligence; all employees were paid
of Remuneration wages in full sum and time by operation of law.
and Assessment
Committee
(3). The Strategy and Investment Committee held the second meeting during the reporting period
Other
Circumstances
Date of
Key Opinions and Suggestions about
convention Session
Performance
of Duties
September The Fourth Board The following items were considered and passed:
The Fifth 2. "Proposal on Authorizing the Contract Execution
Working Meeting for the Purchase of Industrial Land in Mexico"
of Strategy and
Investment
Committee
November The Fourth Board The following items was considered and passed:
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
The Sixth Stock Plan"
Working Meeting
of Strategy and
Investment
Committee
(5). Particulars about the Objected Matters
□Applicable √Non-applicable
VIII. Notes to Risks Identified by the Board of Supervisors
□Applicable √Non-applicable
The Supervisory Committee has no objection to the supervision matters during the reporting period.
IX. Employees of the Parent and Major Subsidiaries at the End of The Reporting Period
(1)Staff members
Number of staff members serving the parent 5,779
company
Number of staff members serving major 11,833
subsidiaries
Total number of staff members in service 17,612
Number of retiring employees to whom the parent
company and other subsidiaries have to bear costs
and expenses
Composition of job positions
Category of job positions Number of specialists
Production staff 9,656
Marketing staff 469
Technical staff 4,614
Financial staff 233
Administrative staff 2,640
Total
Education Background
Category of education Number of members (persons)
Holders of doctoral, master degrees 151
Holders of bachelor degrees 2,016
Graduated from junior college, technical 5,988
secondary school
Others 9,457
Total 17,612
(2)Salary policy
√Applicable □Non-applicable
In line with the strategic development needs, coupled with the industry-wide salary and the local
salary level, the company has drawn up a set of incentive compensation system, and the salary
distribution 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 employee
welfare and treatment in the rapid development to share the deliverables and enhance employees' sense
of gain; it further continues to give more promotion opportunities to young talents in service, provide
them 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
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
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 has
drawn up a systematic and efficient training system, and continuously improved its independent
evaluation system for engineers and skilled talents, with a view to serving its personnel needs in respect
of R&D, technology, QC, quality, production, procurement, shipping, sales, finance, IT and human
resources. The Company provides staff members with various opportunities for professional learning,
engagement in industry technical exchanges and management forums, so as broaden global horizon of
specialists, give employees at different levels an access to systematic training, acquire good expertise
and skills, and improve their business and management capabilities. The long-term sustainable
development 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
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 the Next Three Years (2021-2023)". On 10 May 2021, the company held the 2020 Annual
General Meetin at 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
financing environment, and the requirements and wills of investors, especially small and medium
investors in all aspects, and establish a sustainable, stable, rational return planning and mechanism,
making institutional arrangements for dividend distribution, guarantee reasonable returns brought to
investors, and ensure the continuity and stability of the dividend distribution policy.
Drawing up principles: the Company applies a positive profit distribution policy and values
reasonable investment returns for investors. The Company should maintain the continuity and stability
of the profit distribution policy while taking into account the long-term interests, the overall interests of
all shareholders and the sustainable development of the Company. The Board of Directors, Board of
Supervisors and general meeting shall consider the opinions of independent directors and public
investors 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 profit
distribution method of cash dividends is preferred. Profits can be distributed in cash, stock, or a
combination of both.
Conditions for distribution of cash dividends: Cash dividends can be distributed where the
following conditions are satisfied:
(1) The distributable profit realized by the Company in the year (the profit after tax netting of covering
losses 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 above
conditions for dividend distribution are satisfied, after the company has fully reserved the statutory
reserve fund and surplus reserve fund, if there is no major cash payment or other events, the profit
distributed in cash in a year, in principle, shall not be less than 30% of the distributable profit realized in
the year.
Significant cash expenditure refers to one of the following circumstances:
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
① The accumulative expenses of the proposed foreign investment, acquisition of assets, equity or
purchase of equipment, land and real estate over a course of the next twelve months have reached or
exceeded 30% of the last audited net assets;
② The accumulative expenses of the proposed foreign investment, acquisition of assets, equity or
purchase of equipment, land and real estate over a course of the next twelve months have reached or
exceeded 20% of the last audited net assets;
Provided that there are sufficient cash dividends available for distribution, the Company may otherwise
increase stock dividend distribution and capital reserve. If the Board of Directors fails to make an annual
cash profit distribution plan, or the annual cash profit distribution ratio is less than 30% of the
distributable 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 for
the 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 of
distribution of cash dividends. After the end of each fiscal year, the Board of Directors comes up with a
dividend distribution proposal and submits it to the general meeting for consideration. The Company
embraces suggestions and supervision from all shareholders, independent directors, supervisors and
public investors on the dividend distribution.
Percent and time interval of cash dividends: The Board of Directors should consider factors, such as
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, tell the differences of
the following circumstances, and propose differentiated cash dividend policy following the procedures
as set out in the Articles of Association:
(1) If the development stage is mature and there is no major capital expenditure arrangement over a
course of the next twelve months, at the time of making profit distribution, the percent of cash dividends
in this profit distribution should be at least 80%;
(2) If the development stage is mature and there is no major capital expenditure arrangement over a
course of the next twelve months, at the time of making profit distribution, the percent of cash dividends
in this profit distribution should be at least 40%;
(3) If the development stage is mature and there is no major capital expenditure arrangement over a
course of the next twelve months, at the time of making profit distribution, the percent of cash dividends
in this profit distribution should be at least 40%;
(4) If the development stage is mature and there is no major capital expenditure arrangement over a
course of the next twelve months, at the time of making profit distribution, the percent of cash dividends
in this profit distribution should be at least 20%;
If it is difficult to identify the development stage but there are major capital expenditure arrangements
over 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 and
approved by the annual general meeting. The Board of Directors can propose the company to distribute
interim cash dividends based on the profitability and capital needs.
Conditions for distribution of stock dividends: Where the operating conditions are good and the
Board of Directors believes that the distribution of stock dividends inure to the overall interests of all
shareholders, it can propose a stock dividend distribution plan provided that there are sufficient cash
dividends available for distribution. Where stock dividends are used for profit distribution, there should
be 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 up
by the Board of Directors in combination with the provisions of this proposal, profitability, capital
supply and demand, and independent directors express independent opinions on the profit distribution
plan, and submit it to the general meeting for consideration and approval following proper consideration
and approval by the Board of Directors. Independent directors can ask for opinions from minority
shareholders, put forward dividend proposals, and submit it directly to the Board of Directors for
consideration and approval. Where the general meeting considers on the profit distribution plan, the
Company shall provide shareholders with online voting methods, communicate and communicate with
shareholders, especially small and medium shareholders through a plurality of channels, listen to the
opinions and appeals of small and medium shareholders, and promptly answer the concerns of small and
medium shareholders. As soon as the a resolution on the profit distribution plan is adopted at the general
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
meeting, the Board of Directors must complete the distribution of dividends (or shares) within 2 months
after the convention of general meeting. If the Company is profitable in the current year and qualifies for
cash dividends, but the Board of Directors fails to submit a profit distribution plan to the general meeting
under the established profit distribution policy, it shall give the reasons, the purpose and utilization plan
of the funds not used for dividends retained in the company in the regular report, and independent
directors will express independent opinions.
Changes in the company-specific profit distribution policy: The Company should draw up or adjust
dividend 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 the
current and future dividend return plans and protocols not to violate the following principles: when the
Company is profitable in the year and qualifies for cash dividends, the company should distribute
dividends in cash, and the profit distributed in cash must not be less than 20% of the current profit
distribution.
If it is necessary to adjust the profit distribution policy due to major changes in the external business
environment or its own business conditions, the protection of shareholders’ rights and interests should be
taken as the starting point, and the reasons should be demonstrated and explained in detail in the
proposal of the general meeting of shareholders; the adjusted profit distribution policy must not violate
the 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 of
shareholders for approval after being considered and approved by the board of directors and the board of
supervisors. Independent directors should express independent opinions on the proposal, and the general
meeting of shareholders should adopt online voting Provide conditions for public shareholders to attend
and vote in other ways. The profit distribution policy adjustment plan shall be approved by more than
Material change in the external business environment or operating conditions shall refer to: 1. Material
changes in national laws, regulations and industry policies cause a major adverse impact on the
production and operation, resulting in the operating losses; 2. Force majeure factors such as wars and
natural disasters have caused major adverse effects on the production and operation, resulting in
operating losses of the company; 4. Other matters as stipulated by the China Securities Regulatory
Commission and the stock exchange.
At the 2021 annual general meeting, held on 19 May 2022, the 2021 annual profit distribution plan
proposed by the Board of Directors was considered and approved: with total shares of 1,102,046,572
shares on the announcement date of the profit distribution plan as the base number, RMB 2.78 (with tax
included) per 10 shares was distributed to all shareholders as cash dividends. Based on this calculation,
the cash dividends proposed for distribution is RMB 306,368,947.02 (with tax included), and the
remaining undistributed profits will be rolled over to the next year. The Company will not convert any
public reserve funds into additional share capital or issue any bonus shares this year. The company
completed the distribution of the above dividends on 6 June 2022.
(2) Special note to cash dividend policy
√Applicable □Non-applicable
Whether this policy complies with the provisions of these Articles of Association √Y □N
or the requirements of the resolutions of the general meeting
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 √Y □N
fulfilled due roles?
Whether the minority shareholders have the chance to fully express their √Y □N
opinions and demands, and whether their legitimate rights and interests are fully
protected?
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
(3) If the Company earns profit during the reporting period and the parent's profit available to
shareholders 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 utilizing
undistributed profits.
□Applicable √Non-applicable
(4) Profit distribution and the circumstandes at which capital reserves are converted into
additional 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
Number of additional shares (stocks) every 10
shares
Amount of cash dividends (with tax included) 510,247,562.84
Net profit attributable to common shareholders of
public company in the consolidated statement of 1,700,131,795.33
dividend distribution year
Net profit attributable to common shareholders of
public company as a percentage in the 30.01
consolidated statement (%)
The amount at which the shares repurchased in
cash are recognized as cash dividends
Gross amount of dividends (with tax included) 510,247,562.84
Ratio of the gross amount of dividends to the net
profit attributable to ordinary shareholders of the 30.01
listed company in the consolidated statement (%)
Ⅺ.Conditions and Impact of Equity Incentive Plan, ESOP (employee stock ownership plan) or
Other Employee Incentive Measures of the Company
(1)Related incentive events have been disclosed in the provisional announcement and there is no
progress or change in subsequent implementation
□Applicable √Non-applicable
Incentives that are not disclosed in the provisional announcement or there is a progress in subsequent
implementation
Condition of equity incentives
□Applicable √Non-applicable
Other notes
□Applicable √Non-applicable
ESOP
□Applicable √Non-applicable
Other incentives
□Applicable √Non-applicable
(2)Share incentives granted by directors, supervisors and officers during the reporting period
□Applicable √Non-applicable
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
(3)During the reporting period, the evaluation mechanism for officers, as well as the condition of
establishment 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 management
system exactly as per the laws and regulations formulated by CSRC and those under the “Company Law”
and “Articles of Association”, continued to modified and specified such internal control management
system in consideration of industry-wide characteristics and its business operations, improved the
efficiency of business decisions, provided some guarantee for the legal compliance of business
operations and management and the asset safety, and promoted the steady execution of company
strategies.
Such internal control system is structurally reasonable, the internal control system framework suits
the requirements of five ministries and commissions including the Ministry of Finance and the China
Securities Regulatory Commission that internal control system should be complete, reasonable and
effective, and meets the needs of company management and development. The Company is modifying
the internal control system and making it work, has attained the anticipated objective as to internal
control, and protected the interests of the Company and all shareholders. At the 18th session of the
Fourth Board of Directors, the "Proposal on the 2022 Internal Control Evaluation Report" was
considered and passed, and the full text of the “2021 Internal Control Evaluation Report of Tuopu Group”
was disclosed on the SSE website on the same day.
Notes to significant deficiencies in internal control during the reporting period
□Applicable √Non-applicable
XIII. Management and control status of subsidiaries during the reporting period
□Applicable □Non-applicable
During the reporting period, the Company subjected its subsidiaries to total budget control and
enhanced the early warning competence by modifying the effective internal control mechanism. With an
internal control system deployed from the management level to the business level, the Company further
strengthened the ability in total risk control by performing financial data analysis on the OA and ERP
systems.
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 (Special
General Partnership) to audit its internal control and issued standard unqualified audit report. More
details are available in the “2022 Internal Control Audit Report of Ningbo Tuopu Group Co., Ltd.” as
disclosed on the SSE website on the same day (Xin Kuai Bao Zi [2023] No. ZF10439).
Whether the internal control audit report has been disclosed: Yes
Type of internal control audit report： Standard and unqualified audit report
XV. Rectification of self-examining problems in the special action as to listed company governance
Non-applicable
XVI.Others
□Applicable √Non-applicable
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
Section 5 Environmental and Social Responsibility
Ⅰ.Information about environment
Whether to establish relevant mechanisms for Yes
environmental protection
Funds invested in environmental protection during 10,487
the reporting period (unit: in RMB 10,000)
(1)Notes to the environmental protection conditions of companies and their important subsidiaries
announced by the environmental protection authority as key emission entities
√Applicable □Non-applicable
√Applicable □Non-applicable
(1)Under the "Notice of Ningbo Municipal Bureau of Ecology and Environment on printing and
handing out the list of key emission entities in Ningbo in 2022" (Yong Huan Fa (2022) No.21), as
circulated by Ningbo Municipal Bureau of Ecology and Environment on April 8, 2022, the plant
addressed at Guanhai Road, Chunxiao Street, Beilun District, Ningbo (“Guanhai Road Plant”) is
included on the list of key water environment emission entities and the list of key soil environment
supervised entities; the plant addressed at Longtanshan Rd, Beilun District, Ningbo (“Longtanshan Road
Plant”) is included on the list of key soil environment supervised entities.
(2)Under the "Notice of Ningbo Municipal Bureau of Ecology and Environment on printing and
handing out the list of key emission entities in Ningbo in 2022" (Yong Huan Fa (2022) No.21), as
circulated by Ningbo Municipal Bureau of Ecology and Environment on April 8, 2022, the
wholly-owned subsidiary plant Ningbo Tuopu Automotive Electronics Co., Ltd. (“Tuopu Automotive
Electronics”) addressed in Hangzhou Bay New Area, Ningbo, is included on the list of key soil
environment supervised entities.
(3)Under the " Notice on release of the list of key emission entities in Jinhua in 2022”, as circulated
by Jinhua Ecological Environment Bureau on March 31, 2022, Zhejiang Towin Automobile Parts Co.,
Ltd., (“Zhejiang Towin”), the wholly-owned subsidiary addressed at Wuxi County Baihuashan Industrial
Park, Jinhua, is included on the list of key water environment emission entities and the list of key soil
environment supervised entities.
(4) Under the "Notice on the list of key emission units in Sichuan in 2020 (Suining)”, as circulated
by Suining Ecological Environment Bureau on 16 March 2022, Suining Tuopu Automobile Chassis
System (formerly known as “Sichuan Maigao Automobile Parts Co., Ltd.”), the wholly-owned
subsidiary addressed at Industrial Concentration Development Zone of Anju, Suining, is included on the
list of key soil environment supervised entities.
√Applicable □Non-applicable
All plants of the Company arrange production facilities in a reasonable way, improve processes and
increase the recycling of water, and reduce the emissions of sewage, waste liquid, general solid wastes
and hazardous wastes. The automatic waste monitoring system is running normally and transmitting data
to the environment protection authority in real time, allowing environment protection authorities at all
levels to perform real-time monitoring. Each plant has set up a yard for storage of hazardous wastes in
accordance with the measures applicable to the control of hazardous wastes, taken reasonable
measures against seepage, leakage and overflowing, maintained the hazardous waste management
account 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 included
on the list of key emission entities are as follows:
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
(1) Guanhai Road Plant, Longtanshan Road Plant: diversion of rainwater and sewage, diversion of
clean water and sewage, obtain the permit for urban sewage to the drainage pipeline system, and the
emission permits granted by Ningbo Ecological Environment Bureau. The serial numbers of emission
permits are Zhelun Pai Zi No. 00767 and Zhe Lun Pai Zi No. 00398, the erial numbers of pollutant
discharge permits are: 91330200761450380T001V, 91330200761450380T004Y respectively.
Production wastewater: the production wastewater as gathered from the plant area via the pipeline
to the regulating tank of sewage treatment station are subject to neutralization, flocculation, coarse
sedimentation, air flotation, acidifying, aerobic biochemistry reaction, sedimentation and regulating.
Once acceptable to the standard, the production wastewater will be discharged to the municipal sewage
pipeline, an intelligent sewage treatment control system that can prevent any unacceptable sewage from
accessing to the municipal sewage pipeline. An automatic monitoring system is implemented in the plant
area, which allows the environmental protection authority to monitor how the sewage station operates in
the plant area.
Domestic sewage: The oily wastewater generated in the canteen is pretreated by the oil trapping
facility, and the domestic sewage is treated by the septic tank. Once acceptable to the pipeline
conveyance standard designated by Chunxiao Sewage Treatment Plant, the domestic wastewater will be
discharged to the municipal sewage pipeline system.
The above wastewater and sewage subject to the treatment process are finally discharged to
Chunxiao municipal sewage pipeline system via a drain outlet, finally to Chunxiao Sewage Treatment
plant. The normative standard applicable to sewage discharge of Chunxiao Plant: total zinc is subject to
Grade 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 Sewage
Treatment 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 by
mold 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 the
production process are identified as hazardous wastes, a yard for storage of hazardous wastes has been
set up in accordance with the national applicable provisions. The application for transfer of hazardous
wastes has been submitted in accordance with the applicable management provisions of Ningbo
Ecological Environment Bureau. And the agreements for disposal of hazardous wastes have been signed
with Ningbo Beilun Environmental Solid Waste Disposal Co., Ltd., Hangzhou Fuyang Shenneng Solid
Waste Environmental Recycling Co., Ltd., and Ningbo Zhende Environmental Technology Co., Ltd.
（2）Tuopu Automotive Electronics: 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 Zi
No.19119; obtain the emission permit granted from Hangzhou Bay New Area Ecological Environment
Bureau, serial no.:91330201MA2833A9XR001Q.
Production wastewater: the production wastewater as gathered from the plant area via the pipeline
to the regulating tank of sewage treatment station are subject to neutralization, flocculation, coarse
sedimentation, air flotation, acidifying, aerobic biochemistry reaction, sedimentation and regulating.
Once acceptable to the standard, the production wastewater will be discharged to the municipal sewage
pipeline of the Development Zone. Unacceptable sewage is prohibited from accessing to the municipal
sewage pipeline.
Domestic sewage: The oily wastewater generated in the canteen is pretreated by the oil trapping
facility, and the domestic sewage is treated by the septic tank. Once acceptable to the pipeline
conveyance standard designated by Hangzhou Bay New Area Sewage Treatment Plant, the domestic
wastewater will be discharged to the municipal sewage pipeline system.
Subject to the treatment process, one pipeline of the above wastewater and sewage is discharged via
wastewater pipeline Hangzhou Bay New Area, finally treated in the Municipal Wastewater Treatment
Plant.
The normative standard applicable to sewage discharge of Tuopu Automotive Electronics: Grade 3
standard of "Integrated Wastewater Discharge Standard" (GB8978-1996 Ammonia nitrogen and total
phosphorus are subject to the "Zhejiang Local Standard Industrial Enterprise Wastewater Nitrogen and
Phosphorus Pollutant Indirect Discharge Limits" (DB33/887-2013 ), then discharged into the municipal
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
sewage pipeline, and finally treated in the sewage treatment plant to meet the Grade 1 standard of the
"Urban Sewage Treatment Plant Pollutant Discharge Standard" (GB18918-2002) before being
discharged into the sea.
Subject to treatment, the sewage from the Hangzhou Bay plant enters the urban pipe network
standard. Actual test data of production wastewater: pH value is 7.5, COD is 76 mg/L, ammonia
nitrogen is 0.935MG/L, suspended solids is 6MG/L, petroleum is 0.13MG/L, total phosphorus is
In the plant, metal scraps, non-conforming products in production, scrap metal from mold repairs,
rubber scraps, and waste packaging are identified as general solid waste, collected, then disposed and
utilized. Waste paint slags, pickling and phosphate slags, and waste oil generated in the production
process are identified as hazardous wastes, dedicated stacking field and storehouse for hazardous wastes
are set up under the national provisions applicable to collection, packaging, storage, conveyance and
disposal of hazardous wastes, the storage registration account is created on Zhejiang Solid Wastes
Monitoring Information System, the hazardous waste transfer declaration is made on the "National Solid
Waste and Chemical Management Information System" in line with the hazardous waste control
requirements of the Environmental Protection Bureau,The agreements for disposal of hazardous wastes
were executed with Ningbo Beilun Environmental Protection Solid Waste Disposal Co., Ltd., Zhejiang
Kaikang Metal Products Co., Ltd., Ningbo Bochuan Waste Liquid Disposal Co., Ltd., Dongyang
Meichen Industry and Trade Co., Ltd., Ningbo Juxin Environmental Protection Products Co., Ltd.,
Zhejiang Lyuchen Environmental Protection Technology Co., Ltd. and Zhejiang Environmental
Protection Group Beilun Shangke Environmental Protection Technology Co., Ltd.
（3）Zhejiang Towin: diversion of rainwater and sewage, diversion of clean water and sewage,
obtain the permit for urban sewage to the drainage pipeline system, serial no.: Zhe Wu Wu Pai Zi No.
no.:91330723MA29PBM72F001U.
Production wastewater: the production wastewater as gathered from the plant area via the pipeline
to the regulating tank of sewage treatment station are subject to neutralization, flocculation, coarse
sedimentation, air flotation, acidifying, aerobic biochemistry reaction, sedimentation and regulating.
Once acceptable to the standard, the production wastewater will be discharged to the municipal sewage
pipeline of the Development Zone. An automatic monitoring system is implemented to prevent any
unacceptable sewage from accessing to the municipal sewage pipeline. The environmental protection
authorities at all levels across the nation can monitor how the sewage station operates in the plant area
and the emission indexes.
Domestic sewage: The oily wastewater generated in the canteen is pretreated by the oil trapping
facility, and the domestic sewage is treated by the septic tank. Once acceptable to the pipeline
conveyance standard designated by Wuyi NO.1 Sewage Treatment Plant, the domestic wastewater will
be discharged to the municipal sewage pipeline system.
The above wastewater and sewage subject to the treatment process are finally discharged to the
municipal sewage pipeline system of Wuyi Baihuashan Industrial Park via a drain outlet, finally to Wuyi
Sewage Treatment plant.
The normative standard applicable to sewage discharge of Zhejiang Towin: total zinc is subject to
Grade 3 standard of "Integrated Wastewater Discharge Standard" (GB8978-1996), the sewage subject to
treatment process is discharged into the municipal pipeline system. Actual data of production wastewater
test: pH value: 7.20, suspended matter: 22 mg/l, COD: 54 mg/l, biochemical oxygen demand over a
course of 5 days: 61.3 mg/l, ammonia nitrogen: 2.65 mg/l, total phosphorus: 0.63 mg/l, petroleum:
In Zhejiang Towin Plant, rubber scraps, non-conforming products in production, and scrap metal
generated 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 are
identified as hazardous wastes, a dedicated storehouse for hazardous wastes is set up under the national
provisions 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 Lion
Environmental Protection Co., Ltd. and Zhejiang Yulong Environmental Protection Technology Co.,
Ltd.
Zhejiang Towin Plant arranges production facilities in a reasonable way, improves processes and
increase the recycling of water, and reduces the emissions of sewage. The automatic waste monitoring
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
system is running normally and transmitting data to the environment protection authority in real time.
The access control facility (environmental protection authorities at the central, provincial, municipal and
county level can perform real-time monitoring) is added. The plant has set up a yard and storehouse for
hazardous wastes in accordance with the measures applicable to the control of hazardous wastes, and
maintained the hazardous waste management account and transfer form.
（4）Suining Tuopu：diversion of rainwater and sewage, diversion of clean water and sewage,
obtain the permit for urban sewage to the drainage pipeline system, and the emission permit granted
from Suining Ecological Environment Bureau of Sichuan (serial no.: 91510904071417225P001U).
Production wastewater: the production wastewater as gathered from the plant area via the pipeline
to the regulating tank of sewage treatment station are subject to neutralization, flocculation, coarse
sedimentation, air flotation, acidifying, aerobic biochemistry reaction, sedimentation and regulating.
Once acceptable to the standard, the production wastewater will be discharged to Longyanjing
Sewage Treatment Plant. An automatic monitoring system is implemented, which allows the
environmental protection authorities at all levels in Sichuan to monitor how the sewage station operates
in the plant area and the emission indexes.
The above wastewater and sewage subject to the treatment process are discharged into the
municipal sewage pipeline of Anju Industrial Concentration Development Zone, finally to Longyanjing
Sewage 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 is
discharged into the municipal pipeline system. Actual data of production wastewater test:
Total nickel <0.6mg/l, pH value: 7.3, COD: 196mg/l, ammonia nitrogen: 14.021mg/l (standard values of
five classes with respect to this project), and petroleum: 1.04mg/l.
Test data of domestic wastewater: pH value: 8, suspended matter: 102.31mg/l, COD: 324.23mg/l, all
indexes conform to the specifications.
In the plant, rubber scraps, non-conforming products in production, and scrap metal generated 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 are identified as
hazardous wastes, a dedicated yard and storehouse for hazardous wastes is set up under the national
provisions 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 applicable
management provisions of Anju Environmental Protection Bureau, and the agreements for disposal of
hazardous 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 the
recycling of water, and reduces the emissions of sewage. The automatic sewage monitoring system is
operating normally and connected to the environmental protection authority for data transmission in real
time, and the environmental protection authorities at the provincial, city and county levels can monitor it
in real time.Sichuan Maigao has been approved in the environmental protection acceptance procedure by
Suining Environmental Protection Bureau and filed for urban rainwater and sewage pipeline. Acting in
strict accordance with the national emission standards, Sichuan Maigao is committed to improving the
environment, with minor impact on the surrounding environment.The sludge, waste oil, and waste paint
slag generated from the sewage station are disposed by Sichuan Maigao and Zigong Jinlong Cement Co.,
Ltd.
protection
√Applicable □Non-applicable
All construction projects in each plant are subject to the project-specific EIA requirement and
comply with the national emission standards, approved by the environmental protection acceptance and
filed for urban rainwater and sewage pipeline. All environmental impact factors are acceptable to the
project-specific EIA requirement. Each plant is committed to improving the environment.
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
√Applicable □Non-applicable
The Company has laid down the integrated and dedicated emergency responses to environmental
contingencies, which can direct the rescue operations in case of environmental contingencies. The
Company makes announcement on Zhejiang Business Announcement Platform for Environmental
Contingencies, under the record number:330206-2022-013-L.
√Applicable □Non-applicable
The Company tests wastewater, waste gas, and noise at plant boundaries in all plants at regular
intervals every year, which are found to be acceptable under the national standards; the plan for
disposal of hazardous wastes is submitted earlier each year.
□Applicable √Non-applicable
□Applicable √Non-applicable
(一) (2)Notes to the environmental protection of the companies other than key emission entities
√Applicable □Non-applicable
√Applicable □Non-applicable
On 4 November 2022, Taizhou Tuopu Automobile Parts Co., Ltd., a wholly-owned subsidiary, was
penalized at a fine of RMB 100,000 by Linhai Branch of Taizhou Ecological Environment Bureau (Tai
Huan [Lin] Fa [2022] No. 93) for failing to affix hazardous waste identification signs in accordance with
applicable regulations. To date, the subsidiary has paid the fine and acted on rectification.
□Applicable √Non-applicable
□Applicable √Non-applicable
(3)Relevant information that benefits ecosystem protection, pollution control, and fulfillment
environmental 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, and
contributes to "carbon peaking and carbon neutrality".
(4)Measures and effects taken to reduce carbon emissions during the reporting period
Whether to take carbon reduction Yes
measures
Reduction emissions of carbon dioxide 34,453
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
equivalent (unit: in tons)
Types of carbon reduction measures
(e.g.: using clean energy to generate Use clean energy to generate electricity
electricity, using carbon reduction
technique in the production process,
developing and producing new products
that contribute to reducing carbon
emissions)
Particular notes
√Applicable □Non-applicable
In 2022, the installed photovoltaic capacity is 33.8 MW, the annual power generation will reach
efforts will be intensified to broaden the scope of distributed photovoltaic power plants, and a package
of initiatives will be taken to scale down carbon emissions and attain the goal of zero-carbon factory step
by step.
Ⅱ.Fulfillment of social responsibility
(1) Whether to disclose social responsibility report, sustainable development report or ESG report
one by one
□Applicable √Non-applicable
(2) Particulars on fulfillment of social responsibility
□Applicable √Non-applicable
Particular notes
□Applicable √Non-applicable
Ⅲ.Particulars of consolidating and expanding the deliverables of poverty alleviation, rural
revitalization and other tasks
□Applicable √Non-applicable
Particular notes
□Applicable √Non-applicable
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
Section 6 Significant Events
I. Performance of commitments
(1) Commitments made by actual controllers, shareholders, related parties, acquirers of the Company, and the Company and other related parties
making commitments during the reporting period or continuing to the reporting period
√Applicable □Non-applicable
If such
If such
Whether commitments
Whether commitments
Date and performed cannot be
Background Type of there is a cannot be
Committed by Content of commitment deadline of strictly completed
of commitment deadline for completed
commitment and timely, state
commitment performance timely, state
timely the specific
the next plan
reason
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
MECCA 1. The Company does not have, March No Yes NA NA
Commitment INTERNATIONAL and will not be directly or 2012,
intratype
related to
competition HOLDING （HK） indirectly engaged in, or by any continuous
IPO form including but not limited to
LIMITED
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
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.
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
Group and its subsidiaries.
regulations or other reasons that
are not attributable to the
Company unavoidably causes
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
other companies or economic
entities controlled by Company or
any company or economic entity
that the Company may impose
significant impact has constituted
or may potentially constitute
competition, Tuopu Group shall
have the right of first refusal as to
the trusted management
(contracting operation, leasing
operation) or acquisition in respect
of such operations that have
constituted or may potentially
constitute competition.
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.
remain in force and effect
whenever the Company and any
company controlled by the
Company are related to Tuopu
Group.
Resolve MECCA 1. The Company and its controlled March No Yes NA NA
related party INTERNATIONAL entities will do the utmost to avoid 2012,
Commitment
related to
transactions HOLDING （HK） related transactions with the issuer continuous
LIMITED and its subsidiaries.
IPO
unavoidable, both parties to the
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
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 labor services
traded in accordance with a
reasonable profit standard with a
view to ensuring fair transaction
prices.
perform the necessary procedures
in strict accordance with the
current national laws, regulations,
normative documents, the
“Articles of Association”, the
“Related Party Transaction
Control System” and other
applicable provisions, adhere to
the principles of market fairness,
fairness and openness, and define
the rights and obligations of both
parties, and maintain the fairness
and reasonableness of related party
transactions, without any
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
circumstance prejudicing the
interests of all shareholders of
Tuopu.
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.
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.
remain in force and effect
whenever the Company and its
controlled entities are related to
Tuopu Group.
other MECCA If the issuer's prospectus contains March No Yes NA NA
INTERNATIONAL any falsified records, misleading 2015,
HOLDING （HK） statements or material omissions, continuous
Commitment LIMITED which constitutes a significant and
related to substantial impact on determining
IPO whether the issuer meets the
issuance conditions as prescribed
by law, the Company will, within
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
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
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 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
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
accordance with the measurable
economic losses directly endured
by investors, elect to reconcile
with investors, mediate with
investors through third parties, or
otherwise establish investor
compensation funds to actively
indemnify the investors harmless
from and against the direct
economic losses endured therein.
The standard, scope of subjects
and sum of such indemnity shall
be subject to the final
indemnification plan prevailing in
the occurrence of the above
circumstances.
other MECCA From August 31, 2012, nothing August No Yes NA NA
INTERNATIONAL will procure Ningbo Tuopu Group 2012,
Commitment
related to HOLDING （HK） Co., Ltd. to use any raised funds continuous
LIMITED from this issuance and listing for
IPO
real estate business or real estate
enterprises.
other Ningbo Tuopu If the issuer's prospectus contains March No Yes NA NA
Group Co., Ltd. any falsified records, misleading 2015,
statements or material omissions, continuous
which constitutes a significant and
substantial impact on determining
Commitment whether the issuer meets the
related to issuance conditions as prescribed
IPO by law, the Company will, within
illegal facts, repurchase the
restricted shares that are originally
transferred, and urge the issuer to
repurchase all new shares in this
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
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
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 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
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
investors through third parties, or
otherwise establish investor
compensation funds to actively
indemnify the investors harmless
from and against the direct
economic losses endured therein.
The standard, scope of subjects
and sum of such indemnity shall
be subject to the final
indemnification plan prevailing in
the occurrence of the above
circumstances.
other Ningbo Tuopu If the company's stock price falls March No Yes NA NA
Group Co., Ltd. below its audited net assets per 2015,
share in the previous year within continuous
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
Commitment shares of the company at the end
related to of the year, if the company
IPO 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
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
regulatory authorities. The
Company further commits that
total amount of funds used to
repurchase shares must not exceed
the total sum of funds raised by its
IPO of new shares; the amount of
funds used to repurchase its shares
for stabilizing the stock price
within each period of 12 months
from the date of listing shall not be
less than RMB 50 million, and the
repurchase price must not exceed
the latest audited net asset value
per share before the announcement
of such price stability plan.
other Ningbo Tuopu From August 31, 2012, nothing August No Yes NA NA
Group Co., Ltd. will procure Ningbo Tuopu Group 2012,
Commitment
Co., Ltd. to use any raised funds continuous
related to
from this issuance and listing for
IPO
real estate business or real estate
enterprises.
Resolve Wu Jianshu 1. I and controlled entities will do March No Yes NA NA
related party the utmost to avoid related 2012,
transactions transactions with the issuer and its continuous
subsidiaries.
unavoidable, both parties to the
Commitment
transactions will strictly follow the
related to
normal business code of conduct.
IPO
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
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
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 labor services
traded in accordance with a
reasonable profit standard with a
view to ensuring fair transaction
prices.
necessary procedures in strict
accordance with the current
national laws, regulations,
normative documents, the
“Articles of Association”, the
“Related Party Transaction
Control System” and other
applicable provisions, adhere to
the principles of market fairness,
fairness and openness, and define
the rights and obligations of both
parties, and maintain the fairness
and reasonableness of related party
transactions, without any
circumstance prejudicing the
interests of all shareholders of
Tuopu.
illegally occupy the funds and any
other assets and resources of
Tuopu Group for any reason or in
any manner whatsoever, and will
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
not require Tuopu Group to
provide any form of guarantee
under any circumstances
whatsoever.
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.
remain in force and effect
whenever I and any company
controlled by I are related to
Tuopu Group.
Resolve Wu Jianshu 1. I does not have, and will not be March No Yes NA NA
intratype directly or indirectly engaged in, 2012,
competition or by any form including but not continuous
limited to holding, participating of
shares, joint venture, associate
partnership, lease, agent operation,
trust or other similar form engage
Commitment
in any operation or activity that
related to
may have constituted or
IPO
substantially constitute a current or
potential competition against the
existing and future operations of
Tuopu Group and its holding
subsidiaries. 2. For companies and
economic entities directly or
indirectly controlled by I, I will
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
procure such companies and
economic entities to perform the
obligations of avoiding
competition as contained in the
letter of commitment having
equivalent standards to I 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
Group and its subsidiaries. 3. If
any change in policies and
regulations or other reasons that
are not attributable to I
unavoidably causes other
companies or economic entities
controlled by Company/Enterprise
or any company or economic
entity that I may impose
significant impact has constituted
or may potentially constitute
competition, Tuopu Group shall
have the right of first refusal as to
the trusted management
(contracting operation, leasing
operation) or acquisition in respect
of such operations that have
constituted or may potentially
constitute competition. 4. The
above commitments are
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
unconditional, if a violation of the
above commitments inflicts any
financial loss to Tuopu Group, I
will indemnify other shareholders
or interested parties of Tuopu
Group against such losses as
comprehensive, prompt and
sufficient. 5. This letter of
commitment shall remain in force
and effect whenever I and any
company controlled by I are
related to Tuopu Group.
Other Wu Jianshu The Company will indemnify the March No Yes NA NA
investors enduring financial losses 2015,
in securities transactions due to continuous
false records, misleading
statements or material omissions in
the issuer's prospectus for this
public offering of stocks. Within
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
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
compensation funds to actively
indemnify the investors harmless
from and against the direct
economic losses endured therein.
The standard, scope of subjects
and sum of such indemnity shall
be subject to the final
indemnification plan prevailing in
the occurrence of the above
circumstances.
Commitment
related to
initial public
offering
Commitment
related to
refinancing
Commitment
related to
equity
incentives
Other
commitments
made to the
small and
medium
shareholders
of the
Company
Other
commitments
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
(2) There is an expected profit as to the assets or projects of the Company, and the reporting
period still falls in the profit expectation period, the Company states whether the assets or projects
attain the original profit expectation and gives the reason
□Attained □Not attained √Non-applicable
(3) The status of performance of commitments and its impact on the goodwill impairment test
□Applicable √Non-applicable
II. Whether there is any non-operating capital occupation by the controlling shareholder and 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 the
Accounting Firm
□Applicable √Non-applicable
V. Notes to Analysis of the Reasons and Impact of Changes in Accounting Policies, Accounting
Estimates or Corrections of Major Accounting Errors
(1) Notes to analysis of the Reasons and Impact of Changes in Accounting Policies or Accounting
Estimates
√Applicable □Non-applicable
On 30 December 2021, the Ministry of Finance released the "Interpretation No. 15 of the
Accounting Standards for Business Enterprises" (Cai Kuai [2021] No. 35, hereinafter referred to as
"Interpretation No. 15").
(1) Accounting for trial sales
“Interpretation No. 15” sets out the accounting and presentation of the sales of products or
by-products produced by company before the fixed assets reach the intended use or during the research
and development process, and further sets out that the net amount offsetting the cost of sales related
income from trial sale shall not write down the cost of fixed assets or R&D expenditure. This provision
was put into operation from 1 January 2022, and retroactive adjustments shall be made to the trial sales
that occurred from the beginning of the earliest period in which financial statements are presented to1
January 2022. The application of this provision imposes no significant impact on the company's
financial status and operating results.
(2) Identification of onerous contracts
Interpretation No. 15 sets out that the "cost of fulfilling the contract" considered by an enterprise in
deciding whether a contract constitutes a onerous contract shall include the incremental cost of fulfilling
the contract and the apportioned amount of other costs directly related to the fulfillment of the contract.
This provision will come into effect on 1 January 2022. An enterprise should implement this provision
for contracts that have not fulfilled all obligations on 1 January 2022. The cumulative impact number
will adjust the retained earnings at the beginning of the year and other related financial statement items
on the implementation date, without adjusting the comparative financial statement data in the prior
period. The implementation of this provision has no significant impact on the financial standing and
operating results of the Company.
On 30 November 2022, the Ministry of Finance released the "Interpretation No. 16 of the
Accounting Standards for Business Enterprises" (Cai Kuai [2022] No. 31, hereinafter referred to as
"Interpretation No. 16").
(1) Accounting for the income tax impact of dividends related to financial instruments classified
as equity instruments by the issuer
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
Interpretation No. 16 sets out that with respect to financial instruments classified as equity
instruments by enterprises, if the relevant dividend payments are deducted before corporate income tax
under the relevant provisions of the tax policy, the income tax impact related to the dividends should be
recognized along with the dividends payable once recognized, and the income tax impact of dividends
will be included in the current gain and loss or owner's equity items (including other comprehensive
income items) in accordance with the accounting treatment adopted in past transactions or events leading
to distributable profits.
This provision will come into effect on the date of announcement. If the relevant dividend payable
occurs between 1 January 2022 and the effective date, it will be adjusted in accordance with this
provision; if it occurs before 1 January 2022 and the relevant financial instruments have not yet been
derecognized on 1 January 2022, a retrospective adjustment shall be made. The implementation of this
provision has no significant impact on the financial standing and operating results of the Company.
(2) Accounting for the modification of cash-settled share-based payment by an enterprise to
equity-settled share-based payment
Interpretation No. 16 sets out that if an enterprise modifies the terms and conditions of cash-settled
share-based payment agreement to make it an equity-settled share-based payment, on the date of
modification (whether it occurs during or after the cooling-off period), equity-settled share-based
payments shall be measured at the fair value on the date of modification of the granted equity
instruments, and the services obtained shall be included in the capital reserve. The difference shall be
recognized as the current gain and loss.
This provision will come into effect on the date of announcement, additional relevant transactions
from 1 January 2022 to the implementation date shall be adjusted under this provision; relevant
transactions that occurred before 1 January 2022 that are not handled in accordance with this provision
shall be retrospectively adjusted, and the cumulative impact amount shall be adjusted For retained
earnings and other related items on 1 January 2022, the data in the comparative financial statements of
the previous period will not be adjusted. The implementation of this provision has no significant impact
on the financial standing and operating results of the Company.
(2) Notes to Analysis of the Reasons and Impact of the Correction of Major Accounting Errors
□Applicable √Non-applicable
(3) Communication with the Former Accounting Firm
□Applicable √Non-applicable
(4) Other Notes
□Applicable √Non-applicable
一、VI. Appointment and Dismissal of Accounting Firm
Unit：in 10,000 Yuan Currency：RMB
Current Accounting Firm
Name of domestic accounting firm BDO China Shu Lun Pan Certified Public
Accountants LLP (Special General
Partnership)
Remuneration paid to domestic accounting firm 260
Audit period of domestic accounting firm 12
Name of the certified public accountant of the domestic Yu Weiying, Tang Wei
accounting firm
Length of consecutive audit services of CPAs of domestic Yu Weiying with 2 years of service, Tang
accounting firms Wei with 3 years of service
Name Remuneration
Accounting firm responsible for BDO China Shu Lun Pan Certified Public 40
internal control audit Accountants LLP (Special General
Partnership)
Sponsor China Merchants Securities Co. Ltd NA
Notes to appointment and dismissal of accounting firm
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
√Applicable □Non-applicable
The 2021 general meeting convened by the Company on May 19, 2022 considered and passed the
“Resolution on Renewal of the Appointment of Audit Institution for 2020”, and decided to renew the
appointment of BDO China Shu Lun Pan Certified Public Accountants LLP (Special General
Partnership) as the audit institution of 2022, who will provide audit and internal control audit services of
the financial report of 2022 for the Company.
Notes to change of accounting firm during the reporting period
□Applicable √Non-applicable
VII. Circumstance of delisting risk
(1) Reasons leading to the warning for delisting risk
□Applicable √Non-applicable
(2) Proposed responses by the Company
□Applicable √Non-applicable
（3）Exposure to the risk of delisting and the reason behind it
□Applicable √Non-applicable
VIII. Events concerning bankruptcy and reorganization
□Applicable √Non-applicable
IX. Significant Lawsuits and Arbitrations
□The Company is involved in any significant lawsuits and arbitrations in the current year √The
Company is not involved in any significant lawsuits and arbitrations in the current year
X. Listed companies and their directors, supervisors, officers, controlling shareholders, and actual
controllers suspected of violations of laws and regulations and the situation of punishments and
rectifications
□Applicable √Non-applicable
XI. Notes to the Credit Standing of the Company and Its Controlling Shareholders and Actual
Controllers during the Reporting Period
□Applicable √Non-applicable
XII. Significant Related-party Transactions
(1) Related-party transactions related to daily operations
change in subsequent implementation
□Applicable √Non-applicable
change in subsequent implementation
□Applicable √Non-applicable
□Applicable √Non-applicable
(2) Related-party transactions in the acquisition or sale of assets or equity
changes in subsequent implementation
□Applicable √Non-applicable
change in subsequent implementation
□Applicable √Non-applicable
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
□Applicable √Non-applicable
reporting period shall be disclosed
□Applicable √Non-applicable
(3) Significant related-party transactions of joint external investment
changes in subsequent implementation
□Applicable √Non-applicable
changes in subsequent implementation
□Applicable √Non-applicable
□Applicable √Non-applicable
(4) Related credits and liabilities
change in subsequent implementation
□Applicable √Non-applicable
change in subsequent implementation
□Applicable √Non-applicable
□Applicable √Non-applicable
(5)Financial business between the Company and the associated financial company, the Company's
holding financial company and the related party
□Applicable √Non-applicable
(6) Other
□Applicable √Non-applicable
XIII. Major contracts and contract performance
□Applicable √Non-applicable
□Applicable √Non-applicable
□Applicable √Non-applicable
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
(2) Guarantee
√Applicable □Not applicable
√适用 □不适用
Unit：Yuan Currency：RMB
External guarantees by the Company (other than its guarantees to subsidiaries)
Relation
Date of Whether
between Whether Whether
guarantee it is a
the the the Guarantee
Guaranteed Guaranteed occurred Type of Main Collateral Counter-guarantee guarantee
Guarantor guarantor From Until guarantee guarantee overdue
party amount (date of guarantee debts (if any) situation for
and the has been is amount
agreement related
listed fulfilled overdue
execution) parties
company
Total amount of guarantees during the reporting period (other than
guarantees to subsidiaries)
Total balance of guarantees at the end of the reporting period (A)
(other than guarantees to subsidiaries)
Guarantees by the Company to its subsidiaries
Total amount of guarantees to subsidiaries during the reporting 0
period
Total balance of guarantees to subsidiaries at the end of the 99,174,400
reporting period (B)
Total amount of company guarantees (including its guarantees to subsidiaries)
Total guarantees (A+B)
Total guarantees as a percentage of the Company's net assets (%) 0.82
Including:
Amount of guarantees provided for shareholders, actual controllers 0
and their related parties (C)
Amount of debt guarantee provided directly or indirectly for the 0
guaranteed object whose asset-liability ratio exceeds 70% (D)
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
Amount of the total guarantees exceeding 50% of the net assets (E) 0
Total of the above three guarantees (C+D+E) 0
Note to unexpired guarantees that may bear joint liability for NA
repayment
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
(2) On 9 December 2021, Tuopu Photovoltaic Technology (Ningbo Hangzhou Bay New Area)
Co., Ltd., the wholly-owned sub-subsidiary, signed a loan contract with China Development
Bank Ningbo Branch, with the granted credit line at RMB 60 million, under the loan contract
number (2021)3302202101100001111. The term of this medium and long-term loan is 12
years which commences from 9 February 2021 till 9 December 2023, subject to the repayment
schedule as set out in the contract. The form of guarantee is setting the real property (located
at No. 59, Guanhai Road, Chunxiao, Beilun District, Ningbo) on mortgage, such guarantee is
provided by Ningbo Tuopu Group Co., Ltd. for the benefit of Tuopu Photovoltaic Technology
(Ningbo Hangzhou Bay New Area) Co., Ltd. As of 31 December 2022, the balance of this
medium and long-term loan is RMB 45 million, the original value and net value of the real
property on mortgage is RMB 45,324,720.72 and RMB 36,941,455.31 respectively; the
original value and net value of land on mortgage is RMB 13,070,562.81 and RMB
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
The above performance guarantees have been reviewed and approved at the 14th meeting of
the Fourth Board of Directors. More details are available in “Announcement of Tuopu Group
on Providing Performance Guarantees for Bank Loans to Wholly-owned
Sub-subsidiary”disclosed by the Company on the portal site of Shanghai Stock Exchange on
November 20, 2021. (Announcement No. 2021-079).The guarantee is continuing in 2022.
The sum of the above two guarantees (1) and (2) is RMB 99,174,400.
(3) Entrusting others to manage cash assets
(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
Structured deposits Raised funds -32,000.00 0 0
Other Conditions
□Applicable √Non-applicable
(2) Individual entrusted financial management
√Applicable □Non-applicable
Unit:10000Yuan Currency: RMB
Extent
Type of Amount Start date End date If If there is
Actua of
entruste of of of Use Expect subject any
Sour Method Annualiz l impair
d entrusted entrusted entrusted of ed Actual to entrusted
Trustee ce of of fixing ed return ment
financial financial financial financial fun returns recovery statutory financial
funds returns returns s or provisi
manage manage managem managem ds (if any) procedur managem
losses on (if
ment ment ent ent e ent plan
any)
Bank of Structur Raise
China ed 2022/6/28 d 3.80% Yes
Beilun 0 0 ed 7 0
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
Sub-branch deposits funds non-fixe
d returns
Bank of Raise Guarante
Structur
Hangzhou 2021/12/3 d ed
Beilun
ed 5,000.00 2022/3/31 3.95% 46.75 5,000.00 Yes
Sub-branch deposits
d returns
Bank of Raise Guarante
Structur
Hangzhou 2021/12/3 d ed
Beilun
ed 5,000.00 2022/3/31 3.95% 46.75 5,000.00 Yes
Sub-branch deposits
d returns
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
Other Conditions
□Applicable √Non-applicable
(3) Impairment provision for entrusted financial management
□Applicable √Non-applicable
(1) General conditions of entrusted loans
□Applicable √Non-applicable
Other conditions
□Applicable √Non-applicable
(2) Individual entrusted loans
□Applicable √Non-applicable
Other Conditions
□Applicable √Non-applicable
(3) Impairment provision for entrusted loans
□Applicable √Non-applicable
□Applicable √Non-applicable
(4) Other Significant Contracts
□Applicable √Non-applicable
XIV. Note to other major events that have a significant impact on investors' value judgments and
investment decisions
□Applicable √Non-applicable
Section 7 Changes in Shares and Shareholders
I. Condition in change of equity
(1) Condition in change of shares
During the reporting period, there was no change in connection with the total shares and equity structure
of the Company
□Applicable √Non-applicable
most recent year and the most recent period (if any)
□Applicable √Non-applicable
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
institution
□Applicable √Non-applicable
(2) Changes in restricted sale of shares
□Applicable √Non-applicable
II. Issuance of Securities and Public Listing
(1) Issuance of securities as of the reporting period
√Applicable □Non-applicable
Unit： shares Currency： RMB
Issue
price (or Shares Date
Kinds of stocks
Date of interest Shares Date of public approved of
and derivative
issuance rate issued trading for public trade
securities
upon trading closure
issuance)
Common shares
Convertible corporate bonds, separate trading of convertible bonds
Tuopu July 14, 2 100 25 millio August 12, 202 25 million
Convertible 022 n 2
Bonds
Bonds (including corporate bonds, corporate bonds, and non-financial corporate debt financing
instruments)
Other derivative securities
Notes to the issuance of securities as of the reporting period (if there are bonds applicable to different
interest rates in the period, state the reasons separately):
√Applicable □Non-applicable
The Company received the "Official Reply on Approving the Public Issuance of Convertible
Corporate Bonds by Ningbo Tuopu Group Co., Ltd." (Zheng Jian Ke Ke [2022] No. 830) issued by the
China Securities Regulatory Commission. The company is approved to publicly issue convertible
corporate bonds at a face value of RMB 2.5 billion, with a maturity term of 6 years. On 12 August 2022,
it was available for trading on the Shanghai Stock Exchange. The short name of the convertible bond is
"Tuopu Convertible Bond" and the bopnd code is "113061".
(2) Changes in the total number of capital stock of the Company and changes in the structure of
shareholders and changes in the structure of assets and liabilities
□Applicable √Non-applicable
(3)Existing employee shares
□Applicable √Non-applicable
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
III. Shareholders and actual controllers
(1) Total shareholders
Total number (accounts) of common shareholders as of the end of the 32,794
reporting period
Total number of ordinary shareholders (accounts) as of the end of the 33,057
previous month before the disclosure date of the annual report
Total number (accounts) of preferred shareholders whose voting rights NA
have been restored as of the end of the reporting period
Total number (accounts) of preferred shareholders whose voting rights NA
were restored at the end of the previous month prior to the disclosure
of this annual report
(2) Shares held by the top ten shareholders and top ten tradable shareholders (or shareholders not
subject to restricted sale) as of the end of the reporting period
Unit: Shares
Shares held by the top ten shareholders
Numb Numbe Condition of
er of r of pledge,
Increase/Decre shares shares marking or
Nature of
Name of Shareholder ase during the held at Percentage held freezing
shareholde
(Full Name) reporting the (%) subject
Status Numb rs
period end of to
of er of
the restricte
shares shares
period d sale
MECCA
INTERNATIONAL 693,68 Pledg 200,00 Foreign
HOLDING （HK） 0,000 e 0,000 corporate
LIMITED
Hong Kong
Securities Clearing 2.71 0 No Unknown
,776
Company Limited
Shanghai Ruiyang
Investment
Management Co.,
Ltd.-Ruiyang 0.94 0 No Unknown
,985
Emerging Growth
Private Placement
Investment Fund
China International
Capital Corporation 0.76 0 No Unknown
Limited.
China Construction
Bank Co., Ltd. -
Qianhai Kaiyuan
Shanghai-Hong
Kong-Shenzhen 0.73 0 No Unknown
Advantage Selection
Flexible Allocation
Hybrid Securities
Investment Fund
Wu Jianshu 0.65 0 No
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
Agricultural Bank of
China Co.,
Ltd.-Qianhai
Kaiyuan China 6,714,
Scarce Assets 146
Flexible Allocation
Hybrid Securities
Investment Fund
Industrial and
Commercial Bank of
China
Limited-Qianhai
Kaiyuan National 5,755,
Comparative 440
Advantage Flexible
Allocation Hybrid
Securities Investment
Fund
Industrial and
Commercial Bank of
China Co.,
Ltd.-Qianhai
Kaiyuan Premium 5,505,
Quality Enterprise 150
Period Hybrid
Securities Investment
Fund
Ningbo Zhuyue
Domestic
Investment 5,407,
Management Co., 630
orporate
Ltd.
Shares held by the top ten shareholders not subject to restricted sale
Number of tradable Class and number of
shares held not subject shares
Name of Shareholder
to restricted sale Number
Class
of shares
MECCA INTERNATIONAL HOLDING （HK） RMB
LIMITED 693,680,000 common
share
Hong Kong Securities Clearing Company Limited RMB
share
Shanghai Ruiyang Investment Management Co., RMB
Ltd.-Ruiyang Emerging Growth Private Placement 10,362,985 common
Investment Fund share
RMB
China International Capital Corporation Limited. 8,356,036 common 8,356,036
share
China Construction Bank Co., Ltd. - Qianhai
RMB
Kaiyuan Shanghai-Hong Kong-Shenzhen Advantage
Selection Flexible Allocation Hybrid Securities
share
Investment Fund
RMB
Wu Jianshu 7,210,308 common 7,210,308
share
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
Agricultural Bank of China Co., Ltd.-Qianhai RMB
Kaiyuan China Scarce Assets Flexible Allocation 6,714,146 common 6,714,146
Hybrid Securities Investment Fund share
Industrial and Commercial Bank of China
RMB
Limited-Qianhai Kaiyuan National Comparative
Advantage Flexible Allocation Hybrid Securities
share
Investment Fund
Industrial and Commercial Bank of China Co.,
RMB
Ltd.-Qianhai Kaiyuan Premium Quality Enterprise
share
Investment Fund
RMB
Ningbo Zhuyue Investment Management Co., Ltd. 5,407,630 common 5,407,630
share
Description of the repurchase of special accounts
NA
among the top ten shareholders
Notes to the voting rights entrusted by or to, and
NA
waived by the above shareholders
Notes to the associated relationship or concerted Among these shareholders:
action of the above shareholders
MECCA INTERNATIONAL HOLDING （HK）
LIMITED.
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 NA
held
Number of shares held by the top ten shareholders subject to restricted sale and the conditions of
restricted sales
□Applicable √Non-applicable
(3) Strategic investors or general legal persons becoming the top ten shareholders due to the
placement of new shares
□Applicable √Non-applicable
IV. Controlling Shareholder and Actual Controller
(1) Information about controlling shareholders
√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 NA
domestic and overseas listed
companies that hold or participate in
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
shares during the reporting period
Other notes NA
□Applicable √Non-applicable
□Applicable √Non-applicable
□Applicable √Non-applicable
shareholders
√Applicable □Non-applicable
(2) Actual controllers
□Applicable √Non-applicable
√Applicable □Non-applicable
Name Wu Jianshu
Nationality Hong Kong
Whether the above person has Yes
acquired the right of residence in
other countries or regions
Jobs and titles Formerly as Chairman of Ningbo Tuopu Vibration Control
System Co., Ltd., Chairman of Ningbo Tuopu Soundproof
System Co., Ltd., Chairman of Ningbo Tuopu Coupling Co.,
Ltd., Chairman of Ningbo Tuopu Automobile Special Rubber
Co., Ltd., Chairman of Ningbo Tuopu Brake System Co., Ltd.
Currently in the capacity of Chairman of MECCA
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
INTERNATIONAL HOLDING (HK) LIMITED, Chairman of
Ningbo Tuopu Group Co., Ltd.
Domestic or overseas listed NA
companies controlled by the above
person in the past 10 years
□Applicable √Non-applicable
□Applicable √Non-applicable
shareholders
□Applicable √Non-applicable
□Applicable √Non-applicable
(3) Other information about the controlling shareholder and actual controller
□Applicable √Non-applicable
V. The controlling shareholder or the first majority shareholder of the Company and its persons
acting in concert, with the accumulative number of pledged shares accounting for more than 80%
of the shares held by them
□Applicable √Non-applicable
Ⅵ.Other corporate shareholders holding more than 10% of the shares
□Applicable √Non-applicable
Ⅶ.Notes to restricted reduction of shares
□Applicable √Non-applicable
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
Ⅷ. Status of share repurchases made during the reporting period
□Applicable √Non-applicable
Section 8 Information about Preference Shares
□Applicable √Non-applicable
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
Section 9 Information of Corporate Bonds
I. Corporate bonds, debentures and non-financial corporate debt financing instruments
□Applicable √Non-applicable
II. Condition of convertible corporate bonds
√Applicable □Non-applicable
(1) Issuance of convertible bonds
√Applicable □Non-applicable
The Company received the "Official Reply on Approving the Public Issuance of Convertible
Corporate Bonds by Ningbo Tuopu Group Co., Ltd." (Zheng Jian Ke Ke [2022] No. 830) issued by the
China Securities Regulatory Commission. the Company publicly issued 25 million convertible corporate
bonds, each with a face value of RMB 100, and the total issuance amount was RMB 2.50 billion, with a
maturity term of 6 years.
BDO China Shu Lun Pan Certified Public Accountants (Special General Partnership) verified the
capital in respect of this issuance and issued the " Capital Verification Report of Ningbo Tuopu Group
Co., Ltd. " (Xin Kuai Shi Bao Zi [2022] No. ZF10923). After verification, as at 20 July 2022, the total
amount of funds raised by the Company for the purpose of this issuance is RMB 2,500,000,000. Net of
the tax-excluded issuance expenses of RMB 11,027,358.47, the actual net amount of funds raised is
RMB 2,488,972,641.53.
Subject to the consent approved by the Self-regulatory Decision [2022] No.218 Circular issued
from the Shanghai Stock Exchange, RMB 2.5 billion convertible corporate bonds will be available for
trading on the Shanghai Stock Exchange from 12 August 2022. The short name of the bond is "Tuopu
Convertible Bond" and the bond code is "113061".
(2) Bond holders and guarantors during the reporting period
√Applicable □Non-applicable
√适用 □不适用
Name of convertible corporate Tuopu Bond
bonds
Number of bond holders as at 17,535
the end of the period
Guarantor for corporate bonds
NA
The Top 10 convertible bond holders are listed below:
Number of bonds Percent of
held as at the end of bonds held
Name of bond holder
the period (in RMB) (%)
MECCA INTERNATIONAL HOLDING （HK） LIMITED 1,573,266,000 62.93
Hua Chuang Securities Co., Ltd. 45,612,000 1.82
Industrial and Commercial Bank of China Co., Ltd. - Zhonghai 32,482,000 1.30
Environmental Protection New Energy Theme Flexible
Allocation Hybrid Securities Investment Fund
Agricultural Bank of China Co., Ltd.-Qianhai Kaiyuan 28,399,000 1.14
Convertible Bond Bond-type Initiated Securities Investment
Fund
Industrial and Commercial Bank of China Limited – Golden 27,292,000 1.09
Eagle Yuanfeng Bond Securities Investment Fund
Industrial Bank Co., Ltd. - Gelin Hongjing Bond Securities 26,723,000 1.07
Investment Fund
Ping An Bank Co., Ltd. - Gelin Hongli Enhanced Bond 26,475,000 1.06
Securities Investment Fund
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
China Minsheng Bank Co., Ltd. - ICBC Credit Suisse Tianyi 24,000,000 0.96
Bond Securities Investment Fund
Zhongtai Securities Co., Ltd. 22,503,000 0.90
PSBC Wealth Management Co., Ltd. - Postal Wealth·Hongyun 21,112,000 0.84
Cycle 365-day #1
(一) (IV) Changes in convertible bonds during the reporting period
□Applicable √Non-applicable
Conversion of convertible bonds during the reporting period
□Applicable √Non-applicable
(V) Previous adjustments to the conversion price
□Applicable √Non-applicable
(VII) liabilities, changes in credit standing and cash arrangements for debt repayment in the
coming years
√Applicable □Non-applicable
The Company maintains a steady operation. As at the end of 2022, the asset-liability ratio is 55.80%
which means a good credit standing.
(VIII) Notes to other circumstances of convertible bonds
□Applicable √Non-applicable
Section 10 Financial Report
I. Audit report
√Applicable □Non-applicable
Audit report
Xin Kuai Shi Bao Zi [2023] No. ZF10438
To the shareholders of Ningbo Tuopu Group Co., Ltd.
I. Opinion
We have audited the financial statements of Ningbo Tuopu Group Co., Ltd. (hereinafter referred to as
“Tuopu Group”), including the parent company's and the consolidated balance sheet dated December 31,
consolidated cash flow statement and the parent company's and the consolidated statement of changes in
owners' equity for the year 2022 ended, as well as the notes to relevant financial statements.
In our opinion, the attached financial statements are prepared, in all material respects, in accordance with
“Accounting Standards for Business Enterprises” , which fairly reflected the consolidated and the parent
company’s financial position of Ningbo Tuopu Group Co., Ltd. as at December 31, 2022 and the
consolidated and the parent company’s operating results and cash flows for the year 2022 ended.
II. Basis for Our Opinion
We conducted our audit in accordance with the Auditing Standards for Certified Public Accountants in
China. Our responsibilities under those standards are further described in the CPA's Responsibilities for
the Audit of the Financial Statements section of our report. According to the “Code of Ethics for Chinese
Certified Public Accountants”, we are independent of Tuopu and have fulfilled our other ethical
responsibilities in accordance with the Code. We believe that the audit evidence we have obtained is
sufficient and appropriate to provide a basis for our audit opinions.
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
III. Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our
audit of the financial statements of the current period. These matters were addressed in the context of our
audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide 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 Our main audit procedures for the above key audit matters
policies for revenue recognition and related to recognition of revenue are as described below:
the analysis of revenue are available 1. Understand the internal control system in relation to revenue
in the accounting policies as referred recognition and the design and implementation of the financial
to in Note (24) of “III. Significant accounting system, and test the effectiveness of its operation;
Accounting Policies and Accounting 2. We understand and evaluate whether the revenue recognition
Estimates" and Note (39) of “V. policy of the Company is appropriate or not by reviewing sales
Notes to Items of the Consolidated contracts and interviews with management;
Financial Statements”. 3. Perform an analytical review of revenue and gross profit
In 2022, Tuopu Group’s income from based on product types and customer types, and determine
main business operations is RMB whether there are abnormal fluctuations in the amount of
Because revenue is one of the key 4. Classify sales regions, select samples from the income
performance indexes of Tuopu transactions as recorded in respect of this year, check invoices,
Group, there is an inherent risk of sales contracts, delivery orders, customs declaration forms,
management manipulating the time B/Ls and other supporting documents, and evaluate whether the
point of revenue recognition in order relevant revenue recognition complies with the revenue
to achieve specific goals or recognition accounting policies of the Company;
expectations. In this regard, we 5. Conduct cut-off test on the operating income recognized
regard Tuopu Group's revenue before and after the balance sheet date in order to evaluate
recognition as a key audit matter. whether the operating income is recognized in the appropriate
period;
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;
presented and disclosed in the financial statements.
(2) Impairment of goodwill
The details and analysis of the Our main audit procedures in respect of the above key audit
accounting policies for impairment of matters related to the impairment of goodwill are as follows:
goodwill are available in the 1. We evaluate and test the effectiveness of the design and
accounting policies as referred to in implementation of internal controls related to the goodwill
Note (19) of “III. Significant impairment test, including the adoption of key assumptions and
Accounting Policies and Accounting the review and approval of the amount of impairment provision;
Estimates" and Note (16) of “V. 2. Referring to industry practices, assess the appropriateness of
Notes to Items of the Consolidated the valuation method used by the management for cash flow
Financial Statements”. forecasts;
As of December 31, 2022, the 3. Comparing key input values such as revenue growth rate,
original book value of Tuopu Group's perpetual growth rate and cost increase with past performance,
goodwill is RMB 287,349,900, and perform prudent evaluation on the key assumptions and
the amount of provision for judgments used in preparing discounted cash flow forecasts;
impairment is RMB 78,108,300. 4. Discuss with the management and others about the
The management conducts an reasonableness of the methods used in the process of goodwill
impairment test on the goodwill impairment test, the assumptions of key assessments, the
formed by the business combination selection of parameters, the forecast of future income and the
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
at the end of each year. The result of discount rate of cash flow;
the impairment test of goodwill is 5. Conduct a retrospective review by comparing the forecast of
fixed by the estimation report of the previous year with the performance of this year to assess the
relevant asset group recoverable reliability and historical accuracy of the management's
value as prepared by the forecasting process;
management. The recoverable 6. Evaluate the competence, professionalism and objectivity of
amount of the relevant asset group is the specialists appointed by the management, and reach a
calculated and fixed by the present consensus on the content of their works;
value of the estimated future cash 7. Check if the information related to goodwill impairment has
flow. The discounted cash flow been properly presented and disclosed in the financial
forecasts are prepared by using major statements.
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.
IV. Other Information
The management of Tuopu Group(hereinafter referred to as the Management) is responsible for the
other information. The other information includes the information covered in Tuopu’s annual report for
the 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 will
not express any form of assurance conclusion thereon.
In combination with our audit of the financial statements, our responsibility is to read the other
information and, in doing so, consider whether the other information is materially inconsistent with the
financial statements or our knowledge obtained in the audit, or otherwise appears to be materially
misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of
this other information, we are required to report that fact. We have nothing to report in this regard.
V.Responsibilities of Management and Those Charged with Governance for the Financial
Statements
The Management is responsible for preparing the financial statements in accordance with the
requirements of Accounting Standards for Business Enterprises to achieve a fair presentation, and for
designing, implementing and maintaining necessary internal control to ensure that the financial
statements are free from material misstatements, whether due to frauds or errors.
In preparing the financial statements, the Management is responsible for assessing Tuopu’s ability to
continue operating, disclosing matters related to continuous operation (if applicable) and using the
hypothesis of continuous operation unless there is a plan to liquidate, terminate operations or no other
realistic 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 whole
are free from material misstatement, whether due to fraud or error, and to issue an audit report that
includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an
audit conducted in accordance with the audit standards will always detect a material misstatement when
it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the
aggregate, they could reasonably be expected to influence the economic decisions of users made on the
basis of these financial statements.
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
As part of an audit in accordance with the audit standards, we exercise professional judgment and
maintain professional skepticism throughout the audit. We also:
(1) Identify and assess the risks of material misstatement of the financial statements, whether
due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit
evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a
material misstatement resulting from fraud is higher than one resulting from error, as fraud may involve
collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
(2) Obtain an understanding of internal control relevant to the audit in order to design
appropriate audit procedures, but not for the purpose of expressing an opinion on the effectiveness of the
Company's internal control.
(3) Evaluate the appropriateness of accounting policies used and the reasonableness of
accounting estimates 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 is significant uncertainty in matters or situations that may cause major doubts about Tuopu's ability
in continuous operation. If we conclude that a material uncertainty exists, we are required to draw
attention in our audit report to the related disclosures in the financial statements or, if such disclosures
are inadequate, to modify our opinion. Our conclusions are based on the information available up to the
date of our audit report. However, future events or conditions may result in Tuopu 's inability to continue
operating.
(5) Evaluate the overall presentation (including the disclosures), structure and content of the
financial statements, and whether the financial statements fairly reflect the relevant transactions and
events.
(6) Obtain sufficient and appropriate audit evidence regarding the financial information of the
entities or business activities within Tuopu to express an opinion on the financial statements. We are
responsible for guiding, supervising and implementing the group audit, and remain solely responsible for
our audit opinion.
We have communicated with those charged with governance on such matters as the scope of audit
as planned, the schedule and material audit findings, including the defects in the internal control that are
worth paying attention to found in this audit.
We have also provided those charged with governance with a statement on observing the
professional ethics related to independence, and communicated with those charged with governance on
all the relationships and other matters that might be reasonably deemed to affect our independence, and
relevant preventative measures (if applicable).
From the matters communicated with those charged with governance, we determine those matters
that were of most significance in the audit of the financial statements of the current period and are
therefore the key audit matters. We describe these matters in our audit report unless law or regulation
precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that
a matter should not be communicated in our report because the adverse consequences of doing so would
reasonably be expected to outweigh the public interest benefits of such communication.
BDO China Shu Lun Pan Certified Public Accountants LLP Chinese CPA: Yu Weiying
(Special General Partnership) (Project partner)
Chinese CPA: Tang Wei
Shanghai, China Date: 17 April 2023
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
II. Financial Statements
Consolidated Balance Sheet
As of 31 December 2022
Prepared by: Ningbo Tuopu Group Co., Ltd.
Unit:Yuan Currency:RMB
Item 2December 31, 2022 December 31, 2021
Note
Current assets:
Cash and Bank Balances Ⅶ、1 2,795,531,830.43 1,271,450,147.37
Deposit Reservation for
Balance
Loans to Banks and Other
Financial Institutions
Trading Financial Assets Ⅶ、2 954,888.48 321,507,846.86
Derivative Financial Assets
Notes receivable Ⅶ、4 410,801,964.08 364,139,072.40
Accounts receivable Ⅶ、5 4,347,460,987.76 3,168,220,804.95
Receivables Financing Ⅶ、6 1,157,514,623.70 972,493,168.64
Prepayments Ⅶ、7 117,134,585.39 84,489,104.36
Premium Receivable
Reinsurance Accounts
Receivable
Reinsurance Contract
Reserves Receivable
Other Receivables Ⅶ、8 140,748,361.64 44,679,367.27
Including: interest receivable
Dividends Receivable 3,719,979.84
Buying Back the Sale of
Financial Assets
Inventory Ⅶ、9 3,255,860,915.66 2,296,983,843.07
Contract Assets
Holding for-sale assets
Non-current Assets Due
within 1
Year
Other Current Assets Ⅶ、13 208,497,764.18 266,187,079.91
Subtotal of Current Assets 12,434,505,921.32 8,790,150,434.83
Non-current Assets:
Granting of loans and
advances
Investment in Creditor's
Rights
Investment in Other
Creditor's Rights
Long-term Receivables
Long-term Equity Investment Ⅶ、17 141,704,726.21 129,477,775.53
Investment in Other Equity
Instruments
Other Non-current Financial
Assets
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
Investment Property Ⅶ、20 25,126,095.85 29,929,216.74
Fixed Assets Ⅶ、21 8,725,700,134.49 5,831,567,302.57
Projects under Construction Ⅶ、22 3,553,833,187.91 1,990,647,471.76
Productive Biological Assets
Oil and gas assets
Right-of-use Assets Ⅶ、25 89,083,423.67 58,788,393.16
Intangible Assets Ⅶ、26 1,227,723,584.59 855,105,073.23
Development Expenditure
Goodwill Ⅶ、28 209,241,595.49 208,676,584.61
Long-term unamortized Ⅶ、29 157,573,682.61 95,018,634.21
expenses
Deferred Income Tax Assets Ⅶ、30 191,559,722.76 135,100,879.84
Other Non-current Assets Ⅶ、31 754,078,748.57 558,231,000.78
Total Non-current Assets 15,075,624,902.15 9,892,542,332.43
Total Assets 27,510,130,823.47 18,682,692,767.26
Current Liabilities:
Short-term loan Ⅶ、32 1,132,536,757.84 1,214,591,106.66
Borrowings from the Central
Bank
Borrowings from Banks and
Other Financial Institutions
Transactional financial
liabilities
Derivative Financial
Liabilities
Notes Payable Ⅶ、35 2,986,683,115.16 2,333,423,633.37
Accounts Payable Ⅶ、36 4,828,236,418.41 3,225,754,064.50
Received Prepayments
Contract liabilities Ⅶ、38 22,053,112.07 22,575,563.28
Financial Assets Sold for
Repurchase
Deposit Taking and Interbank
Deposit
Receiving from Vicariously
Traded Securities
Receiving from Vicariously
Sold Securities
Payroll payable Ⅶ、39 268,698,963.77 193,766,884.51
Tax Payable Ⅶ、40 170,226,721.86 148,102,445.81
Other Payables Ⅶ、41 22,729,867.88 15,363,015.51
Including: interest payable 2,342,465.75
Dividends Payable
Service Charge and
Commission Payable
Reinsurance Accounts
Payable
Holding for-sale liabilities
Non-current Liabilities Due Ⅶ、43 23,450,209.53 19,018,076.84
within 1 Year
Other Current Liabilities Ⅶ、44 166,036,174.17 193,908,274.06
Subtotal of Current
Liabilities
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
Non-current Liabilities:
Insurance Contract Reserves
Long-term loan Ⅶ、45 2,825,000,000.00 310,000,000.00
Bonds Payable 2,357,411,642.30
Including: Preferred Stocks
Perpetual Bonds
Lease Liabilities 67,084,816.51 40,685,114.26
Long-term Payables
Long-term payroll payable
Expected Liabilities
Deferred Income Ⅶ、51 367,153,765.44 269,329,507.52
Deferred Income Tax Ⅶ、30 112,925,117.20 75,749,671.63
Liabilities
Other Non-current Liabilities
Total Non-current
Liabilities
Total Liabilities 15,350,226,682.14 8,062,267,357.95
Owners’ Equity (or Shareholders' Equity):
Paid-in capital (or share Ⅶ、53 1,102,046,572.00 1,102,046,572.00
Capital)
Other Equity Instruments Ⅶ、54 143,214,233.30
Including: Preferred Stocks
Perpetual Bonds
Capital Reserves Ⅶ、55 5,340,798,886.81 5,340,798,886.81
Less: Treasury Share
Other Comprehensive Ⅶ、57 -21,343,831.86 -24,978,896.47
Incomes
Special Reserves
Surplus Reserves Ⅶ、59 631,484,906.94 543,809,467.58
General Risk Reserves
Undistributed Profits Ⅶ、60 4,933,178,573.10 3,627,091,164.15
Total Shareholders' Equity
Attributable to the Parent 12,129,379,340.29 10,588,767,194.07
Company
Minority Shareholders'
Equity
Total Shareholders' Equity 12,159,904,141.33 10,620,425,409.31
Total Liabilities and
Shareholders' Equity
Legal Representative: Wu Jianshu Accounting Work Officer: Hong Tieyang Accounting Institution
Officer: Hong Tieyang
Balance Sheet of the Parent Company
As of 31 December 2022
Prepared by: Ningbo Tuopu Group Co., Ltd.
Unit: Yuan Currency:RMB
Item Note December 31, 2022 December 31, 2021
Current Assets:
Cash and Bank Balances 1,284,945,846.63 495,802,119.38
Trading Financial Assets 320,000,000.00
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
Derivative Financial Assets
Notes receivable
Accounts receivable XVII、1 2,297,269,083.20 1,778,649,685.56
Receivables Financing 144,939,077.24 248,682,850.00
Prepayments 77,638,963.69 46,040,551.32
Other Receivables XVII、2 229,141,399.78 136,297,080.46
Including: interest receivable
Dividends Receivable 3,719,979.84
Inventory 957,961,047.03 827,202,417.23
Contract Assets
Holding for-sale assets
Non-current Assets Due
within 1 Year
Other Current Assets
Subtotal of Current Assets 4,991,895,417.57 3,852,674,703.95
Non-current Assets:
Investment in Creditor's
Rights
Investment in Other
Creditor's Rights
Long-term Receivables
Long-term Equity Investment XVII、3 10,971,501,286.58 6,970,931,120.31
Investment in Other Equity
Instruments
Other Non-current Financial
Assets
Investment Property 25,126,095.85 29,929,216.74
Fixed Assets 2,365,475,521.30 2,351,941,233.80
Projects under Construction 346,048,327.78 236,446,945.07
Productive Biological Assets
Oil and gas assets
Right-of-use Assets
Intangible Assets 284,237,623.81 253,862,756.23
Development Expenditure
Goodwill
Long-term unamortized
expenses
Deferred Income Tax Assets 46,914,435.70 38,776,770.35
Other Non-current Assets 85,008,025.51 84,846,194.82
Total Non-current Assets 14,144,306,589.04 9,985,333,410.56
Total Assets 19,136,202,006.61 13,838,008,114.51
Current Liabilities:
Short-term loan 499,962,135.61 800,806,666.66
Transactional financial
liabilities
Derivative Financial
Liabilities
Notes Payable 583,212,539.50 531,091,664.57
Accounts Payable 1,497,847,166.32 1,417,930,187.52
Received Prepayments
Contract liabilities 1,362,904.31 988,691.79
Payroll payable 92,793,014.53 73,996,046.73
Tax Payable 44,282,203.95 69,719,441.49
Other Payables 6,768,604.13 5,080,317.49
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
Including: interest payable 2,342,465.75
Dividends Payable
Holding for-sale liabilities
Non-current Liabilities Due
within 1 Year
Other Current Liabilities 60,409,522.56 192,538,221.24
Subtotal of Current
Liabilities
Non-current Liabilities:
Long-term loan 2,780,000,000.00 300,000,000.00
Bonds Payable 2,357,411,642.30
Including: Preferred Stocks
Perpetual Bonds
Lease Liabilities
Long-term Payables
Long-term payroll payable
Expected Liabilities
Deferred Income 99,343,459.89 74,925,064.60
Deferred Income Tax
Liabilities
Other Non-current Liabilities
Subtotal of Non-current
Liabilities
Total Liabilities 8,105,999,131.38 3,521,404,919.17
Owners’ Equity (or Shareholders' Equity):
Paid-in Capital (or Share
Capital)
Other Equity Instruments 143,214,233.30
Including: Preferred Stocks
Perpetual Bonds
Capital Reserves 5,340,798,886.81 5,340,798,886.81
Less: Treasury Share
Other Comprehensive
Incomes
Special Reserves
Surplus Reserves 631,484,906.94 543,809,467.58
Undistributed Profits 3,812,658,276.18 3,329,948,268.95
Total Owners’ Equity (or
Shareholders' Equity)
Total Liabilities and
Owners’ Equity (or 19,136,202,006.61 13,838,008,114.51
Shareholders' Equity)
Legal Representative: Wu Jianshu Accounting Work Officer: Hong Tieyang Accounting Institution
Officer:Hong Tieyang
Consolidated Income Statement
For the Period from January 2022 to December 2022
Unit: Yuan Currency: RMB
Item Note 2022 2021
I. Total Operating Revenue 15,992,821,677.50 11,462,693,679.86
Including: Operating Revenue VII、61 15,992,821,677.50 11,462,693,679.86
Interest Income
Earned Premiums
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
Service Charge and
Commission Income
II. Total Operating Cost 14,012,525,037.88 10,244,907,294.48
Including: Operating Cost VII、61 12,535,999,713.52 9,184,077,297.76
Interest Expenditures
Service Charge and
Commission Expenses
Surrender Value
Net Claims Paid
Net Amount of Withdrawn
Reserve for Insurance Liability
Contract
Policyholder Dividend
Expense
Reinsurance Cost
Taxes and Surcharges VII、62 94,289,020.85 70,224,214.79
Sales Expenses VII、63 220,240,238.99 157,043,325.10
Administration expenses VII、64 423,280,764.94 295,450,552.98
Research and development VII、65 750,718,588.09 502,493,456.38
expense
Financial Expenses VII、66 -12,003,288.51 35,618,447.47
Including: interest expenses 135,057,511.74 22,173,845.92
Interest Income 35,832,053.75 23,748,186.60
Add: Other income VII、67 62,494,498.92 35,952,112.57
Investment Income (Mark"-" VII、68 39,131,881.78 35,465,407.66
for Loss)
Including: Investment Income
from Affiliates and Joint Ventures
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 VII、70 -552,958.38 252,506.50
value (losses marked with "-")
Credit Impairment Losses VII、71 -71,304,017.89 -75,923,630.95
(Mark"-" for Loss)
VII、72
Asset Impairment Losses -32,291,487.20 -69,095,096.13
(Mark"-" for Loss)
Asset Disposal Income VII、73 -24,682.27 195,282.02
(Mark"-" for Loss)
III. Operating Profit (Mark"-" for
Loss)
Add: Non-operating Revenues VII、74 6,180,024.18 8,055,283.76
Less: Non-operating Expenses VII、75 24,018,137.53 6,415,200.41
IV. Total Profit (Mark"-" for Total
Loss)
Less: Income Tax Expense VII、76 260,945,038.07 128,441,109.88
V. Net Profit (Mark"-" for Net Loss) 1,698,966,723.16 1,017,831,940.52
(1) Classified by operation continuity
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
(Mark"-" for Net Loss)
Operation (Mark"-" for Net Loss)
(2). Classified by the attribution of ownership
Shareholders of Parent Company
-1,165,072.17 578,248.75
and Loss
VI. Net Amount of Other
Comprehensive Incomes after Tax
(1) Net Amount of Other
Comprehensive Incomes after Tax
Attributable to the Parent Company's
Owner
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
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 3,635,064.61 -4,347,227.73
(7) Others
(2) Net Amount of Other
Comprehensive Incomes After Tax 31,657.97 -6,485.72
Attributable to Minority Shareholders
VII. Total Comprehensive Income 1,702,633,445.74 1,013,478,227.07
(1) Total Comprehensive Income
Attributable to the Parent Company's 1,703,766,859.94 1,012,906,464.04
Owner
(2) Total Comprehensive Income
-1,133,414.20 571,763.03
Attributable to Minority Shareholders
VIII. Earnings per Share:
(1) Basic Earnings per Share 1.54 0.93
(2) Diluted Earnings per Share 1.54 0.93
If there is a business combination under the same control in the current period, the net profit earned by
the combined party before the combination is: RMB 0, and the net profit earned by the combined party
in the previous period is: RMB 0.
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
Legal Representative: Wu Jianshu Accounting Work Officer: Hong Tieyang Accounting Institution
Officer:Hong Tieyang
Income Statement of the Parent Company
For the Period from January 2022 to December 2022
Unit:Yuan Currency:RMB
Item Note 2022 2021
I. Operating Revenue XVII、4 7,076,547,178.31 5,953,933,512.30
Less: Operating Cost XVII、4 5,389,017,319.94 4,689,682,162.26
Taxes and Surcharges 41,571,254.40 35,012,834.25
Sales Expenses 12,320,324.81 8,181,542.00
Administration expenses 169,649,690.80 138,293,024.79
Research and development
expense
Financial Expenses 94,051,050.65 1,617,645.39
Including: interest expenses 113,911,492.01 16,038,069.45
Interest Income 18,926,305.18 17,786,838.32
Add: Other income 23,513,606.06 12,194,311.65
Investment Income (Mark"-" XVII、5 39,131,881.78 35,465,407.66
for Loss)
Including: Investment Income
from Affiliates and Joint Ventures
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
-26,244,459.58 -24,390,573.22
in "-")
Asset Impairment Losses (loss
-9,499,238.85 -8,494,568.12
in "-")
Asset Disposal Income (loss in
-80,595.44 941,236.12
"-")
II. Operating Profit (loss in "-") 962,224,241.77 762,676,127.62
Add: Non-operating Revenues 1,152,149.76 1,576,264.30
Less: Non-operating Expenses 2,851,919.84 2,296,967.69
III. Total Profit (total loss in “-“) 960,524,471.69 761,955,424.23
Less: Income Tax Expense 83,770,078.08 71,557,056.98
IV. Net Profit (Mark for Net Loss) 876,754,393.61 690,398,367.25
(I) Net Profit as a Going Concern
(net loss in “-“)
(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
defined benefit plan
that cannot be transferred to P/L under
the equity method
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
investment in other equity instruments
credit risk of the enterprise
(2) Other comprehensive income
that will be reclassified as P/L
that can be transferred to P/L under the
equity method
investment in other creditor's rights
into other comprehensive income
impairment of investment in other
creditor's rights
VI. Total Comprehensive Income 876,754,393.61 690,398,367.25
VII. Earnings per Share:
(I) Basic Earnings per Share 0.80 0.63
(II) Diluted Earnings per Share 0.80 0.63
Legal Representative: Wu Jianshu Accounting Work Officer: Hong Tieyang Accounting Institution
Officer:Hong Tieyang
Consolidated Cash Flow Statement
For the Period from January 2022 to December 2022
Unit：Yuan Currency：RMB
Item Note 2022 2021
I. Cash Flow Generated by Operational Activities:
Cash from Sales of
Merchandise and Provision of 16,122,523,754.96 12,258,008,436.31
Services
Net Increase in Customer's
Bank Deposits and Interbank
Deposits
Net Increase in Borrowings
from the Central Bank
Net Increase in Borrowings
from Other Financial Institutions
Cash Arising from Receiving
Premiums for the Original
Insurance Contract
Net Amount Arising from
Reinsurance Business
Net Increase in Deposits and
Investments from Policyholders
Cash Arising from Interests,
Service Charges and Commissions
Net Increase in Borrowings
from Banks and Other Financial
Institutions
Net Increase in Repurchase
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
Business Funds
Net Amount of Cash Received
from the Vicariously Traded
Securities
Tax Refund 840,256,007.57 308,679,642.97
Other Received Cashes Related VII、78
to Operational Activities
Subtotal of cash inflow from
operational activities
Cash Paid for Merchandise and
Services
Net Increase in Loans and
Advances to Customers
Net Increase in Deposits with
Central Bank and Other Financial
Institutions
Cash Paid for Original
Insurance Contract Claims
Net increase of funds lent
Cash Paid for Interests, Service
Charges and Commissions
Cash Paid for Policy Dividends
Cash Paid to and for Employees 1,997,897,842.15 1,292,836,037.31
Cash Paid for Taxes and
Surcharges
Other Paid Cashes Related to VII、78 700,097,882.31 439,986,972.71
Operational Activities
Subtotal of cash outflow
from operational activities
Net cash flow generated
by operating activities
II. Cash Flow from Investment Activities:
Cash Arising from Disposal of
Investments
Cash Arising from Investment
Incomes
Net Cash Arising from Disposal
of Fixed Assets, Intangible Assets 22,543,846.20 51,659,857.46
and Other Long-term Assets
Net Cash Arising from Disposal
of Subsidiaries and Other
Business Units
Other Received Cashes Related VII、78
to Investment Activities
Subtotal of cash inflow from
investment activities
Cash Paid for Purchase and
Construction of Fixed Assets,
Intangible Assets and Other
Long-term Assets
Cash Paid for Investments 540,000,000.00 1,770,000,000.00
Net Increase in Pledge Loans
Net Cash Paid for Acquisition
of Subsidiaries and Other
Business Units
Other Paid Cashes Related to VII、78 63,300,000.00
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
Investment Activities
Subtotal of Cash Outflow
from Investment Activities
Net amount of cash flow
-5,105,820,338.36 -3,736,424,732.92
generated by investment activities
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 6,802,086,141.53 2,179,755,470.00
Other Received Cashes Related VII、78
to Financing Activities
Subtotal of cash inflow from
financing activities
Cash Paid for Debts Repayment 1,879,970,540.00 1,056,449,918.89
Cash Paid for Distribution of
Dividends and Profits or Payment 396,583,649.33 207,000,683.79
of Interests
Including: Dividends and
Profits Paid to Minority
Shareholders by Subsidiaries
Other Paid Cashes Related to VII、78 398,382,979.85 72,162,183.51
Financing Activities
Subtotal of cash outflow
from financing activities
Net cash flow generated
by financing activities
IV. Impact of Fluctuation in
Exchange Rate on Cash and -408,560.09 -13,149,022.08
Cash Equivalents
V. Net Increase in Cash and
Cash Equivalents
Add: Cash and Cash
Equivalents at the 935,672,390.98 674,866,422.08
Commencement of the Period
VI. Cash and Cash Equivalents
at the End of the Period
Legal Representative: Wu Jianshu Accounting Work Officer: Hong Tieyang Accounting Institution
Officer: Hong Tieyang
Cash Flow Statement of the Parent Company
For the Period from January 2022 to December 2022
Unit:Yuan Currency:RMB
Item Note 2022 2021
I. Cash Flow Generated by Operational Activities:
Cash from Sales of
Merchandise and Provision of 5,590,419,037.59 5,102,705,556.30
Services
Tax Refund
Other Received Cashes Related
to Operational Activities
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
Subtotal of cash inflow from
operational activities
Cash Paid for Merchandise and
Services
Cash Paid to and for Employees 701,624,412.42 541,182,194.28
Cash Paid for Taxes and
Surcharges
Other Paid Cashes Related to
Operational Activities
Subtotal of cash outflow
from operational activities
Net cash flow generated by
operating activities
II. Cash Flow from Investment Activities:
Cash Arising from Disposal of
Investments
Cash Arising from Investment
Incomes
Net Cash Arising from Disposal
of Fixed Assets, Intangible Assets 79,325,016.86 24,383,813.88
and Other Long-term Assets
Net Cash Arising from Disposal
of Subsidiaries and Other
Business Units
Other Received Cashes Related
to Investment Activities
Subtotal of cash inflow from
investment activities
Cash Paid for Purchase and
Construction of Fixed Assets,
Intangible Assets and Other
Long-term Assets
Cash Paid for Investments 4,521,316,112.52 4,689,974,384.30
Net Cash Paid for Acquisition
of Subsidiaries and Other
Business Units
Other Paid Cashes Related to
Investment Activities
Subtotal of Cash Outflow
from Investment Activities
Net amount of cash flow
-4,207,420,839.60 -3,615,526,656.43
generated by investment activities
III. Cash Flow from Financing Activities:
Cash Arising from Absorbing
Investments
Cash Arising from Borrowings 6,018,972,641.53 1,250,000,000.00
Other Received Cashes Related
to Financing Activities
Subtotal of cash inflow from
financing activities
Cash Paid for Debts Repayment 1,350,500,000.00 550,378,888.89
Cash Paid for Distribution of
Dividends and Profits or Payment 381,356,170.27 204,783,413.17
of Interest
Other Paid Cashes Related to
Financing Activities
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
Subtotal of cash outflow
from financing activities
Net cash flow generated by
financing activities
IV. Impact of Fluctuation in
Exchange Rate on Cash and -127,226.65
Cash Equivalents
V. Net Increase in Cash and
Cash Equivalents
Add: Cash and Cash
Equivalents at the 495,802,119.38 191,701,837.06
Commencement of the Period
VI. Cash and Cash Equivalents
at the End of the Period
Legal Representative: Wu Jianshu Accounting Work Officer: Hong Tieyang Accounting Institution
Officer: Hong Tieyang
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
Consolidated Statement of Changes in Owners' Equity
For the Period from January 2022 to December 2022
Unit:Yuan Currency:RMB
Shareholders' Equity Attributable to the Parent Company's Owner
Minority
Paid-in Other Equity Instruments Total
Item Capita Less: Other Specia General Sharehol
Capital Surplus Undistrib Sharehol
l Treasu Comprehen l Risk Subtot ders
(or Preferr Reserve uted Others der s'
Perpetual Other al 'Equity
ed Reser ry sive Reserv Reserve Equity
Share Bonds s s Profits
Stocks ves Shares Incomes es s
Capital)
I. Balance at the End 10,58
of Last Year 1,102,04 -24,978,89 543,809, 3,627,09 8,767, 31,658,2 10,620,42
Add: Changes in
Accounting Policies
Correction of
Errors in the
Previous Period
Consolidated
under the Same
Control
Others
II. Balance at the 10,58
Start of This Year 1,102,04 -24,978,89 543,809, 3,627,09 8,767, 31,658,2 10,620,42
III. Increases or
Decreases in This 3,635,064.6 87,675,4 1,306,08 -1,133,41 1,539,478
Period (Decreases in 1 39.36 7,408.95 4.20 ,732.02
"-")
(I) Total
Comprehensive 766,8
Income
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
(II) Shareholders'
Contribution and
Reduction in Capital
invested by the
owner
by Holders of Other
Equity Instruments
Share-based
Payments
Recorded into
Shareholders'
Equity
(III) Profit -306,3
Distribution 68,94
Surplus Reserves 39.36 39.36
General Risk
Reserves
-306,368, -306,368,
Owners (or 68,94
Shareholders) 7.02
(IV) Internal
Carry-forward of
Shareholders' Equity
Transferred into
Capital (or Share
Capital)
Transferred into
Capital (or Share
Capital)
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
Covering Losses
retained earnings of
the variation of the
defined benefit plan
Carry-forward
Retained Earnings
of the
Comprehensive
Income
(V) Special
Reserves
this period
period
(VI) Others 143,2 143,2
IV. Balance at the 12,12
End of This Period 1,102,04 -21,343,83 631,484, 4,933,17 9,379, 30,524,8 12,159,90
Shareholders' Equity Attributable to the Parent Company's Owner
Other Minority Total
Capita Less: Gener
Item Paid-in l Comp Surplus Undistr Sharehol Sharehol
Trea al ibuted ders' ders'
Capital (Or rehens Special Subtot
Perpet sury Reserve Risk Others Equity Equity
Share Preferred Reserv ive Reserve al
ual Shar Reserv Profits
Capital) Stocks Others es Incom s s
Bonds
e es
es
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
I. Balance at the End 3,409,4 -20,63 2,868,4 7,786,
of Last Year 39,863. 1,668. 29,319. 994,89
Add: Changes in
Accounting Policies
Correction of
Errors in the
Previous Period
Consolidated
under the Same
Control
Others
II. Balance at the 3,409,4 -20,63 2,868,4 7,786,
Start of This Year 39,863. 1,668. 29,319. 994,89
III. Increases or
Decreases in This 47,058,823 -4,347, 69,039,8 758,661 571,763. 2,802,34
Period (Decreases in .00 227.73 36.72 ,844.67 03 4,063.43
“-“)
(I) Total
-4,347, 1,012,90
Comprehensive 53,691. 906,46
Income
(II) Shareholders' 1,931,3 1,978,
Contribution and 59,023. 417,84
.00 03 9,609.77
Reduction in Capital 74 6.74
invested by the 59,023. 417,84
.00 03 9,609.77
owner 74 6.74
by Holders of Other
Equity Instruments
Share-based
Payments Recorded
into Shareholders'
Equity
(III) Profit 69,039,8 -258,59 -189,5 -189,552
Distribution 36.72 1,847.1 52,010 ,010.38
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
Surplus Reserves 36.72 836.72
General Risk
Reserves
-189,552
Owners (or 2,010.3 52,010
,010.38
Shareholders) 8 .38
(IV) Internal
Carry-forward of
Shareholders' Equity
Transferred into
Capital (or Share
Capital)
Transferred into
Capital (or Share
Capital)
Covering Losses
retained earnings of
the variation of the
defined benefit plan
Carry-forward
Retained Earnings of
the
Comprehensive
Income
(V) Special
Reserves
period
(VI) Others
IV. Balance at the 1,102,046, 5,340,7 -24,97 543,809, 3,627,0 10,588 31,658,2 10,620,4
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
End of This Period 572.00 98,886. 8,896. 467.58 91,164. ,767,1 15.24 25,409.3
Legal Representative: Wu Jianshu Accounting Work Officer: Hong Tieyang Accounting Institution Officer: Hong Tieyang
Statement of Changes in Owners' Equity of the Parent Company
For the Period from January 2022 to December 2022
Unit:Yuan Currency:RMB
Other Equity Instruments Other
Less: Comp Specia
Paid-in Capital Prefer Total
Item Perpet Capital Treasu rehens l Surplus Undistributed
(or Share red Shareholders'
ual Others Reserves ry ive Reser Reserves Profits
Capital) Stock Equity
Bonds Share Incom ves
s es
I. Balance at the End of Last 1,102,046,572.0 5,340,798,886.8 3,329,948,268.9
Year 0 1 5
Add: Changes in Accounting
Policies
Correction of Errors in
the Previous Period
Others
II. Balance at the Start of This 1,102,046,572.0 5,340,798,886.8 3,329,948,268.9
Year 0 1 5
III. Increases or Decreases in 143,2
This Period (Decreases in “-“) 14,23 87,675,439.36 482,710,007.23 713,599,679.89
(1) Total comprehensive
income
II) Shareholders' Contribution
and Reduction in Capital
the owner
of Other Equity Instruments
Payments Recorded into
Shareholders' Equity
(III) Profit Distribution 87,675,439.36 -394,044,386.38 -306,368,947.02
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
Reserves
-306,368,947.02 -306,368,947.02
Shareholders)
(IV) Internal Carry-forward of
Shareholders' Equity
Transferred into Capital (or
Share Capital)
Transferred into Capital (or
Share Capital)
Losses
earnings of the variation of the
defined benefit plan
Retained Earnings of the
Comprehensive Income
(V) Special Reserves
(VI) Others 143,2
IV. Balance at the End of This 143,2
Period 14,23 631,484,906.94 11,030,202,875.23
Other Equity Instruments Other
Less: Specia Total
Paid-in Capital Prefer Comp
Item Perpet Capital Treasu l Undistributed
(Or Share red rehens Surplus Shareholders'
ual Others Reserves ry Reser Profits
Capital) Stock Reserves
Bonds Share ive ves
s Equity
Incom
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
es
I. Balance at the End of Last 1,054,987,749.0 3,409,439,863.0 2,898,141,748.8
Year 0 7 0
Add: Changes in Accounting
Policies
Correction of Errors in
the Previous Period
Others
II. Balance at the Start of This 1,054,987,749.0 3,409,439,863.0 2,898,141,748.8
Year 0 7 0
III. Increases or Decreases in
This Period (Decreases in 47,058,823.00 69,039,836.72 431,806,520.15 2,479,264,203.61
“-“)
(I) Total Comprehensive
Income
(II) Shareholders'
Contribution and Reduction 47,058,823.00 1,978,417,846.74
in Capital
the owner 4
Holders of Other Equity
Instruments
Payments Recorded into
Shareholders' Equity
(III) Profit Distribution 69,039,836.72 -258,591,847.10 -189,552,010.38
Reserves
-189,552,010.38 -189,552,010.38
Shareholders)
(IV) Internal Carry-forward
of Shareholders' Equity
Transferred into Capital (or
Share Capital)
Transferred into Capital (or
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
Share Capital)
Losses
earnings of the variation of
the defined benefit plan
Retained Earnings of the
Comprehensive Income
(V) Special Reserves
(VI) Others
IV. Balance at the End of 1,102,046,572.0 5,340,798,886.8 3,329,948,268.9
This Period 0 1 5
Legal Representative: Wu Jianshu Accounting Work Officer: Hong Tieyang Accounting Institution Officer: Hong Tieyang
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
III. Basic Information about the Company
√Applicable □Non-applicable
Ningbo Tuopu Group Co., Ltd. (hereinafter referred to as "Company" or "The Company"), a
company limited by shares changed from Ningbo Tuopu Brake System Co., Ltd., incorporated by
MECCA INTERNATIONAL HOLDING （ HK ） LIMITED, Ningbo Jinlun Equity Investment
Partnership (Limited Partnership) and Ningbo Jinrun Equity Investment Partnership (Limited
Partnership), holder of the Corporate Business License (Registration No.: 91330200761450380T), listed
on Shanghai Stock Exchange (SSE) in March 2015, is specialized in manufacturing - automobile
manufacturing.
As of December 31, 2022, the Company has issued a total of 1,102,046,572 shares, with a
registered capital of RMB 1,102,046,572 million, registered address: 268 Yuwangshan Road, Daqi
Street, Beilun District, Ningbo, Zhejiang, headquartered in 268 Yuwangshan Road, Daqi Street, Beilun
District, Ningbo, Zhejiang, is engaged in R&D, production and sales of automobile parts. MECCA
INTERNATIONAL HOLDING （HK） LIMITED is the parent company of the Company is, and Wu
Jianshu is the actual controller of the Company.
This financial statement was approved for release by the Board of Directors on April 17, 2023.
√Applicable □Non-applicable
As of December 31st, 2022, the subsidiaries included in the scope of consolidated statement of
the Company are as follows:
Name of Subsidiary
Vibration")
Chassis”)
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
Name of Subsidiary
Automation")
System")
Thermal Management")
Photovoltaic Technology (Ningbo Beilun)”)
as “Tuopu Photovoltaic Technology (Ningbo Hangzhou Bay New Area)”)
Technology (Tuopu Photovoltaic Technology (Pinghu))”)
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
Name of Subsidiary
Photovoltaic Technology (Taizhou)")
Photovoltaic Technology (Jinhua)")
More details about the subsidiaries of the Company are available in “IX. Interests in other entities”.
More details about the changes in the scope of consolidation are available in “VIII. Changes in the
scope of consolidation”.
IV. Basis for Preparing the Financial Statement
The Company prepares the financial statement, as a going concern.
based on transactions and matters that have actually occurred, in accordance with “Accounting
Standards for Business Enterprises - Basic Standards” issued by the Ministry of Finance and all specific
accounting standards, application guidelines for accounting standards for business enterprises,
explanations on the accounting standards for business enterprises and other related regulations
(hereinafter collectively as "Accounting Standards for Business Enterprises"), and the disclosure
provisions in the “Preparation Rules for Information Disclosures by Companies Offering Securities to
the Public No. 15 - General Provisions on Financial Reports” issued by CSRC.
√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 Estimates
Notes to specific accounting policies and accounting estimates:
√Applicable □Non-applicable
The following disclosures cover the specific accounting policies and accounting estimates formulated
by the Company according to the characteristics of its production and operation.
These financial statements are in line with the provisions of the “Accounting Standards for
Business Enterprises”as enacted by the Ministry of Finance, and truly and fully reflect the consolidated
and the parent’s financial standing as of December 31, 2022, as well as the consolidated and the parent’s
operating results and cash flows in 2022.
The period from the 1st day of January to the 31st day of December in the Gregorian calendar is
counted as an accounting period.
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
√Applicable □Non-applicable
The Company's operating cycle is 12 months.
The functional currency applicable to the Company is Renminbi. Subsidiaries affiliated to the
Company determine their functional currency according to the main economic environment in which
they are operating. These financial statements will be presented in RMB.
and business combinations not involving enterprises under common control
√Applicable □Non-applicable
Business combination under common control: The assets and liabilities acquired by the merging party
in business combination shall be measured at the book value of the assets, liabilities of the merged party
(including goodwill incurred in the acquisition of the merged party by ultimate controlling party) in the
consolidated financial statements of the ultimate controlling party on the date of combination. The
difference between the book value of the net assets obtained and the book value of the consideration
paid for the combination (or total nominal value of the issued shares) is adjusted to capital premium in
capital reserve. Adjustments shall be made to retained earnings in the event that the share premiums in
the capital reserves are not sufficient for write-down.
Business combinations involving entities not under common control: The assets paid and liabilities
incurred or committed as a consideration of business combination by the merging party were measured
at fair value on the date of acquisition and the difference between the fair value and its book value shall
be charged to the profit or loss for the period. Where the cost of combination is higher than the fair
value of the identifiable net assets acquired from the merging party in business combination, such
difference shall be recognized as goodwill; where the cost of combination is less than the fair value of
the identifiable 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 of the merged party obtained in business combination that meet the recognition conditions are
measured at their fair values on the purchase date.
The fees which are directly related to the business combination shall be recognized as the profit or
loss in the period when the costs are incurred; the transaction expenses of issuing equity securities or
debt securities for business merger shall be initially capitalized for equity securities or debt securities.
√Applicable □Non-applicable
(1). Scope of Consolidation
The scope of consolidation of the consolidated financial statements is based on controlling interests
and includes the Company and all the subsidiaries. Control means that the Company has the rights
over the investee, enjoys variable returns through participating in relevant activities of the investee,
and has the ability to influence the amount of returns by exercising its rights over the investee.
(2). Procedures of Consolidation
The Company regards the Enterprise Group as an accounting entity and prepares consolidated
financial statements in accordance with unified accounting policies to reflect the overall financial
position, operating result and cash flow of the Enterprise Group. The influence of internal
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
transactions between the Company and the Subsidiaries and between the Subsidiaries shall be offset.
Where internal transaction indicates the occurrence of impairment loss to relevant assets, such loss
shall be recognized in full. In preparing the consolidated financial statements, where the accounting
policies and the accounting periods are inconsistent between the Company and subsidiaries, the
financial statements of subsidiaries are adjusted where necessary in accordance with the accounting
policies and accounting period of the Company.
The owner's equity, the net profit or loss and the comprehensive income attributable to minority
shareholders of a subsidiary of the current period are presented separately under the owners' equity in
the consolidated balance sheet, the net profit and the total comprehensive income in the consolidated
income statement respectively. Where losses attributable to the minority shareholders of a subsidiary
of the current period exceed the minority shareholders' interest entitled in the shareholders' equity of
the subsidiary at the beginning of the period, the excess is allocated against the minority shareholders
interest.
(1) Acquisition of subsidiaries or Business
For acquisition of subsidiaries or business due to business combination involving entities under
common control during the reporting period, the operating results and cash flows of such subsidiaries
or business from the beginning to the end of the reporting period when the acquisition occurs shall be
included in the consolidated financial statements. Adjustments shall be made to the opening balance
of the consolidated financial statements and the related items in the comparative statements
simultaneously as if the consolidated reporting entity has been in existence since the beginning of the
control by the ultimate controlling party.
Where the control over the investee under common control is made possible due to additional
investment or other reasons, the equity investment held before gaining control of the combined party
is recognized as relevant profit or loss, other comprehensive income and changes of other net assets
at the later of the date of acquisition of the original equity and the date when the combining and the
combined parties are under common control, and shall be written down to the opening retained
earnings or current profit or loss in the comparative reporting period.
For acquisition of subsidiaries or business due to business combination involving entities not
under common control during the reporting period, the identifiable assets, liabilities and contingent
liabilities shall be included in the consolidated financial statements based on the fair value
determined on the date of the acquisition.
In connection with imposing control over the investee not under joint control due to additional
investment and other reasons, the equity of acquiree held before acquisition date shall be remeasured
by the Company at the fair value of such equity on the acquisition date and the difference between
fair value and book value shall be recognized as investment income in current period. Other
comprehensive income related to the equity held by the Acquiree before the acquisition date which
can be reclassified into future profit or loss, and other changes of owners’ equity accounted for under
equity
(2) Disposal of Subsidiaries or Business
General Treatment
When losing control of the investee due to partial disposal of the equity investment, or any other
reasons, the remaining equity investment is remeasured at fair value at the date in which control is lost.
The sum of consideration received from disposal of equity investment and the fair value of the
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
remaining equity investment, net of the difference between the sum of the Company's previous share of
the subsidiary's net assets recorded from the acquisition date or combination date and the sum of
goodwill, is recognized in investment income in the period in which control is lost. Other comprehensive
income related to the equity investment of the original subsidiary that can be reclassified into future
profit or loss, and other changes of owners’ equity accounted for under equity method shall be
recognized in investment income in the period in which control is lost.
Disposal of Subsidiary Achieved by Stages
When disposal of equity interests of subsidiaries through multiple transaction until the control is lost,
generally transactions in stages are treatment as a package deal in accounting if the transaction terms,
conditions, and economic impact of disposal of the subsidiary's equity interests comply with one or more
of the following:
i. These transactions are achieved at the same time or the mutual effects on each other are
considered;
ii. A complete set of commercial results can be achieved with reference to the series of
transactions 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 considered
together with other transactions.
When losing control of a subsidiary in disposal of equity interests through multiple transactions is
recognized as a package deal, these transactions shall be in accounting treated as loss control of a
subsidiary in disposal of equity interests achieved. However, the differences between price on each
disposal and disposal of investment on the subsidiary's net assets shall be recognized in other
comprehensive income in the consolidated financial statements, and included in profit or loss for the
period 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 shall be applied
before control is lost. When the control is lost, general accounting treatment for disposal of a subsidiary
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 sheet
with respect to any difference between the long-term equity investment arising from the purchase of
minority interest and the net assets attributing to the parent company continuously calculated on the
basis of the newly increased share proportion as of the acquisition date or date of combination, adjust the
retained earnings if the share premium in the capital reserve is insufficient for write-down.
(4) Partial Disposal of Equity Investment in Subsidiaries without Losing Control
Disposal price and disposal of long-term equity investment shall be entitled to the difference between
the shares of the net assets of the subsidiaries calculated continuously from the date of purchase or
acquisition. Adjustments shall be made to the equity premiums in the capital reserve of consolidated
balance sheet. When the equity premiums in the capital reserve are not sufficient for write-down, the
retained earnings shall be adjusted.
√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 and
obligations 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 accordance
with the share of the Company;
(2) Recognize the liabilities assumed separately by the Company and the liabilities jointly
assumed 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 the
joint operation;
(4) Recognize the income generated through the sale of the output of the joint operation in
accordance with the share of the Company；
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
(5) Recognize the expenses incurred separately, and the expenses incurred in joint operation in
accordance with the share of the Company .
The Company's investment in joint venture is accounted for by the equity method, as specified in the
note “V. 21. Long-term Equity Investment”.
Cash refers to the cash on hand of the Company and deposits that are available for payment at any
time. Cash equivalents refer to investments held by the Company featuring short duration, strong
liquidity, easy conversion into cash of known amount and low risk of changes in value.
√Applicable □Non-applicable
(1) Foreign currency transactions
Foreign currency transactions shall be translated into RMB at the spot exchange rate on the day
when the transactions occurred, or at an exchange rate fixed in accordance with a systematic and
reasonable 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 rate
at the balance sheet date. The resulting exchange differences are recognized in profit or loss for the
current period, except for those differences related to the principal and interest on a specific-purpose
borrowing denominated in foreign currency for acquisitions, construction or production of the qualified
assets, which should be capitalized as cost of the assets.
All assets and liabilities items in balance sheet are translated based on spot exchange rate on the
balance sheet date; owners' equity items other than "undistributed profits" are translated at a spot
exchange rate when accrued. Revenue and expense items as contained in the income statement are
translated 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 overseas
operation, is accounted for in the profit and loss account in the current period from owners' equity
items.
√Applicable □Non-applicable
The Company recognizes a financial asset, financial liability or equity instrument when it becomes
a party to a financial instrument contract.
According to the Company's business model for management of the financial assets and the contractual
cash 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 and
financial assets at fair value through profit or loss.
For financial assets that meet the following conditions and are not designated to be measured at fair
value through the current profit or loss, the Company classifies them as financial assets at amortized
cost:
— The business model is aimed at collecting contract cash flow;
— Contract cash flow is the payment of principal and interest based on the outstanding principal
amount.
For financial assets that meet the following conditions and are not designated to be measured at
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
fair value through current profit or loss, the Company classifies them as financial assets at fair value
through 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 principal
amount.
The Company will, at the time of initial recognition, irrevocably designate non-trading investments in
equity instruments as financial assets measured at fair value and the change shall be included in other
comprehensive income (equity instrument). The designation is made on the basis of independent
investment, and the related investments fit the definition of an equity instrument from an issuer’s
perspective.
In addition to the aforementioned financial assets at amortized cost and at fair value through other
comprehensive income, the Company classifies all other financial assets as financial assets at fair value
through current profit or loss. At the time of initial recognition, for financial assets that should have
been classified as financial assets at amortized cost or fair value through other comprehensive income,
the Company can irrevocably designate them as financial assets at fair value through current profit or
loss in order to eliminate or significantly reduce the accounting mismatch.
The financial liabilities, when initially recognized, are classified as: financial liabilities at fair value
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:
shall be subject to management and performance evaluation on the basis of fair value according to the
enterprise risk management or investment strategy contained in the formal documentations, and a
report shall be made to the key management personnel within the enterprise on this basis.
(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 the
relevant transaction expenses should be initially capitalized; The accounts receivable that do not
contain material financing compositions and those for which the Company decides to not take into
account 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 the
current profit and loss.
At the time of recovery or disposal, the difference between the price obtained and the book value
shall be included in the current profit or loss.
(2) Financial assets measured at fair value and its changes are included in other comprehensive
income (debt instruments)
Financial assets measured at fair value and its changes are included in other comprehensive
income (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 or
profit and the profit or loss on foreign exchange, shall be included in other comprehensive income.
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
Upon derecognition, the cumulative profits or losses previously included in other comprehensive
income shall be removed from other comprehensive income and included in the profit or loss for the
period.
(3) Financial assets at fair value through other comprehensive income (equity instruments)
Financial assets at fair value through other comprehensive income (equity instruments) include
investment in other equity instruments. They are initially measured at fair value, and the transaction
expenses 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 obtained
shall be included in the profit or loss for the period.
Upon derecognition, the cumulative profits or losses previously included in other comprehensive
income shall be removed from other comprehensive income and included in the carry-forward retained
earnings.
(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, derivative
financial assets and other non-current financial assets. They are initially measured at fair value, and the
transaction expenses related to them are included in the profit or loss for the period. These financial
assets are subsequently measured at fair value, and the change in fair value shall be included in the
profit or loss for the period.
(5) Financial Liabilities Measured in Fair Value with Changes Recorded into Current Profit and
Loss
Financial liabilities at fair value through profit or loss include trading financial liabilities and derivative
financial liabilities. They are initially measured at fair value, and the transaction expenses related to
them are included in the profit or loss for the period. These financial liabilities are subsequently
measured at fair value, and the change in fair value shall be included in the profit or loss for the period.
Upon derecognition, the difference between their book value and the consideration paid is included in
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 at fair
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 these financial
liabilities is included in the current profit or loss.
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 the
ownership 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, it
has not retained control of the financial assets.
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
The financial assets have been transferred, and while the Company has neither transferred nor
retained virtually all of the risks and rewards related to the ownership of the financial assets, it has not
retained control of the financial assets.
The substance-over-form principle shall be adopted while making judgment on whether the transfer of
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 the transfer of
an entire financial asset satisfies the conditions for termination of recognition, the difference between 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 the change
in fair value previously recorded into the owners' equities (in cases where the transferred financial assets
are financial assets at fair value through other comprehensive income (debt instruments)).
If the partial transfer of financial assets satisfies the conditions for termination of recognition, the
overall book value of the transferred financial asset shall be apportioned according to their respective
relative fair value between the recognition terminated part and the remaining part, and the difference
between 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 of
accumulated change in fair value previously recorded into owners' equity (in cases where the transferred
financial assets are financial assets at fair value through other comprehensive income (debt
instruments)).
Financial assets will still be recognized if they fail to satisfy the conditions for termination of recognition,
with the consideration received recognized as a financial liability.
When the current obligation under a financial liability is completely or partially discharged, the
recognition of the whole or relevant portion of the liability is terminated; an agreement is entered
between the Company and a creditor to replace the original financial liabilities with new financial
liabilities with substantially different terms, terminate the recognition of the original financial liabilities
as well as recognize the new financial liabilities.
If all or part of the contract terms of the original financial liabilities are substantially amended, the
recognition of the original financial liabilities will be terminated in full or in part, and the financial
liabilities whose terms have been amended shall be recognized as a new financial liability.
When recognition of financial liabilities is terminated in full or in part, the difference between the book
value of the financial liabilities terminated and the consideration paid (including transferred non-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 part
and terminated part on the repurchase date. The difference between the book value of the financial
liabilities terminated and the consideration paid (including transferred non-cash assets or new financial
liability) is recognized in profit or loss for the current period.
The fair value of a financial instrument that is traded in an active market is determined at the quoted
price in the active market. The fair value of a financial instrument that is not traded in an active market
is determined by using a valuation technique. The Company uses the valuation technique when it is
applicable under current conditions and there are enough available data and other information to support
and the technique should maximize the use of relevant observable. It chooses the inputs which are
consistent with the asset or liability's characteristics considered by market participants in the transaction
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
of the relevant asset or liability and makes the maximum use of relevant observable inputs.
Unobservable inputs are used under the circumstance that the relevant observable inputs cannot be
obtained or not feasible.
The Company estimates the expected credit loss on the financial assets at amortized cost and the
financial assets at fair value through other comprehensive income (debt instruments), and financial
guarantee contracts, either alone or in combination.
The Company calculates the probability-weighted amount of the current value of the difference between
the cash flows receivable under the Contract and the cash flows expected to receive, and recognizes the
expected credit loss, by taking into account all the reasonable and well-founded information, including
past events, current condition and forward-looking economic situation, and weighting the risk of
default.
If the credit risk of this financial instrument has been significantly increased upon initial recognition, the
Company measures its loss provision in accordance with the amount equivalent to the expected credit
loss of the financial instrument throughout the duration; if the credit risk of this financial instrument is
not significantly increased upon initial recognition, the Company will measure the loss provision of this
financial instrument by the amount of its expected credit loss in the twelve months to come. The
increased or reversed amount of the loss provision resulting therefrom is included in the current profit or
loss as the impairment loss or profit.
The Company recognizes the relative changes in the risk of default within the expected duration of
financial instruments, and assesses whether the credit risk of financial instruments has significantly
increased since the initial recognition by comparing the risk of default of financial instruments on the
balance sheet date with the risk of default on the initial recognition date. If the financial instrument
becomes overdue for more than 30 days, the Company believes that the credit risk of this financial
instrument has been significantly increased, unless there are concrete evidences that the credit risk of
this financial instrument has not been significantly increased upon initial recognition.
If the financial instrument carries low credit risk at the balance sheet date, the Company believes that
the credit risk of this financial instrument is not significantly increased upon initial recognition.
If there are objective evidences showing that a certain financial asset has been subject to credit
impairment, the Company will accrue impairment provision for this financial asset on the individual
asset basis.
The Company will always measure the loss provision for the accounts receivable and contract assets
generated by transactions regulated by “Accounting Standards for Enterprises No. 14 – Revenue”
(2017), whether they contain material financing compositions or not, by the amount of the expected
credit loss throughout the duration.
The Company will always measure the loss provision for the lease receivable by the amount of the
expected credit loss throughout the duration.
The Company shall write down the book balance of a financial asset directly if it no longer
reasonably expects that the contract cash flow of the financial asset can be recovered in whole or in part.
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
Determination method and accounting treatment method of expected credit loss of notes
receivable
□Applicable √Non-applicable
Determination method and accounting treatment method of expected credit loss of accounts
receivable
□Applicable √Non-applicable
□Applicable √Non-applicable
Determination method and accounting treatment method of expected credit loss of other accounts
receivable
□Applicable √Non-applicable
√Applicable □Non-applicable
Inventories are classified as raw materials, turnover materials, commodity stocks, products in
progress and materials commissioned for processing.
Inventories are initially measured at cost. Inventory costs include procurement costs, processing
costs, and other expenses incurred to bring the inventory to its current location and condition.
Cost of inventories is determined using the weighted average method.
On the balance sheet date, inventories shall be measured at the lower of cost and net realizable
value. A provision shall be made for inventory price drops if inventory costs exceed the net realizable
value. Net realizable value refers to the amount after deducting the estimated costs to be incurred at the
time of completion, the estimated selling expenses and taxes from the estimated sales price of
inventories during daily activities.
Net realizable value of held-for-sale commodity stocks, such as finished goods, goods-in-stock, and
held-for-sale raw materials, during the normal course of production and operation, shall be determined
by their estimated sales less the related selling expenses and taxes; the net realizable value of material
inventories, which need to be processed, during the normal course of production and operation, shall be
determined by the amount after deducting the estimated cost of completion, estimated selling expenses
and relevant taxes from the estimated selling price of finished goods; the net realizable value of
inventories held for execution of sales contracts or labor contracts shall be calculated on the ground of
the contracted price. If an enterprise holds more inventories than the quantity stipulated in the sales
contract, the net realizable value of the exceeding part shall be calculated on the ground of general
selling price.
The inventory falling price reserves withdrawn shall be reversed within the amount withdrawn, and
the reversed amount shall be included in current profit or loss, if the net realizable value of an inventory
is higher than its book value after the withdrawal due to the disappearance of the factors that influence
the writing-down of its value.
The perpetual inventory system is adopted.
(1) Low-value consumables are amortized using the immediate write-off method;
(2) Packaging materials are amortized using the immediate write-off method.
(1). Recognition methods and standards of contract assets
√Applicable □Non-applicable
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
The Company shall show the contract assets or contract liabilities in the balance sheet in
accordance with the relationship between the performance of the contract obligations and the Customer
payment. The Company shall list its right to receive consideration due to the transfer of goods or
services to the Customer (and such rights are subject to factors other than the passage of time) as
contractual assets. Contract assets and contract liabilities under the same contract shall be shown on a
net basis. The Company’s unconditional right (depending solely on the passage of time) to collect
consideration from the Customer shall be shown separately as a receivable.
(2). Determination method and accounting treatment for the expected credit loss of contract
assets
√Applicable □Non-applicable
See “V、10. 6. Testing methods and accounting treatment methods for impairment of financial
assets” for specified determination method and accounting treatment for the expected credit loss of
contract assets.
□Applicable √Non-applicable
(1). Determination method and accounting treatment method of expected credit loss of debt
investment
□Applicable √Non-applicable
(1). Determination methods and accounting treatment methods of expected credit losses of other
debt investments
□Applicable √Non-applicable
(1) Determination method and accounting treatment method of long-term expected credit loss of
receivables
□Applicable √Non-applicable
√Applicable □Non-applicable
Joint control is the contractually agreed sharing of control of an arrangement, and exists only when
requiring the unanimous consent of the parties sharing control before making decisions about the
relevant activities of the arrangement. The Company together with the other joint venture parties can
jointly control over the investee and are entitled to the right of the net assets of the investee, as the
investee is joint venture of the Company.
Significant influence refers to the power to participate in making decisions on the financial and
operating policies of an enterprise, but not the power to control, or jointly control, the formulation of
such policies with other parties. Where the Company can exercise significant influence over the
investee, the investee is an associate of the Company.
(1) Long-term equity investments formed through business combination of entities
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
For long-term equity investment in a subsidiary generated due to business combinations involving
entities under common control, the share of the book value in the consolidated financial statements of
the ultimate controlling party on the date of combinations shall be taken as the initial investment cost of
the long-term equity investments. For difference between the initial cost of long-term equity investment
and the book value of the consideration paid, adjustments shall be made to the equity premiums in the
capital reserve. When the equity premiums in the capital reserve are not sufficient for write-down, the
retained earnings shall be adjusted. Where control over the investee under common control is available
due to additional investment or other reasons, for difference between the initial cost of long-term equity
investment recognized in accordance with the above principles, and the sum of the book value of
long-term equity investment prior to the combination and the book value of newly paid consideration for
the acquisition of further shares on the date of combination, adjustments shall be made to equity
premiums. When the equity premiums are not sufficient for write-down, the retained earnings shall be
written down.
For long-term equity investment in a subsidiary generated due to business combinations involving
entities not under common control, the cost of the combination recognized on the date of combination
shall be taken as the initial investment cost of the long-term equity investments. In relation to imposing
control 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 held
and the newly increased investment cost.
(2) Long-term equity investments acquired by means other than business combination
The initial cost of a long-term equity investment obtained by cash payment shall be the purchase
costs actually paid.
The initial cost of investment of a long-term equity investment obtained by means of issuance of
equity securities shall be the fair value of the equity securities issued.
(1) Long-term equity investment calculated by cost method
Long-term equity investment in subsidiaries of the company is calculated by cost method, unless
the investment meets the conditions for holding for sale. except for the actual consideration paid for the
acquisition of investment or the declared but not yet distributed cash dividends or profits which are
included in the consideration, investment gains are recognized as the Company' shares of the cash
dividends 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 using
equity method. Where the initial investment cost exceeds the investment, the difference between the
share of the fair value of the investee’s identifiable net assets shall be enjoyed and no adjustment shall be
made to the initial investment cost of long-term equity investment; where the initial investment cost is
less than the investment, the difference between the share of the fair value of the investee’s identifiable
net assets shall be enjoyed and be included in current profit or loss, and adjustments shall be made to the
initial investment cost of long-term equity investment.
The Company recognizes the investment income and other comprehensive income according to the
shares of net profit or loss and other comprehensive income realized by the investee which it shall be
entitled or shared respectively, and simultaneously makes adjustment to the book value of long-term
equity investments; the book value of long-term equity investment shall be reduced by attributable share
of the profit or cash dividends for distribution declared by the investee; in relation to other changes of
owner's equity except for net profits and losses, other comprehensive income and profit distributions of
the investee (hereinafter referred to as "changes in other owners' equity"), the book value of long-term
equity investments shall be adjusted and included in owner's equity.
When recognizing the amount of proportion of net profit or loss, other comprehensive income and
other changes of owner’s equity, in the investee which it entitles, fair value of the identifiable assets of
the investee at the time when the investment is obtained shall be used as basis, and adjustment shall be
made to the net profit, other comprehensive income and others of the investee in accordance with the
accounting policies and accounting period of the Company.
The unrealized profit or loss resulting from internal transactions between the Company and its
associate or joint venture shall be offset in portion to its equity interests, based on which investment
income shall be recognized, except when the assets invested or sold constitute transaction. Any losses
resulting from transactions, which are attributable to impairment of assets, shall be fully recognized.
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
The Company shall be liable for net loss incurred by the Company to the joint venture or associate,
and shall write it down to zero with the book value of the long-term equity investment and other
long-term equity which substantially constitute net investment in the joint venture or associate. Where a
joint venture or associate later realizes net profits, the Company shall resume recognition of its share of
income 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 the
consideration actually received shall be included in the current profit or loss.
For long-term equity investments accounted by partial equity disposal method, the remaining equity
is still accounted by the equity method. Other comprehensive income recognized by the original equity
method shall be carried forward in a corresponding proportion on the same basis as the direct disposal of
related assets or liabilities by the investee. Changes in the interests of the owners are carried forward to
the current profit and loss on a pro ratio basis.
When losing joint control or significant influence over the investee due to disposal of equity
investment or other reasons, other comprehensive income of the original equity investment recognized
accounted 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’s
equity 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 other
reasons, the remaining equities after disposal shall be accounted for under equity method in preparation
of individual financial statements provided that joint control or significant influence over the investee
can be imposed, and shall be adjusted as if such remaining equities has been accounted for under the
equity method since they are obtained. Other comprehensive income recognized prior to the acquisition
of controls over the investee shall be carried over proportionally using the same basis as the direct
disposal of related assets or liabilities by the investee. Other changes of owner’s equity due to the use of
equity method shall be carried over into the current profit or loss proportionally. Where the remaining
equities after disposal cannot impose joint control or significant influence over the investee, it shall be
recognized as financial asset, and the difference between fair value and the book value on the date of
losing control shall be included in the current profit or loss. All the other comprehensive incomes and
other changes of owners’ equity recognized prior to the acquisition of controls over the investee shall be
carried over.
When losing control over a subsidiary in step-by-step disposal of its equity interests through
multiple transactions is recognized as a package deals, these transactions shall be in accounting treated
as loss of control of a subsidiary in disposal of equity interests. The differences between price on each
disposal prior to loss of control and the long-term equity investment book value of the disposed equity
shall be recognized as other comprehensive income in individual financial statements, and included in
the current profit or loss when the control is lost. Transactions not recognized as a package deal shall be
accounted for separately.
(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 leased
buildings (including buildings that are leased after completion of self-construction or development
activities 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 when
the relevant economic benefits are likely to flow in and the cost can be measured reliably; otherwise, it
shall be included in the current profit and loss when occurred.
The Company adopts the cost mode to measure the existing investment property. Other subsequent
expenditures shall be included in current profit or loss at the time of occurrence. Investment property
measured at cost - buildings held for leasing shall adopt the same depreciation policy for fixed assets of
the company, land use rights held for leasing shall adopt the same amortization policy for the intangible
assets.
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
(1). Conditions for recognition of fixed assets
√Applicable □Non-applicable
Fixed assets are tangible assets that are held for use in the production or supply of goods or services,
for rental to others, or for administrative purposes; and have a service life of more than one accounting
year. 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 the
enterprise;
(2) Its cost can be reliably measured.
Fixed assets are initially measured at cost (with the influence of expected disposal costs taken into
consideration).
Subsequent expenditures related to fixed assets shall be included in the cost of fixed assets when
the relevant economic benefits are likely to flow in and the cost can be measured reliably; the book value
of the replaced part is derecognized; other subsequent expenditures shall be included in current profit or
loss at the time of occurrence.
(2). Methods for depreciation
√Applicable □Non-applicable
Depreciation Useful Lives of Annual
Category Residual Ratio
Method Depreciation Depreciation
Housing and Straight-line 20 10% 4.50%
building method
Machinery and Straight-line 5-10 10% 18.00-9.00%
equipment method
Means of Straight-line 5 10% 18.00%
transportation method
Office equipment Straight-line 5 10% 18.00%
and others method
Land use
certificate
Buildings for Straight-line indicates the
commercial use method remaining years
but no longer than
PV engineering Straight-line 20 10% 4.50%
project method
The depreciation of fixed assets is classified and accrued using the straight-line method, and the
depreciation rate is fixed according to the type of fixed assets, estimated useful life and estimated net
residual value rate. Fixed assets with impairment provision made, the depreciation amount shall be
determined according to the book value net of the depreciation reserves and the remaining useful life in
the future period. If the useful life of each part of fixed assets is different or provides economic benefits
to the enterprise in different manners, different depreciation rates or depreciation methods shall be
chosen and depreciation shall be accrued separately.
(3). Recognition basis, valuation and depreciation method of fixed assets under financing lease
□Applicable √Non-applicable
√Applicable □Non-applicable
Construction in progress is measured at the actual costs incurred. The actual cost includes
construction costs, installation costs, borrowing costs that meet the capitalization conditions, and other
necessary expenditures incurred before the construction in progress reaches its intended use status.
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
Construction in progress reaching predetermined serviceable conditions shall be converted to fixed
assets and begin counting for depreciation the following month.
√Applicable □Non-applicable
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 and
included in the costs of the related assets. Other borrowing costs shall be recognized as expense in the
period 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 ready
for their intended use or sale.
The capitalization period shall refer to the period between the commencement and the cessation of
capitalization of borrowing costs, excluding the period in which capitalization of borrowing costs is
temporarily suspended.
Capitalization of borrowing costs begins when the following three conditions are fully satisfied:
(1) Expenditures for the assets (including cash paid, transferred non-currency assets or expenditure
for holding debt liability for the acquisition, construction or production of assets qualified for
capitalization) have been incurred;
（(2) Borrowing costs have been incurred;
(3) Acquisition, construction or production that are necessary to enable the asset reach its intended
usable or salable condition have commenced.
Capitalization of borrowing costs shall be suspended during periods in which the qualifying asset
under acquisition and construction or production ready for the intended use or sale.
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 a
continuous period of more than 3 months; if the interruption is a necessary step for making the
qualifying asset under acquisition and construction or production ready for the intended use or sale, the
capitalization of the borrowing costs shall continue. The borrowing costs incurred during such period
shall be recognized as profits and losses of the current period. When the acquisition and construction or
production of the asset resumes, the capitalization of borrowing costs commences.
Specific borrowings for the acquisition, construction or production of assets qualified for
capitalization, borrowing costs of the specific borrowings actually incurred in the current period minus
the interest income earned on the unused borrowing loans as a deposit in the bank or as investment
income earned from temporary investment will be used to determine the amount of borrowing costs for
capitalization.
General borrowings for the acquisition, construction or production of assets qualified for
capitalization, the to-be-capitalized amount of interests on the general borrowing shall be calculated and
determined by multiplying the weighted average asset disbursement of the part of the accumulative asset
disbursements minus the specifically borrowed loans by the capitalization rate of the general borrowing
used. The capitalization rate shall be calculated and determined according to the weighted average
interest rate of the general borrowing.
During the period of capitalization, the exchange balance on the principals and interests of special
foreign currency borrowings shall be capitalized and shall be included in the cost of assets eligible for
capitalization. The exchange balance on the principals and interests of foreign currency borrowings other
than the special foreign currency borrowings shall be included in current profit or loss.
□Applicable √Non-applicable
□Applicable √Non-applicable
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
□Applicable √Non-applicable
(1). Valuation method, useful life, impairment test
√Applicable □Non-applicable
(1) Intangible assets are initially measured at cost upon acquisition
The costs of an externally purchased intangible asset include the purchase price, relevant taxes and
expenses paid, and other expenditures directly attributable to putting the asset into condition for its
intended 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 method
over the term in which economic benefits are brought to the firm; If the term in which economic benefits
are brought to the firm by an intangible asset cannot be estimated, the intangible asset shall be taken as
an intangible asset with indefinite service life, and shall not be amortized.
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
reviewing their service life
As of December 31st, 2022, the Company has no intangible assets with uncertain useful life.
The expenses for internal research and development projects of the Company are divided into
expenses in the research phase and expenses in the development phase.
Research phase: Scheduled innovative investigations and research activities to obtain and
understand scientific or technological knowledge.
Development phase: Apply the research outcomes or other knowledge to a plan or design prior to a
commercial production or use in order to produce new or essentially-improved materials, devices,
products, etc.
Expenses in the research phase are recorded into the profits and losses for the current period when
they occur. Expenditure during the development phase that simultaneously satisfies the following
conditions 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 use
or 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 the
products produced using the intangible asset has a market or the intangible asset itself has a market; if
the 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 in
order to complete the development of the intangible asset, and there is capability to use or sell the
intangible asset;
(5) The expenses attributable to the development stage of the intangible asset can be measured
reliably.
The R&D expenditures incurred shall be included in current profit or loss if it is impossible to
distinguish expenditure during the research phase and expenditure during the development phase.
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
(2). Accounting policies for internal research and development expenditures
□Applicable √Non-applicable
√Applicable □Non-applicable
Long-term assets, such as long-term equity investment, investment properties, fixed assets and
construction in progress that measured at cost, right-of-use assets，and intangible assets with limited
service life, are tested for impairment if there is any indication that an asset may be impaired on the
balance sheet date. If the result of the impairment test indicates that the recoverable amount of the asset
is less than its book value, a provision for impairment and an impairment loss are recognized for the
amount by which the asset's book value exceeds its recoverable amount. The recoverable amount is the
higher of an asset's fair value less costs to sell and the present value of the future cash flows expected to
be derived from the asset. Provision for asset impairment is determined and recognized on the individual
asset basis. If it is not possible to estimate the recoverable amount of an individual asset, the recoverable
amount of a group of assets to which the asset belongs to is determined. A group of assets is the smallest
group of assets that is able to generate cash inflows independently.
Goodwill formed due to business combination, intangible assets with uncertain service life and
intangible assets that have not yet reached serviceable conditions, shall be tested for impairment at least
at 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 purchasing
day, allocate on a reasonable basis the book value of the goodwill formed by merger of enterprises to the
relevant asset groups, or if there is a difficulty in allocation, to allocate it to the sets of asset groups. The
relevant asset group or combination of asset groups is the asset group or combination of asset groups
that can benefit from the synergies of business combination.
For the purpose of impairment test on the relevant asset groups or the sets of asset groups
containing goodwill, if any evidence shows that the impairment of asset groups or sets of asset groups
related to goodwill is possible, an impairment test will be made first on the asset groups or sets of asset
groups not containing goodwill, thus calculating the recoverable amount and comparing it with the
relevant book value so as to recognize the corresponding impairment loss. Asset group or combination
of group assets containing goodwill are tested for impairment and the book value and recoverable
amount shall be compared. If the recoverable amount is less than the book value, the amount of
impairment loss shall be deducted and apportioned to the book value of goodwill in asset group or
combination of asset groups, before deducting to the book value of all other assets proportionally based
on the proportion of the book value of all assets other than goodwill in the asset group or combination of
asset groups. Once the above asset impairment loss is recognized, it will not be reversed in the
subsequent accounting periods.
√Applicable □Non-applicable
Long-term prepaid expenses are expenses which have occurred but will benefit over 1 year and
shall be amortized over the current period and subsequent periods.
Item Amortization Method Amortization period
Renovation cost Straight-line method 5 years
Straight-line method
Software maintenance fee 5 years
Straight-line method
Others 3-5 years
(1).Recognition method of contract liabilities
√Applicable □Non-applicable
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
The Company shall show the contract assets or contract liabilities in the balance sheet in
accordance with the relationship between the performance of the contract obligations and the Customer
payment. The Company’s obligation to transfer goods or provide services to customers for which
consideration has been received or receivable are presented as contractual liabilities. Contract assets and
contract liabilities under the same contract shall be shown on a net basis.
(1). Accountant arrangement method of short-term remuneration
√Applicable □Non-applicable
During the accounting period when the staff provides service, the Company will recognize the
short-term remuneration actually incurred as liabilities, and the liabilities would be charged into current
profits and loss or costs of assets.
The Company will pay social insurance and housing funds, and will make provision of trade union
funds and staff education costs in accordance with the requirements. During the accounting period when
the staff provides service, the Company will determine the relevant amount of employee benefits in
accordance with the required provision basis and provision ratios.
The expenses on employee benefit incurred by the Company shall be included in the current profit
or loss or related asset cost based on the actual amount when actually incurred, and the non-monetary
benefit 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 with
the relevant provisions of the local government for the staff. During the accounting period when the staff
provides service, the Company will calculate the amount payable in accordance with the local stipulated
basis and proportions which will be recognized as liabilities, and the liabilities would be charged into
current profits and loss or costs of assets.
(2) Defined benefit plan
The welfare responsibilities generated from defined benefit scheme based on the formula
determined by projected unit credit method would be vested to the service period of the staff and
charged 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 minus
the fair value of the assets of the defined benefit plan is recognized as a net liability or net asset of the
defined benefit plan. If there is a surplus in the defined benefit plan, the Company shall use the lower of
the surplus of the defined benefit plan and the asset ceiling to measure the net assets of the defined
benefit plan.
All defined benefit plan obligations, including obligations expected to be paid within twelve
months after the end of the annual reporting period in which employees render services, are discounted
at the market rate of return in respect of the national debts matching the term and currency of the defined
benefit plan, or in respect of high-quality corporate bonds available on the active market on the balance
sheet date.
The service cost incurred by the defined benefit plan and the net interest of the net liabilities or net
assets of the defined benefit plan are included in the current profit and loss or the related asset cost; the
changes in the net liabilities or net assets of the defined benefit plan are recorded in other comprehensive
income, and it will not be reversed to profit or loss in the subsequent accounting period. When the
original defined benefit plan is terminated, all that originally included in other comprehensive income
will 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 by
the difference between the present value of the obligation of the defined benefit plan and the settlement
price determined on the settlement date.
(3).Accountant arrangement method of termination benefits
√Applicable □Non-applicable
Where the Company pays termination benefit to employees, the liabilities of employee remuneration
generated by termination benefit shall be recognized at the earlier of the following date and included in
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
the current profit or loss: when the company cannot unilaterally withdraw termination benefit provided
by labor relationship termination plan or layoff proposal; when the Company recognizes 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
□Applicable √Non-applicable
√Applicable □Non-applicable
The obligations related to contingencies in the satisfaction of all of the following conditions will be
recorded as estimated liabilities:
(1) The obligation is the current obligation undertaken by the company;
The fulfillment of this obligation is likely to result in the outflow of economic benefits from the
company;
(3) The amount of the obligation can be reliably measured.
Estimated liabilities are initially measured based on the best estimate of the expenditure required to
fulfill the relevant current obligations.
On fixing the best estimate, certain factors such as risks, uncertainties and time value of money in
connection with contingencies shall be considered in full aspects. If the time value of money has a
significant 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 various
outcomes within this range is the same, the best estimate shall be fixed at the median value within the
range; 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 to
various possible results and related probabilities.
If all or part of the expenditure required to pay off the estimated liability is expected to be
compensated by a third party, the compensation amount shall be recognized as an asset separately when
virtually confirmed that it can be received, and the compensation amount recognized must not exceed
the book value of the estimated liability.
The company shall review the book value of estimated liabilities on the balance sheet date. If there
is conclusive evidence that the book value cannot reflect the current best estimate, the book value shall
be adjusted according to the current best estimate.
□Applicable √Non-applicable
□Applicable √Non-applicable
(1). Accounting policies for revenue recognition and measurement
√Applicable □Non-applicable
The Company has fulfilled its contractual obligation to recognize income when the Customer
obtains control over the relevant goods or services. Obtaining control over related goods or services
means to be able to dominate the use of the goods or services and obtain virtually all economic benefits
from it.
Where the Contract contains the performance of two or more obligations, the Company shall, on
the commencement date of the Contract, apportion the transaction price to each individual performance
obligation on the basis of the relative proportion of the individual selling price of the goods or service
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
committed by each individual performance obligation. The Company shall measure its income on the
basis 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 entitled
to receive for the transfer of goods or services to the Customer, excluding payments received on behalf
of third parties and the amounts expected to be refunded to the Customer. The Company determines the
transaction price in accordance with Contract terms and by taking into consideration its past practices. In
determining the transaction price, it takes into consideration the impact of variable consideration,
material financing elements in the Contract, non-cash consideration, consideration payable to customers
and other factors. The Company determines the transaction price that includes the variable consideration
at an amount not exceeding the amount of accumulated recognized income which is not likely to be
materially reversed when the relevant uncertainty is eliminated. Where there is material financing
components in the Contract, the Company shall determine the transaction price on the basis of the
amount payable based on the assumption that the Customer pays in cash upon obtaining control over the
goods or services, and shall amortize the difference between the transaction price and the Contract
consideration 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 the
following conditions is satisfied. Otherwise, it shall be deemed as fulfilling performance obligation at a
certain point in time:
• The Customer obtains and consumes the economic benefits arising from the Company's
performance of obligations at the same time of that the Company perform its obligations.
• The Customer can control the goods under construction during the process that the Company perform
its obligations.
• The product produced by the Company during the performance of its obligations is irreplaceable in
use, and the Company shall be entitled to receive payment for the accumulated part of the performance
completed so far during the whole Contract period.
For obligations performed within a certain period of time, the Company shall recognize income on
the basis of the performance progress during that period, except when the performance progress cannot
be reasonably determined. The Company will adopt output method or input method to determine the
performance progress by taking the nature of the goods or services into consideration. Where the
performance progress cannot be reasonably determined and the costs incurred are expected to be
compensated, the Company shall recognize income on the basis of the costs incurred until the
performance progress can be reasonably determined.
For obligations performed at a certain point of time, the Company recognizes income at the point
when the Customer obtain control over relevant goods or services. The Company takes the following
indications into consideration when determining whether the Customer has obtained control over
relevant 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 Customer has
legal ownership of the goods.
• The Company has physically transferred the goods to the Customer, i.e. the Customer has
physically possessed the goods.
• The Company has transferred the principal risks and rewards in the ownership of the goods to the
Customer, i.e. the Customer has obtained the principal risks and rewards in the ownership of the goods.
• The Customer has received the goods or services, etc.
Specific principles:
(1) Domestic company
For sales to domestic carmakers, the goods received by customer and the notice of issuing an invoice is
treated as the time point of revenue recognition. For domestic after-sales market sales, the time of
delivery is treated as the time point of revenue recognition.
For general trade sales, customs declaration and export are treated as the revenue confirmation time
point. For the sales based on DDU and DDP as contained in the sales contract, the time of arrival at the
destination and the acknowledgment of receipt by customer is treated as the time point of revenue
recognition.
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
(2) Tuopu North American Ltd
The time of shipment and the acknowledgment of receipt by customer is treated as the time point of
revenue recognition.
(2). Different business models adopted for similar businesses leading to differences in revenue
recognition accounting policies
□Applicable√ Non-applicable
√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 the
scope of inventories, fixed assets or intangible assets as stipulated by related standards as an asset when
the 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 to
be 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 of
goods or services related to the asset. However, the Company shall include the amount in current profit
or 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 an
asset related to the contract cost is higher than the difference between the following two items, and
recognize it as an impairment loss of the asset:
related to the asset;
The Company shall reverse the impairment provision withdrawn and include it in current profit or
loss if the impairment factors of the previous period change and cause the aforementioned difference
higher 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 the
impairment is withdrawn.
√Applicable □Non-applicable
Government grants are monetary assets and non-monetary assets acquired by the Company from
the government free of charge. Government grants are classified into government grants related to assets
and government grants related to revenue.
Government grants related to assets refer to government grants acquired by the Company for the
purpose of purchasing or constructing or otherwise forming long-term assets. Government grants related
to revenue refer to the government grants other than those related to assets.
Government grants are classified as assets-related under the following criteria: government grants
obtained for purchase and construction or other forms of long-term assets are defined as government
grants related to assets;
Government grants are classified as income-related under the following criteria government grants
other 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 Company
will 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 divided
according to the relative proportion of the expenditure amount that will form the asset and the
expenditure amount included in the expense in the budget of the specific item, and the division ratio
shall be rechecked among each balance sheet date and subject to a if necessary;
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
(2) The government document only makes a general statement, and no specific item is specified, it
is recorded as the income-related government grants.
Government subsidies are confirmed when the company can meet its attached conditions and can
be received.
Government grants related to assets shall write off the book value of relevant assets or be
recognized as deferred income. When recognized as deferred income, the government grant related to
assets will be period by period credited to the profits and losses of the current period in a reasonable and
systematic manner within the service life of relevant assets (those related to the Company's daily
activities shall be recognized as other income; those unrelated to the Company's daily activities shall be
recognized as non-operating income).
The revenue-related government grants shall be recognized as deferred income if they are used to
compensate relevant expenses or losses in subsequent periods, and they 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 the Company's routine activities shall be included in non-operating income) or used to
offset relevant expenses or losses during the recognition of related expenses or losses; the grants used to
compensate 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 the
Company's routine activities shall be included in non-operating income) or used to offset relevant
expenses or losses.、
√Applicable □Non-applicable
Income tax includes current income tax and deferred income tax. The Company will include current
income tax and deferred income tax in the current profit or loss, except for income tax arising from
business combination and transaction or event directly included in the owners’ equity (including other
comprehensive income).
Deferred income tax assets and deferred income tax liabilities shall be calculated and recognized on
the basis of the difference (temporary difference) between the tax basis of the assets and liabilities and
their book value.
Deferred income tax assets are recognized to the extent that it is probable that future taxable profits
will be available against which deductible temporary differences can be utilized. For deductible losses
and tax credits that can be reversed in the future period, deferred tax assets shall be recognized to the
extent that it is probable that taxable profit will be available in the future to offset the deductible losses
and tax credits.
Save as the exceptions, deferred income tax liabilities shall be recognized for the taxable temporary
difference.
Special circumstances in which deferred income tax assets or deferred income tax liabilities are not
recognized include:
• Initial recognition of goodwill;
• Transaction or event that is not a business combination and would not affect accounting profit and
taxable income (or deductible loss) at the time of occurrence.
For taxable temporary differences related to investments in subsidiaries, associates and joint ventures,
deferred income tax liability is recognized, unless the Company can control the timing of reversal of
such temporary differences and such temporary differences are not likely to be reversed in the
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 likely
to be reversed in the foreseeable future and the taxable income amount used to offset the deductible
temporary differences is likely to be obtained in the future.
On the balance sheet date, the Company reviews the book value of the deferred income tax assets.
The book value of the deferred income tax asset will be written down if sufficient taxable income is not
likely to be obtained to offset the benefit of the deferred income tax asset in the future period. The
write-down amount will be reversed when sufficient taxable income is likely to be obtained.
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
After granted the legal rights of net settlement and with the intention to use net settlement or obtain
assets and repay debt at the same time, the net amount after offsetting its current income tax assets and
current income tax liabilities shall be recorded.
On the balance sheet date, deferred income tax assets and deferred income tax liabilities shall be, as
stipulated by tax law, measured by the applicable tax rate of the period of expected recovery of the
relevant assets or settlement of the relevant liabilities.
• The taxpayer has the legal right to settle the current income tax assets and current income tax
liabilities on a net basis;
• Deferred income tax assets and deferred tax liabilities are related to the income tax to be paid
by the same entity liable to pay tax to the same tax collection and management authority or related to
different entities liable to pay tax. The relevant entity liable to pay tax is intended to apply net settlement
of current income tax assets and liabilities or, at the same time, obtain assets and repay debt in every
future period that deferred income tax assets and liabilities with importance would be reversed.
(1). Accounting of operating lease
□Applicable √Non-applicable
(2). Accounting treatment method of financing lease
□Applicable √Non-applicable
(3). Determination method and accounting treatment method of lease under the new lease
standard
√Applicable □Non-applicable
Lease refers to a contract in which the landlord transfers the right to use the asset to the tenant in a
given period to obtain consideration. On the commencement date of the contract, the Company assesses
whether the contract is a lease or includes a lease. If a party in the contract transfers the right to control
the use of one or more identified assets in a given period in exchange for consideration, the contract is a
lease or includes a lease.
If the contract contains a plurality of separate leases at the same time, the Company will split the
contract and perform accounting treatments for each of the separate leases. If the contract contains both
lease and non-lease parts, the tenant and landlord shall separate the lease and non-lease parts.
(1) Right-of-use assets
On the start date of the lease term, the Company recognizes the right-of-use asset for leases other
than 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, the
amount of the lease incentive already enjoyed is deducted;
Initial direct expenses incurred by the Company;
The Company's estimated cost for dismantling and removing the leased assets, restoring the site
where the leased assets are located, or restoring the leased assets to the state as set out in the lease terms
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 it
can be reasonably determined that the ownership of the leased asset will be obtained at the end of the
lease term, the Company shall depreciate the leased asset over the remaining useful life; otherwise, the
leased 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 as
set out in "Note V. (30). Long-term asset impairment", and performs accounting treatment for the
identified impairment loss.
(2) Lease liabilities
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
On the commencement of the lease term, the Company recognizes lease liabilities for leases other
than short-term leases and leases of low-value assets. Lease liabilities are initially measured based on the
present value of the unpaid lease payments. Lease payments include:
Fixed payment (including the actual fixed payment), if there is a lease incentive, the relevant
amount 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 the
company;
The exercise price of the purchase option, provided that the Company reasonably determines that
it will exercise the option;
The amount to be paid to exercise the option to terminate the lease, provided that the lease term
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 rate
implicit in the lease cannot be reasonably determined, the company's incremental borrowing interest rate
is used as the discount rate.
The Company calculates the interest expense of the lease liability during each period of the lease
term according to a fixed periodic interest rate, and includes it in the current profit and loss or the cost of
related assets.
Variable lease payments that are not included in the measurement of lease liabilities are included in
the 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 Company
re-measures the lease liability and adjusts the corresponding right-of-use asset. If the book value of the
right-of-use asset has been reduced to zero, but the lease liability still needs to be further reduced, it will
The difference is included in the current profit and loss:
• When the evaluation results of the purchase option, the renewal option or the termination option
change, or the actual exercise of the aforementioned option is inconsistent with the original evaluation
result, the company will discount the lease payment after the change and the revised discount The
present value of the rate calculation remeasures the lease liability;
• When the actual fixed payment changes, the expected payable amount of the guarantee residual
value changes, or the index or ratio used to determine the lease payment changes, the company
calculates 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 floating
interest 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 leases
and low-value asset leases, and calculates the relevant lease payments in the current profit and loss or
related asset costs on a straight-line basis in each period of the lease term. Short-term lease refers to a
lease that does not include purchase options for a lease period not exceeding 12 months at the beginning
of the lease period. Low-value asset leasing refers to a lease with a lower value when a single leased
asset is a new asset. If the Company subleases or expects to sublease the leased assets, the original lease
is not a low-value asset lease.
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
(4) Lease change
If the lease is changed and the following conditions are met at the same time, the company shall
treat the lease change as a separate lease for accounting treatment:
The lease change expands the scope of the lease by adding one or more use rights to leased assets;
The increased consideration is equivalent to the amount of the individual price of the expanded
part 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 lease
term, and calculates the current lease payment based on the lease payment after the change and the
revised 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, the
Company will correspondingly reduce the book value of the right-of-use asset, and the relevant gains or
losses from the partial or complete termination of the lease are included in the current profit and loss. If
other lease changes cause the lease liability to be remeasured, the company adjusts the book value of the
right-of-use asset accordingly.
On the commencement date of the lease, the Company divides the lease into financial lease and
operating lease. Finance lease refers to a lease in which almost all the risks and rewards related to the
ownership of the leased asset are transferred regardless of whether the ownership is ultimately
transferred. Operating leases refer to leases other than financial leases. When the Company acts as a
sublease 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 lease
term according to the straight-line method. The Company capitalizes the initial direct costs incurred
related to operating leases, and allocates them to the current profit and loss on the same basis as the
confirmation of rental income during the lease term. Variable lease payments that are not included in the
lease 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 the
amount of advance receipts or lease receivables related to the lease before the change shall be regarded
as the receipts of the new lease.
(2) Accounting treatment of financial leasing
On the commencement date of the lease, the Company recognizes the financial lease receivables for
the financial lease and terminates the recognition of the financial lease assets. When the Company
initially measures the financial lease receivables, the net lease investment is taken as the entry value of
the financial lease receivables. The net lease investment is the sum of the unguaranteed residual value
and 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 based
on a fixed periodic interest rate. The derecognition and impairment of financial lease receivables shall be
accounted 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 are
included in the current profit and loss when they actually occur.
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
If a financial lease is changed and the following conditions are met at the same time, the Company
shall 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 expanded
part 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 deal
with 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 use
the net lease investment before the lease change effective date as The book value of the leased asset;
• If the change takes effect on the lease start date, the lease will be classified as a financial lease,
and the company will conduct accounting treatment in accordance with the policy of this note "V. (10).
Financial Instruments" on the modification or renegotiation of the contract.
The Company evaluates and determines whether the asset transfer in the sale and leaseback
transaction is a sale in accordance with the principles described in " V. (38). Revenue".
(1) As tenant
If the asset transfer in the sale and leaseback transaction is a sale, the company as the lessee
measures the right-of-use asset formed by the sale and leaseback based on the portion of the original
asset's book value related to the right to use obtained from the leaseback, and only transfers it to the
lease The rights of the person confirm the relevant gains or losses; if the asset transfer in the sale and
leaseback transaction does not belong to the sale, the company as the lessee continues to confirm the
transferred assets and at the same time confirms a financial liability equal to the transfer income. For the
accounting treatment of financial liabilities, see "V. (10). Financial Instruments".
(2) As landlord
If the asset transfer in the sale and leaseback transaction is a sale, the company acts as the lessor to
account for the purchase of the asset, and the asset lease is accounted for in accordance with the
aforementioned "2. The company as the lessor" policy; in the sale and leaseback transaction If the
transfer of assets is not a sale, the company as the lessor does not recognize the transferred assets, but
recognizes a financial asset equal to the transfer income. For the accounting treatment of financial assets,
see "V. (10). Financial Instruments”.
□Applicable √Non-applicable
(1).(1). Changes in significant accounting policies
√Applicable □Non-applicable
√适用 □不适用
Remark (Name and amount of
Content and reason of changes
Approval procedure the items subject to significant
in accounting policies
impact)
Application of "Interpretation For details see other notes
No. 15 of the Accounting
Standards for Business
Enterprises"
For details see other notes
Application of "Interpretation
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
No. 16 of the Accounting
Standards for Business
Enterprises"
Other Notes
(1) Application of "Interpretation No. 15 of the Accounting Standards for Business Enterprises"
On 30 December 2021, the Ministry of Finance released the "Interpretation No. 15 of the
Accounting Standards for Business Enterprises" (Cai Kuai [2021] No. 35, hereinafter referred to as
"Interpretation No. 15").
①Accounting for trial sales
“Interpretation No. 15” sets out the accounting and presentation of the sales of products or
by-products produced by company before the fixed assets reach the intended use or during the research
and development process, and further sets out that the net amount offsetting the cost of sales related
income from trial sale shall not write down the cost of fixed assets or R&D expenditure.This provision
was put into operation from 1 January 2022, and retroactive adjustments shall be made to the trial sales
that occurred from the beginning of the earliest period in which financial statements are presented to1
January 2022. The application of this provision imposes no significant impact on the company's
financial status and operating results.
②Identification of onerous contracts
Interpretation No. 15 sets out that the "cost of fulfilling the contract" considered by an enterprise in
deciding whether a contract constitutes a onerous contract shall include the incremental cost of fulfilling
the contract and the apportioned amount of other costs directly related to the fulfillment of the contract.
This provision will come into effect on 1 January 2022. An enterprise should implement this provision
for contracts that have not fulfilled all obligations on 1 January 2022. The cumulative impact number
will adjust the retained earnings at the beginning of the year and other related financial statement items
on the implementation date, without adjusting the comparative financial statement data in the prior
period. The implementation of this provision has no significant impact on the financial standing and
operating results of the Company.
(2) Application of "Interpretation No. 16 of Accounting Standards for Business Enterprises"
On 30 November 2022, the Ministry of Finance released the "Interpretation No. 16 of the
Accounting Standards for Business Enterprises" (Cai Kuai [2022] No. 31, hereinafter referred to as
"Interpretation No. 16").
①Accounting for the income tax impact of dividends related to financial instruments classified as
equity instruments by the issuer
Interpretation No. 16 sets out that with respect to financial instruments classified as equity
instruments by enterprises, if the relevant dividend payments are deducted before corporate income tax
under the relevant provisions of the tax policy, the income tax impact related to the dividends should be
recognized along with the dividends payable once recognized, and the income tax impact of dividends
will be included in the current gain and loss or owner's equity items (including other comprehensive
income items) in accordance with the accounting treatment adopted in past transactions or events leading
to distributable profits.
This provision will come into effect on the date of announcement. If the relevant dividend payable
occurs between 1 January 2022 and the effective date, it will be adjusted in accordance with this
provision; if it occurs before 1 January 2022 and the relevant financial instruments have not yet been
derecognized on 1 January 2022, a retrospective adjustment shall be made. The implementation of this
provision has no significant impact on the financial standing and operating results of the Company.
②Accounting for the modification of cash-settled share-based payment by an enterprise to
equity-settled share-based payment
Interpretation No. 16 sets out that if an enterprise modifies the terms and conditions of cash-settled
share-based payment agreement to make it an equity-settled share-based payment, on the date of
modification (whether it occurs during or after the cooling-off period), equity-settled share-based
payments shall be measured atthe fair value on the date of modification of the granted equity instruments,
and the services obtained shall be included in the capital reserve. The difference shall be recognized as
the current gain and loss.
This provision will come into effect on the date of announcement, additional relevant transactions
from 1 January 2022 to the implementation date shall be adjusted under this provision; relevant
transactions that occurred before 1 January 2022 that are not handled in accordance with this provision
shall be retrospectively adjusted, and the cumulative impact amount shall be adjusted For retained
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
earnings and other related items on 1 January 2022, the data in the comparative financial statements of
the previous period will not be adjusted. The implementation of this provision has no significant impact
on the financial standing and operating results of the Company.
(2). Changes in significant accounting estimates
□Applicable √Non-applicable
(3). From 2022 onwards, the initial implementation of new accounting standards or standard
interpretations involves adjustments to the financial statements at the beginning of the first
implementation year
□Applicable √Non-applicable
□Applicable √Non-applicable
VI. Taxes
Main categories of taxes and tax rates
√Applicable □Non-applicable
Tax Type Taxation basis Tax rate
VAT According to the provisions of the 13%、9%、6%（Note 1）
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
Consumption tax
Business tax
Urban Maintenance and Calculated based on the actual 7%、5%（Note2）
Construction Tax VAT paid
Education Surcharges Calculated based on the actual 3%
VAT paid
Local Education Surcharges Calculated based on the actual 2%
VAT paid
Enterprise income tax Calculated based on the taxable 34%、30%、28%、27%、26.5%、
income 25%、24%、20.6%、19%、16.5%、
Note 1: The sales of goods are subject to VAT at 13% of taxable income, technology development
services are subject to VAT at 6% of taxable income, and real estate leasing is subject to VAT at 9% of
taxable income.
Note 2: If there are taxable entities applicable to different corporate city maintenance and construction
tax rates, make a disclosure of statement:
Name of Taxpayer Urban Maintenance and Construction Tax Rate
Ningbo Qianhui
Sichuan Tuopu
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
Pinghu Tuopu
Taizhou Tuopu
Tuopu Mechatronic System
Zhejiang Towin
Tuopu Thermal Management 5
Skateboard Chassis 5
Shanghai Towin
Other companies
If there are taxpayers applicable to different corporate local education surcharge rates, make a disclosure
of the description
√Applicable □Non-applicable
Name of Taxpayer Income Tax Rate (%)
The Company 15
Tuopu Mechatronic System 15
Zhejiang Towin 15
Sichuan Maigao 15
Ningbo Qianhui 15
Baoji Tuopu 15
Xi’an Tuopu 15
Jinzhong Tuopu 15
Chongqing Tuopu 15
Chongqing Chassis 15
Tuopu North American Ltd 26.50
Tuopu North American USA Limited, INC 27
Tuopu International 16.50
Tuopu Poland 19
Tuopu Sweden 20.60
TUOPU (MALAYSIA) SDN.BHD. 24
Tuopu USA, LLC 28
Tuopu Brasil 34
Tuopu Mexico 30
Other company 25
√Applicable □Non-applicable
(Guo Ke Fa Huo [2016] No. 32) and the “Guidelines for the accreditation management of hi-tech
enterprises” (Guo Ke Fa Huo [2016] No.195), Ningbo Science and Technology Bureau, Ningbo Finance
Bureau, 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 and
this accreditation is valid for 3 years. Within this period of validity, the preferential tax rate for corporate
income tax is 15%, which is effective from 2021 to 2023 The corporate income tax rate for 2022 is 15%.
(Guo Ke Fa Huo [2016] No. 32) and the “Guidelines for the accreditation management of hi-tech
enterprises” (Guo Ke Fa Huo [2016] No.195), Ningbo Science and Technology Bureau, Ningbo Finance
Bureau, 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 a
hi-tech enterprise and this accreditation is valid for 3 years. Within this period of validity, the
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
preferential tax rate for corporate income tax is 15%, which is effective from 20222 to 2024. The
corporate income tax rate applicable to Tuopu Automotive Electronics for 2022 is 15%.
(Guo Ke Fa Huo [2016] No. 32) and the “Guidelines for the accreditation management of hi-tech
enterprises” (Guo Ke Fa Huo [2016] No.195), Ningbo Science and Technology Bureau, Ningbo Finance
Bureau, and Ningbo Tax Service, SAT issued the certificate of hi-tech enterprise (No.
GR202233009476). As set out in the certificate, Zehjiang Towin was accredited as a hi-tech enterprise
and this accreditation is valid for 3 years. Within this period of validity, the preferential tax rate for
corporate income tax is 15%, which is effective from 20222 to 2024. The corporate income tax rate
applicable to Zhejiang Towin for 2022 is 15%.
for the Western Development Strategy” (No. 23 [2020] Circular of the Ministry of Finance, the State
Administration of Taxation, and the National Development and Reform Commission” and “Catalogue of
Encouraged Industries in Western China”, the main operations of Sichuan Maigao were accredited as the
state encouraged industry by Sichuan Department of Economic and Information, the preferential tax rate
for corporate income tax is 15%, which is effective from 1 January 2021 to 31 December 2030. The
corporate income tax rate applicable to Sichuan Maigao for 2022 is 15%.
(Guo Ke Fa Huo [2016] No. 32) and the “Guidelines for the accreditation management of hi-tech
enterprises” (Guo Ke Fa Huo [2016] No.195), Ningbo Science and Technology Bureau, Ningbo Finance
Bureau, and Ningbo Tax Service, SAT issued the certificate of hi-tech enterprise (No.
GR202233009476). As set out in the certificate, Ningbo Qianhui was accredited as a hi-tech enterprise
and this accreditation is valid for 3 years. Within this period of validity, the preferential tax rate for
corporate income tax is 15%, which is effective from 20222 to 2024. The corporate income tax rate
applicable to Ningbo Qianhui for 2022 is 15%.
for the Western Development Strategy” (No. 23 [2020] Circular of the Ministry of Finance, the State
Administration of Taxation, and the National Development and Reform Commission” and “Catalogue of
Encouraged 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 corporate
income tax rate applicable to Baoji Tuopu for 2022 is 15%.
for the Western Development Strategy” (No. 23 [2020] Circular of the Ministry of Finance, the State
Administration of Taxation, and the National Development and Reform Commission” and “Catalogue of
Encouraged 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 corporate
income tax rate applicable to Xi’an Tuopu for 2022 is 15%.
for the Western Development Strategy” (No. 23 [2020] Circular of the Ministry of Finance, the State
Administration of Taxation, and the National Development and Reform Commission” and “Catalogue of
Encouraged 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 corporate
income tax rate applicable to Jinzhong Tuopu for 2022 is 15%.
for the Western Development Strategy” (No. 23 [2020] Circular of the Ministry of Finance, the State
Administration of Taxation, and the National Development and Reform Commission” and “Catalogue of
Encouraged 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 corporate
income tax rate applicable to Chongqing Tuopu for 2022 is 15%.
for the Western Development Strategy” (No. 23 [2020] Circular of the Ministry of Finance, the State
Administration of Taxation, and the National Development and Reform Commission” and “Catalogue of
Encouraged 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 corporate
income tax rate applicable to Chongqing Chassis for 2022 is 15%.
applicable implementation regulations, the income from investment and operation of the state-sponsored
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
public infrastructure projects shall be exempted for corporate income tax from the first to the third year,
and paid in half from the fourth to the sixth year, which commences from the taxable year of the first
sum of production and operation income. Tuopu Photovoltaic Technology (Beilun) was entitled to the
three-year tax exemption and three-year half tax payment policy from 2022 onwards.
applicable implementation regulations, the income from investment and operation of the state-sponsored
public infrastructure projects shall be exempted for corporate income tax from the first to the third year,
and paid in half from the fourth to the sixth year, which commences from the taxable year of the first
sum of production and operation income. Tuopu Photovoltaic Technology (Hangzhou Bay) was entitled
to the three-year tax exemption and three-year half tax payment policy from 2022 onwards.
applicable implementation regulations, the income from investment and operation of the state-sponsored
public infrastructure projects shall be exempted for corporate income tax from the first to the third year,
and paid in half from the fourth to the sixth year, which commences from the taxable year of the first
sum of production and operation income. Tuopu Photovoltaic Technology (Pinghu) was entitled to the
three-year tax exemption and three-year half tax payment policy from 2022 onwards.
□Applicable √Non-applicable
VII. Notes to the Items in the Consolidated Financial Statement
√Applicable □Non-applicable
Unit： Yuan Currency： RMB
Balance at the Beginning of the
Item Balance at the End of the Period
Period
Cash on Hand 11,944.28 9,367.02
Bank Balance 2,410,200,609.00 935,663,023.96
Other Cash and Bank
Balances
Total 2,795,531,830.43 1,271,450,147.37
Including: Total
Amount Deposited in 258,304,097.57 162,601,396.46
Overseas Banks
Deposits in finance
company
Other notes
Schedule of the cash and bank balances restricted for use:
Unit：Yuan Currency：RMB
Balance at the Beginning of the
Item Balance at the End of the Period
Period
Documentary Credit Deposit 372,126,161.67 328,627,756.39
L/C Guarantee deposits 4,672,875.48 7,150,000.00
Guarantee and security deposit 8,520,240.00
Total 385,319,277.15 335,777,756.39
√Applicable □Non-applicable
Unit： Yuan Currency： RMB
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
Balance at the End of the Balance at the Beginning of
Item
Period the Period
Financial assets that are measured at fair
value and whose changes are included in 954,888.48 321,507,846.86
the current profit and loss
Including:
Investment in debt instruments
Financial assets that are measured at fair 954,888.48 1,507,846.86
value and whose changes are included in
the current profit and loss
Derivative Financial Assets
Short-term financial products 320,000,000.00
Financial assets that are designated to be
measured at fair value and whose
changes are included in the current
profit and loss
Including:
Total 954,888.48 321,507,846.86
Other Notes
□Applicable √Non-applicable
□Applicable √Non-applicable
(1) Notes receivable presented by category
√Applicable □Non-applicable
Unit：Yuan Currency：RMB
Balance at the Beginning of the
Item Balance at the End of the Period
Period
Bank Acceptance Notes 385,818,798.23 364,139,072.40
Commercial Acceptance Notes 24,983,165.85
Total 410,801,964.08 364,139,072.40
(2). Notes receivable pledged by the Company at the end of the period
√Applicable □Non-applicable
Unit：Yuan Currency：RMB
Item Pledged amount by the end of period
Bank Acceptance Notes 329,764,096.73
Commercial Acceptance Notes 16,547,515.27
Total 346,311,612.00
(3). Notes receivable that the Company has endorsed or discounted at the end of the period and
that have not yet expired on the balance sheet date
□Applicable √Non-applicable
(4). Notes that the Company has transferred to accounts receivable due to a failure of contract
performance at the end of the period.
□Applicable √Non-applicable
(5). Categorical disclosure of accounts receivable
□Applicable √Non-applicable
Provision for bad debts by single item:
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
□Applicable √Non-applicable
Provision for bad debts by combination:
□Applicable √Non-applicable
If the bad debt provision is made by the general expected credit loss model, e refer to the disclosure of
other receivables:
□Applicable √Non-applicable
(6). Provision for bad debts
□Applicable √Non-applicable
(7). Notes receivable actually written off in the current period
□Applicable √Non-applicable
Other notes
√Applicable □Non-applicable
As at 31 December 2022, the balance of the company's commercial acceptance bills was RMB
Cmpany based on the principle of prudence, and the aging of the accounts receivable was calculated
continuously. Provision for bad debts of RMB 1,314,903.47 was accounted for undue commercial
acceptance bills.
(1). Disclosure by aging
√Applicable □Non-applicable
Unit：Yuan Currency：RMB
Aging Book Balance at the End of the Period
Within 1 year
Including: sub-item within 1 year
Within 1 year 4,551,006,545.30
Subtotal within 1 year 4,551,006,545.30
Over 3 years 5,860,460.91
Over 5 years 12,507,717.03
Total 4,595,786,160.91
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
(2）. Categorical disclosure by provision for bad debts
√Applicable □Non-applicable
Unit：Yuan Currency：RMB
Balance at the End of the Period Balance at the Beginning of the Period
Book Balance Bad Debt Provision Book Balance Bad Debt Provision
Category (%) Accrued Accrued
Book Value Percentag Book Value
Amount Percentag Amount Proportion Amount Proportion
e (%) Amount
e (%) (%) (%)
Bad debt
provision 7,536,306.1 7,536,306. 7,536,306.
accrued based 2 12 12
on single item
Including:
Bad debt
provision
accrued based 99.84 5.25 99.78 5.26
on
combinations
Including:
Bad debt 4,588,249,8 99.84 240,788,86 5.25 4,347,460,98 3,343,948,16 99.78 175,727,35 5.26 3,168,220,80
provision 54.79 7.03 7.76 1.21 6.26 4.95
accrued based
on aging
combinations
Total
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
Bad debt provision accrued based on single item
√Applicable □Non-applicable
Unit：Yuan Currency：RMB
Balance at the End of the Period
Name Bad Debt Accrued
Book Balance Reason for Accrual
Provision Proportion (%)
Chongqing Hyosow 4,682,782.60 4,682,782.60 100.00 Expected to be
Parts Co., Ltd. unable to recover
Henan Dongqi 2,438,745.39 2,438,745.39 100.00 Expected to be
Chenfei Rubber and unable to recover
Plastic Co., Ltd.
Zhejiang Green Field 414,778.13 414,778.13 100.00 Expected to be
Motor Co., Ltd. unable to recover
Total 7,536,306.12 7,536,306.12 100.00 /
Notes to Bad debt provision accrued based on single item:
□Applicable √Non-applicable
Bad debt provision accrued based on combinations
√Applicable □Non-applicable
√适用 □不适用
Accrued items based on combinations: Accrued items based on aging group
Unit：Yuan Currency：RMB
Balance at the End of the Period
Name
Accounts Receivable Bad Debt Provision Accrued Proportion(%)
Within 1 4,551,006,545.30 227,550,327.27 5.00
year
(including
(including
(including
(including
Over 5 5,386,189.04 5,386,189.04 100.00
years
Total 4,588,249,854.79 240,788,867.03
Recognition criteria for and notes to bad debt provision by combinations
□Applicable √Non-applicable
If the bad debt provision is made by the general expected credit loss model, e refer to the disclosure of
other receivables:
□Applicable √Non-applicable
(3). Bad debt provision
√Applicable□Non-applicable
Unit：Yuan Currency：RMB
Balance at the Amount Changed in the Current Period Balance at the
Categor
Beginning of the Withdrawa Write-of Other End of the
y Provision
Period l or f Changes Period
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
Reversal
Bad
debt
provisio
n
accrued
based on
single
item
Bad
debt
provisio
n 64,588,458.1
accrued 4
based on
combina
tions
Total 64,588,458.1
Significant withdrawal or reversal amount of provision for bad debts in the current period:
□Applicable √Non-applicable
(4). Accounts receivable actually written off in the current period
√Applicable□Non-applicable
Unit：Yuan Currency：RMB
Item Amount written off
Accounts receivable written off 52.20
Particulars about significant accounts receivable written off
□Applicable √Non-applicable
Notes to accounts receivable written off:
□Applicable √Non-applicable
(5). Accounts receivable of the top five closing balances collected by debtors
√Applicable □Non-applicable
Unit：Yuan Currency：RMB
Balance at the End of Proportion in Total
Name of Entity Bad Debt Provision
the Period
Accounts Receivable (%)
No.1
No.2
No.3
No.4
No.5
Total 2,247,824,461.96 48.90 112,391,223.09
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
(6).Accounts receivable derecognized due to the transfer of financial assets
□Applicable √Non-applicable
(7). Amount of assets and liabilities formed by the transfer of accounts receivable and continued
involvement
□Applicable √Non-applicable
Other Notes:
□Applicable √Non-applicable
√Applicable □Non-applicable
Unit：Yuan Currency：RMB
Balance at the End of the Balance at the Beginning of the
Item
Period Period
Notes receivable 1,157,514,623.70 972,493,168.64
Accounts receivable
Total 1,157,514,623.70 972,493,168.64
Changes in the financing of receivables and changes in fair value in the current period:
√Applicable □Non-applicable
Unit：Yuan Currency：RMB
Item Balance at Increase in Derecognition Other Balance at the Cumulative
the End of the Current in the Current Changes End of the loss
Previous Period Period Period provision
Year recognized
in other
comprehens
ive income
Bank 909,604,953 2,111,712,929 1,889,916,892 1,131,400,990
Acceptan .41 .29 .55 .15
ce Notes
Commerc 62,888,215. 47,010,220.75 85,719,780.41 1,934,977. 26,113,633.55
ial 23 98
Acceptan
ce Notes
Total 972,493,168 2,158,723,150 1,975,636,672 1,934,977. 1,157,514,623
.64 .04 .96 98 .70
If the bad debt provision is made by the general expected credit loss model, e refer to the disclosure of
other receivables:
□Applicable √Non-applicable
Other Notes:
√Applicable □Non-applicable
Unit：Yuan Currency：RMB
Item Pledged amount by the end of period
Bank Acceptance Notes
Commercial Acceptance Notes
Total
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
not yet expired on the balance sheet date
Unit：Yuan Currency：RMB
Item Derecognised amount at the end Not derecognised amount at the
of the period end of the period
Bank Acceptance Notes
Commercial Acceptance Notes
Total
As of December 31st, 2022, the amount of commercial acceptance notes was RMB 27,488,561.63,
the Company managed the unmatured commercial acceptance notes as accounts receivable according to
the principle of prudence and made a provision for bad debts of unmatured commercial acceptance notes
in RMB 1,374,928.08 according to the principle of continuous calculation in respect of the age of its
corresponding accounts receivable.
(1). Aging analysis of prepayments is as follows
√Applicable □Non-applicable
Unit：Yuan Currency：RMB
Balance at the Start of the
Balance at the End of the Period
Aging Period
Amount Percentage(%) Amount Percentage(%)
Within
years
years
Over 3
years
Total 117,134,585.39 100.00 84,489,104.36 100.00
(2).Particulars of advance payment of the top five closing balances by prepayment parties
√Applicable □Non-applicable
Proportion in total balance of
Name of Entity Balance at the end of the period prepayments at the end of the
period
State Grid Zhejiang Electric 6,000,000.00 5.12
Power Co., Ltd. Ningbo Power
Supply Company
Ningbo Hangzhou Bay China 5,449,834.32 4.65
Resources Gas Co., Ltd.
GLOBAL GLORY GROUP 4,532,759.30 3.87
LIMITED
Xiangtan Desheng Energy 2,165,335.27 1.85
Distribution and Sales Co., Ltd.
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
Pinghu Economic and 2,000,000.00 1.71
Technological Development
Zone Industrial Service Co.,
Ltd.
Total 20,147,928.89 17.20
Other Notes
□Applicable √Non-applicable
Presentation of items
√Applicable □Non-applicable
Unit：Yuan Currency：RMB
Balance at the beginning of the
Item Balance at the end of the period
period
Interest receivable
Dividend receivable 3,719,979.84
Other Receivables 140,748,361.64 40,959,387.43
Total 140,748,361.64 44,679,367.27
Other Notes:
□Applicable √Non-applicable
Interest receivable
(1). Category of interest receivable
□Applicable √Non-applicable
(2). Important late payment interest
□Applicable √Non-applicable
(3). Particulars of bad debt provision
□Applicable √Non-applicable
Other Notes:
□Applicable √Non-applicable
Dividend receivable
(4). Dividend Receivable
√Applicable □Non-applicable
Unit：Yuan Currency：RMB
Balance at the end of the Balance at the beginning of
Item (or Invested Entity)
period the period
Chongqing Antolin Tuopu Overhead 3,719,979.84
System Co., Ltd.
Total 3,719,979.84
(5). Important dividend receivable with an aging over 1 year
□Applicable √Non-applicable
(6). Particulars of bad debt provision
□Applicable √Non-applicable
Other Notes:
□Applicable √Non-applicable
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
Other Receivables
(7) Disclosure by aging
√Applicable □Non-applicable
Unit：Yuan Currency：RMB
Aging Book Balance at the End of the Period
Within 1 year
Including: sub-item within 1 year
Within 1 year 119,744,672.53
Subtotal within 1 year 119,744,672.53
Over 3 years 975,838.75
Over 5 years 734,660.00
Total 151,769,046.10
(8). Categorized by the nature of funds
√Applicable □Non-applicable
Unit：Yuan Currency：RMB
Book balance at the end of the Book balance at the beginning
Nature of Funds
period of the period
Petty cash funds 1,661,465.71 1,785,350.00
Security deposits 133,075,160.14 37,215,851.82
Others 17,032,420.25 5,670,597.79
Total 151,769,046.10 44,671,799.61
(9). Particulars of bad debt provision
√Applicable □Non-applicable
Unit： Yuan Currency： RMB
Phase 1 Phase 2 Phase 3
Expected credit Expected credit
Expected
Bad debt loss throughout the loss throughout the
credit loss in Total
provision duration (no credit duration (credit
the next 12
impairment impairment has
months
occurred) occurred)
Balance on
January 1, 2022
Balance of the
current period on
January 1, 2022
--Transfer to
Phase 2
--Transfer to
Phase 3
--Transfer to
Phase 2
--Transfer to
Phase 1
Provision made
in the current
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
period
Reversal in the
current period
Write-off in the
current period
Write-off in the
current period
Other changes 72,638.02 72,638.02
Balance on
December 31, 11,020,684.46 11,020,684.46
Notes to significant changes in the book balance of other receivables that have changed in the current
period:
□Applicable √Non-applicable
Amount of bad debt provision in the current period and the basis for assessing whether the credit risk of
financial instruments has increased significantly:
□Applicable √Non-applicable
(10). Particulars of bad debt provision
√Applicable □Non-applicable
Unit： Yuan Currency： RMB
Balance at Amount Changed in the Current Period
Balance at the
the
Category Other C End of the
Beginning of Provision Withdrawal
Write-off hanges Period
the Period or Reversal
Accounts
receivable
with bad debt 7,335,634. 100,000.0 72,638.0
accrued based 26 0 2
on aging
portfolio
Total 7,335,634. 100,000.0 72,638.0
Bad debt provision in the current period with significant amount of withdrawal or reversal:
□Applicable √Non-applicable
(11). Particulars of other receivables actually written off in the current period
√Applicable □Non-applicable
Unit： Yuan Currency： RMB
Item Amount written off
Other receivables written off 100,000.00
Particulars about significant other receivables written off:
□Applicable √Non-applicable
Note to other receivables written off:
□Applicable √Non-applicable
(12). Particulars of other receivables of the top five closing balances collected by debtors
√Applicable □Non-applicable
Unit： Yuan Currency： RMB
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
Proportion in
Balance of bad
Balance at the total other
Nature of debt provision
Name of Unit end of the Aging receivables at the
funds at the end of the
period end of the period
period
(%)
Administration Security 89,167,778.00 Note 58.75 6,428,060.40
Committee of deposit
Ningbo
Qianwan New
Area
Avalon Risk Security 15,322,120.00 Within 1 10.10 766,106.00
Management deposit year
Insurance Ag
Zhejiang Security 12,678,000.00 Within 1 8.35 633,900.00
Holley & deposit year
Futong
Investment
Co., Ltd.
Ruhlamat Other 6,120,000.00 Within 1 4.03 306,000.00
Automation year
Technology
(Changchun)
Co., Ltd
Total / 127,977,798.00 / 84.32 8,368,561.40
Note: The amount within 1 year is RMB 63,300,000.00, the amount due within 1-2 years is RMB
(13). Accounts receivable related to government subsidies
□Applicable √Non-applicable
(14). Other accounts receivable derecognised due to transfer of financial assets
□Applicable √Non-applicable
(15). Amount of assets and liabilities generated due to transfer of other receivables and continued
involvement
□Applicable √Non-applicable
Other Notes:
□Applicable √Non-applicable
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
(1).Category of inventories
√Applicable □Non-applicable
Unit：Yuan Currency：RMB
Balance at the End of the Period Balance at the Start of the Period
Inventory
Inventory depreciation depreciation
Item provision or contract provision or contract
Book Balance Book Value Book Balance Book Value
performance cost performance cost
impairment provision impairment
provision
Raw materials 486,063,273.70 486,063,273.70 295,991,257.60 295,991,257.60
WIPs
Finished goods 1,378,642,132.29 77,324,542.77 1,301,317,589.52 1,018,334,344.47 58,225,344.98 960,108,999.49
Revolving materials 46,509,211.87 46,509,211.87 26,763,189.32 26,763,189.32
Consumptive
biological assets
Contract performance
cost
Production cost 712,904,558.22 712,904,558.22 453,562,883.94 453,562,883.94
Delivered goods 709,066,282.35 709,066,282.35 560,557,512.72 560,557,512.72
Total 3,333,185,458.43 77,324,542.77 3,255,860,915.66 2,355,209,188.05 58,225,344.98 2,296,983,843.07
(2). Inventory depreciation provision and contract performance cost impairment provision
√Applicable □Non-applicable
Unit：Yuan Currency：RMB
Increase in the Current Period Decrease in the Current Period
Balance at the Balance at the End
Item Reversal or
Start of the Period Accrued Others Others of the Period
Write-off
Raw materials
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
WIPs
Finished goods 58,225,344.98 32,291,487.20 13,192,289.41 77,324,542.77
Revolving materials
Consumptive biological assets
Contract performance cost
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
(3). Notes to the balance at the end of the inventory period with the capitalized amount of
borrowing costs
□Applicable √Non-applicable
(4). Notes to the amortized amount in the current period of contract performance cost
□Applicable √Non-applicable
Other Notes
□Applicable √Non-applicable
(1). Particulars of contract assets
□Applicable √Non-applicable
(2). Amount and reason for the significant change in the book value during the reporting period
□Applicable √Non-applicable
(3). Particulars of impairment provision of contract assets in the current period
□Applicable √Non-applicable
If the bad debt provision is made by the general expected credit loss model, e refer to the disclosure of
other receivables:
□Applicable √Non-applicable
Other Notes:
□Applicable √Non-applicable
□Applicable √Non-applicable
□Applicable √Non-applicable
Important debt investments and other debt investments at the end of the period:
□Applicable √Non-applicable
□Applicable √Non-applicable
Unit：Yuan Currency：RMB
Balance at the End of the Balance at the Beginning of
Item
Period the Period
Contract acquisition cost
Return cost receivable
VAT input tax to be deducted 201,427,014.58 264,420,517.02
Advance payment of corporate 7,060,542.43 1,763,396.48
income tax
Advance payment of other taxes 10,207.17 3,166.41
Total 208,497,764.18 266,187,079.91
(1). Particulars of debt investment
□Applicable √Non-applicable
(2). Important debt investment at the end of the period
□Applicable √Non-applicable
(3). Particulars of provision for impairment
□Applicable √Non-applicable
The amount of impairment provision for the current period and the basis for assessing whether the credit
risk of financial instruments has increased significantly
□Applicable √Non-applicable
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
Other Notes
□Applicable √Non-applicable
(1). Particulars of other debt investments
□Applicable √Non-applicable
(2). Other important debt investments at the end of the period
□Applicable √Non-applicable
(3). Particulars of provision for impairment
□Applicable √Non-applicable
The amount of impairment provision for the current period and the basis for assessing whether the credit
risk of financial instruments has increased significantly
□Applicable √Non-applicable
Other Notes:
□Applicable √Non-applicable
(1). Particulars of long-term receivables
□Applicable √Non-applicable
(2). Particulars of provision for bad debts
□Applicable √Non-applicable
The amount of provision for bad debts in the current period and the basis for assessing whether the credit
risk of financial instruments has increased significantly
□Applicable √Non-applicable
(3). Long-term receivables derecognized due to the transfer of financial assets
□Applicable √Non-applicable
(4). The amount of assets and liabilities formed by the transfer of long-term receivables and
continued involvement
□Applicable √Non-applicable
Other Notes
□Applicable √Non-applicable
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
√Applicable □Non-applicable
√适用 □不适用
Unit： Yuan Currency： RMB
Decrease/Increase in the current period
Balance Balance of
at the Adjustmen Cash Provisio impairmen
Invested Invest Invest Investment profit and Balance at
Beginning t on other Other dividends n for t provision
Entity ment ment loss recognized under the Other the End of
of the comprehen changes or profit impairm at the end
Increa Decre equity method s the Period
Period sive in equity declared to ent of the
sed ased
income distribute accrued period
I. Joint ventures
Tuopu
Electrical 49,647,44 62,798,436
Appliances 8.77 .88
Co., Ltd.
Ningbo
Borgers Tuopu 72,441,98 9,000,000. 78,906,289
Automobile 7.22 00 .33
Parts Co., Ltd.
Subtotal 122,089,4 9,000,000. 141,704,72
II. Affiliates
Chongqing
Antolin Tuopu -7,02
Overhead -361,236.47 7,103.
.54
System Co., 07
Ltd.
Subtotal -7,02
-361,236.47 7,103.
.54
-7,02
Total 28,254,053.75 7,103.
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
(1). Particulars of other equity instrument investments
□Applicable √Non-applicable
(2). Particulars of investment in non-trading equity instruments
□Applicable √Non-applicable
Other Notes:
□Applicable √Non-applicable
□Applicable √Non-applicable
Other Notes:
□Applicable √Non-applicable
Measurement options of investment property
(1). Investment properties measured by cost method
Unit： Yuan Currency： RMB
Buildings and Projects under
Item Land use rights Total
constructions Construction
I . Original book value
(1) Purchase
(2) Transfer-in of Inventory\Fixed
assets\Construction in progress
(3) Increase from business combination
(1) Disposal
(2) Other Transfer-out 4,919,549.41 4,919,549.41
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
II. Accumulated Depreciation and Amortization
(1) Accrual or Amortization 2,170,951.14 160,536.26 2,331,487.40
(1) Disposal
(2) Other transfer-out 2,447,915.92 2,447,915.92
III. Provision for Impairment
(1) Accrual
(1) Disposal
(2) Other Transfer-out
IV. Book value
(2). Particulars of investment property without the property right certificate granted
□Applicable √Non-applicable
Other Notes
□Applicable √Non-applicable
Presentation of items
√Applicable □Non-applicable
Unit： Yuan Currency： RMB
Item Balance at the end of the period Balance at the beginning of the period
Fixed assets 8,725,700,134.49 5,831,567,302.57
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
Disposal of fixed assets
Total 8,725,700,134.49 5,831,567,302.57
Other Notes:
□Applicable √Non-applicable
Fixed Assets
(1). Particulars of fixed Assets
√Applicable □Non-applicable
Unit： Yuan Currency： RMB
光伏工程
Houses and Means of Machinery Office equipment Buildings for photovoltaic
Item Total
buildings transportation and equipment and others commercial use engineering
projects
I . Original book value:
the beginning
of the period
the Current 1,158,858,596.47 2,366,599,816.34 9,144,105.33 44,431,470.89 98,039,292.65 3,677,073,281.68
Period
(1) Purchase 19,233,438.59 543,224,855.54 4,648,718.43 32,721,355.58 599,828,368.14
(2) Transfer-in
of construction 1,134,705,608.47 1,810,284,118.78 4,369,506.56 10,815,095.18 98,039,292.65 3,058,213,621.64
in progress
(3) Increase
from business 13,090,842.02 125,880.34 895,020.13 14,111,742.49
combination
(4) Other 4,919,549.41 4,919,549.41
in the Current 384,864.89 54,718,498.71 6,151,193.74 3,504,537.38 64,759,094.72
Period
(1) Disposal or 384,864.89 54,718,498.71 6,151,193.74 3,504,537.38 64,759,094.72
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
scrapping
the end of the 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
period
II. Accumulated Depreciation
the beginning 452,656,355.04 1,869,099,945.92 25,071,547.70 112,856,984.18 3,962,482.36 2,463,647,315.20
of the period
the Current 125,723,317.67 605,150,211.48 3,391,752.29 23,354,743.37 1,533,864.14 1,292,156.40 760,446,045.35
Period
(1)
Accrual
(2) 9,910,436.07 119,586.23 842,631.88 10,872,654.18
Increase from
business
combination
（3） 2,447,915.92 2,447,915.92
Other
in the Current 35,010,775.86 5,675,707.73 1,578,206.72 42,264,690.31
Period
(1)
Disposal or 35,010,775.86 5,675,707.73 1,578,206.72 42,264,690.31
scrapping
the end of the 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
period
III. Provision for Impairment
the beginning
of the period
the Current
Period
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
(1)
Accrual
in the Current
Period
(1)
Disposal or
scrapping
Balance at the
end of the
period
IV. Book value
value at the
end of the
period
value at the
beginning of
the period
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
(2). Particulars of temporarily idle fixed assets
□Applicable √Non-applicable
(3). Particulars of fixed assets rented under financial leasing
□Applicable √Non-applicable
Fixed assets rented under operating leases
□Applicable √Non-applicable
(5). Particulars of fixed assets without property right certificate granted
√Applicable □Non-applicable
Unit：Yuan Currency：RMB
Reason for non-granted property
Item Book Value
right certificate
Houses and buildings 1,372,696,840.46 In process
Other Notes:
√Applicable □Non-applicable
Disposal of Fixed Assets
√Applicable □Non-applicable
Presentation of items
√Applicable □Non-applicable
Unit：Yuan Currency：RMB
Balance at the End of the Balance at the Beginning of the
Item
Period Period
Construction in progress 3,553,833,187.91 1,990,647,471.76
Construction supplies and
materials
Total 3,553,833,187.91 1,990,647,471.76
Other Notes:
□Applicable √Non-applicable
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
Construction in Progress
(1). Details of construction in progress
√Applicable □Non-applicable
Unit：Yuan Currency：RMB
Balance at the end of the period Balance at the beginning of the period
Item Provision for decline in Book Provision for decline in
Book Balance Book value Book value
value Balance value
Equipment and software 2,367,324,618.54 2,367,324,618.54 918,204,256.60 918,204,256.60
installation project
Tools under fabrication 137,404,271.66 137,404,271.66 97,943,256.42 97,943,256.42
Parent company project 7,852,391.90 7,852,391.90 387,660.57 387,660.57
Automotive Electronics Phase 2,792,014.72 2,792,014.72
II Project
Tuopu EV Project 417,137,085.85 417,137,085.85 741,854,318.80 741,854,318.80
Tuopu Chassis Project 5,029,993.09 5,029,993.09 167,456,827.87 167,456,827.87
Skateboard Chassis Project 427,307,484.97 427,307,484.97
Wuhan Tuopu Project 67,924.53 67,924.53 489,259.22 489,259.22
Ningbo Qianhui Project 1,137,867.18 1,137,867.18
Chongqing Tuopu Project 375,000.00 375,000.00
Ushone Electronic Chassis 4,237,442.87 4,237,442.87
Project
Tuopu Poland Project 139,934,661.06 139,934,661.06 33,701,866.37 33,701,866.37
Chongqing Chassis Project 32,549,117.36 32,549,117.36
Tuopu Photovoltaic 10,637,655.77 10,637,655.77 6,489,718.13 6,489,718.13
Technology (Beilun) Project
Tuopu Photovoltaic 2,446,905.90 2,446,905.90 18,914,514.91 18,914,514.91
Technology (Hangzhou Bay)
Project
Tuopu Photovoltaic 2,032,852.20 2,032,852.20
Technology (Pinghu) project
Taizhou Tuopu Project 390,767.23 390,767.23
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
Other sporadic construction 380,925.95 380,925.95
projects
Total 3,553,833,187.91 3,553,833,187.91 1,990,647,471.76 1,990,647,471.76
(2). Changes in significant construction in progress during the current period
√Applicable □Non-applicable
Unit：Yuan Currency：RMB
Project Includin Capital
accumula Accum g: ization
Balance Other tive ulated capitali rate of Capit
Transfer Balance Proje
at the Increased in amounts investme capitali zed the al
amounts of at the End ct
Item Budget Start of the current decreased nt as a zed interest interes
fixed assets in of the progr
the period in current percentag interest amount t in the Sour
this period Period ess
Period period e of the amoun in the current ce
budget t current period
(%) period (%)
Unde Self-
Equipment
r fund
and software 918,204,2 3,188,336,85 1,672,666,363 66,550,128. 2,367,324
constr ed or
installation 56.60 3.82 .66 22 ,618.54
uctio raise
project
n d
Unde
r Self-
Tools under 97,943,25 207,420,821. 163,486,298.1 4,473,507.7 137,404,2
constr fund
fabrication 6.42 13 5 4 71.66
uctio ed
n
Unde Self-
Parent r fund
company 7,315,358.42 674,829.60 constr ed or
project uctio raise
n d
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
Self-
Mechatronic fund
System Phase 23,245,546.91 ed or
.72 2 3 built
II Project raise
d
Unde Self-
r fund
Tuopu EV 1,300,00 741,854,3 497,286,627. 821,673,278.2 417,137,0
project 0,000.00 18.80 41 4 85.85
uctio raise
n d
Sichuan Self-
As
Maigao 1,840,699.22 1,840,699.22 fund
built
Project ed
Unde
r Self-
Taizhou 390,767.2
Tuopu Project 3
uctio ed
n
Self-
fund
Hunan Tuopu 18,070,210.6 As
Project 0 built
raise
d
Unde
Tuopu r Self-
Chassis 85.16 constr fund
Project uctio ed
n
Unde Self-
Skateboard r fund
Chassis 34.18 constr ed or
Project uctio raise
n d
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
Unde
r Self-
Wuhan 489,259.2
Tuopu Project 2
uctio ed
n
Unde
Ningbo r Self-
Qianhui 1,137,867.18 constr fund
.18
Project uctio ed
n
Unde
r Self-
Chongqing 375,000.0
Tuopu Project 0
uctio ed
n
Unde
Ushone
r Self-
Electronic 4,237,442
Chassis .87
uctio ed
Project
n
Unde
r Self-
Tuopu Poland 150,000, 33,701,86 106,232,794. 139,934,6
Project 000.00 6.37 69 61.06
uctio ed
n
Unde
Chongqing r Self-
Chassis 21.70 constr fund
Project uctio ed
n
Tuopu Unde
Photovoltaic r Self-
Technology 30,928,566.01 55.42 constr fund
(Beilun) uctio ed
Project n
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
Tuopu Unde
Photovoltaic r Self-
Technology 57,268,310.79 25.96 constr fund
(Hangzhou uctio ed
Bay) Project n
Tuopu
Photovoltaic Self-
Technology 7,809,563.65 9,842,415.85 98.42 fund
(Pinghu) ed
project
Other Unde
sporadic r Self-
construction 17,709.59 104,256.64 294,378.90 constr fund
projects uctio ed
n
Total / / / /
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
(3). Provision for impairment of construction in progress in the current period
□Applicable √Non-applicable
Other Notes
□Applicable √Non-applicable
Construction materials and supplies
(4). Particulars of construction materials and supplies
□Applicable √Non-applicable
(1). Productive biological assets measured at cost
□Applicable √Non-applicable
(2). Productive biological assets measured at fair value
□Applicable √Non-applicable
Other Notes
□Applicable √Non-applicable
□Applicable √Non-applicable
√Applicable □Non-applicable
Unit： Yuan Currency： RMB
Item Houses and buildings Total
I . Original book value
the period
Period
(1)New leases 56,073,469.30 56,073,469.30
Period
(1)Disposal 10,906,237.35 10,906,237.35
period
II. Accumulated amortization
the period
Period
(1) Accrual 25,778,438.79 25,778,438.79
Period
(1) Disposal 10,906,237.35 10,906,237.35
period
III. Provision for Impairment
the period
Period
(1) Accrual
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
Period
(1) Disposal
period
IV. Book value
period
the period
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
(1). Particulars of intangible assets
√Applicable □Non-applicable
Unit： Yuan Currency： RMB
Non-patented
Item Land use rights Patent rights Softwares Emission rights Total
technologies
I . Original book value
Current Period
(1) Purchase 354,813,466.65 49,586,554.61 404,400,021.26
(2) Internal research
and development
(3) Acquisition 1,088,518.49 1,088,518.49
Current Period
(1) Disposal
the period
II. Accumulated amortization
beginning of the period
Current Period
(1) Accrual 21,154,530.48 10,398,391.23 309,644.50 31,862,566.21
(2) Increase due to 1,007,462.18 1,007,462.18
business combination
Current Period
(1) Disposal
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
the period
III. Provision for Impairment
beginning of the period
Current Period
(1) Accrual
Current Period
(1) Disposal
the period
IV. Book value
the period
of the period
Intangible assets formed through the R&D activities within the company at the end of the period as a percentage in the balance of intangible assets
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
(2). Particulars of land use rights without property right certificate granted
□Applicable √Non-applicable
Other Notes:
□Applicable √Non-applicable
□Applicable √Non-applicable
(1) Original book value of goodwill
√Applicable □Non-applicable
Unit：Yuan Currency：RMB
Decreased in
Increased in the current
the current
period
Name of invested Balance at the period
Balance at the end
entity or matter beginning of the Generated
of the period
forming goodwill period from Dispos Othe
Other
business al r
combination
Tuopu North
American USA 1,080,371.29 1,080,371.29
Limited,INC
Ningbo Qianhui 6,058,537.77 6,058,537.77
Goodwill formed by
the acquisition of
chassis business
from Zhejiang
Towin and Sichuan
Maigao
Chongqing Tuopu 565,010.88 565,010.88
Total 286,784,889.95 565,010.88 287,349,900.83
(2) Provision of impairment in goodwill
√Applicable □Non-applicable
Unit：Yuan Currency：RMB
Name of invested Balance at the Increased in the current Decreased in the Balance at
entity or matter beginning of period current period the end of
forming goodwill the period Accrual Other Disposal Other the period
Goodwill formed
by the acquisition
of chassis business 78,108,305.
from Zhejiang 34
Towin and Sichuan
Maigao
Total 78,108,305.34
（3）Information about the asset group or combination of asset groups where the goodwill is a part
√Applicable □Non-applicable
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
For the goodwill impairment test concerning Zhejiang Towin and Sichuan Maigao, the chassis
business comprising Zhejiang Towin and Sichuan Maigao, and Tuopu Parts that ultimately carries out
the sales of the chassis business are deemed as asset groups for impairment testing. The main cash
inflows are independent of cash inflows from other assets or asset groups.
(4) Account for the process of impairment testing of goodwill, key parameters (for example, the
forecast period growth rate, stable period growth rate, profit rate, discount rate, forecast period,
etc., if applicable) and business Recognition method of reputation impairment loss
√Applicable □Non-applicable
(1) Impairment test of goodwill formed by the acquisition of chassis business of Zhejiang Towin
and Sichuan Maigao
The recoverable amount of goodwill is calculated at the present value of the expected future cash flow.
The expected cash flow is based on the cash flow forecast approved by the Company for a period of five
years(the period from 2023 to 2027 and the stable period after 2027), and estimated from sales revenue
growth rate, gross profit and other key data determined based on the historical experience and market
development forecast. The discount rate applicable to the Company is a pre-tax interest rate that reflects
the time value of currency in the current market and the particular risks of related asset group.
（5）Impact of goodwill impairment test
√Applicable □Non-applicable
After testing, the recoverable amount of the asset group containing goodwill formed by the acquisition
of chassis business of Zhejiang Towin and Sichuan Maigao exceeds the book value of the asset group
containing goodwill. Referring to the result of impairment test, no provision for goodwill impairment is
required at the end of the period.
Other Notes
□Applicable √Non-applicable
√Applicable □Non-applicable
Unit：Yuan Currency：RMB
Item Balance at the Increased in the Prepaid Other Balance at the
beginning of current period Expenses in Amounts End of the
the period This Period Decreased Period
Decoratio 35,764,795.79 48,144,468.99 15,749,208.75 3,675,968.02 64,484,088.01
n cost et
al.
Others 59,253,838.42 76,437,318.69 38,067,762.04 4,533,800.47 93,089,594.60
Total 95,018,634.21 124,581,787.68 53,816,970.79 8,209,768.49 157,573,682.61
(1). Deferred income tax assets not written off
√Applicable □Non-applicable
Unit：Yuan Currency：RMB
Balance at the beginning of the
Balance at the end of the period
period
Item Taxable Taxable Deferred
Deferred Income Tax
temporary temporary Income Tax
Liabilities
difference difference Liabilities
Provision for 339,360,231.93 77,287,878.06 248,511,325.60 56,418,547.35
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
impairment of
assets
Unrealized
profits from
internal
transactions
Deductible
loss
Deferred 367,153,765.44 64,717,907.95 269,329,507.52 44,837,700.02
income
Transactional 300,451.88 45,067.78 252,506.50 37,875.98
financial assets
Total 901,708,424.24 191,559,722.76 656,114,331.97 135,100,879.84
(2). Deferred income tax liabilities not written-off
√Applicable □Non-applicable
Unit：Yuan Currency：RMB
Balance at the beginning of the
Balance at the end of the period
period
Item Taxable Taxable Deferred
temporary Deferred Income Tax Liabilities temporary Income Tax
difference difference Liabilities
Assessed
appreciation of
assets from
business
combination of
the companies
not under the
same control
Changes in the
fair value of
other equity
instrument
investments
Changes in the
fair value of
other debt
investments
Accelerated 554,388,471.47 83,158,270.72 432,587,743.52 64,888,161.53
depreciation of
fixed assets
Temporary 131,560,999.24 19,734,149.89
differences in
convertible
bonds
Total 726,080,257.07 112,925,117.20 476,033,783.92 75,749,671.63
(3) Deferred Income Tax Assets or Liabilities Listed by Net Amount after Offset
□Applicable √Non-applicable
(4).Particulars of unrecognized deferred income tax asset
□Applicable √Non-applicable
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
(5). The deductible losses of unrecognized deferred income tax assets will expire in the following
years
□Applicable √Non-applicable
Other Notes:
□Applicable √Non-applicable
√Applicable □Non-applicable
Unit：Yuan Currency：RMB
Balance at the end of the period Balance at the beginning of the period
Provision Provision
Item Book Book
for decline Book value for decline Book Value
balance balance
in value in value
Contract
acquisition
cost
Contract
performance
cost
Return cost
receivable
Contract
assets
Prepayments 61,590,000. 61,590,000.
or 00 00
construction
equipment
Contract 692,488,74 692,488,74 558,231,000. 558,231,000.
acquisition 8.57 8.57 78 78
cost
Total
(1). Categories of short-term loan
√Applicable □Non-applicable
Unit：Yuan Currency：RMB
Balance at the beginning of the
Item Balance at the end of the period
period
Pledge loan
Mortgage loan 700,000,000.00
Guaranteed loan
Credit loan 1,131,827,400.00 513,684,440.00
Unmatured interest 709,357.84 906,666.66
Total 1,132,536,757.84 1,214,591,106.66
(2). Short-term loans that have been late for repayment
□Applicable √Non-applicable
Significant short-term loans that have been late for repayment:
□Applicable √Non-applicable
Other Notes
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
□Applicable √Non-applicable
□Applicable √Non-applicable
□Applicable √Non-applicable
(1).Presentation of notes payable
√Applicable □Non-applicable
√适用 □不适用
Unit： Yuan Currency： RMB
Balance at the beginning of the
Category Balance at the end of the period
period
Commercial acceptance
bill
Bank acceptance bill 2,986,683,115.16 2,333,423,633.37
Total 2,986,683,115.16 2,333,423,633.37
At the end of the current period, total amount of notes payable that have not yet been paid is 0 Yuan.
(1). Presentation of accounts payable
√Applicable □Non-applicable
Unit：Yuan Currency：RMB
Item Balance at the end of the Balance at the beginning of the
period period
Within 1 year (including 1 4,740,966,651.23 3,189,803,122.51
year)
Over 3 years 9,544,712.11 4,896,484.10
Total 4,828,236,418.41 3,225,754,064.50
(2). Important accounts payable aged over 1 year
□Applicable √Non-applicable
Other Notes
□Applicable √Non-applicable
(1). Presentation of advance receipts
□Applicable √Non-applicable
(2). Important accounts payable aged over 1 year
□Applicable √Non-applicable
Other Notes
□Applicable √Non-applicable
(1). Particulars of contract liabilities
√Applicable □Non-applicable
Unit：Yuan Currency：RMB
Item Balance at the end of the period Balance at the beginning of the
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
period
Within 1 year (including 1 12,611,863.68 14,378,979.25
year)
Over 3 years 6,772,283.71 3,693,130.69
Total 22,053,112.07 22,575,563.28
(2). The amount and reason for significant change in the book value during the reporting period
□Applicable √Non-applicable
Other Notes:
□Applicable √Non-applicable
(1). Presentation of payroll payable
√Applicable □Non-applicable
Unit：Yuan Currency：RMB
Balance at the
Increased in the Decreased in the Balance at the
Item Beginning of the
current period current period End of the Period
Period
I . Short-term
remuneration
II. Demission
benefits -
defined 659,318.53 105,108,788.58 104,823,419.99 944,687.12
contribution
scheme
III. Dismissal
benefits
IV. Other
benefits due
within 1 year
Total 193,766,884.51 2,074,288,204.92 1,999,356,125.66 268,698,963.77
(2) . Presentation of short-term remuneration
√Applicable □Non-applicable
Unit：Yuan Currency：RMB
Balance at the
Increased in the Decreased in the Balance at the
Item Beginning of the
current period current period End of the Period
Period
salaries,
bonuses, 191,900,064.73 1,709,166,348.78 1,636,262,540.25 264,803,873.26
allowances and
subsidies
insurance 429,025.43 49,135,769.81 48,984,706.93 580,088.31
contributions
Including:
medical
insurance
premium
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
Work
injury insurance 49,452.34 4,155,787.57 4,155,631.07 49,608.84
premium
Birth
insurance 16,585.47 323,267.76 298,670.83 41,182.40
premium
and education 516,348.90 13,001,670.68 11,534,120.51 1,983,899.07
funds
paid absences
profit sharing
plan
Total 193,107,565.98 1,969,179,416.34 1,894,532,705.67 267,754,276.65
(3). Presentation of defined contribution plan
√Applicable □Non-applicable
Unit： Yuan Currency： RMB
Balance at the
Increased in the Decreased in the Balance at the
Item beginning of
current period current period end of the period
the period
insurance 625,420.88 100,876,752.96 100,585,796.96 916,376.88
premium
Unemployment
insurance
premium
annuity payment
Total 659,318.53 105,108,788.58 104,823,419.99 944,687.12
Other Notes
□Applicable √Non-applicable
√Applicable □Non-applicable
Unit： Yuan Currency： RMB
Balance at the beginning of the
Item Balance at the end of the period
period
VAT 25,962,529.83 59,457,554.67
Consumption tax
Business tax
Enterprise Income Tax 88,955,249.29 47,368,757.82
Individual income tax 3,141,041.76 1,681,521.35
Urban Maintenance and
Construction Tax
Property tax 23,160,515.09 18,831,478.02
Education surcharges 760,938.23 1,001,931.95
Local education surcharges 526,879.13 667,098.49
Land use tax 15,948,536.03 14,114,234.70
Environmental protection tax 1,103.54 629.00
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
Disabled security fund 3,657,058.18 1,666,524.94
Special funds for water
conservancy construction
Stamp duty 6,333,004.12 1,002,092.56
Total 170,226,721.86 148,102,445.81
Presentation of items
√Applicable □Non-applicable
Unit： Yuan Currency： RMB
Balance at the end of the Balance at the beginning of
Item
period the period
Interest Payable 2,342,465.75
Dividends Payable
Other payables 20,387,402.13 15,363,015.51
Total 22,729,867.88 15,363,015.51
Other Notes:
□Applicable √Non-applicable
Interest Payable
(1). Presentation by category
√Applicable □Non-applicable
Unit： Yuan Currency： RMB
Item Balance at the end of the Balance at the beginning of the
period period
Interest on long-term loans with
interest paid in installments
Corporate bond interest 2,342,465.75
Interest payable on short-term loans
Interest on preferred stock/perpetual
bond classified as financial liabilities
Total 2,342,465.75
Significant information about overdue but unpaid interest:
□Applicable √Non-applicable
Other Notes:
□Applicable √Non-applicable
Dividends payable
(2). Presentation by category
□Applicable √Non-applicable
Other payables
(1) Other payables presented by nature of funds
√Applicable □Non-applicable
Unit： Yuan Currency： RMB
Item Balance at the end of the period Balance at the beginning of the
period
Security deposits 10,412,715.65 6,556,518.94
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
Others 9,974,686.48 8,806,496.57
Total 20,387,402.13 15,363,015.51
(2). Significant other payables aged over 1 year
□Applicable √Non-applicable
Other Notes:
□Applicable √Non-applicable
□Applicable √Non-applicable
√Applicable □Non-applicable
Unit： Yuan Currency： RMB
Item Balance at the end of the period Balance at the beginning of the
period
Long-term loans due within 1
year
Bonds payable due within 1
year
Long-term payables due
within 1 year
Lease liabilities due within 1
year
Total 23,450,209.53 19,018,076.84
Particulars of other current liabilities
√Applicable □Non-applicable
Unit： Yuan Currency： RMB
Item Balance at the end of the period Balance at the beginning of the
period
Short-term bonds payable
Return payment payable
Prepaid and deferred output 1,637,162.58 1,498,582.75
tax
Borrowings from financial 164,399,011.59 192,409,691.31
leasing company
Total 166,036,174.17 193,908,274.06
Changes in short-term bonds payable:
□Applicable √Non-applicable
Other Notes:
□Applicable √Non-applicable
(1). Category of long-term loans
√Applicable □Non-applicable
Unit： Yuan Currency： RMB
Item Balance at the end of the period Balance at the beginning of the
period
Pledge loans
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
Mortgage loans 2,485,000,000.00 310,000,000.00
Guaranteed loans
Credit loans 340,000,000.00
Total 2,825,000,000.00 310,000,000.00
Other notes, including interest rate range:
□Applicable √Non-applicable
(1). Bonds payable
√Applicable □Non-applicable
Unit： Yuan Currency： RMB
Item Balance at the end of the period Balance at the beginning of
the period
Convertible corporate bonds 2,357,411,642.30
Total 2,357,411,642.30
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
(2). Changes in bonds payable: (excluding preferred stocks, perpetual bonds and other financial instruments classified as financial liabilities)
√Applicable □Non-applicable
Unit： Yuan Currency： RMB
Accrual of Amortization Repayment
Bond Maturity Opening Issue in current
Face value Issue date Issue value interest on of premium in current Closing balance
name term balance period
face value and discount period
Tuopu 100.00 2022/7/14 6 Years 2,500,000,000.00 2,320,485,308.24 2,342,465.75 -39,268,799.81 2,357,411,642.30
Bond
Total / / / 2,500,000,000.00 2,320,485,308.24 2,342,465.75 -39,268,799.81 2,357,411,642.30
Note to bonds payable: Matters related to this public issuance of convertible corporate bonds were approved by the Company at the 14th meeting of the fourth
session of the Board of Directors held on 18 November 2021, and at the second extraordinary meeting of 2021 held on 6 December 2021. On 29 April 2022, the
Company received the "Official Reply on Approving the Public Issuance of Convertible Corporate Bonds by Ningbo Tuopu Group Co., Ltd." (Zheng Jian Ke Ke
[2022] No. 830) issued by the China Securities Regulatory Commission. The company is approved to publicly issue convertible corporate bonds at a face value of
RMB 2.5 billion, with a maturity term of 6 years.
(3). Conversion conditions and time of convertible corporate bonds
√Applicable □Non-applicable
Under the provisions of the "Offering Letter of Tuopu Group’s Public Issuance of Convertible Corporate Bonds ", the conversion price is RMB 71.38 per share,
and "Tuopu Bond" began to convert shares on 20 January 2023.
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
(4). Notes to other financial instruments classified as financial liabilities
General particulars of other financial instruments such as preferred stocks and perpetual bonds issued 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
√Applicable □Non-applicable
Unit： Yuan Currency： RMB
Item Balance at the end of the Balance at the beginning of
period the period
Lease liabilities 90,535,026.04 59,703,191.10
Less: Lease liabilities due within -23,450,209.53 -19,018,076.84
one year
Total 67,084,816.51 40,685,114.26
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
□Applicable √Non-applicable
□Applicable √Non-applicable
Deferred income
√Applicable □Non-applicable
Unit： Yuan Currency： RMB
Balance at the
Increased in the Decreased in Balance at the
Item beginning of the Reason
period the period end of the period
period
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
Government 269,329,507.52 126,930,079.00 29,105,821.08 367,153,765.44
grants
Total 269,329,507.52 126,930,079.00 29,105,821.08 367,153,765.44 /
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
Items related to government grants:
√Applicable □Non-applicable
Unit： Yuan Currency： RMB
Amount Amount
Balance at the Additional included in included in other Other
Balance at the Assets-related/
Item beginning of the grants increased non-operating income in this change
end of the period income-related
period in the period income in the period s
period
Automobile composite fiber
production project
Production and application
technology transformation project
of lightweight materials for
vehicles
Technological transformation
project of high-performance 1,551,420.00 4,186,900.00 456,926.52 5,281,393.48 Assets-related
Vibration Control system
Production line transformation
project of high-performance 2,204,952.00 551,238.00 1,653,714.00 Assets-related
Vibration Control system for cars
Digital workshop project with an
annual capacity of 120,000 sets of 3,647,606.90 405,289.68 3,242,317.22 Assets-related
intelligent brake systems
Machine substitution for human
project with an annual capacity of
products
Technological transformation
project of high-performance
Vibration Control system for
automobiles
Technological Transformation
Project of Automobile Interior and 6,062,299.64 815,466.48 5,246,833.16 Assets-related
Exterior Trim Parts
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
Technological Transformation
Project of Automobile Lightweight 6,406,795.12 915,256.45 5,491,538.67 Assets-related
Parts Production Line
Technological Improvement
Project for Automobile 10,278,279.33 1,081,924.08 9,196,355.25 Assets-related
Lightweight Chassis Components
Technological transformation
project of automobile lightweight 973,459.48 108,162.12 865,297.36 Assets-related
chassis system production line
Technological Transformation
Project of Automobile Lightweight 6,127,625.93 875,375.13 5,252,250.80 Assets-related
Control Arms
Technological transformation
project of lightweight auto parts
Tuopu Intelligent Automotive
Electronics Industrial Park Project
Auto parts production and
industrial automation projects
Technological transformation
project for the production line of
automotive lightweight alloy parts 7,790,289.83 1,000,000.20 6,790,289.63 Assets-related
with an annual capacity of 300,000
sets
Technological Transformation
Project of Automobile
High-Performance Vibration
Control System
Land leveling subsidies 7,623,599.06 155,197.84 7,468,401.22 Assets-related
Technological Transformation
Project of Automobile
High-Performance Vibration 6,229,166.66 650,000.02 5,579,166.64 Assets-related
Control System with an annual
capacity of 2 million sets
Technological transformation
project of NVH interior trim parts
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
Technological transformation
project of automobile lightweight 6,229,166.67 650,000.02 5,579,166.65 Assets-related
parts
Technological transformation
project of automobile lightweight
parts with an annual capacity of 3
million sets
Technological transformation
project of NEV front and rear axle 19,666,666.67 2,000,000.04 17,666,666.63 Assets-related
assembly
Pinghu Tuopu Auto Parts
Production Project
Relocation project of interior trim
parts with an annual capacity of 663,562.78 110,593.80 552,968.98 Assets-related
Technological transformation
project of lightweight suspension
system with an annual capacity of
Hunan Xiangtan Auto Parts
Industry Base Project
Tuopu Chassis Auto Parts Industry
Base Project
Production line project with an
annual capacity of 300,000 sets of 574,743.94 86,798.28 487,945.66 Assets-related
related auto parts
Automobile chassis parts project
with an annual capacity of 500,000 4,404,458.55 103,229.50 4,301,229.05 Assets-related
sets
Production line project of
passenger car chassis suspension
related parts with an annual
capacity of 500,000 sets
Technological transformation
project of automobile suspension 3,163,631.72 412,001.76 2,751,629.96 Assets-related
chassis production line with annual
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
capacity of 500,000 sets
Technological transformation
project of automobile front and rear
axle production line with annual
capacity of 200,000 sets
Technological transformation
project of automobile suspension
chassis production line with annual
capacity of 300,000 sets
Automobile Fabric Production Line
Project
Intelligent factory construction
project with an annual capacity of 2
million sets of automotive interior
trim parts
Technological transformation
project of car roof, carpet assembly
and other interior trim parts with an
annual capacity of 1.6 million sets
Auto Parts Production Project of
Liudong New District
Auxiliary project outside the
factory
Shenyang Tuopu Auto Parts Base
Project
NEV thermal management system
digital workshop project with an 20,000,000.00 1,538,461.53 18,461,538.47 Assets-related
annual capacity of 250,000 sets
Technological transformation
project of NEV chassis critical 7,201,900.00 124,170.69 7,077,729.31 Assets-related
parts
Technological transformation
project of automobile lightweight 19,904,000.00 1,492,800.03 18,411,199.97 Assets-related
steering system
Technological transformation 2,000,000.00 116,666.69 1,883,333.31 Assets-related
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
project of district-level NEV front
and rear axle assembly
Technological transformation
project of district-level lightweight 2,000,000.00 116,666.69 1,883,333.31 Assets-related
steering system
Subsidies for technological
transformation of district-level
automobile disc Vibration Control
system
Transformation Project of
Automobile Chassis Vibration
Control System
Technological transformation
project of NEV battery bracket
with an annual capacity of 200,000
sets
Technological transformation
project of production line of
automobile lightweight chassis 4,386,700.00 384,308.30 4,002,391.70 Assets-related
system with an annual capacity of
Tuopu’s production base project of
NEV lightweight chassis system
and interior sound insulation
system
Total 269,329,507.52 126,930,079.00 29,105,821.08 367,153,765.44
Other Notes:
□Applicable √Non-applicable
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
□Applicable √Non-applicable
√Applicable □Non-applicable
Unit： Yuan Currency： RMB
Increased or decreased amount in this period (+/-)
Balance at the Shares
converted Balance at the end
beginning of the
New Bonus from Subtotal of the period
period Others
issue issue capital
reserves
Total 1,102,046,572.00 1,102,046,572.00
shares
(1). (1). Basic information of other financial instruments such as preferred stocks and perpetual
bonds issued at the end of the period
√Applicable □Non-applicable
Unit：Yuan Currency：RMB
As at the end of last Decrease in this
Outstanding Increase in this period As at the end of this period
year period
financial
Book Book
instruments Quantity Quantity Book value Quantity Quantity Book value
value value
Equity value
of
convertible
bonds
Total 25,000,000.00 143,214,233.30 25,000,000.00 143,214,233.30
(2). Changes in financial instruments such as preferred stocks and perpetual bonds issued at the end of
the period □Applicable √Non-applicable Changes in other equity instruments during the current
period, the reason for the changes, and the basis for related accounting treatments:
√Applicable □Non-applicable
On 14 July 2022, the company issued 25 million convertible corporate bonds, netting of
sponsorship and underwriting fees and other issuance expenses, the equity shares of the convertible
corporate bonds are valued at RMB 143,214,233.30.
Other Notes
□Applicable √Non-applicable
√Applicable □Non-applicable
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
Unit： Yuan Currency： RMB
Balance at the
Increased in the Decreased in the Balance at the end
Item beginning of the
period period of the period
period
Capital
premium (equity 5,340,788,538.03 5,340,788,538.03
premium)
Other capital
reserves
Total 5,340,798,886.81 5,340,798,886.81
□Applicable √Non-applicable
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
√Applicable □Non-applicable
Unit： Yuan Currency： RMB
Amount incurred in the current period
Less:
Recorded into
Less: recorded
Amount other
into other
incurred comprehensive
Balance at comprehensive Less: Attributable Attributable Balance at the
before incomes in
Item the beginning incomes in Income to the to the end of the
income tax previous
of the period previous period Tax Company minority period
in the period and
and transferred Expense after tax shareholders
current transferred to
to P/L in after tax
period retained
current period
income in
current period
that cannot be reclassified into
profit and loss
Including: re-measurement of
changes in defined benefit plans
Other comprehensive income
that cannot be transferred to profit
and loss under the equity method
Changes in the fair value of
other equity instrument
investments
Changes in fair value of the
enterprise's own credit risk
that will be reclassified into profit -24,978,896.47 3,666,722.58 3,635,064.61 31,657.97 -21,343,831.86
and loss
Including: other comprehensive
income that can be transferred to
profit or loss under the equity
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
method
Changes in the fair value of
other debt investments
Amount of financial assets
reclassified and included in other
comprehensive income
Provision for impairment of
other debt investment
Cash flow hedge reserves
Translation difference of foreign
-24,978,896.47 3,666,722.58 3,635,064.61 31,657.97 -21,343,831.86
currency financial statements
Total -24,978,896.47 3,666,722.58 3,635,064.61 31,657.97 -21,343,831.86
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
□Applicable √Non-applicable
√Applicable □Non-applicable
Unit： Yuan Currency：人 RMB
Item Balance at the Increased in the Decreased in the Balance at the end
beginning of the current period current period of the period
period
Statutory surplus
reserve
Discretionary
surplus reserve
Reserve fund
Business
development fund
Others
Total 543,809,467.58 87,675,439.36 631,484,906.94
Notes to the surplus reserve, including the changes in the current period and the reason for such changes:
The statutory surplus reserve at RMB 87,675,439.36 shall be withdrawn at 10% of the parent
company's net profit in 2022.
√Applicable □Non-applicable
√适用 □不适用
Unit： Yuan Currency： RMB
Item Current period Previous period
Undistributed Profit before
Adjustment at the End of Previous 3,627,091,164.15 2,868,429,319.48
Period
Adjust the total undistributed profits
at the start of the period (increase +,
decrease -)
Undistributed Profit after Adjustment
at the Start of the Period
Add: net profit attributable to parent
company's owner in current period
Less: withdrawal of statutory surplus
reserve
Withdrawal of discretionary
surplus reserve
Withdrawal of general risk
reserve
Ordinary stock dividend
payable
Ordinary stock dividends
converted into equity
Undistributed profit at the end of the
period
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
Adjust the particulars of undistributed profit at the beginning of the period:
and updated regulations on undistributed profit at the beginning of the period is RMB 0.
RMB 0.
the period is RMB 0.
undistributed profit at the beginning of the period is RMB 0.
RMB 0.
Other notes to undistributed profits:
According to the resolution passed at 2021 Annual General Meeting, the Company distributed
RMB 2.78 per 10 shares (tax included) to all shareholders as cash dividends with total shares on the
record date for distribution plan as the base number, and total dividends at 306,368,947.02 were
distributed.
(1). Particulars of operating income and operating cost
√Applicable □Non-applicable
Unit： Yuan Currency： RMB
Amount incurred in the current period Amount incurred in previous period
Item
Income Cost Income Cost
Main
operation
Other
operations
Total 15,992,821,677.50 12,535,999,713.52 11,462,693,679.86 9,184,077,297.76
(2). Particulars of the income generated from contract
□Applicable √Non-applicable
Notes to the income generated from contract:
□Applicable √Non-applicable
(3). Notes to discharge of obligation
□Applicable √Non-applicable
(4). Notes to allocation to remaining performance obligations
□Applicable √Non-applicable
√Applicable □Non-applicable
Unit： Yuan Currency： RMB
Amount incurred in the current Amount incurred in previous
Item
period period
Consumption tax
Business tax
Urban Maintenance and
Construction Tax
Education Surcharges 8,436,734.19 6,455,753.70
Local education surcharges 5,644,006.80 4,303,835.79
Resource tax
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
Property tax 27,651,170.58 21,515,066.02
Land use tax 17,995,826.92 16,449,340.89
Vehicle and vessel use tax 24,550.17 12,364.20
Stamp duty 15,190,093.92 6,852,247.53
Environmental protection tax 8,906.26 5,438.02
Other 2,018.37 52,674.98
Total 94,289,020.85 70,224,214.79
√Applicable □Non-applicable
Unit： Yuan Currency： RMB
Amount incurred in the Amount incurred in previous
Item
current period period
Service expense 109,899,256.12 50,940,416.94
Payroll 44,657,755.33 38,437,400.69
Business hospitality expense 37,010,223.15 24,433,913.11
Repair cost 18,444,298.23 29,420,327.87
Travel expense 2,995,309.53 1,596,474.90
Packaging fee 220,060.23 4,271,537.36
Vehicle cost 2,361,808.37 1,954,686.43
Exhibition fee 77,449.04 152,003.55
Others 4,574,078.99 5,836,564.25
Total 220,240,238.99 157,043,325.10
√Applicable □Non-applicable
Unit： Yuan Currency： RMB
Item Amount incurred in the Amount incurred in
current period previous period
Payroll 262,599,790.51 171,416,024.47
Depreciation expense 36,837,913.40 30,407,710.34
Business hospitality expense 6,018,073.32 3,957,890.66
Vehicle cost 4,626,622.25 4,542,149.34
Travel expenses 3,518,859.88 1,947,584.16
Amortization of intangible assets 23,450,973.42 18,998,330.47
Office expenses 7,984,646.86 6,012,157.49
Insurance premiums 8,499,492.06 4,837,503.52
Intermediary fee 3,514,560.93 2,969,590.10
Utility bills 5,676,985.16 3,348,375.98
Service charge 24,108,615.53 18,238,900.61
Rent 1,939,293.38 841,545.66
Others 34,504,938.24 27,932,790.18
Total 423,280,764.94 295,450,552.98
√Applicable □Non-applicable
Unit： Yuan Currency： RMB
Item Amount incurred in the Amount incurred in
current period previous period
Material expense 245,683,306.81 162,342,968.61
Payroll 336,559,416.53 214,518,848.62
Depreciation and amortization 71,219,137.09 62,981,076.35
Transportation and storage fee 6,393,329.67 3,168,860.40
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
Energy consumption fee 42,712,061.81 22,188,941.44
Travel expense 8,486,077.87 4,221,736.13
Trial production expense 12,516,062.79 8,192,628.32
Others 27,149,195.52 24,878,396.51
Total 750,718,588.09 502,493,456.38
√Applicable □Non-applicable
Unit： Yuan Currency： RMB
Amount incurred in the Amount incurred in
Item
current period previous period
Interest expense 135,057,511.74 22,173,845.92
Interest income -35,832,053.75 -23,748,186.60
Gain and loss from exchange -116,353,244.34 33,623,332.61
Handling charge 5,124,497.84 3,569,455.54
Total -12,003,288.51 35,618,447.47
√Applicable □Non-applicable
Unit： Yuan Currency： RMB
Amount incurred in the current Amount incurred in previous
Item
period period
Government grants 62,111,199.70 35,898,407.13
Withholding personal income 383,299.22 53,705.44
tax fees
Total 62,494,498.92 35,952,112.57
Other Notes:
Government grants included in other income:
Unit： Yuan Currency： RMB
Item Amount in Amount in
the current previous period Assets-related/Income-related
period
Automobile composite fiber
production project
Production and application
technology transformation
project of lightweight materials
for vehicles
Technological transformation
project of high-performance 456,926.52 172,380.00 Assets-related
Vibration Control system
Production line transformation
project of high-performance
Vibration Control system for
cars
Digital workshop project with an
annual capacity of 120,000 sets 405,289.68 393,393.10 Assets-related
of intelligent brake systems
Machine substitution for human
project with an annual capacity
of 700,000 sets of Vibration
Control products
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
Technological transformation
project of high-performance
Vibration Control system for
automobiles
Technological Transformation
Project of Automobile Interior 815,466.48 815,466.48 Assets-related
and Exterior Trim Parts
Technological Transformation
Project of Automobile
Lightweight Parts Production
Line
Technological Improvement
Project for Automobile
Lightweight Chassis
Components
Technological transformation
project of automobile lightweight 108,162.12 27,040.52 Assets-related
chassis system production line
Technological Transformation
Project of Automobile 875,375.13 875,375.13 Assets-related
Lightweight Control Arms
Technological transformation
project of lightweight auto parts
Tuopu Intelligent Automotive
Electronics Industrial Park 1,385,714.25 1,385,714.25 Assets-related
Project
Auto parts production and
industrial automation projects
Technological transformation
project for the production line of
automotive lightweight alloy 1,000,000.20 1,000,000.10 Assets-related
parts with an annual capacity of
Technological Transformation
Project of Automobile
High-Performance Vibration
Control System
Land leveling subsidies 155,197.84 105,516.94 Assets-related
Technological Transformation
Project of Automobile
High-Performance Vibration 650,000.02 270,833.34 Assets-related
Control System with an annual
capacity of 2 million sets
Technological transformation
project of NVH interior trim 288,910.02 120,379.20 Assets-related
parts
Technological transformation
project of automobile lightweight 650,000.02 270,833.33 Assets-related
parts
Technological transformation
project of automobile lightweight
parts with an annual capacity of
Technological transformation
project of NEV front and rear 2,000,000.04 333,333.33 Assets-related
axle assembly
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
Pinghu Tuopu Auto Parts
Production Project
Relocation project of interior
trim parts with an annual 110,593.80 110,593.80 Assets-related
capacity of 300,000 sets
Hunan Xiangtan Auto Parts
Industry Base Project
Tuopu Chassis Auto Parts
Industry Base Project
Production line project with an
annual capacity of 300,000 sets 86,798.28 86,798.28 Assets-related
of related auto parts
Automobile chassis parts project
with an annual capacity of 103,229.50 103,229.49 Assets-related
Production line project of
passenger car chassis suspension
related parts with an annual
capacity of 500,000 sets
Technological transformation
project of automobile suspension
chassis production line with
annual capacity of 500,000 sets
Technological transformation
project of automobile front and
rear axle production line with
annual capacity of 200,000 sets
Technological transformation
project of automobile suspension
chassis production line with
annual capacity of 300,000 sets
Automobile Fabric Production
Line Project
Intelligent factory construction
project with an annual capacity
of 2 million sets of automotive
interior trim parts
Technological transformation
project of car roof, carpet
assembly and other interior trim 165,000.00 165,000.00 Assets-related
parts with an annual capacity of
Auto Parts Production Project of
Liudong New District
Auxiliary project outside the
factory
Shenyang Tuopu Auto Parts
Base Project
NEV thermal management
system digital workshop project
with an annual capacity of
Technological transformation
project of NEV chassis critical 124,170.69 Assets-related
parts
Technological transformation 1,492,800.03 Assets-related
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
project of automobile lightweight
steering system
Technological transformation
project of district-level NEV 116,666.69 Assets-related
front and rear axle assembly
Technological transformation
project of district-level 116,666.69 Assets-related
lightweight steering system
Subsidies for technological
transformation of district-level
automobile disc Vibration
Control system
Transformation Project of
Automobile Chassis Vibration
Control System
Technological transformation
project of production line of
automobile lightweight chassis 384,308.30 Assets-related
system with an annual capacity
of 100,000 sets
Industrial Special Fund Subsidies 3,120,000.00 708,000.00 Income-related
Output value up to standard 2,600,000.00 Income-related
Grants for science and
technology projects
Recruitment subsidy 823,802.16 37,397.00 Income-related
Receipt of further government
grants of refinancing incentives
Stable employment subsidies 3,079,711.93 673,175.94 Income-related
Trademark brand grants 18,000.00 Income-related
One-off subsidy for job offers 307,000.00 Income-related
Enterprise cultivation incentives 1,050,000.00 10,000.00 Income-related
Grants for enterprise R&D
investment
Receipt of boiler subsidy 14,500.00 Income-related
PCR testing fee subsidy for
imported goods
Science and Technology Project
Funding
Tax credits 9,301,675.80 6,164,774.00 Income-related
relief by the Economic 603,924.00 Income-related
Development Bureau
Incentives for Industrial
Production Increase and 950,000.00 1,370,000.00 Income-related
Capacity Boost
High-quality Investment Project
Award of the New District 650,000.00 100,000.00 Income-related
Industrial Economy "Rank List"
Grants to boost business
development
Technology incentives and
subsidies
Provincial Industrial Design
Center
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
Occupational Hygiene Subsidy 2,000.00 Income-related
subsidy for pollution source 60,000.00 Income-related
monitoring
Technology subsidy 303,700.00 500,000.00 Income-related
Government Economic
Conference Award
Project construction fund granted
from the Administration
Committee of the Development
Zone
Subsidy for safety production
standard enterprise
Receipt of reward for yield per
mu
Subsidy for reopening and
production resumption
Subsidy for the construction of
electricity monitoring system for
enterprise waste gas treatment
facilities
Special subsidies for patents 22,400.00 Income-related
Electricity subsidy 45,204.73 1,066,871.59 Income-related
Corporate funding subsidies 9,728.48 Income-related
VAT exemption for veterans 95,250.00 Income-related
Import discount subsidies 816,312.00 Income-related
High-tech enterprise grants 100,000.00 Income-related
“Made in Zhejiang” quality
goods
Unemployment benefit 59,150.00 Income-related
"Working instead of training"
subsidy notice for unemployment 315,613.08 Income-related
insurance special account
Operation and maintenance
subsidy for self-pollution control 60,000.00 Income-related
system
The seventh batch of special
funds for the high-quality
development of 2021 100,000.00 Income-related
manufacturing industry
government grants
Investment promotion incentives
from the High-tech Zone
Incentive funds for clean
production qualified enterprise
Total 62,111,199.70 35,898,407.13
√Applicable □Non-applicable
Unit： Yuan Currency： RMB
Amount incurred in Amount incurred in
Item
the current period previous period
Long-term equity investment income calculated
by the equity method
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
Investment income from disposal of long-term
equity investments
Investment income of trading financial assets
during the holding period
Dividend income from other equity instrument
investments during the holding period
Interest income from debt investment during the
holding period
Interest income from other debt investments
during the holding period
Investment income from disposal of trading
financial assets
Investment income from the disposal of other
equity instrument investments
Investment income from disposal of debt
investment
Investment income from the disposal of other
debt investments
Income from debt restructuring
Investment income from financial management 10,877,828.03 17,563,635.87
products
Total 39,131,881.78 35,465,407.66
□Applicable √Non-applicable
√Applicable □Non-applicable
Unit：Yuan Currency：RMB
Sources of income from changes in Amount incurred in the Amount incurred in previous
fair value current period period
Transactional financial assets -552,958.38 252,506.50
Including: income from changes in
fair value generated by derivative
financial instruments
Transactional financial liabilities
Investment real estate measured at
fair value
Total -552,958.38 252,506.50
√Applicable □Non-applicable
Unit：Yuan Currency：RMB
Amount incurred in the Amount incurred in previous
Item
current period period
Bad debt loss on accounts receivable -321,131.09 1,870,836.33
Bad debt loss on accounts receivable 64,588,458.14 72,915,760.15
Bad debt loss on other receivables 7,335,634.26 1,137,034.47
Impairment loss of debt investment
Impairment loss of other debt
investment
Bad debt loss of long-term receivables
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
Impairment loss of contract assets
Impairment loss on receivables -298,943.42
financing
Total 71,304,017.89 75,923,630.95
√Applicable □Non-applicable
Unit：Yuan Currency：RMB
Amount incurred in the Amount incurred in previous
Item
current period period
loss of contract performance cost 32,291,487.20 24,461,606.50
impairment
impairment losses
estate
materials
progress
biological assets
assets
Total 32,291,487.20 69,095,096.13
√Applicable □Non-applicable
Unit：Yuan Currency：RMB
Item Amount incurred in the current Amount incurred in previous
period period
Income from disposal of assets -24,682.27 195,282.02
Total -24,682.27 195,282.02
Particulars about non-operating income
√Applicable □Non-applicable
Unit：Yuan Currency：RMB
Amount included in
Amount incurred
Amount incurred in the current
Item in the current
previous period non-recurring profit
period
and loss
Total gains from disposal of 749,282.01 473,734.86 749,282.01
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
non-current assets
Including: gains from disposal of
fixed assets
Gains from disposal of
intangible assets
Gains from non-monetary asset
exchange
Capital from donation
Government grants
Compensation income 729,390.86 5,095,707.41 729,390.86
Other 4,701,351.31 2,485,841.49 4,701,351.31
Total 6,180,024.18 8,055,283.76 6,180,024.18
Government grants included in current profit and loss
□Applicable √Non-applicable
Other Notes:
□Applicable √Non-applicable
√Applicable □Non-applicable
Unit： Yuan Currency： RMB
Amount included
Amount incurred
Amount incurred in in the current
Item in the current
previous period non-recurring profit
period
and loss
Total loss from disposal of
non-current assets
Including: Loss on disposal of
fixed assets
Loss on disposal of
intangible assets
Loss from exchange of
non-monetary assets
External donation 51,000.00 52,000.00 51,000.00
Special funds for water 324,716.86 119,510.77
conservancy construction
Loss from debt restructuring 2,634,825.43
Others 14,757,494.23 1,318,948.13 14,757,494.23
Total 24,018,137.53 6,415,200.41 23,693,420.67
(1). Schedule of income tax expense
√Applicable □Non-applicable
Unit： Yuan Currency： RMB
Amount incurred in the Amount incurred in previous
Item
current period period
Income tax expense in the current
period
Deferred income tax expense -44,420,061.63 -16,290,635.75
Total 260,945,038.07 128,441,109.88
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
(2). Adjustment process of accounting profit and income tax expense
√Applicable □Non-applicable
Unit： Yuan Currency： RMB
Item Amount incurred in the
current period
Total profits 1,959,911,761.23
Income tax expense calculated at the statutory/applicable tax rate 293,986,764.18
Impact of different tax rates applied to subsidiaries 36,416,691.14
Adjusted impact of income tax in prior periods -942,513.52
Impact of non-taxable income -4,238,108.06
Impact of non-deductible costs, expenses and losses 49,078,935.03
Impact of using deductible losses of deferred income tax assets that have
-13,224,833.32
not been recognized in the previous period
Impact of deductible temporary differences or deductible losses on 20,047,893.34
unrecognized deferred income tax assets in the current period
Changes in deferred tax assets/liabilities at the beginning of the period due -14,107.94
to tax rate adjustments
Impact of additional tax deductions for enterprise research and development -106,145,549.28
Impact of equipment one-time deduction -14,020,133.50
Income tax expense 260,945,038.07
Other Notes:
□Applicable √Non-applicable
√Applicable □Non-applicable
Details are available in “Note VII. 57. Other comprehensive income”
(1). Other cash received related to operating activities
√Applicable □Non-applicable
Unit： Yuan Currency： RMB
Item Amount incurred in the Amount incurred in previous
current period period
Receipt of temporary loans 17,322,977.96 9,870,651.53
Interest income 35,832,053.75 23,748,186.60
Government grants 159,935,457.62 91,023,612.09
Income from compensation and 5,095,707.41
fines 680,464.56
Others 5,291,280.11 2,472,596.93
Total 219,062,234.00 132,210,754.56
(2). Other cash paid related to operating activities
√Applicable □Non-applicable
Unit： Yuan Currency： RMB
Item Amount incurred in the Amount incurred in previous
current period period
Payment of temporary loans 59,433,238.23 21,307,017.67
Business hospitality expense 43,400,088.07 28,639,513.45
Repair cost 19,609,483.12 31,860,199.53
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
R&D spending 341,281,543.93 221,890,701.22
Travel expense 14,930,153.21 7,765,795.19
Insurance premium 9,054,995.28 5,781,916.33
Office expense 11,128,840.34 8,636,977.49
Vehicle expense 8,809,652.39 7,884,317.20
Service charge 134,005,493.67 67,304,477.69
Intermediary fee 3,784,601.20 2,969,590.10
Packaging fee 220,060.23 4,271,537.36
Utility bill 40,454,623.07 7,224,430.01
Rent 2,141,668.28 1,092,235.11
Others 11,843,441.29 23,358,264.36
Total 700,097,882.31 439,986,972.71
(3). Other cash received related to investment activities
√Applicable □Non-applicable
Unit： Yuan Currency： RMB
Item Amount incurred in Amount incurred in
the current period previous period
Impact of business combination under
non-common control on Chongqing Tuopu
Total 16,909,763.45
(4). Other cash paid related to investment activities
√Applicable □Non-applicable
Unit： Yuan Currency： RMB
Item Amount incurred in Amount incurred in
the current period previous period
Performance bond paid 63,300,000.00
Total 63,300,000.00
(5). Other cash received related to financing activities
√Applicable □Non-applicable
Unit： Yuan Currency： RMB
Item Amount incurred in Amount incurred in
the current period previous period
Borrowings received from financial leasing 1,000,000.00
company 169,600,000.00
Total 169,600,000.00 1,000,000.00
(6). Other cash paid related to financing activities
√Applicable □Non-applicable
Unit： Yuan Currency： RMB
Item Amount incurred in Amount incurred in
the current period previous period
Cash paid for lease liabilities 27,372,300.13 15,071,874.82
Repayment of borrowings to the the financial 57,090,308.69
leasing company 371,010,679.72
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
Total 398,382,979.85 72,162,183.51
(1). Additional information on cash flow statement
√Applicable □Non-applicable
Unit： Yuan Currency： RMB
Amount in the current Amount in previous
Additional Information
period period
Net Profit 1,698,966,723.16 1,017,831,940.52
Add: provision for impairment of assets 32,291,487.20 69,095,096.13
Credit impairment provision 71,304,017.89 75,923,630.95
Depreciation of fixed assets, oil and gas assets,
productive biological assets
Depreciation of right-of-use assets 25,778,438.79 13,882,969.37
Amortization of Intangible Assets 32,023,102.50 24,980,451.20
Amortization of long-term prepaid expenses 53,816,970.79 39,621,128.32
Losses on disposal of fixed assets, intangible
assets and other long-term assets (income as in 24,682.27 -195,282.02
“-”)
Losses on scrapping of fixed assets (income as in
“-”)
Losses on fair value changes (income as in “-”) 552,958.38 -252,506.50
Financial expenses (income as in “-”) 18,295,707.31 44,973,507.21
Losses on investment (income as in “-”) -39,131,881.78 -35,465,407.66
Decrease on deferred income tax assets (increase
-56,322,407.21 -40,132,319.96
as in “-”)
Increase on deferred income tax liabilities
(decrease as in “-”)
Decrease on inventories (increase as in “-”) -982,835,107.50 -818,693,612.69
Decrease on operational receivables (increase as
-1,370,975,787.03 -685,956,317.99
in “-”)
Increase on operational payables (decrease as in
“-”)
Others
Net cash flow generated by operating activities 2,284,020,088.40 1,186,819,193.35
Conversion of debt into capital
Convertible corporate bonds due within one year
Fixed assets under financing lease
Closing balance of cash 2,410,212,553.28 935,672,390.98
Less: opening balance of cash 935,672,390.98 674,866,422.08
Add: closing balance of cash equivalents
Less: opening balance of cash equivalents
Net additions to balance of equivalents 1,474,540,162.30 260,805,968.90
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
(2). Net cash receipts from disposal of subsidiaries in this period
√Applicable □Non-applicable
Unit： Yuan Currency： RMB
Amount
Cash or cash equivalents paid in the current period for business 11,556,120.82
combination occurred in the current period
Including: Chongqing Tuopu Automobile Parts Co., Ltd. 11,556,120.82
Less: Cash and cash equivalents held by the Company on the date 28,465,884.27
of purchase
Including: Chongqing Tuopu Automobile Parts Co., Ltd. 28,465,884.27
Add: cash or cash equivalents paid in the current period for
business combinations that occurred in prior periods
Net cash paid by subsidiaries -16,909,763.45
(3). Net cash received from disposal of subsidiaries in the current period
□Applicable √Non-applicable
(4). Composition of cash and cash equivalents
√Applicable □Non-applicable
Unit： Yuan Currency： RMB
Balance at the end of the Balance at the beginning of
Item
period the period
Including: cash on hand 11,944.28 9,367.02
Bank deposits that can be used
for payment at any time
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
Including: bond investments due
within three months
equivalents at the end of the period
Including: cash and cash
equivalents that are restricted for us
by the parent company or subsidiary
within the group
Other Notes:
√Applicable □Non-applicable
“Balance of cash and cash equivalents at the end of the period” as contained in the current cash
flow statement is RMB 385,319,277.15 less than the "monetary funds" at the end of the period as
contained in the consolidated balance sheet, because the deposit of RMB 385,319,277.15 for bills and
L/C is not treated as cash and cash equivalents.
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
Give the name of the item “others” adjusting the balance at the end of previous year and the amount of
adjustment:
□Applicable √Non-applicable
√Applicable □Non-applicable
Unit： Yuan Currency： RMB
Item Book value at the end of the Reason for restricted use
period
Monetary funds Bank Acceptance Draft
Deposit
Notes receivable 346,311,612.00 Pledge
Inventories
Fixed assets 1,512,868,733.96 Mortgage
Intangible assets 250,416,605.54 Mortgage
Receivables financing 1,044,064,293.97 Pledge
Total 3,538,980,522.62 /
(1). Foreign currency balance at the end of the period
√Applicable □Non-applicable
Unit： Yuan
Foreign currency Balance converted
Converted exchange
Item balance at the end of to RMB at the end of
rate
the period the period
Cash and bank balances 508,957,932.49
Including: USD 50,505,079.43 6.9646 351,747,676.20
EUR 965,194.82 7.4229 7,164,544.63
CAD 17,872,731.34 5.1385 91,839,029.99
BRL 17,419,291.47 1.3002 22,648,562.77
MYR 2,693,740.46 1.5772 4,248,567.45
SEK 604,685.55 0.6659 402,660.11
PLN 19,465,229.46 1.5878 30,906,891.34
Accounts receivable 1,096,932,030.88
Including: USD 100,483,293.56 6.9646 699,825,946.33
EUR 23,383,310.15 7.4229 173,571,972.91
CAD 30,745,738.30 5.1385 157,986,976.25
GBP 3,931.20 8.3941 32,998.89
BRL 16,258,020.27 1.3002 21,138,677.96
MYR 16,825,783.38 1.5772 26,537,625.55
PLN 11,234,307.21 1.5878 17,837,832.99
Other Receivables 23,247,296.82
Including: USD 2,220,297.17 6.9646 15,463,481.67
SEK 468,493.41 0.6659 311,969.76
PLN 4,705,784.98 1.5878 7,471,845.39
Short-term loan 132,327,400.00
Including: USD 19,000,000.00 6.9646 132,327,400.00
Accounts payable 287,286,566.38
Including: USD 28,811,413.26 6.9646 200,659,968.79
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
EUR 788,361.60 7.4229 5,851,929.32
CAD 11,761,296.05 5.1385 60,435,419.75
BRL 1,519,225.57 1.3002 1,975,297.09
MYR 3,015,502.92 1.5772 4,756,051.21
SEK 579,527.12 0.6659 385,907.11
PLN 7,792,614.38 1.5878 12,373,113.11
JPY 16,200,000.00 0.0524 848,880.00
Other Payables 1,099,653.42
Including: USD 20,680.60 6.9646 144,032.11
MYR 227,994.71 1.5772 359,593.26
SEK 895,071.41 0.6659 596,028.05
(2). Notes to overseas business entities, overseas business locations, functional currency and the
basis for selection in respect of important overseas business entities should be disclosed; if there is
a change in the functional currency, the reason for the change should be further disclosed.
√Applicable □Non-applicable
The Company has nine subsidiaries outside of China, i.e.: Tuopu North American USA
Limited,INC, currently operating in Canada and with Canadian dollars as the functional currency; Tuopu
North American USA Limited, INC, currently operating in the United States and with U.S. dollars as the
functional currency; Tuopu 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
functional currency; TUOPU (MALAYSIA) SDN.BHD., currently operating in Malaysia and with
Ringgit as the functional currency; Tuopu USA, LLC, currently operating in the United States and with
U.S. dollars as the functional currency; Tuopu Poland sp.z.o.o, currently operating in Poland and with
PLN as the functional currency.Tuopu Mexico, currently operating in Mexico and with Mexican peso as
the functional currency.
□Applicable √Non-applicable
√Applicable □Non-applicable
Unit：Yuan Currency：RMB
Amount included
Presented
Category Amount into current
Item
profit and loss
Deferred
Automobile composite fiber production project 1,000,000.00 99,999.96
income
Production and application technology
Deferred
transformation project of lightweight materials 7,000,000.00 875,000.00
income
for vehicles
Technological transformation project of Deferred
high-performance Vibration Control system income
Production line transformation project of
Deferred
high-performance Vibration Control system for 4,409,904.00 551,238.00
income
cars
Digital workshop project with an annual capacity Deferred
of 120,000 sets of intelligent brake systems income
Machine substitution for human project with an
Deferred
annual capacity of 700,000 sets of Vibration 4,720,000.00 472,000.00
income
Control products
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
Technological transformation project of
Deferred
high-performance Vibration Control system for 8,250,992.00 891,261.09
income
automobiles
Technological Transformation Project of Deferred
Automobile Interior and Exterior Trim Parts income
Technological Transformation Project of Deferred
Automobile Lightweight Parts Production Line income
Technological Improvement Project for Deferred
Automobile Lightweight Chassis Components income
Technological transformation project of
Deferred
automobile lightweight chassis system 1,000,500.00 108,162.12
income
production line
Technological Transformation Project of Deferred
Automobile Lightweight Control Arms income
Technological transformation project of Deferred
lightweight auto parts income
Tuopu Intelligent Automotive Electronics Deferred
Industrial Park Project income
Auto parts production and industrial automation Deferred
projects income
Technological transformation project for the
Deferred
production line of automotive lightweight alloy 10,000,000.00 1,000,000.20
income
parts with an annual capacity of 300,000 sets
Technological Transformation Project of
Deferred
Automobile High-Performance Vibration 5,713,900.00 573,207.60
income
Control System
Deferred
Land leveling subsidies 7,729,116.00 155,197.84
income
Technological Transformation Project of
Automobile High-Performance Vibration Deferred
Control System with an annual capacity of 2 income
million sets
Technological transformation project of NVH Deferred
interior trim parts income
Technological transformation project of Deferred
automobile lightweight parts income
Technological transformation project of
Deferred
automobile lightweight parts with an annual 6,500,000.00 650,000.02
income
capacity of 3 million sets
Technological transformation project of NEV Deferred
front and rear axle assembly income
Deferred
Pinghu Tuopu Auto Parts Production Project 14,470,000.00 795,850.00
income
Relocation project of interior trim parts with an Deferred
annual capacity of 300,000 sets income
Technological transformation project of
Deferred
lightweight suspension system with an annual 5,188,000.00
income
capacity of 350,000 sets
Hunan Xiangtan Auto Parts Industry Base Deferred
Project income
Deferred
Tuopu Chassis Auto Parts Industry Base Project 16,000,000.00 204,378.51
income
Production line project with an annual capacity Deferred
of 300,000 sets of related auto parts income
Automobile chassis parts project with an annual Deferred
capacity of 500,000 sets income
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
Production line project of passenger car chassis
Deferred
suspension related parts with an annual capacity 2,539,990.00 326,052.96
income
of 500,000 sets
Technological transformation project of
Deferred
automobile suspension chassis production line 3,541,300.00 412,001.76
income
with annual capacity of 500,000 sets
Technological transformation project of
Deferred
automobile front and rear axle production line 3,056,045.00 378,110.76
income
with annual capacity of 200,000 sets
Technological transformation project of
Deferred
automobile suspension chassis production line 2,582,045.00 289,187.22
income
with annual capacity of 300,000 sets
Deferred
Automobile Fabric Production Line Project 4,104,000.00 533,032.78
income
Intelligent factory construction project with an
Deferred
annual capacity of 2 million sets of automotive 1,100,000.00 110,000.00
income
interior trim parts
Technological transformation project of car roof,
Deferred
carpet assembly and other interior trim parts with 1,650,000.00 165,000.00
income
an annual capacity of 1.6 million sets
Auto Parts Production Project of Liudong New Deferred
District income
Deferred
Auxiliary project outside the factory 7,000,011.00 392,165.00
income
Deferred
Shenyang Tuopu Auto Parts Base Project 2,000,000.00 520,833.49
income
NEV thermal management system digital
Deferred
workshop project with an annual capacity of 20,000,000.00 1,538,461.53
income
Technological transformation project of NEV Deferred
chassis critical parts income
Technological transformation project of Deferred
automobile lightweight steering system income
Technological transformation project of Deferred
district-level NEV front and rear axle assembly income
Technological transformation project of Deferred
district-level lightweight steering system income
Subsidies for technological transformation of
Deferred
district-level automobile disc Vibration Control 2,000,000.00 116,666.69
income
system
Automobile Chassis Vibration Control System income
Technological transformation project of NEV
Deferred
battery bracket with an annual capacity of 5,600,000.00
income
Technological transformation project of
production line of automobile lightweight Deferred
chassis system with an annual capacity of income
Tuopu’s production base project of NEV
Deferred
lightweight chassis system and interior sound 30,000,000.00
income
insulation system
Other
Industrial Special Fund Subsidies 3,120,000.00 3,120,000.00
income
Other
Output value up to standard 2,600,000.00 2,600,000.00
income
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
Other
Grants for science and technology projects 280,400.00 280,400.00
income
Other
Recruitment subsidy 823,802.16 823,802.16
income
Receipt of further government grants of Other
refinancing incentives income
Other
Stable employment subsidies 3,079,711.93 3,079,711.93
income
Other
Trademark brand grants 18,000.00 18,000.00
income
Other
One-off subsidy for job offers 307,000.00 307,000.00
income
Other
income
Other
Enterprise cultivation incentives 1,050,000.00 1,050,000.00
income
Other
Grants for enterprise R&D investment 4,558,900.00 4,558,900.00
income
Other
Receipt of boiler subsidy 14,500.00 14,500.00
income
Other
PCR testing fee subsidy for imported goods 3,600.00 3,600.00
income
Other
Science and Technology Project Funding 2,000,000.00 2,000,000.00
income
Other
Tax credits 9,301,675.80 9,301,675.80
income
Economic Development Bureau income
Incentives for Industrial Production Increase and Other
Capacity Boost income
High-quality Investment Project Award of the Other
New District Industrial Economy "Rank List" income
Other
Grants to boost business development 190,204.00 190,204.00
income
Other
Technology incentives and subsidies 403,000.00 403,000.00
income
Other
Provincial Industrial Design Center 285,000.00 285,000.00
income
Other
Occupational Hygiene Subsidy 2,000.00 2,000.00
income
pollution source monitoring income
Other
Technology subsidy 303,700.00 303,700.00
income
Other
Government Economic Conference Award 50,000.00 50,000.00
income
Project construction fund granted from the
Other
Administration Committee of the Development 50,000.00 50,000.00
income
Zone
Other
Subsidy for safety production standard enterprise 2,000.00 2,000.00
income
Other
Receipt of reward for yield per mu 200,000.00 200,000.00
income
Subsidy for reopening and production Other
resumption income
Subsidy for the construction of electricity 22,200.00 Other 22,200.00
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
monitoring system for enterprise waste gas income
treatment facilities
Other
Electricity subsidy 45,204.73 45,204.73
income
(2). Refund of government subsidies
□Applicable √Non-applicable
□Applicable √Non-applicable
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
VIII. Changes in the scope of consolidation
□Applicable √Non-applicable
(1). Business combination not involving enterprises under common control
√Applicable □Non-applicable
Unit：Yuan Currency：RMB
Net profit of the
Income of the
Basis of purchased party
Time when Cost at which Percent of acquire from the
Name of Mode of Date of determination from the purchase
equity shares equity shares shares purchase date to the
acquiree acquisition purchase for purchase date to the end of the
are acquired are acquired acquired (%) end of the period
date period
Business
Chongqing
combination Industrial and
Tuopu
Automobile
common change
Parts Co.,
control
Ltd.
Other Notes：
On 15 March 2022, the Company signed an equity transfer agreement with Antolin (China) Investment Co., Ltd. Both parties agreed that the company acquired
Chongqing Antonglin Tuopu Roof System Co., Ltd. completed the industrial and commercial change registration and changed its name to Chongqing Tuopu
Automobile Parts Co., Ltd. (hereinafter referred to as "Chongqing Tuopu").
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
(2). Combination cost and goodwill
√Applicable □Non-applicable
Unit：Yuan Currency：RMB
Combination cost Chongqing Tuopu Automobile Parts Co., Ltd.
--Cash 11,556,120.82
--Fair value of non-cash assets
--Fair value of debt issued or assumed
--Fair value of equity securities issued
--Fair value of contingent consideration
--Fair value of the equity held before the purchase
date on the purchase date
--Other
Total combination cost 18,583,223.89
Less: Fair value parts of identifiable net assets
acquired
The amount by which goodwill/combination cost
are less than the fair value parts of identifiable net 565,010.88
assets acquired
(3). Identifiable assets and liabilities of the acquiree on the purchase date
√Applicable □Non-applicable
Unit：Yuan Currency：RMB
Chongqing Tuopu Automobile Parts Co., Ltd.
Item
Fair value on the purchase date Book value on the purchase date
Assets: 47,202,522.74 47,202,522.74
Cash and cash equivalents 28,465,884.27 28,465,884.27
Accounts receivable 6,187,295.82 6,187,295.82
Advance payments 213,097.90 213,097.90
Inventory 8,333,452.29 8,333,452.29
Fixed assets 3,239,088.31 3,239,088.31
Project under construction 546,212.13 546,212.13
Intangible assets 81,056.31 81,056.31
Deferred tax assets 136,435.71 136,435.71
Liabilities: 29,184,309.73 29,184,309.73
Dues and payables 25,989,783.46 25,989,783.46
Payroll payable 1,315,681.46 1,315,681.46
Taxes payable 475,216.88 475,216.88
Other payables 1,403,627.93 1,403,627.93
Net assets 18,018,213.01 18,018,213.01
Less: minority interests
Net assets acquired 18,018,213.01 18,018,213.01
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
(4). Gains or losses arising from the remeasurement of the equity held before the purchase date
according to the fair value
Whether there is a transaction realizing the business combination step by step through multiple
transactions and control is obtained during the reporting period
√Applicable □Non-applicable
Unit：Yuan Currency：RMB
Gains or losses Amount of other
Determination
arising from comprehensive
Book value of Fair value of method and main
the income related to
the original the original assumptions of
remeasurement the original
Name of equity held equity held the fair value of
of the original equity held before
the before the before the the original
equity held the date of
acquiree purchase date purchase date equity held
before the purchase
on the on the before the
purchase date transferred to
purchase date purchase date purchase date on
according to investment
the purchase date
the fair value income
Chongqing
Tuopu
Automobile
Parts Co.,
Ltd.
(5) Particulars on failing to reasonably determine the merger consideration or the fair value of the
acquiree's identifiable assets and liabilities on the date of acquisition or at the end of the current
period where the acquisition is made
□Applicable √Non-applicable
（6）.Other Notes
□Applicable √Non-applicable
□Applicable √Non-applicable
□Applicable √Non-applicable
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
Whether there is a situation where a single disposal of the investment in the subsidiary will immediately
lead to loss of control
□Applicable √Non-applicable
Other Notes:
□Applicable √Non-applicable
Account for the changes in the scope of consolidation as a result of other reasons (for example, new
establishments of subsidiaries, liquidation of subsidiaries) and relevant circumstances:
√Applicable □Non-applicable
In this period, the Company established Tuopu Skateboard Chassis (Ningbo) Co., Ltd., Tuopu
Automotive Chassis System (Anhui) Co., Ltd., TUOPU GROUP MEXICO,S.de R.L. de C.V, Tuopu
Photovoltaic Technology (Taizhou) Co., Ltd. ) Co., Ltd. The above subsidiaries are included in the
scope of consolidation from the date of establishment.
□Applicable √Non-applicable
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
IX. Equity in Other Entities
(1). Composition of the group
√Applicable □Non-applicable
Percentage of
Principal
Name of Nature of Shares (%)
Business Registered Method of Acquisition
Subsidiary Business
Site Address Direct
Indirect
Tuopu Ningbo Ningbo Manufactu 100.00 Establishment
Automotive ring
Electronics
Tuopu Thermal Ningbo Ningbo Manufactu 100.00 Establishment
Management ring
Tuopu Imp&Exp Ningbo Ningbo Trading 100.00 Business combination
under the same control
Tuopu Parts Ningbo Ningbo Trading 100.00 Business combination
under the same control
Tuopu Acoustics Ningbo Ningbo Trading 100.00 Business combination
Vibration under the same control
Zhejiang Towin Jinhua Jinhua Manufactu 100.00 Business combination
ring not under the same
control
Sichuan Suining Suining Manufactu 100.00 Business combination
Maigao ring not under the same
control
USHONE Ningbo Ningbo Trading 100.00 Establishment
ELECTRONIC
CHASSIS
Pinghu Tuopu Jiaxing Jiaxing Manufactu 100.00 Establishment
ring
Taizhou Tuopu Taizhou Taizhou Manufactu 100.00 Establishment
ring
Hunan Tuopu Xiangtan Xiangtan Manufactu 100.00 Establishment
ring
Tuopu Chassis Ningbo Ningbo Manufactu 100.00 Establishment
ring
Skateboard Ningbo Ningbo Manufactu 100.00 Establishment
Chassis ring
Tuopu North Canada Canada Trading 51.00 Business combination
American not under the same
control
Tuopu USA, USA USA Trading 100.00 Establishment
LLC
Xi’an Tuopu Xi’an Xi’an Manufactu 100.00 Establishment
ring
Shanghai Shanghai Shanghai Manufactu 100.00 Establishment
Tuopuyu ring
Wuhan Tuopu Wuhan Wuhan Manufactu 100.00 Establishment
ring
Sichuan Tuopu Lingshui Lingshui Manufactu 100.00 Establishment
ring
Liuzhou Tuopu Liuzhou Liuzhou Manufactu 100.00 Business combination
ring under the same control
Huzhou Tuopu Huzhou Huzhou Manufactu 100.00 Establishment
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
ring
Baoji Tuopu Baoji Baoji Manufactu 100.00 Establishment
ring
Yantai Tuopu Yantai Yantai Manufactu 100.00 Business combination
ring under the same control
Ningbo Ningbo Ningbo Manufactu 51.00 Business combination
Qianhui ring not under the same
control
Shenyang Manufactu 100.00 Establishment
Tuopu Shenyang Shenyang ring
Jinzhong Tuopu Jinzhong Jinzhong Manufactu 100.00 Establishment
ring
Chongqing Chongqin Chongqin Manufactu 100.00 Business combination
Tuopu g g ring not under the same
control
Hangzhou Hangzhou Hangzhou Manufactu 100.00 Business combination
Tuopu ring not under the same
control
Shanghai Towin Shanghai Shanghai R&D 100.00 Establishment
Shenzhen Towin R&D 100.00 Establishment
Shenzhen Shenzhen
Ushone Ningbo Ningbo Service 100.00 Establishment
E-commerce
Ushone Ningbo Ningbo Manufactu 100.00 Establishment
Electronic ring
Chassis
Tuopu Ningbo Ningbo Investmen 100.00 Establishment
Investment t
Tuopu Hong Hong Investmen 100.00 Establishment
International Kong Kong t
Industrial Ningbo Ningbo Manufactu 100.00 Establishment
Automation ring
Tuopu North USA USA Service 51.00 Establishment
America (USA)
Tuopu Sweden Sweden Sweden R&D 100.00 Establishment
Tuopu Brasil Brasil Brasil Manufactu 99.96 0.04 Establishment
ring
Tuopu Malaysia Malaysia Malaysia Manufactu 100.00 Establishment
ring
Tuopu Poland Poland Poland Manufactu 100.00 Establishment
ring
Chongqing Chongqin Chongqin Manufactu 100.00 Establishment
Chassis g g ring
Anhui Tuopu Huainan Huainan Manufactu 100.00 Establishment
ring
Tuopu Mexico Mexico Mexico Manufactu 99.00 1.00 Establishment
ring
Tuopu Ningbo Ningbo Power 100.00 Establishment
Photovoltaic generation
（Ningbo service
Beilun）
Tuopu Ningbo Ningbo Power 100.00 Establishment
Photovoltaic generation
（Ningbo service
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
Hangzhou Bay）
Tuopu Jiaxing Jiaxing Power 100.00 Establishment
Photovoltaic generation
（Pinghu） service
Tuopu Taizhou Taizhou Power 100.00 Establishment
Photovoltaic generation
Technology service
(Taizhou)
Tuopu Jinhua Jinhua Power 100.00 Establishment
Photovoltaic generation
Technology service
(Jinhua)
(2). Important non-wholly owned subsidiaries
√Applicable □Non-applicable
Unit: Yuan Currency: RMB
Profit and loss Balance of
Percentage of Dividends
attributable to minority
Name of shares held by declared to minority
minority shareholders'
Subsidiary minority shareholders in the
shareholders in the equity at the end
shareholders current period
current period of the period
Tuopu North 49.00% -596,734.23 -2,423,301.14
American USA
Limited, INC
Notes to the percentage of shares held by minority shareholder that is different from the percentage of
voting rights:
□Applicable √Non-applicable
Other Notes:
□Applicable √Non-applicable
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
(3). Main financial information of important non-wholly-owned subsidiaries
√Applicable □Non-applicable
Unit: Yuan Currency: RMB
Balance at the end of the period Balance at the beginning of the period
Name
Non-
of Non-cu
Current Total Current curre Total Current Total Current Total
subsidi Non-current Non-current rrent
assets assets liabilities nt Liabilities assets assets liabilities Liabilities
ary assets assets liabiliti
liabili
es
ties
Tuopu 48,339,700.01 7,345,809.44 55,685,509.45 60,620,487.68 60,620,487.68 35,231,400.21 6,610,172.92 41,841,573.13 45,633,868.81 45,633,868.81
North
Ameri
can
USA
Limite
d, INC
Amount incurred in the current period Amount incurred in previous period
Name of Total Cash flow Total Cash flow
Operating
Subsidiary Operating income Net profit comprehensive from operating Net profit comprehensive from operating
income
income activities income activities
Tuopu North 1,141,666,139.42 -1,217,824.96 -1,153,216.85 65,671,076.97 608,628,971.93 -628,304.97 -628,304.97 15,857,300.37
American
USA
Limited,
INC
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
(4). Significant restrictions on the use of group assets and the settlement of group debts
□Applicable √Non-applicable
(5). Financial support or other support provided to structured entities included in the scope of
consolidated financial statements
□Applicable √Non-applicable
Other Notes:
□Applicable √Non-applicable
control over the subsidiary remains
□Applicable √Non-applicable
□Applicable √Non-applicable
(1). Important joint ventures or associates
√Applicable □Non-applicable
Unit: Yuan Currency: RMB
Percentage of Shares Accounting
Name of Principal Held (%) treatment of
Business
joint venture Business Registered investment in
Nature
or associate Site Address Direct Indirect joint ventures or
associate
Tuopu Ningbo Ningbo 50.00 Equity method
Electrical Manufacturing
Appliances
Ningbo Ningbo Ningbo 50.00 Equity method
Borgers Manufacturing
(2). Main financial information of important joint ventures
√Applicable □Non-applicable
Unit: Yuan Currency: RMB
Balance at the end of the Balance at the beginning of the
period/Amount incurred in the period/Amount incurred in previous
current period period
Tuopu Ningbo Borgers Tuopu Ningbo Borgers
Electrical Electrical
Appliances Appliances
Current assets 160,604,921.41 185,211,624.66 115,959,930.24 174,115,922.71
Including: cash and
cash equivalents
Non-current assets 43,592,797.78 40,921,651.51 37,425,815.26 36,105,633.27
Total assets 204,197,719.19 226,133,276.17 153,385,745.50 210,221,555.98
Current liabilities 77,803,746.81 66,416,544.65 53,851,583.03 63,722,353.69
Non-current liabilities 646,750.15
Total liabilities 78,450,496.96 66,416,544.65 53,851,583.03 63,722,353.69
Minority shareholders'
equity
Equity attributable to
shareholders of the
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
parent company
Share of net assets
calculated at the
percentage of shares
held
Adjusted events -75,174.24 -952,076.43 -119,632.47 -807,613.93
--Goodwill
--Unrealized profits
from internal -75,174.24 -952,076.43 -119,632.47 -807,613.93
transactions
-Others
Book value of equity
investment in joint 62,798,436.88 78,906,289.33 49,647,448.77 72,441,987.22
ventures
Fair value of equity
investment in joint
ventures with public
offers
Operating income 193,715,812.72 408,697,293.33 130,051,841.60 385,633,598.42
Financial expenses -795,054.11 -552,571.37 309,206.05 -691,850.23
Income tax expense 2,419,094.20 3,074,687.92 1,731,157.25 5,678,971.20
Net profit 26,213,059.76 31,217,529.23 14,095,297.00 20,764,481.10
Net profit from
discontinued operations
Other comprehensive
income
Total comprehensive
income
Dividends received
from joint ventures in 9,000,000.00 20,000,000.00 15,000,000.00
this year
(3). Main financial information of important associates
□Applicable √Non-applicable
(4). Summary of financial information of unimportant joint ventures and associates
□Applicable √Non-applicable
(5). Notes to significant restrictions on the ability of joint ventures or associates to transfer funds
to the Company
□Applicable √Non-applicable
(6). Excess losses suffered by joint ventures or associates
□Applicable √Non-applicable
(7). Unconfirmed commitments related to joint venture investment
□Applicable √Non-applicable
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
(8). Contingent liabilities related to investment in joint ventures or associates
□Applicable √Non-applicable
□Applicable √Non-applicable
Notes to structured entities not included in the scope of the consolidated financial statements:
□Applicable √Non-applicable
□Applicable √Non-applicable
X. Risks related to financial instruments
√Applicable □Non-applicable
The Company faces various financial risks in the course of its operations: credit risk, liquidity risk
and market risk (including exchange rate risk, interest rate risk and other price risks). The said financial
risks and the risk management policies adopted by the Company to reduce these risks are described
below:
The Board of Directors is responsible for planning and establishing the risk management structure
applicable to the Company, laying down the risk management policies and guidelines, and supervising
the implementation of risk management measures. The Company has laid down some risk management
policies to identify and analyze the risks exposed to it. These risk management policies clearly identify
specific risks, ranging from market risk, credit risk to liquidity risk management. The Company assesses
the market environment and changes in its business activities at regular intervals in order to decide
whether to update the risk management policy and system or not. Its risk management is carried out by
the 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 close
cooperation with other business units within the Company. The internal audit division conducts regular
audits on risk management control and procedures, and reports the audit results to the Auditing
Committee of the Company.
The Company carries out the diversification of risks in financial instruments through appropriate
diversified investment and business portfolios, and prepares appropriate risk management policies to
reduce 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 counterparty
to 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 instrument
investments and derivative financial assets that are not included in the scope of impairment assessment
and are measured at fair value and whose changes are included in the current profit and loss. On the
balance sheet date, the book value of the Company's financial assets has represented its maximum credit
risk exposure.
The monetary funds owned by the Company are mainly bank deposits deposited in well-reputated
state-owned banks with high credit ratings and other large and medium-sized listed banks. In the opinion
of the Company, there is no significant credit risk, and there will be almost no critical loss caused by
bank defaults.
The Company lays down relevant policies to control credit risk exposure in respect of notes
receivable, accounts receivable, financing receivables and other receivables. The Company assesses the
credit profile of each customer and defines the credit term based on its financial standing, the possibility
of obtaining guarantees from a third party, credit record and other factors such as current market
condition. The Company will monitor the credit record of each customer at regular intervals. For those
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
found with poor credit record, the Company will maintain its overall credit risk to the extent controllable
by 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 of
settlement by cash or other financial assets.
The Company's policy is to ensure that there is sufficient cash to repay the liabilities due. The
liquidity risk is under the concentrated control of the Company's Financial Department. Through
monitoring the balance of cash and securities cashable at any time and rolling forecasting the cash flow
in the next 12 months, the Financial Department ensures that the Company has sufficient funds to repay
its debts under all reasonable predictions. And it will continue to monitor whether the Company
complies with the provisions of the borrowing agreement and obtains commitments from major financial
institutions to provide sufficient reserve funds to meet its funding needs, whether short term or long
term.
(3) Market risk
The market risk of financial instruments refers to the risk of fluctuation at fair value of financial
instruments or future cash flows with the change of market prices, including exchange rate risk, interest
rate risk and other price risks.
(4) Interest rate risk
The interest rate risk refers to the risk in which the fair value or future cash flow of financial
instruments changes due to the change of market interest rate.
Interest-bearing financial instruments applicable to fixed interest rates and floating interest rates
bring the Company up to fair value interest rate risk and cash flow interest rate risk respectively. The
Company ascertains the ratio of fixed interest rates to floating interest rate instruments based on the
market environment, and maintains an appropriate portfolio of fixed and floating interest rate
instruments at regular intervals. If necessary, the Company will adopt interest rate swap instruments to
hedge interest rate risk.
On December 31, 2022, if other variables remain the same, the borrowing interest rate calculated by
floating interest rate rises or falls by 100 base points, the Company's net profit will decrease or increase
by RMB 39,575,367.58. In the opinion of the management,100 base points can reasonably reflect the
reasonable range of possible changes in interest rates in the next year.
(5) Exchange rate risk
Exchange rate risk refers to the risk that the fair value of financial instruments or future cash flows
will 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
lower the exchange rate risk. In addition, the Company may also sign forward foreign exchange
contracts or currency swap contracts to avoid exchange rate risks. In the current period and the previous
period, the company did not sign any forward foreign exchange contracts or currency swap contracts.
The exchange rate risk faced with by the Company is mainly from financial assets and liabilities in
USD. The amounts of assets and liabilities in foreign currencies and converted into RMB are presented
as below:
Balance at the end of the period Balance at the End of Last Year
Item Other foreign Other foreign Total
US dollars Total US dollars
currencies currencies
Cash and
bank 351,747,676.19 157,210,256.29 508,957,932.48 87,084,790.13 126,342,546.08 213,427,336.21
balances
Accounts
receivable
Other 15,463,481.67 7,783,815.15 23,247,296.82 65,961.97 396,298.95 462,260.92
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
Balance at the end of the period Balance at the End of Last Year
Item Other foreign Other foreign Total
US dollars Total US dollars
currencies currencies
Receivable
s
Short-term
borrowing 132,327,400.00 132,327,400.00 313,684,440.00 313,684,440.00
s
Accounts
payable
Other
Payables
Total 1,400,168,505.09 649,682,374.89 2,049,850,879.98 1,237,300,837.88 361,719,400.76 1,599,020,238.64
On December 31, 2022, if all other variables remain the same, if the exchange rate of RMB against
any of foreign currencies (principally USD, Euro, CAD, BRL, MYR, SEK, PLN) appreciates or
depreciates by 5%, the Company will Increase or decrease the net profit by RMB 60,421,182.02. In the
opinion of the management, 5% can reasonably reflect the reasonable range of possible changes in the
exchange rate of RMB against USD in the next year.
(6) Other price risks
Other price risk refers to the risk that the fair value or future cash flow of financial instruments
will 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 equity
instruments, and there is a risk of changes in the price of equity instruments.
XI. Disclosure of Fair Values
√Applicable □Non-applicable
Unit: Yuan Currency: RMB
Fair value at the end of the period
Fair value
Fair value Fair value
Item measurement
measurement at measurement at Total
at the
the second-level the third-level
first-level
I. Constant
measurement at fair
value
(I) Trading Financial 954,888.48 954,888.48
Assets
fair value through profit 954,888.48 954,888.48
or loss in this period
(1) Investment in debt
instruments
(2) Investment in 954,888.48 954,888.48
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
equity instrument
Assets
financial assets that are
measured at fair value
and whose changes are
included in the current
profit and loss
(1) Investment in debt
instruments
(2) Investment in
equity instrument
(II) Investment in
Other Creditor's Rights
(III) Investment in
Other Equity
Instruments
(IV) Investment
Property
lease
and prepared to transfer
after appreciation
(V) Biological assets
biological assets
Biological Assets
(VI) Receivables 1,157,514,623.70 1,157,514,623.70
Financing
Total assets
constantly measured 954,888.48 1,157,514,623.70 1,158,469,512.18
at fair value
(VIII) Transactional
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
Financial Liabilities
Measured in Fair Value
with Changes Recorded
into Current Profit and
Loss
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
Total amount of
liabilities constantly
measured at their fair
values
II. Non-continuous
fair value
measurement
(1) Holding-for-sale
assets
Total assets that are
not continuously
measured at fair value
Total liabilities not
continuously
measured at fair value
measurement projects
□Applicable √Non-applicable
parameters for continuous and non-continuous second-level fair value measurement items
□Applicable √Non-applicable
quantitative information on valuation techniques and important parameters used
□Applicable √Non-applicable
book value at the beginning of the period and that at the end of the period and sensitivity analysis
of unobservable parameters
□Applicable √Non-applicable
the current period, the reasons for the conversion and the policies for determining the time point
of the conversion
□Applicable √Non-applicable
□Applicable √Non-applicable
□Applicable √Non-applicable
□Applicable √Non-applicable
XII. Related Parties and Related-party Transactions
√Applicable □Non-applicable
Unit： Yuan Currency： HKD
Percentage of the Percentage of the
Name of parent Registe Nature of Registered Company’s shares Company’s voting
company red business capital held by the parent rights held by the
address company parent company
MECCA Hong
INTERNATIONA Kong Investmen
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
L HOLDING t
（HK） LIMITED
The ultimate controlling party of the Company is Wu Jianshu.
More details of the subsidiaries of the Company are available in the notes.
√Applicable □Non-applicable
Details about the subsidiaries of the Company are available in the note "IX. Interests in other entities"
More details of the subsidiaries of the Company are available in the note.
√Applicable □Non-applicable
Details about the subsidiaries of the Company are available in the note "IX. Interests in other entities"
The situation of other joint ventures or associates that have related party transactions with the company
during the current period or the balance of the related party transactions with the Company in the
previous period is listed as follows.
√Applicable □Non-applicable
Name of Joint Ventures or Associates Relationship with the Company
Tuopu Electrical Appliances Joint venture of the Company
Ningbo Borgers Joint venture of the Company
Other Notes
√Applicable □Non-applicable
√Applicable □Non-applicable
Name of Other Related Party Relationship between Other Related Party and the
Company
Tuopu Electrical Appliances Co., Ltd. Joint venture
Ningbo Borgers Tuopu Automobile Parts Joint venture
Co., Ltd.
Chongqing Antolin Tuopu Overhead Associate
System Co., Ltd.
A company controlled by the niece of the actual
Ninghai Jinsuoer Auto Parts Factory
controller of the Company
Ninghai Saipu Rubber and Plastic Parts A company controlled by the niece of the actual
Factory controller of the Company
A company controlled by the young sister of the actual
Ninghai Jinxin Packaging Co., Ltd.
controller of the Company
Ninghai Zhonghao Plastic Products Co., An officer’s brother-in-law holds 40% of the shares and
Ltd. serves as an executive director of the company
A company controlled by the elder sister and
Ninghai Xidian Qingqing Plastic Factory
brother-in-law of the officer of the Company
A company controlled by the niece’s husband of the
Ningbo Hongke Auto Parts Co., Ltd.
actual controller of the Company
Ningbo Gloyel Intelligent Technology Co. Other company controlled by the actual controller of the
Ltd. Company
Ningbo Gloyel Motor Technology Co., Other company controlled by the actual controller of the
Ltd. Company
Gloyel Electric (Ningbo) Co., Ltd. Other company controlled by the actual controller of the
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
Company
Other Notes
On 15 March 2022, the Company signed an equity transfer agreement with Antolin (China)
Investment Co., Ltd. Both parties agreed that the company acquired 61% equity of Chongqing Antolin
Top Roof System Co., Ltd. for a consideration of RMB 11,556,120.82. This acquisition case was
wrapped up on 1 April 2022, so Chongqing Antonglin Tuopu Roof System Co., Ltd. in the above table is
an associate of the Company from January 2022 to March 2022.
(1). Related-party transactions of purchase and sale of goods, rendering and acceptance of labor
services
List of purchase of goods/acceptance of labor services
√Applicable □Non-applicable
Unit： Yuan Currency： RMB
Whether
the Amount
Amount Approved
transaction incurred in
Related party Related-party incurred in the transaction
limit is previous
transaction current period limit (if
exceeded period
applicable)
(if
applicable)
Material 557,591.82 1,470,987.91
Tuopu Electrical
Appliances Co., Ltd.
Ningbo Borgers Tuopu Material 11,226,212.12 532,406.41
Automobile Parts Co.,
Ltd.
Ninghai Jinsuoer Auto Material 5,680,753.83 10,727,069.14
Parts Factory
Ninghai Saipu Rubber Material 3,344,571.77 2,777,913.09
and Plastic Parts Factory
Ninghai Jinxin Material 13,729,540.98 15,196,918.89
Packaging Co., Ltd.
Ninghai Zhonghao Material 23,847,150.57 17,114,295.64
Plastic Products Co., Ltd.
Ninghai Xidian Material 6,233,189.97 6,296,088.44
Qingqing Plastic Factory
Ningbo Hongke Auto Material 136,342,741.42 90,461,785.31
Parts Co., Ltd.
Ningbo Gloyel Equipment 84,851,924.43 36,373,136.28
Intelligent Technology
Co. Ltd.
Ningbo Gloyel Motor Material 29,679,129.38 30,331,884.00
Technology Co., Ltd.
Gloyel Electric (Ningbo) labor 7,636,009.78 2,104,843.25
Co., Ltd. services
List of sale of goods/rendering of labor services
√Applicable □Non-applicable
Unit： Yuan Currency： RMB
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
Content of Amount incurred
Amount incurred
Related party related in the current
in previous period
transaction period
Tuopu Electrical Appliances Co., Ltd. Goods, labor 5,819,976.18 6,789,828.13
services, et al.
Ningbo Borgers Tuopu Automobile Parts Goods, labor 96,673,748.67 107,941,553.64
Co., Ltd. services, et al.
Chongqing Antolin Tuopu Overhead Goods, labor 6,264,144.32 13,103,293.72
System Co., Ltd. (Note) services, et al.
Notes to related-party transactions in the purchase and sale of goods, rendering and acceptance of labor
services
√Applicable □Non-applicable
Note: Given the fact that the company has wrapped up the acquisition over Chongqing Antolin Tuopu
Overhead System Co., Ltd. on 1 April 2022, the current amount of Chongqing Antolin Tuopu Overhead
System Co., Ltd. presented in the above table is the sales figures from January 2022 to March 2022.
(2). Related trusteeship management/contracting and entrusted management/outsourcing
List of trusteeship management/contracting of the Company:
□Applicable √Non-applicable
Related trusteeship/contracting
□Applicable √Non-applicable
List of entrusted management/outsourcing
□Applicable √Non-applicable
Related management/outsourcing
□Applicable √Non-applicable
(3). Related leases
The Company as landlord:
√Applicable □Non-applicable
Unit： Yuan Currency： RMB
Rental income Rental income
Kind of
Name of tenant recognized in the recognized in previous
lease assets
current period period
Ningbo Borgers Tuopu Automobile Houses and 619,266.06 619,266.06
Parts Co., Ltd. structures
Ningbo Gloyel Electric Motor Houses and 198,165.14 198,165.14
Technology Co., Ltd. structures
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
The Company as tenant:
√Applicable □Non-applicable
Unit：Yuan Currency：RMB
Simplified
treatment of rental Variable lease
expenses for payments not
short-term leases included in the Interest expense on lease Increased right-of-use
Rent paid
and leases of measurement of liability assumed assets
low-value assets (if the lease liability
Name of Kind of lease
applicable) (if applicable)
tenant assets
Amount Amount Amount Amount Amount Amount Amount Amount Amount
Amount
incurred incurred incurred incurred incurred in incurred in incurred in incurred incurred in
incurred in the
in the in in the in previous the current previous in the previous
current period
current previous current previous period period period current period
period period period period period
Gloyel
Electric Houses and
(Ningbo) structures
Co., Ltd.
Affiliated leases
□Applicable √Non-applicable
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
(4). Related guarantees
The Company as guarantor
√Applicable □Non-applicable
Unit：in 10,000 Yuan Currency：RMB
Whether the
guarantee
Guaranteed party Guaranteed amount From Until
has been
fulfilled
Tuopu Poland 5,417.44 Refer to Note (1) Refer to Note (1) NO
Tuopu 4,500.00 2021-12-9 2033-12-9
Photovoltaic(Hangzhou NO
Bay)
The Company as tenant:
√Applicable □Non-applicable
Unit：Yuan Currency：RMB
Whether the
guarantee
Guaranteed party Guaranteed amount From Until
has been
fulfilled
Ningbo Tuopu Automotive 44,000.00 Refer to Note (3) Refer to Note (3) NO
Electronics Co., Ltd
The Company as guaranteed party
□Applicable √Non-applicable
Notes to related guarantees
√Applicable □Non-applicable
Note 1: For smooth conduct of business operations in Europe, Tuopu Poland sp.z.o.o, ("Tuopu
Poland") is a wholly-owned subsidiary established by Tuopu Group in Poland in March 2021. It leases
office areas, production areas and warehouses). According to business practice and actual needs, the
Company provided performance bond for the said lease agreement, and authorized the chairman or
authorized representative to sign the relevant guarantee. The total liability of the letter of guarantee must
not exceed 7 million euros (about RMB 54.1744 million), and the maturity period covers the entire term
of the said lease agreement and five months after its expiration or termination, but no later than August 1,
(2) On 9 December 2021, Tuopu Photovoltaic Technology (Ningbo Hangzhou Bay New Area) Co.,
Ltd., the wholly-owned sub-subsidiary signed a loan contract with China Development Bank Ningbo
Branch, with the granted credit line at RMB 60 million, under the loan contract number
(2021)3302202101100001111. The term of this medium and long-term loan is 12 years which
commences from 9 February 2021 till 9 December 2023, subject to the repayment schedule as set out in
the contract. The form of guarantee is setting the real property (located at No. 59, Guanhai Road,
Chunxiao, Beilun District, Ningbo) on mortgage, such guarantee is provided by Ningbo Tuopu Group
Co., Ltd. for the benefit of Tuopu Photovoltaic Technology (Ningbo Hangzhou Bay New Area) Co., Ltd.
As of 31 December 2022, the balance of this medium and long-term loan is RMB 45 million, the
original value and net value of the real property on mortgage is RMB 45,324,720.72 and RMB
and RMB 9,846,490.75 respectively.
(3) On 16 June 2022, the Company signed a loan contract with China Development Bank Ningbo
Branch, with the granted credit line at RMB 440 million, under the loan contract number
guarantee is setting the real property (located on the north side of Binhai 6th Road, Hangzhou Bay New
District, Ningbo (Yongxin G-156# plot)) held by the wholly-owned subsidiary Ningbo Tuopu
Automotive Electronics Co., Ltd. on mortgage, the original value and net value of the real property on
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
mortgage is RMB 931,765,316.36 and RMB 668,026,345.69 respectively; the original value and net
value of land on mortgage is RMB 518,372,966.46 and RMB 427,851,650.71 respectively; the original
value and net value of land on mortgage is RMB 87,128,775.00 and RMB 77,261,289.31 respectively.
(5). Borrowed funds from related parties
□Applicable √Non-applicable
(6). Asset transfer and debt restructuring of related parties
√Applicable □Non-applicable
(7). Remuneration of key management members
√Applicable □Non-applicable
Unit： Yuan Currency： RMB
Amount incurred in the current Amount incurred in
Item
period previous period
Remuneration from key
management members
(8). Other related-party transactions
□Applicable √Non-applicable
(1). Items of receivable
√Applicable □Non-applicable
Unit: Yuan Currency: RMB
Balance at the beginning of the
Balance at the end of the period
Related period
Item
party Bad debt Bad debt
Book balance
provision Book balance provision
Tuopu
Accounts Electrical
receivable Appliances
Co., Ltd.
Ningbo
Borgers
Accounts Tuopu
receivable Automobile
Parts Co.,
Ltd.
Chongqing
Antolin
Accounts Tuopu
receivable Overhead
System Co.,
Ltd.
Ningbo
Other Gloyel
non-current Intelligent 133,000.00 25,273,020.00
assets Technology
Co. Ltd.
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
(2). Items of payable
√Applicable □Non-applicable
Unit: Yuan Currency: RMB
Item Related party Book balance at the Book balance at the
end of the period beginning of the
period
Accounts Tuopu Electrical Appliances Co., 516,104.50 779,489.56
payable Ltd.
Accounts Ningbo Borgers Tuopu Automobile 9,988,498.59 107,350.32
payable Parts Co., Ltd.
Accounts 2,001,327.84 3,378,282.14
Ninghai Jinsuoer Auto Parts Factory
payable
Accounts Ninghai Saipu Rubber and Plastic 1,308,637.05 1,062,872.50
payable Parts Factory
Accounts 5,820,481.55 6,085,792.76
Ninghai Jinxin Packaging Co., Ltd.
payable
Accounts Ninghai Zhonghao Plastic Products 9,425,965.30 7,440,703.72
payable Co., Ltd.
Accounts Ninghai Xidian Qingqing Plastic 2,567,426.48 2,192,180.40
payable Factory
Accounts Ningbo Hongke Auto Parts Co., 62,924,747.72 40,588,197.56
payable Ltd.
Accounts Ningbo Gloyel Intelligent 26,612,246.42 1,009,518.20
payable Technology Co. Ltd.
Accounts Ningbo Gloyel Motor Technology 6,348,706.80 7,391,444.20
payable Co., Ltd.
Accounts Gloyel Electric (Ningbo) Co., Ltd. 106.64 106.64
payable
□Applicable √Non-applicable
□Applicable √Non-applicable
XIII. Share-based payment
□Applicable √Non-applicable
□Applicable √Non-applicable
□Applicable √Non-applicable
□Applicable √Non-applicable
□Applicable √Non-applicable
XIV. Commitments and Contingencies
√Applicable □Non-applicable
√适用 □不适用
Important external commitments, nature, and amount on the balance sheet date
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
(1) On 27 December 2021, the Company signed a loan contract with the Export-Import Bank of
China Ningbo Branch, with the granted credit line at RMB 300 million, under the loan contract number
(2021) Jin Chu Yin (Yong Xin He) No. 1-117, the length of maturity of long-term loans is up to 24
months, the revolving use of credit loans is allowed. As of 31 December 2022, the long-term loan
balance under the contract is RMB 300 million. On 28 March 2022, the Company signed a loan contract
with the Export-Import Bank of China Ningbo Branch, with the granted credit line at RMB 500 million,
under the loan contract number (2022) Jin Chu Yin (Yong Xin He) No. 1-025, the length of maturity of
long-term loans is up to 24 months, the revolving use of credit loans is allowed. As of 31 December
Company signed a loan contract with the Export-Import Bank of China Ningbo Branch, with the granted
credit line at RMB 500 million, under the loan contract number (2022) Jin Chu Yin (Yong Xin He) No.
allowed. As of 31 December 2022, the long-term loan balance under the contract is RMB 500 million.
On 17 June 2022, the Company signed a loan contract with the Export-Import Bank of China Ningbo
Branch, with the granted credit line at RMB 400 million, under the loan contract number (2022) Jin Chu
Yin (Yong Xin He) No. 1-056, the length of maturity of long-term loans is up to 24 months, the
revolving use of credit loans is allowed. As of 31 December 2022, the long-term loan balance under the
contract is RMB 400 million. On 14 November 2022, the Company signed a loan contract with the
Export-Import Bank of China Ningbo Branch, with the granted credit line at RMB 300 million, under
the loan contract number (2022) Jin Chu Yin (Yong Xin He) No. 1-135. As of 31 December 2022, the
long-term loan balance under the contract is RMB 300 million. The form of guarantee is setting houses
and structures on mortgage, under the guarantee contract number (2021) Jin Chu Yin (Yong Zui Xin Di)
No. 1-018, (2022) Jin Chu Yin (Yong Zui Xin Di) No. 1-001, and (2022) Jin Chu Yin (Yong Zui Xin Di)
No. 1-003. The original value and net value of properties on mortgage is RMB 931,765,316.36 and
RMB 668,026,345.69 respectively; the original value and net value of land on mortgage is RMB
(2) On 16 June 2022, the Company signed a loan contract with China Development Bank Ningbo
Branch, with the granted credit line at RMB 440 million, under the loan contract number
guarantee is setting the real property (located on the north side of Binhai 6th Road, Hangzhou Bay New
District, Ningbo (Yongxin G-156# plot)) held by the wholly-owned subsidiary Ningbo Tuopu
Automotive Electronics Co., Ltd. on mortgage, the original value and net value of the real property on
mortgage is RMB 931,765,316.36 and RMB 668,026,345.69 respectively; the original value and net
value of land on mortgage is RMB 518,372,966.46 and RMB 427,851,650.71 respectively; the original
value and net value of land on mortgage is RMB 87,128,775.00 and RMB 77,261,289.31 respectively.
(3) On 9 December 2021, Tuopu Photovoltaic Technology (Ningbo Hangzhou Bay New Area)
Co., Ltd. signed a loan contract with China Development Bank Ningbo Branch, with the granted credit
line at RMB 60 million, under the loan contract number (2021)3302202101100001111. The term of this
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
medium and long-term loan is 12 years which commences from 9 February 2021 till 9 December 2023,
subject to the repayment schedule as set out in the contract. The form of guarantee is setting the real
property (located at No. 59, Guanhai Road, Chunxiao, Beilun District, Ningbo) on mortgage, such
guarantee is provided by Ningbo Tuopu Group Co., Ltd. for the benefit of Tuopu Photovoltaic
Technology (Ningbo Hangzhou Bay New Area) Co., Ltd. As of 31 December 2022, the balance of this
medium and long-term loan is RMB 45 million, the original value and net value of the real property on
mortgage is RMB 45,324,720.72 and RMB 36,941,455.31 respectively; the original value and net value
of land on mortgage is RMB 13,070,562.81 and RMB 9,846,490.75 respectively.
(4) On April 18, 2016, the Company signed the state-owned construction land use rights
assignment contract No. 3302062016A21006 with Ningbo Bureau of Land and Resources, and signed
the industrial land investment agreement with Administration Committee of Ningbo Economic &
Technological Development Zone (NETD). Under the said industrial land investment agreement, if the
Company fails to pay taxes at RMB 20.00/mu in any year within the period from October 31, 2019 to
October 31, 2022, it must pay RMB 5 million as penalty to Ningbo Economic & Technological
Development Zone (NETD). On July 21, 2016, the Company signed the "Irrevocable Bank Guarantee"
at the maximum sum of RMB 5 million with Bank of China Ningbo Branch in the beneficiary of
Administration Committee of Ningbo Economic & Technological Development Zone (NETD), under
the bank guarantee number GC1901316000107, with the term of bank guarantee effective from 1 May
million to Administration Committee of Ningbo Economic & Technological Development Zone
(NETD), upon the time in which the Bank of China Ningbo Branch receives the original written notice
of notice in printed form and the proof of default from Administration Committee of Ningbo Economic
& Technological Development Zone (NETD).
(5) In 2022, the Company signed an investment agreement with the Administration Committee of
Ningbo Qianwan New District under the contract number Xin Qu Tou Xie [2022]1. As set out in the
contract, the fixed asset investments must reach RMB 3 million/mu and the average tax revenue per mu
must reach RMB 380,000/mu, failing which the liquidated damages of RMB 161,100,000 shall be due
and payable. On 19 September 2022, the Company signed an "Irrevocable Bank Guarantee" with the
Bank of China Beilun Branch in favor of the Administration Committee of Ningbo Qianwan New
District, with a sum not exceeding RMB 161.1 million, under the letter of guarantee number
GC1901322000187. The letter of guarantee is valid from 19 September 2022 to 30 September 2030. As
specified in the letter of guarantee, the Bank of China Beilun Branch, upon the receipt of the original
printed copy of claim notice and the proof of breach of contract from the Administration Committee of
Ningbo Qianwan New Area, shall pay the Administration Committee of Ningbo Qianwan New Area the
liquidated damages with the sum not exceeding RMB 161.10 million.
(6) On 24 April 2022, the Skateboard Chassis signed a construction contract for the civil
engineering general contracting project of the new energy vehicle cabin comfort system project of
Tuopu Skateboard Chassis (Ningbo) Co., Ltd. with Zhejiang Xinyu Construction Group Co., Ltd., under
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
the contract number G1012022042401. On 31 May 2022, the Skateboard Chassis signed a payment
guarantee with Bank of China Ningbo Branch in favor of Zhejiang Xinyu Construction Group Co., Ltd,
with the sum not exceeding RMB 2,629,200, under the guarantee number GC1900322000280. The term
of guarantee is from the effective date of the master contract to 28 days after the payment of the contract
sum as set out in the master contract. As specified in the guarantee, if the Skateboard Chassis fails to pay
the contract sum to Zhejiang Xinyu Construction Group Co., Ltd. under the master contract, the bank
will pay the amount at or below the guarantee sum. The Company has paid RMB 2,629,200 as the
deposit of guarantee to Bank of China Ningbo Branch.
(7) On 8 May 2022, the Skateboard Chassis signed a construction contract for the civil
engineering general contracting project of the Skateboard Chassis System Project Section I of
Skateboard Chassis (Ningbo) Co., Ltd. with Zhejiang Zhongqin Construction Co., Ltd., under the
contract number G1012022050801. On 31 May 2022, the Skateboard Chassis signed a payment
guarantee with Bank of China Ningbo Branch in favor of Zhejiang Zhongqin Construction Co., Ltd.,
with the sum not exceeding RMB 3.0764 million, under the guarantee number GC1900322000281. The
term of guarantee is from the effective date of the master contract to 28 days after the payment of the
contract sum as set out in the master contract. As specified in the guarantee, if the Skateboard Chassis
fails to pay the contract sum to Zhejiang Zhongqin Construction Co., Ltd. under the master contract, the
bank will pay the amount at or below the guarantee sum. The Company has paid RMB 3,076,400 as the
deposit of guarantee to Bank of China Ningbo Branch.
(8) On 24 April 2022, the Skateboard Chassis signed a construction contract for the civil
engineering general contracting project of the Skateboard Chassis System Project Section II of
Skateboard Chassis (Ningbo) Co., Ltd. with Zhejiang Zhhifang Construction Co., Ltd., under the
contract number G1012022050802. On 31 May 2022, the Skateboard Chassis signed a payment
guarantee with Bank of China Ningbo Branch in favor of Zhejiang Zhhifang Construction Co., Ltd.,
with the sum not exceeding RMB 2,499,200, under the guarantee number GC1900322000282. The term
of guarantee is from the effective date of the master contract to 28 days after the payment of the contract
sum as set out in the master contract. As specified in the guarantee, if the Skateboard Chassis fails to pay
the contract sum to Zhejiang Zhhifang Construction Co., Ltd. under the master contract, the bank will
pay the amount at or below the guarantee sum. The Company has paid RMB 2,499,200 as the deposit of
guarantee to Bank of China Ningbo Branch.
(9) Hunan Tuopu signed an equipment purchase contract with DE HUA MATERIALS TESTING
(HOLDINGS) COMPANY LIMITED, under the contract number 10762021121202, and L/C payment is
specified as the payment term. Hunan Tuopu issued a letter of credit at Bank of China Xiangtan Branch,
under the L/C number LC1272222000037, and the company paid RMB 4,672,875.48 as L/C deposit to
the bank.
(10) TUOPU (MALAYSIA) SDN.BHD. signed a purchase and sale contract with
CLARION(MALAYSIA)SDN.BHD, and signed a letter of bank guarantee with Bank of China
(Malaysia) Co., Ltd. in favor of CLARION(MALAYSIA)SDN.BHD., with the sum not exceeding
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
from 13 December 2021 to 12 December 2022. As specified in the letter of bank guarantee, if TUOPU
(MALAYSIA) SDN.BHD. fails to pay the contract sum to CLARION(MALAYSIA)SDN.BHD. under
the master contract, the bank will pay the amount at or below the guarantee sum. The Company has paid
Branch.
(11) TUOPU (MALAYSIA) SDN.BHD. signed a power supply contract with TENAGA
NASIONAL BERHAD, under which TENAGA NASIONAL BERHAD will supply power to TNB
substation building of TUOPU (MALAYSIA) SDN.BHD. TUOPU (MALAYSIA) SDN.BHD. signed a
letter of bank guarantee with Bank of China (Malaysia) Co., Ltd. in favor of TENAGA NASIONAL
BERHA, with the sum not exceeding 20,000 RM, under the guarantee number LG5111723000007. The
letter of bank guarantee shall be valid from 4 January 2023 to 3 January 2024. As specified in the letter
of bank guarantee, if TUOPU (MALAYSIA) SDN.BHD. fails to pay the contract sum to TENAGA
NASIONAL BERHA. under the master contract, the bank will pay the amount at or below the guarantee
sum. The Company has paid 20,000 RM (or equivalent to RMB 31,544) as the deposit of guarantee to
Bank of China Malaysia Branch.
(12) The Company and Ping An Bank Ningbo Branch signed a special agreement on the credit
extension business (Ping Yin Bei Lun Piao Chi Zi 20210913 No.001) and Additional Agreement to the
Maximum Amount Pledge Contract for Bill Pool Credit Business (Yin Bei Lun Piao Chi Zhi Bu Zi
and the notes payable of RMB 223,932,588.31 were issued.
(13) The Company signed Bank of Ningbo signed the additional clauses of the Asset Pool
Business Cooperation and Pledge Agreement (No.: 0510100014087) and the Master Agreement for
Asset Pool Billing Pass (No.: 05100AT21B7KKBM). As of 31 December 2022, there were bank
acceptance notes in a sum of RMB 50,000,000.00 under pledge, and the bank acceptance deposit of
RMB 3,573.99 was paid to the bank.
(14) Tuopu Acoustics Vibration signed the note pool cooperation agreement 33100000 Zhe Shang
Piao Chi Zi 2017 No.01472, the asset pool cooperation agreement 33100000 Zhe Shang Zi Chan Chi Zi
No.01473 with China Zheshang Bank Beilun Branch. As of 31 December 2022, there were bank
acceptance notes in a sum of RMB 101,723,237.47 under pledg, the bank acceptance deposit of RMB
were issued.
(15) Tuopu Acoustics Vibration and Bank of Ningbo Beilun Sub-branch signed the Asset Pool
Billing Pass Agreement (No. 05100AT22BFN865, Bank of Ningbo Asset Pool 2019 No. 051), the Asset
Pool Business Cooperation and Pledge Agreement (No. 0510100015480, Ningbo Asset Pool Zi 2019 No.
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
under pledge and commercial acceptance notes in a sum of RMB 21,491,683.54 under pledge, the bank
acceptance deposit of RMB 164,677,873.98 was paid to the bank and accordingly, the notes payable in a
sum of RMB 413,807,085.09 were issued.
(16) Tuopu Parts signed the note pool cooperation agreement 33100000 Zhe Shang Piao Chi Zi
No.01470, and the asset pool pledge guarantee contract 33100000 Zhe Shang Zi Chan Chi Zi 2017 No
notes in a sum of RMB 465,741,096.52 under pledge, the bank acceptance deposit of RMB
were issued.
(17) On 5 July 2018, Tuopu Parts signed the note pool cooperation and note pledge agreement
note pool cooperation and note pledge agreement 05101PC20188002 with Bank of Ningbo Beilun
branch. As of 31 December 2022, there were bank acceptance notes in a sum of RMB 184,034,606.20
under pledge and accordingly, the commercial acceptance bills in a sum of RMB 16,547,515.27 were
issued, the bank acceptance deposit of RMB 79,624,678.63 was paid to the bank and accordingly, the
notes payable in a sum of RMB 201,005,132.97 were issued.
(18) Tuopu Parts signed the note pool cooperation agreement (Xing Yin Yong Piao Chi Fu Zi Di
Haishu No.220006) and the maximum limit pledge contract (Xing Yin Yong Zhi (Gao) Zi Di Hai Shu
No.220007) with Industrial Bank Co., Ltd. Ningbo Branch. As of 31 December 2022, there were bank
acceptance notes in a sum of RMB 107,438,578.00 under pledge and accordingly, the notes payable in a
sum of RMB 101,342,258.54 were issued.
(19) Tuopu Automotive Electronics signed the asset pool cooperation agreement (No.
Ningbo Beilun branch. As of 31 December 2022, there were bank acceptance notes in a sum of RMB
issued.
(20) Ushone Dirve-by-Wire Chassis signed the note pool cooperation and note pledge agreement
Development Bank Co., Ltd. Ningbo Development Zone Sub-branch. As of 31 December 2022, there
were bank acceptance notes in a sum of RMB 13,887,686.34 under pledge and accordingly, the bank
acceptance deposit of RMB 6,625,761.93 was paid to the bank,and the notes payable in a sum of RMB
(21) Ningbo Qianhui signed the maximum pledge contract 06001PC20198005 with Bank of
Ningbo Ninghai Branch. As at 31 December 2022, there were bank acceptance notes in a sum of RMB
the notes payable in a sum of RMB 9,751,469.82 were issued.
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
(22) On 6 May 2022, Tuopu Automotive Electronics signed a financial leasing contract with
Maxwealth Financial Leasing Co., Ltd., the leased property is machinery and equipment, the original
book value of the leased property is RMB 75,933,200, and the net book value of the lease property as at
the end of 2022 is RMB 68,529,700. The financial lease contract number is 2022YYZL0206489-ZL-01,
the repayment principal of the financial lease is RMB 50 million, the interest is RMB 165,500, and the
lease repayment period is 12 months. As of 31 December 2022, the balance of other current liabilities
under the contract is RMB 20.8333 million.
(23) On 14 June 2022, the Company signed a financial leasing contract with Ping An
International Financial Leasing Co., Ltd., the leased property is machinery and equipment, the original
book value of the lease property is RMB 95,512,400, the net book value of the leased object at the end
of 2022 is RMB 85,920,800. The leaseback contract number is 2022PAZL0101271-ZL-01. The
repayment principal of this financial lease is RMB 93 million, the interest is RMB 200,000, and the lease
repayment period is 12 months. As of 31 December 2022, the balance of other current liabilities under
the contract is RMB 39,399,000.
(24) On 10 February 2022, Tuopu Automotive Electronics signed a financial leasing contract
with Maxwealth Financial Leasing Co., Ltd., the leased property is machinery and equipment, the
original book value of the leased property is RMB 72,314,100, and the net book value of the lease
property as at the end of 2022 is RMB 66,032,800. The financial lease contract number is
interest is RMB 163,600, and the lease repayment period is 12 months. As of 31 December 2022, the
balance of other current liabilities under the contract is RMB 8.3333 million.
(25) On 7 May 2022, Tuopu Automotive Electronics signed a financial leasing contract with
Maxwealth Financial Leasing Co., Ltd., the leased property is machinery and equipment, the original
book value of the leased property is RMB 53,871,800, and the net book value of the lease property as at
the end of 2022 is RMB 50,429,300. The financial lease contract number is 2022YYZL0206508-ZL-01,
the repayment principal of the financial lease is RMB 50 million, the interest is RMB 165,500, and the
lease repayment period is 12 months. As of 31 December 2022, the balance of other current liabilities
under the contract is RMB 20.8333 million.
(26) On 13 September 2022, Tuopu Automotive Electronics signed a financial leasing contract
with Maxwealth Financial Leasing Co., Ltd., the leased property is machinery and equipment, the
original book value of the leased property is RMB 60,718,400, and the net book value of the lease
property as at the end of 2022 is RMB 55,742,100. The financial lease contract number is
interest is RMB 164,400, and the lease repayment period is 12 months. As of 31 December 2022, the
balance of other current liabilities under the contract is RMB 37.50 million.
(27) On 13 September 2022, Tuopu Automotive Electronics signed a financial leasing contract
with Maxwealth Financial Leasing Co., Ltd., the leased property is machinery and equipment, the
original book value of the leased property is RMB 55,425,300, and the net book value of the lease
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
property as at the end of 2022 is RMB 53,394,500. The financial lease contract number is
interest is RMB 164,900, and the lease repayment period is 12 months. As of 31 December 2022, the
balance of other current liabilities under the contract is RMB 37.50 million.
(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
□Applicable √Non-applicable
XV. Events after the Balance Sheet Date
□Applicable √Non-applicable
√Applicable □Non-applicable
Unit： Yuan Currency： RMB
Proposed distribution of profits or 510,247,562.84
dividends
Profits or dividends declared after 510,247,562.84
deliberation and approval
□Applicable √Non-applicable
√Applicable □Non-applicable
Directors on April 17, 2023, the Company intends to use the number of shares registered on the date of
equity registration for equity distribution as the base number, and distribute it to all registered
shareholders on the date of equity registration at cash dividends of RMB 4.63 (tax included) for every 10
shares. The above profit distribution plan is submitted to the 2022 annual general meeting for
consideration.
VI. Other Significant Events
(1). Retrospective restatement
□Applicable √Non-applicable
(2). Prospective application
□Applicable √Non-applicable
□Applicable √Non-applicable
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
(1). Exchange of non-monetary assets
□Applicable √Non-applicable
(2). Exchange of other assets
□Applicable √Non-applicable
□Applicable √Non-applicable
□Applicable √Non-applicable
(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 of individual reportable segment, state the reason
□Applicable √Non-applicable
(4). Other notes
□Applicable √Non-applicable
□Applicable √Non-applicable
□Applicable √Non-applicable
XVII. Notes to the Main Items of the Financial Statements of the Parent Company
(1). Disclosure by age
√Applicable □Non-applicable
Unit： Yuan Currency： RMB
Aging Book balance at the end of the period
Within 1 year
Including: sub-items within 1 year
Within 1 year 2,225,858,799.18
Subtotal within 1 year 2,225,858,799.18
Over 3 years 49,045,071.14
Over 5 years 323,215.01
Total 2,463,613,636.84
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
(2). Categorical disclosure by provision for bad debts
√Applicable □Non-applicable
Unit： Yuan Currency： RMB
Balance at the End of the Period Balance at the Beginning of the Period
Book Balance Bad Debt Provision Book Balance Bad Debt Provision
Category Accrued Book Accrued Book
Amount Percentage Amount Proportion Value Percentage Amount Proportion Value
Amount
(%) (%) (%) (%)
Bad debt provision accrued
based on single item
Including:
Bad debt provision accrued 2,463,613,636.84 100.00 166,344,553.64 6.75 2,297,269,083.20 1,926,247,651.84 100.00 147,597,966.28 7.66 1,778,649,685.56
based on single item
Including:
Bad debt provision accrued 2,463,613,636.84 100.00 166,344,553.64 6.75 2,297,269,083.20 1,926,247,651.84 100.00 147,597,966.28 7.66 1,778,649,685.56
based on aging combinations
Total 2,463,613,636.84 / 166,344,553.64 / 2,297,269,083.20 1,926,247,651.84 / 147,597,966.28 / 1,778,649,685.56
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
Bad debt provision accrued based on single item:
□Applicable √Non-applicable
Bad debt provision accrued based on combinations
√Applicable □Non-applicable
√适用 □不适用
√Applicable □Non-applicable
Accrued items based on combinations: accounts receivable with bad debt provision by aging portfolio
Unit： Yuan Currency： RMB
Balance at the End of the Period
Name Accrued
Accounts Receivable Bad Debt Provision
Proportion(%)
Within 1 year 2,225,858,799.18 111,292,939.96 5.00
Over 5 years 323,215.01 323,215.01 100.00
Total 2,463,613,636.84 166,344,553.64
Recognition criteria for and notes to bad debt provision by combinations
□Applicable √Non-applicable
If the bad debt provision is made by the general expected credit loss model, e refer to the disclosure of
other receivables:
□Applicable √Non-applicable
(3). Bad debt provision
√Applicable □Non-applicable
Unit： Yuan Currency： RMB
Amount Changed in the Current Period
Balance at the Balance at the
Other
Categor Beginning of the End of the
Provision Withdrawal Write-of Change
y Period Period
or Reversal f s
Bad 166,344,553.64
debt
provisio
n
accrued
based on
combina
tions
Total 147,597,966.28 18,746,587.36 166,344,553.64
Significant withdrawal or reversal amount of provision for bad debts in the current period:
□Applicable √Non-applicable
(4). Accounts receivable actually written off in the current period
□Applicable √Non-applicable
Write-off of significant accounts receivable
□Applicable √Non-applicable
(5). Accounts receivable of the top five closing balances collected by debtors
√Applicable □Non-applicable
Unit： Yuan Currency： RMB
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
Balance at the End of Proportion in Total Bad Debt
Name of Entity
the Period
Accounts Receivable (%) Provision
No.1
No.2
No.3
No.4
No.5
Total 1,668,424,871.21 67.71 88,750,563.65
(6).Accounts receivable derecognized due to the transfer of financial assets
□Applicable √Non-applicable
(7). Amount of assets and liabilities formed by the transfer of accounts receivable and continued
involvement
□Applicable √Non-applicable
Other Notes:
□Applicable √Non-applicable
Presentation of items
√Applicable □Non-applicable
Unit： Yuan Currency： RMB
Balance at the end of the Balance at the beginning of
Item
period the period
Interest receivable
Dividend receivable 3,719,979.84
Other Receivables 229,141,399.78 132,577,100.62
Total 229,141,399.78 136,297,080.46
Other Notes:
□Applicable √Non-applicable
Interest receivable
(1). Category of interest receivable
□Applicable √Non-applicable
(2). Important late payment interest
□Applicable √Non-applicable
(3). Particulars of bad debt provision
□Applicable √Non-applicable
Other Notes:
□Applicable √Non-applicable
Dividend receivable
(1). Dividend Receivable
√Applicable □Non-applicable
Unit： Yuan Currency： RMB
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
Balance at the end of the Balance at the beginning of
Item (or Invested Entity)
period the period
Chongqing Antolin Tuopu Overhead 3,719,979.84
System Co., Ltd.
Total 3,719,979.84
(4). Important dividend receivable with an aging over 1 year
□Applicable √Non-applicable
(5). Particulars of bad debt provision
□Applicable √Non-applicable
Other Notes:
□Applicable √Non-applicable
Other Receivables
(1). Disclosure by aging
√Applicable □Non-applicable
Unit： Yuan Currency： RMB
Aging Book Balance at the End of the Period
Within 1 year
Including: sub-item within 1 year
Within 1 year 151,944,338.69
Subtotal within 1 year 151,944,338.69
Over 3 years 119,000.00
Over 5 years 235,800.00
Total 248,803,443.53
(2）. Categorical disclosure by provision for bad debts
√Applicable□Non-applicable
Unit： Yuan Currency： RMB
Nature of Funds Book balance at the end of the Book balance at the beginning
period of the period
Temporary borrowings 227,415,769.50 142,648,612.96
Petty cash funds 1,632,760.00 199,202.76
Security deposit 12,887,250.00 19,250.00
Others 6,867,664.03 1,874,206.43
Total 248,803,443.53 144,741,272.15
(3). Categorized by the nature of funds
√Applicable □Non-applicable
Unit： Yuan Currency： RMB
Phase 1 Phase 2 Phase 3
Expected credit Expected credit
Expected
Bad Debt loss throughout the loss throughout the Total
credit loss in
Provision duration (no credit duration (credit
the next 12
impairment impairment has
months
occurred) occurred)
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
Balance on
January 1, 2022
Balance of the
current period on
January 1, 2022
--Transfer to
Phase 2
--Transfer to
Phase 3
--Transfer to
Phase 2
--Transfer to
Phase 1
Provision made
in the current 7,497,872.22 7,497,872.22
period
Reversal in the
current period
Write-off in the
current period
Write-off in the
current period
Other changes
Balance on
December 31, 19,662,043.75 19,662,043.75
Notes to significant changes in the book balance of other receivables that have changed in the current
period:
□Applicable √Non-applicable
Amount of bad debt provision in the current period and the basis for assessing whether the credit risk of
financial instruments has increased significantly:
□Applicable √Non-applicable
(4). Particulars of bad debt provision
√Applicable □Non-applicable
Unit： Yuan Currency： RMB
Balance at the Amount Changed in the Current Period Balance at the
Beginning of Withdrawal or Other End of the
Category
the Period Provision Reversal Write-off Changes Period
Accounts
receivable
with bad
debt 7,497,87
accrued 2.22
based on
aging
portfolio
Total 7,497,87
Bad debt provision in the current period with significant amount of withdrawal or reversal:
□Applicable √Non-applicable
(5). Particulars of other receivables actually written off in the current period
□Applicable √Non-applicable
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
(6). Particulars of other receivables of the top five closing balances collected by debtors
√Applicable □Non-applicable
Unit： Yuan Currency： RMB
Proportion in
Balance of bad
total other
Nature of Balance at the debt provision
Name of Aging receivables at the
funds end of the period at the end of the
Unit end of the period
period
(%)
Tuopu Temporary 149,399,787.79 Note 1 60.05 10,176,807.31
Poland borrowings
sp.z.o.o
Shanghai Temporary 78,015,981.71 Note 2 31.36 7,879,794.51
Towin borrowings
Automotive
Technology
Co., Ltd.
Zhejiang Temporary 12,678,000.00 Within 1 5.10 583,900.00
Holley & borrowings year
Futong
Investment
Co., Ltd.
Ruhlamat Other 6,120,000.00 Within 1 2.46 306,000.00
Automation year
Technology
(Changchun)
Co., Ltd
LI Other 274,800.00 Note 3 0.11 248,750.00
DONGMEI
Total / 246,488,569.50 / 99.08 19,195,251.82
Note 1: The amount due within 1 year is RMB 90,795,714.66, and the amount due within 1-2 years is
RNB 58,604,073.13;
Note 2: The amount due within 1 year is RMB 40,500,000.00, the amount due within 1-2 years is RNB
Note 3: The amount due within 1 year is RMB 19,000.00, the amount due within 4-5 years is RNB
(7). Accounts receivable related to government subsidies
□Applicable √Non-applicable
(8). Other accounts receivable derecognised due to transfer of financial assets
□Applicable √Non-applicable
(9). Amount of assets and liabilities generated due to transfer of other receivables and continued
involvement
□Applicable √Non-applicable
Other Notes:
□Applicable √Non-applicable
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
√适用 □不适用
√Applicable □Non-applicable
Unit： Yuan Currency： RMB
Balance at the end of the period Balance at the beginning of the period
Item Impairment
Book balance Impairment Book value Book balance Book value
provision
provision
Investments in subsidiaries 10,829,796,560.37 10,829,796,560.37 6,841,453,344.78 6,841,453,344.78
Investments in joint ventures and
associates
Total 10,971,501,286.58 10,971,501,286.58 6,970,931,120.31 6,970,931,120.31
(1). Investments in subsidiaries
√Applicable □Non-applicable
Unit： Yuan Currency： RMB
Balance
Impairment at the end
Balance at the
Increased in Decreased in Balance at the end of provision of the
Invested Entity beginning of the
current period current period the period accrued in period of
period
the current impairment
period provision
Ningbo Tuopu Import and Export Co., Ltd. 178,081,940.48 178,081,940.48
Ningbo Tuopu Automobile Parts Co., Ltd. 196,984,594.91 196,984,594.91
Ningbo Tuopu Acoustics Vibration Technology 184,685,004.03 184,685,004.03
Co., Ltd.
Yantai Tuopu Automobile Parts Co., Ltd. 62,800,000.00 62,800,000.00
Liuzhou Tuopu Automobile Parts Co., Ltd. 100,000,000.00 100,000,000.00
Shenyang Tuopu Automobile Parts Co., Ltd. 10,000,000.00 10,000,000.00
Ningbo Tuopu Intelligent Brake System Co., Ltd. 20,000,000.00 20,000,000.00
Ningbo Qianhui Automobile Trim Parts Co., Ltd. 31,210,000.00 31,210,000.00
Sichuan Tuopu Automobile Parts Co., Ltd. 20,000,000.00 20,000,000.00
Wuhan Tuopu Maigao Automobile Parts Co., Ltd. 150,000,000.00 150,000,000.00
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
Pinghu Tuopu Special Fabric Co., Ltd. 208,000,000.00 208,000,000.00
Shanghai Towin Automotive Technology Co., Ltd. 10,000,000.00 10,000,000.00
Ningbo Tuopu Industrial Automation Co., Ltd. 17,700,000.00 17,700,000.00
Ningbo Tuopu Investment Co., Ltd. 27,270,000.00 34,890,000.00 62,160,000.00
Ningbo Ushone E-commerce Co., Ltd. 3,700,000.00 100,000.00 3,800,000.00
Tuopu Group International Co., Ltd.
Baoji Tuopu Maigao Automobile Parts Co., Ltd. 18,980,000.00 18,980,000.00
Taizhou Tuopu Automobile Parts Co., Ltd. 100,000,000.00 100,000,000.00
Ningbo Tuopu Automotive Electronics Co., Ltd. 2,438,400,000.00 61,600,000.00 2,500,000,000.00
Jinzhong Tuopu Automobile Parts Co., Ltd. 8,000,000.00 8,000,000.00
Shenzhen Towin Automotive Technology 11,300,000.00 11,300,000.00
Co., Ltd.
TUOPU DO BRASIL AUTOPECAS 80,776,216.50 80,776,216.50
LTDA
Zhejiang Towin Automobile Parts Co., 571,320,000.00 571,320,000.00
Ltd.
Sichuan Maigao Auto Parts Co., Ltd. 290,000,000.00 290,000,000.00
Hunan Tuopu Automobile Parts Co., Ltd. 253,800,000.00 404,090,000.00 657,890,000.00
Tuopu USA, LLC 35,091,204.56 35,091,204.56
Ningbo Tuopu Chassis System Co., Ltd. 341,902,468.30 172,997,531.70 514,900,000.00
Tuopu EV Thermal Management System (Ningbo) 1,392,400,000.00 2,107,600,000.00 3,500,000,000.00
Co., Ltd.
Huzhou Tuopu Automobile Parts Co., Ltd. 32,220,000.00 17,780,000.00 50,000,000.00
TUOPU POLAND SP.Z.O.O 18,000,000.00 18,000,000.00
Shanghai Tuopu Automobile Parts Co., Ltd. 16,500,000.00 16,500,000.00
Xi’an Tuopu Automobile Parts Co., Ltd. 12,331,916.00 12,331,916.00
Ningbo Ushone Electronic Chassis 30,772,460.00 30,772,460.00
Technology Co., Ltd.
Tuopu Chassis System (Chongqing) Co., Ltd. 154,400,000.00 154,400,000.00
Tuopu Skateboard Chassis (Ningbo) Co., 943,330,000.00 943,330,000.00
Ltd.
Tuopu Chassis System (Anhui) Co., Ltd. 42,200,000.00 42,200,000.00
Chongqing Tuopu Automobile Parts Co., 18,583,223.89 18,583,223.89
Ltd.
Total 6,841,453,344.78 3,988,343,215.59 10,829,796,560.37
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
(2). Investments in joint ventures and associates
√Applicable □Non-applicable
Unit： Yuan Currency： RMB
Decrease/Increase in the current period Balance
of
Investment
impairme
Balance at profit and Cash
Adjustmen Provision Balance at nt
Invested the loss Other dividends or
Investme Investmen t on other for the End of provision
Entity Beginning of recognized changes profit Other
nt t comprehen impairme the Period at the
the Period under the in equity declared to
Increased Decreased sive nt end of
equity distribute
income accrued the
method
period
I. Joint ventures
Tuopu
Electrical 49,647,448.77 13,150,988.11 62,798,436.88
Appliances
Ningbo 72,441,987.22 15,464,302.11 9,000,000.00 78,906,289.33
Borgers
Subtotal 122,089,435.99 28,615,290.22 9,000,000.00 141,704,726.21
II. Associates
Antolin 7,388,339.54
-361,236.47 -7,027,103.07
Tuopu
Subtotal 7,388,339.54 -361,236.47 -7,027,103.07
Total 129,477,775.53 28,254,053.75 9,000,000.00 -7,027,103.07 141,704,726.21
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
(1) Operating Income and Operating Cost
√Applicable □Non-applicable
Unit： Yuan Currency： RMB
Amount incurred in the current period Amount incurred in previous period
Item
Income Cost Income Cost
Main
business 6,594,127,295.51 5,017,204,633.53 5,618,865,696.60 4,436,557,763.66
operations
Other
business 482,419,882.80 371,812,686.41 335,067,815.70 253,124,398.60
operations
Total 7,076,547,178.31 5,389,017,319.94 5,953,933,512.30 4,689,682,162.26
(2). Income generated by contracts
□Applicable √Non-applicable
(3). Notes to discharge of obligations
□Applicable √Non-applicable
(4). Notes to allocation to remaining discharge of obligations
□Applicable √Non-applicable
√Applicable □Non-applicable
Unit： Yuan Currency： RMB
Amount incurred in the Amount incurred in
Item
current period previous period
Long-term equity investment income
measured by cost method
Long-term equity investment income
measured by equity method
Investment income from disposal of
long-term equity investment
Investment income of trading financial
assets during the holding period
Dividend income from other equity
instrument investments during the
holding period
Interest income from debt investment
during the holding period
Interest income from other debt
investments during the holding period
Investment income from disposal of
trading financial assets
Investment income from the disposal
of other equity instrument investments
Investment income from disposal of
debt investments
Investment income from the disposal
of other debt investments
Income from debt restructuring
Investment income from wealth 10,877,828.03 17,563,635.87
management products
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
Total 39,131,881.78 35,465,407.66
□Applicable √Non-applicable
XVIII. Additional Information
√Applicable □Non-applicable
Unit： Yuan Currency： RMB
Item Amount Note
Gains and losses from disposal of
-8,160,326.70
non-current assets
Approval beyond authority, or without
formal approval document, or incidental tax
rebates, deducts and exempts
Government subsidies included in the
current profit and loss, but closely associated
with the regular business operations of the
Company, except for government subsidies 62,111,199.70 X, VII, 84
that are consistent with national policies and
continuously granted at a fixed quota or
amount under certain national standard
Payment for the use of funds charged from
non-financial enterprises that is included in
current profit and loss
Income generated from the investment cost
of the Company in acquiring subsidiaries,
associates and joint ventures that is less than
the fair value of the identifiable net assets
held by the invested entity at the acquisition
of investment
Gains and losses from exchange of
non-monetary assets
Gains and losses from the engagement of
others in investment or management
Provisions for impairment of various assets
due to force majeure factors including natural
disasters
Gains and losses from restructuring of debts
Expenses incurred in enterprise
restructuring, including those incurred in
staff placement and integration
Gains and losses from the part of
transactions whose prices are clearly unfair
in excess of the fair value
Net profits and losses for the current period
from the beginning of the period to the date
of the merger arising from a business
combination under the same control
Profits and losses generated from
contingent events that are unrelated to the
regular business operations of the Company
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
Profits and losses resulting from the
changes in fair value for holding trading
financial assets, derivative financial assets
and trading financial liabilities, derivative
financial liabilities and investment income
from disposal of trading financial assets, 10,324,869.65
derivative financial assets, trading financial
liabilities, derivative financial liabilities and
other obligatory right investments, except for
valid hedging businesses associated with the
regular business operations of the Company
Reversal of the receivables and contract
assets depreciation reserves for separate
impairment test
Gains and losses from external entrusted
loans
Profits and losses generated from a change
in the fair value of investment real estates
that are subsequently measured by the fair
value model
Impact of one-off adjustment to the current
profit and loss under the requirements of
taxation, accounting and other laws and
regulations on the current profit and loss
Custody fee income from entrusted
operations
Non-operating income and expenses other
-9,377,752.06
than the above
Other gains and losses items that fit the
definition of non-recurring gains and losses
Less: Impact of income tax 10,896,170.83
Impact of minority equity -579,840.70
Total 44,581,660.46
For items defined as non-recurring gains and losses according to the No. 1 Explanatory Announcement
on Information Disclosure for Companies Offering Their Securities to Public - Non-recurring Gains and
Losses, or non-recurring gains and losses items listed in the said document defined as recurring ones,
state the reasons.
□Applicable √Non-applicable
√Applicable □Non-applicable
Weighted EPS
Profit for the reporting period
Average ROE (%) Basic EPS Diluted EPS
Net profit attributable to
common shareholders of the 15.02 1.54 1.54
Company
Net profit attributable to
common shareholders of the
Company after deducting
non-recurring gains and losses
□Applicable √Non-applicable
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
□Applicable √Non-applicable
Chairman: Wu Jianshu
Date of Submission to Board of Directors: April 17, 2023
Revisions
□Applicable √Non-applicable
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