Zhejiang Sanhua Intelligent Controls Co., Ltd. 2023 Annual Report Zhejiang Sanhua Intelligent Controls Co., Ltd. 2023 Annual Report April 2024 1 Zhejiang Sanhua Intelligent Controls Co., Ltd. 2023 Annual Report 2023 Annual Report Section I Important Notes, Contents and Definitions The Board of Directors, Board of Supervisors, Directors, Supervisors and Senior Management of Zhejiang Sanhua Intelligent Controls Co., Ltd. (hereinafter referred to as the “Company”) hereby guarantee that the information presented in this report shall be authentic, accurate, complete and free from material misstatement whether due to false record, misleading statement or significant omission, and they will undertake both individual and joint legal liabilities. Zhang Yabo, the Company's legal representative, Yu Yingkui, the person in charge of the accounting work, and Li Zhimi, the person in charge of accounting department (Accounting Officer) hereby declare and warrant that the financial statements in this report are authentic, accurate and complete. All directors attended the board meeting to review this report. The forward-looking descriptions of future plans, development strategies, and other aspects involved in this report do not constitute a substantial commitment of the Company to investors. Investors are kindly advised to pay attention to investment risks. The Company describes in detail concerning the possible risks and countermeasures in Section XI “Outlook for the Future Development of the Company” under Section III “Management’s Discussion and Analysis of Operations”. Please pay attention to relevant contents. The profit distribution proposal approved by the board of directors is set out as follows: Based on the provisional share capital of 3,706,504,614 shares, cash dividend of RMB 2.50 (tax inclusive) will be distributed to all shareholders for every 10 shares. The Company will not distribute bonus shares or convert capital reserves to share capital. Note: The share capital of the Company is 3,732,615,535 shares, of which the number of repurchased shares is26,110,921. According to the provisions of the Company Law, the shares held by the listed Company through the repurchase account do not enjoy the right to participate in profit distribution or the conversion of capital reserve into share capital. If the total share capital of the Company changes due to the conversion of convertible bonds, 2 Zhejiang Sanhua Intelligent Controls Co., Ltd. 2023 Annual Report share repurchase, exercise of equity incentive scheme, refinancing and listing of new shares before the implementation of the distribution plan, the total distribution amount shall be adjusted accordingly based on the principle of constant distribution proportion. 3 Zhejiang Sanhua Intelligent Controls Co., Ltd. 2023 Annual Report CONTENTS Section I Important Notes, Contents and Definitions ................................................................................................ 2 Section II Corporate Profile and Key Financial Indicators ........................................................................................ 9 I. Corporate Information ............................................................................................................................... 9 II. Contacts and Contact Information ..................................................................................................... 9 III. Information Disclosure and Place of the Report .............................................................................. 10 IV. Company Registration and Alteration ............................................................................................. 10 V. Other Relevant Information ............................................................................................................. 10 VI. Key Accounting Data and Financial Indicators ............................................................................... 10 VII. Differences in Accounting Data between Domestic and Overseas Accounting Standards ............. 11 VIII. Key Quarterly Financial Indicators .................................................................................................. 12 IX. Items and Amounts of Non-recurring Gains and Losses ................................................................. 12 Section III Management’s Discussion and Analysis of Operations ......................................................................... 15 I. Industry situation of the Company during the reporting period............................................................... 15 II. The Principal Business of the Company during the Reporting Period ............................................ 16 III. Core Competitiveness Analysis ....................................................................................................... 17 IV. Main Business Analysis ................................................................................................................... 18 V. Non-core Business Analysis ............................................................................................................ 29 VI. Analysis of Assets and Liabilities .................................................................................................... 30 VII. Analysis of Investment .................................................................................................................... 33 VIII. Disposal of Significant Assets and Equity ....................................................................................... 38 IX. Analysis of Major Subsidiaries and Investees ................................................................................. 38 X. Structural Entities Controlled by the Company ............................................................................... 40 XI. Outlook for the Future Development of the Company .................................................................... 40 XII. Reception of activities including research, communication and interviews during the report period 41 XIII. Implementation status of action plan “Dual improvement in quality and return” ........................... 43 Section IV Corporate Governance ........................................................................................................................... 44 I. Basic situation of corporate governance .................................................................................................. 44 II. Company’s Independence in Businesses, Management, Assets, Institutions and Finance from Controlling Shareholders ................................................................................................................................. 45 III. Horizontal Competition ................................................................................................................... 46 IV. Annual General Meeting and Extraordinary General Meetings convened during the Reporting Period 46 V. Information of directors, supervisors, senior management .............................................................. 47 VI. Performance of duties by directors during the reporting period ...................................................... 59 VII. Performance of duties by special committees under the board during the reporting period ............ 60 VIII. Performance of duties by the Supervisory Committee .................................................................... 63 IX. Staff in the Company ....................................................................................................................... 63 X. Profit distribution of ordinary shares and capitalization of capital reserves .................................... 65 XI. The Implementation of an Equity Incentive Plan, Employee Stock Ownership Plan, or Other 4 Zhejiang Sanhua Intelligent Controls Co., Ltd. 2023 Annual Report Incentive Plans ................................................................................................................................................. 66 XII. Construction and implementation of internal control ...................................................................... 68 XIII. Management and control of subsidiaries during the reporting period ............................................. 69 XIV. Self-evaluation report on internal control or Internal control audit report....................................... 69 XV. Governance problem rectification of the Company ......................................................................... 71 Section V Environmental and Social Responsibility ............................................................................................... 72 I. Material environmental issues ................................................................................................................. 72 II. Social responsibility......................................................................................................................... 77 III. Achievements of poverty alleviation and rural revitalization .......................................................... 77 Section VI Significant Events .................................................................................................................................. 78 I. Performance of commitments .................................................................................................................. 78 II. The Company’s funds used by the controlling shareholder or its related parties for non-operating purposes. 84 III. Illegal external guarantee ................................................................................................................. 84 IV. Explanation Given by the Board of Directors Regarding the “Non-standard Auditor’s Report” Issued by the CPA Firm for the Reporting Period ...................................................................................................... 84 V. Explanation Given by the Board of Directors, Board of Supervisors and Independent Directors (if any) Regarding the “Non-standard Auditor’s Report” Issued by the CPA Firm for the Reporting Period ..... 84 VI. For changes in accounting policies, accounting estimates and accounting methods as compared to the financial report for the prior year ............................................................................................................... 84 VII. Explanation for changes in scope of the consolidated financial statements as compared to the financial report for the prior year ..................................................................................................................... 84 VIII. Engagement and disengagement of the CPA firm ........................................................................... 85 IX. Listing suspension and termination after disclosure of this annual report ....................................... 86 X. Bankruptcy and Restructuring ......................................................................................................... 86 XI. Material Litigation and Arbitration .................................................................................................. 86 XII. Punishments and Rectifications ....................................................................................................... 86 XIII. Integrity of the Company and Its Controlling Shareholders and Actual Controllers ....................... 86 XIV. Significant Related-party Transaction ............................................................................................. 86 XV. Significant Contracts and Execution................................................................................................ 87 XVI. Other Significant Events .................................................................................................................. 96 XVII. Significant Events of the Company’s Subsidiaries .......................................................................... 97 Section VII Changes in Shares and Information about Shareholders ...................................................................... 98 I. Changes in Shares .................................................................................................................................... 98 II. Issuance and Listing of Securities.................................................................................................. 102 III. Particulars about the shareholders and actual controller ................................................................ 103 IV. Information about the implementation of share repurchase during the reporting period ............... 111 Section VIII Information of Preferred Shares........................................................................................................ 113 Section IX Bonds ................................................................................................................................................... 114 I. Enterprise bond (hereinafter referred to as the bond issued by domestic state-owned entity) ............... 114 II. Corporate bond .............................................................................................................................. 114 III. Debt financing instruments of non-financial enterprises ............................................................... 114 IV. Convertible bond ........................................................................................................................... 114 V. The loss within the scope of consolidated statements in the reporting period exceeded 10% of the net 5 Zhejiang Sanhua Intelligent Controls Co., Ltd. 2023 Annual Report assets at the end of the previous year ............................................................................................................. 116 VI. Overdue interest-bearing debts other than bonds by the end of this reporting period ................... 116 VII. Whether there is any violation of rules or regulations during the reporting period ....................... 116 VIII. Main accounting data and financial indicators of the Company in recent two years by the end of the reporting period ............................................................................................................................................. 116 Section X Financial Report .................................................................................................................................... 118 I. Audit report............................................................................................................................................ 118 II. Financial Statements ...................................................................................................................... 122 III. Company profile ............................................................................................................................ 146 IV. Preparation basis of the financial statements ................................................................................. 147 V. Significant accounting policies and estimates ............................................................................... 147 VI. Taxes .............................................................................................................................................. 164 VII. Notes to Items in the Consolidated Financial Statements .............................................................. 166 VIII. Government grants......................................................................................................................... 217 IX. Interest in other entities.................................................................................................................. 218 X. Risks Related to Financial Instruments.......................................................................................... 220 XI. Disclosure of Fair Values .............................................................................................................. 224 XII. Related party relationships and transactions .................................................................................. 224 Items ...................................................................................................................................................................... 228 XIII. Share-based payment ..................................................................................................................... 229 XIV. Commitments and contingencies ................................................................................................... 232 XV. Events after the balance sheet date ................................................................................................ 232 XVI. Other Significant Events ................................................................................................................ 233 XVII. Notes to items of parent Company financial statements ................................................................ 234 XVIII. Supplementary information ........................................................................................................... 244 6 Zhejiang Sanhua Intelligent Controls Co., Ltd. 2023 Annual Report Documents Available for Inspection 1. The 2023 annual report signed by the chairman of the board. 2. The financial report signed and sealed by the Company's legal representative, chief finance officer and person in charge of accounting department. 3. Original audit report with the seal of the accounting firm, signature and seal of the registered accountant 4. Articles of Association 5. Original copy of all the Company's documents and announcements published on the newspapers designated by CSRC within the reporting period. 6. Other documents available for inspection. 7 Zhejiang Sanhua Intelligent Controls Co., Ltd. 2023 Annual Report Definitions Items Refers to Definition The Company, Company Refers to Zhejiang Sanhua Intelligent Controls Co., Ltd. The Articles of Association Refers to Articles of Association for Zhejiang Sanhua Intelligent Controls Co., Ltd. The CSRC Refers to China Securities Regulatory Commission SZSE Refers to Shenzhen Stock Exchange Zhejiang Securities Regulatory Bureau of China Securities Regulatory Zhejiang Securities Regulatory Bureau Refers to Commission General Meeting of Shareholders of Zhejiang Sanhua Intelligent Controls Co., General Meeting of Shareholders Refers to Ltd. Board of Directors Refers to The Board of Directors of Zhejiang Sanhua Intelligent Controls Co., Ltd. Board of Supervisors Refers to The Board of Supervisors of Zhejiang Sanhua Intelligent Controls Co., Ltd. Yuan Refers to RMB 8 Zhejiang Sanhua Intelligent Controls Co., Ltd. 2023 Annual Report Section II Corporate Profile and Key Financial Indicators I. Corporate Information Stock abbreviation Sanhua Intelligent Controls Stock code 002050 Former stock abbreviation (if Sanhua Co., any) Stock Exchange Shenzhen Stock Exchange Name of the Company in 浙江三花智能控制股份有限公司 Chinese Abbr. of the Company name in 三花智控 Chinese Name of the Company in ZHEJIANG SANHUA INTELLIGENT CONTROLS CO., LTD. English (if any) Abbr. of the Company name in SANHUA English (if any) Legal representative Zhang Yabo Registered Address No. 219 Woxi Avenue, Chengtan Street, Xinchang, Shaoxing, Zhejiang Post Code of Registered 312530 Address June 19, 2015, the registered address of the Company was changed from Xialiquan, Qixing Street, Xinchang, Zhejiang to No. 219 Woxi Avenue, Meizhu, Xinchang, Zhejiang; Historical changes of the February 29, 2016, the registered address of the Company was changed from No. 219 Woxi Company's registered address Avenue, Meizhu, Xinchang, Zhejiang to Xialiquan, Qixing Street, Xinchang, Zhejiang. June 2, 2023, the registered address of the Company was changed from Xialiquan, Qixing Street, Xinchang, Zhejiang to No. 219 Woxi Avenue, Chengtan Street, Xinchang, Shaoxing, Zhejiang Office Building in Sanhua Industrial Park Office Address No. 219 Woxi Avenue, Chengtan Street, Xinchang, Shaoxing, Zhejiang Post Code of Office Address 312530 Website http://www.zjshc.com E-mail shc@zjshc.com II. Contacts and Contact Information Board Secretary Securities Affairs Representative Name Hu Kaicheng Wang Yutong Office Building in Sanhua Industrial Park Office Building in Sanhua Industrial Park Address No. 12 Baiyang Street, Qiantang New No. 219 Woxi Avenue, Chengtan Street, District, Hangzhou, Zhejiang Xinchang, Shaoxing, Zhejiang 9 Zhejiang Sanhua Intelligent Controls Co., Ltd. 2023 Annual Report Tel. 0571-28020008 0575-86255360 Fax 0571-28876605 0575-86563888-8288 E-mail shc@zjshc.com shc@zjshc.com III. Information Disclosure and Place of the Report The website of the stock exchange where the Company discloses Shenzhen Stock Exchange:http://www.szse.cn the annual report Media and website designated by the Company for disclosure of Securities Times, Shanghai Securities News the Annual Report CNINFO: http://www.cninfo.com.cn Place where the Annual Report is available for inspection Office of the Board of Directors of the Company IV. Company Registration and Alteration Unified Social Credit Code 913300006096907427 In 2017, the Company completed a major asset reorganization Changes in principle business activities since the Company was and changed main business to Refrigeration A/C Electrical listed (if any) Components business and Automotive Components business. Changes of controlling shareholders of the Company (if any) N/A V. Other Relevant Information Accounting firm engaged by the Company Name of the accounting firm Pan-China Certified Public Accountants LLP. Building B, China Resources Building, 1366 Qianjiang Road, Business address of the accounting firm Shangcheng District, Hangzhou, Zhejiang, China Name of accountants for signature Luo Xunchao, Zhang Xin Sponsor institution engaged by the Company to perform the duties of continuous supervision during the reporting period □ Applicable √ Not applicable Financial advisor engaged by the Company to perform the duties of continuous supervision during the reporting period □ Applicable √ Not applicable VI. Key Accounting Data and Financial Indicators Whether the Company performed a retrospective adjustment or restatement of previous accounting data □Yes √No 10 Zhejiang Sanhua Intelligent Controls Co., Ltd. 2023 Annual Report 2023 2022 YoY Change 2021 Total Revenue (RMB) 24,557,802,066.59 21,347,549,741.00 15.04% 16,020,809,805.52 Net Profit Attributable to Shareholders of the 2,920,992,940.01 2,573,344,179.92 13.51% 1,684,044,407.47 Listed Company (RMB) Net Profit Attributable to Shareholders of the Listed Company after 2,917,029,188.01 2,291,450,453.44 27.30% 1,487,491,274.21 Deducting Non- recurring Gains and Losses (RMB) Net Cash Flow Generated from 3,723,964,354.63 2,509,666,490.56 48.38% 1,555,819,103.29 Operational Activities (RMB) Basic Earnings per 0.81 0.72 12.50% 0.47 Share (RMB/Share) Diluted Earnings per 0.81 0.72 12.50% 0.47 Share (RMB/Share) Weighted Average 19.18% 21.38% -2.20% 15.98% ROE At the End of 2023 At the End of 2022 YoY Change (%) At the End of 2021 Total Assets (RMB) 31,890,584,773.41 27,961,214,156.28 14.05% 23,619,966,759.91 Net Assets Attributable to Shareholders of the 17,894,403,984.79 12,941,310,409.42 38.27% 11,150,308,271.43 Listed Company (RMB) The Company's net profit before and after deducting non-recurring profit and loss in the last three fiscal years, whichever is lower, is negative and the audit report of the last year shows that the Company's ability to continue as a going concern is uncertain □ Yes √ No The lower of the net profit before and after deducting the non-recurring profit and loss is negative □ Yes √ No VII. Differences in Accounting Data between Domestic and Overseas Accounting Standards 1. Difference in the net profits and net assets of disclosed financial report according to the International Financial Reporting Standards and China Accounting Standards □ Applicable √ Not applicable There is no difference. 11 Zhejiang Sanhua Intelligent Controls Co., Ltd. 2023 Annual Report 2. Difference in the net profits and net assets of disclosed financial report according to the Overseas Accounting Standards and China Accounting Standards □ Applicable √ Not applicable There is no difference. VIII. Key Quarterly Financial Indicators Unit: RMB 1st Quarter 2nd Quarter 3rd Quarter 4th Quarter Total revenue 5,678,755,521.90 6,850,165,103.69 6,446,857,573.91 5,582,023,867.09 Net profit attributable to shareholders of the 601,262,668.34 793,498,180.51 764,870,374.92 761,361,716.24 Company Net profit attributable to shareholders of the Company excluding 556,696,354.35 910,693,912.34 755,386,134.37 694,252,786.95 non-recurring gains and losses Net cash flows from 735,871,707.43 982,801,886.18 644,966,480.16 1,360,324,280.86 operating activities Whether there is significant difference between the above individual or aggregate financial indicators and that of what disclosed in the quarterly report, half-year report □ Yes √ No IX. Items and Amounts of Non-recurring Gains and Losses √ Applicable □ Not applicable Unit: RMB Item 2023 2022 2021 Note Profits or losses from disposal of non-current assets (including the -1,157,418.11 445,368,259.89 -7,164,158.61 write-off for the impairment provision of assets) The government subsidies included in the current profits and losses (excluding the government subsidy closely related to 93,921,181.44 91,659,049.88 101,910,018.36 regular course of business of the Company and government subsidy based on standard 12 Zhejiang Sanhua Intelligent Controls Co., Ltd. 2023 Annual Report quota or quantitative continuous application according to the state industrial policy.) In order to avoid the price risk of raw materials and prevent exchange rate risk, the Company and its subsidiaries have carried out derivatives business, including futures derivatives and exchange rate derivatives. In 2023, the futures income was 9.5091 million yuan, and the foreign Gains and losses from exchange loss was changes in fair value 99.384 million yuan. In arising from the 2022, the futures loss holding of financial was 6.4275 million assets and financial yuan, and the foreign liabilities by non- exchange loss was financial enterprises, as 191.8364 million yuan. well as gains and losses -89,874,825.04 -198,263,945.31 123,439,358.54 Meanwhile, the from the disposal of exchange earnings in financial assets and 2023 were 133.5151 financial liabilities, million yuan, and the excluding effective exchange earnings in hedging business 2022 were 228.8434 related to normal million yuan. business operations of According to the the company Explanatory Announcement of Information Disclosure of Listed Companies No. 1 – Non-recurring Gains and Losses, exchange gains and losses are recurring gains and losses, and futures and foreign exchange gains and losses are non- recurring gains and losses. Other non-operating income and 10,206,261.89 -1,251,705.71 -3,359,134.55 expenditures except the items mentioned above Other gains and losses items that fit the definition of non- 1,445,314.58 765,674.33 recurring gains and losses Gains and losses -7,000,000.00 13 Zhejiang Sanhua Intelligent Controls Co., Ltd. 2023 Annual Report arising from contingencies unrelated to the normal operation of the Company's business Less: Impact of income 1,905,361.61 46,164,566.99 17,841,108.54 tax Impact of the minority interests (after 7,226,086.57 3,898,679.86 1,197,516.27 tax) Total 3,963,752.00 281,893,726.48 196,553,133.26 -- Details of other gains and losses items that meet the definition of non-recurring gains and losses: □Applicable √ Not applicable The Company did not have other gain/ loss items that meet the definition of non-recurring gains and losses. The reasons for the non-recurring gains and losses items defined or listed in the Explanatory Announcement No. 1 of Information Disclosure of Listed Companies – Non-recurring Gains and Losses are defined as recurring gains and losses items □Applicable √ Not applicable The Company did not define any non-recurring gains and losses items, defined and listed in the Explanatory Announcement of Information Disclosure of Listed Companies No. 1 – Non-recurring Gains and Losses, as recurring gains and losses items. 14 Zhejiang Sanhua Intelligent Controls Co., Ltd. 2023 Annual Report Section III Management’s Discussion and Analysis of Operations I. Industry situation of the Company during the reporting period The Company shall comply with the disclosure requirements of automobile manufacturing related industries listed in the No.3 Guidelines for Self-discipline Supervision of Public Companies of Shenzhen Stock Exchange - Industry Information Disclosure. 1. Industry development In 2023, despite adverse effects such as overseas economic fluctuations and intensified geopolitical conflicts, the global economy still maintained significant resilience and achieved stable growth. According to the International Monetary Fund, the global economic growth rate in 2023 is 3.2%. The Chinese economy has withstood multiple pressures and overall rebounded, achieving a GDP of 126.1 trillion yuan for the whole year, a year-on-year growth of 5.2%. (1) Refrigeration and air conditioning electrical components industry With the recovery of demand after the epidemic, the stimulation of summer high temperatures, the promotion of guaranteed delivery of buildings, and the gradual relaxation of urban purchase restrictions, the air conditioning market continues to grow. According to Industry Online, the production of household air conditioners in China in 2023 was 168.69 million units, a year-on-year increase of 11.1%; The total annual sales revenue of the central air conditioning market was 142.9 billion yuan, a year-on-year increase of 11.1%. With the global trend of environmental protection and carbon reduction, the proposal of China's "dual carbon" goals, and the improvement of intelligent refrigeration and air conditioning equipment and energy efficiency standards, there is a new demand for the refrigeration and air conditioning electrical components industry around the world, bringing new market space and value increment. As a leader in refrigeration and air conditioning control components, the Company, with years of manufacturing experience, leading market technology, and extensive and deep cooperation with customers, will adapt to market changes, seize opportunities, and develop steadily. (2) Automotive components industry According to EV Tank and the China Association of Automobile Manufacturers, global sales of NEVs reached 14.653 million units in 2023, a year-on-year increase of 35.4%, accounting for 16.1% of global vehicle sales in 2023; Among them, the sales of NEVs in China accounted for 64.8% of global sales, reaching 9.495 million units, a year-on-year increase of 37.9%, and accounting for 31.6% of national vehicle sales in 2023. In recent years, the development of NEVs worldwide has continued to grow rapidly, becoming an unstoppable trend. Riding the global trend of NEVs, the Company's NEV thermal management product market is expanding rapidly. NEVs from different routes have put forward new requirements for automotive thermal management products, which are becoming more technology intensive and capital intensive. The Company has been in the field of automotive thermal management since its early years, with profound technical accumulation and widespread customer recognition. It has entered subsystems and components from automotive thermal management components, and has now become an important partner for customers such as BYD, Volvo, Geely, Valeo, Mahler, Volkswagen, Mercedes Benz, BMW, Toyota, General Motors, Li Auto, NIO, etc. 15 Zhejiang Sanhua Intelligent Controls Co., Ltd. 2023 Annual Report 2. Industry status The Company is the world's largest manufacturer of refrigeration control components and the world's leading manufacturer of automotive thermal management system control components. "Sanhua" refrigeration intelligent control components have become a world-famous brand, and a strategic partner of many automobile enterprises and air-conditioning refrigeration appliance manufacturers in the world. The Company takes improving energy efficiency level of various end products as its responsibility, leading the global transformation of energy-saving and environmental protection products. After more than 30 years of development, the Company has established a leading position in the global market of refrigeration and automotive thermal management. The market share of the Company's Electronic Expansion Valve, Four-way Reversing Valve, Solenoid Valve, Microchannel Heat Exchanger, Automotive Electric Expansion Valve, Thermal Management Integrated Module for new energy vehicle, Omega Pump ranks first globally. The market share of the Company's Service Valve, Automotive Thermal Expansion Valve and Receiver Drier is in the leading position in the world. II. The Principal Business of the Company during the Reporting Period The Company shall comply with the disclosure requirements of automobile manufacturing related industries listed in the No.3 Guidelines for Self-discipline Supervision of Public Companies of Shenzhen Stock Exchange - Industry Information Disclosure. The Company adheres to the "Dedication and Leadership, Innovation and Surpassing" business path, concentrating on the research and application of heat pump technology and thermal management system products. It focuses on the development of environmental thermal management solutions for heat exchange and temperature intelligent control and is dedicated to specialized management in the fields of building HVAC, electrical equipment, and new energy vehicle thermal management. Based on the different stages and characteristics of strategic business and mature business, the Company's business is mainly divided into refrigeration and air conditioning electrical components business and automotive components business. Refrigeration and air conditioning electrical components business is committed to the professional operation of building HVAC and electrical equipment. Its main products include Four-way Reversing Valve, Electronic Expansion Valve, Solenoid Valve, Microchannel Heat Exchanger, Omega Pump, etc., which are widely used in A/C, refrigerator, cold chain logistics, dishwasher and other fields. The automotive components business focuses on in-depth research in the field of automotive thermal management. Its main products include Thermal Expansion Valve, Electric Expansion Valve, Electric Water Pump, and Thermal Management Integrated Module for new energy vehicle, etc., which are widely used in both NEVs and ICVs. During the reporting period, there were no changes in the Company's main business or business model. Manufacturing, production and operation of vehicles during the reporting period □Applicable √ Not applicable Manufacturing, production and operation of vehicle components during the reporting period √Applicable □ Not applicable Production volume Sales volume YoY Change YoY Change 2023 2022 2023 2022 (%) (%) Classified by Components (Unit: million PCs) 16 Zhejiang Sanhua Intelligent Controls Co., Ltd. 2023 Annual Report NEVs thermal management 62.7827 41.2295 52.28% 62.5181 38.3518 63.01% products ICVs thermal management 169.5683 129.0791 31.37% 169.5093 129.1160 31.28% products Classified by Whole Vehicle Package (Unit: million PCs) Classified by After-sales market (Unit: million PCs) Other classifications (Unit: million PCs) Domestic 137.8682 107.4399 28.32% 138.0081 105.4194 30.91% Overseas 94.4828 62.8687 50.29% 94.0193 62.0484 51.53% Explanation on why the related data varied by more than 30% on a YOY basis √ Applicable □ Not applicable This is mainly due to the continuous upsurge of the NEVs market, which drives the rapid growth of the production and sales of NEVs thermal management products. Sale model of vehicle components The Company's customers are mainly domestic and foreign vehicle manufacturers and tier 1 manufacturers. The mainly sale mode is direct sale. Whether the Company carries out auto finance business □Applicable √ Not applicable Whether the Company carries out business related to NEVs √Applicable □ Not applicable Production and operation of NEVs parts Unit: million PCs Product category Production capacity Production volume Sales volume Revenue (RMB) NEVs thermal 72.1960 62.7827 62.5181 8,929,632,402.32 management products III. Core Competitiveness Analysis The Company shall comply with the disclosure requirements of automobile manufacturing related industries listed in the No.3 Guidelines for Self-discipline Supervision of Public Companies of Shenzhen Stock Exchange - Industry Information Disclosure. 1. Clear strategic layout The Company adheres to the "Dedication and Leadership, Innovation and Surpassing” business path, takes the research and application of heat pump technology and thermal management system products as the core, firmly grasps the development theme of energy conservation, environmental protection and intelligent control, upgrades from "mechanical parts development" to "system control technology solution development of electronic control 17 Zhejiang Sanhua Intelligent Controls Co., Ltd. 2023 Annual Report integration". The Company’s products series are expanded from household A/C and refrigerator components to the field of commercial A/C and commercial refrigeration, and extending to the direction of inverter control technology and system integration and upgrading. Meanwhile, after the injection of automotive components business, it gives full play to the synergy effect with the original business, continues to deepen the research and development of new energy vehicle thermal management system components, and actively explores the deeper application of thermal management components and subsystems in the automotive field, so as to provide global customers with competitive environmental intelligent control solutions. 2. Technology leading, customer oriented As a national high-tech enterprise, the Company has always adhered to the technological route of independent development and innovation. For decades, it has focused on the field of intelligent control and vigorously cultivated core technologies with independent intellectual property rights. It has been authorized with 3,792 patents both domestic and abroad, including 1,879 invention patents. The Company has established a comprehensive multi- disciplinary R&D team for product development and technical research, and established a matrix R&D organizational structure. Utilizing the model of product development driven by technological research, we can promote innovation. Meanwhile, a technical expert committee has been established to guide and manage technological development. All products, services and quality of the Company take meeting the needs of customers as the first priority. 3. Quality assurance, scale economy effect The Company's products cover refrigeration A/C electrical components and automotive components industry. The market share of the Company's Electronic Expansion Valve, Four-way Reversing Valve, Solenoid Valve, Microchannel Heat Exchanger, Automotive Electric Expansion Valve, Thermal Management Integrated Module for new energy vehicle, Omega Pump ranks first globally. The market share of Service Valve, Automotive Thermal Expansion Valve and Receiver Drier is in the leading position in the world. The Company has established a complete and strict quality assurance system, achieved ISO9001, IATF16949, QC080000 quality system certification. The Company won the National Quality Award, Zhejiang Quality Award, National Technological Innovation Demonstration Enterprise and won the high comments from JCI, Daikin, Carrier, Midea, Gree, Haier, Toyota, Benz, Volkswagen, Valeo and other well-known enterprises at home and abroad. 4. Advantages of global marketing network and production base Since the 1990s, the Company has focused on expanding the international market, and has established overseas subsidiaries in Japan, South Korea, Singapore, the United States, Mexico, Germany and other places to build a global marketing network. At the same time, it has established overseas production bases in the United States, Poland, Mexico, Vietnam, Thailand, India and other places. And in practice, we have trained a number of management talents who can meet the needs of business development in different countries and regions. IV. Main Business Analysis 1. Overview In 2023, although the world economy remains resilient in exchange rate fluctuations and geopolitical conflicts, China's socio-economic operation has normalized, the country has strengthened macroeconomic regulation, and the economy is moving towards recovery and high-quality development. With the global clean energy revolution and 18 Zhejiang Sanhua Intelligent Controls Co., Ltd. 2023 Annual Report the flourishing development of artificial intelligence, the "new economy" industries such as NEVs, AI, energy storage, as well as constantly iterating heat pumps and commercial refrigeration are flourishing. At the Company level, the refrigeration and air conditioning electrical components business has been stimulated by consumer recovery and summer high temperatures, resulting in a steady increase in domestic and international market share and steady growth in performance. With the continuous penetration and prosperity of NEVs, the automotive components business continues to upgrade its products. The customer distribution continues to expand, global orders continue to be released, achieving a rapid increase in revenue. During the reporting period, the total revenue is RMB 24.558 billion, a year-on-year increase of 15.04%; the net profit is RMB 3.553 billion, a year-on-year increase of 15.85%; the net profit attributable to shareholders of the listed Company is RMB 2.921 billion, a year-on-year increase of 13.51%. The revenue of refrigeration and air conditioning electrical components business is RMB 14.644 billion, a year-on-year increase of 5.86%; the revenue of automotive components business is RMB 9.914 billion, a year-on-year increase of 31.94%. 1. Strive for excellence and continuously update and expand business layout (1) Refrigeration and air conditioning electrical components business In 2023, while maintaining its original dominant product market share, the Company is committed to increasing the market share of high margin products and new generation products, and exploring new areas of high potential product business opportunities. In terms of customer expansion, the Company promotes deepening cooperation with strategic customers and promotes mature products to new customers. In terms of technological research and development, the Company closely follows the market pulse and evolves synchronously, effectively reducing costs while improving performance. In terms of patent layout, in addition to patent application and authorization, patent protection is used to consolidate intellectual property barriers and provide support for product innovation. In terms of operational management, the Company promotes activities such as self-developed key manufacturing equipment, lean production, and digital transformation to improve production efficiency while reducing manufacturing costs. In addition, in the process of globalization, we will continue to increase the layout of global manufacturing and research and development in factories in Vietnam, Mexico, and Thailand, as well as the construction of talent teams. (2) Automotive components business The competition in the NEVs market has been intensifying year by year. In terms of customer expansion, the Company is based on the benchmark customer demonstration effect, guided by customer needs, and continuously rising to a new stage in new projects and business opportunities. In terms of technological research and development, significant achievements have been made in continuously improving product strength through technological innovation, especially in the design and promotion of intelligent, standardized, and modular integrated components, the development of a new generation of electronic expansion valves for vehicles, and the upgrading of pump products. In terms of operational management, improve and connect the entire process planning chain, create resilient supply chain management, and build a global operational database to enhance the level of informatization. In terms of global layout, we will continue to carry out the construction and new production capacity layout of factories in Mexico, Poland, Zhongshan, Shenyang, and Shaoxing Binhai in China, to implement a global supply map. (3) Strategic emerging businesses The development of artificial intelligence has just begun, and the biomimetic robots industry is changing rapidly, which is expected to become a revolutionary industry after computers, smartphones, and NEVs. It has great 19 Zhejiang Sanhua Intelligent Controls Co., Ltd. 2023 Annual Report development potential and broad application prospects, making it a new track for future industries. In the field of biomimetic robots, the Company focuses on electromechanical actuators and fully cooperates with customers for product research and development, trial production, and iteration. The expectation for the growth of energy storage demand is clear. The Company closely tracks the development trend of energy storage system technology, synchronously promotes the expansion of market opportunities for application components in the energy storage field, as well as the development of energy storage thermal management units, forming a relatively complete series of unit products, which are listed as supporting products for top customers, laying the foundation for the subsequent development of products with technological advantages. 2. Proposed issuance of Global Depositary Receipts (GDRs) and listing on the Swiss Stock Exchange In order to further promote the globalization strategy, the Company continue to promote the GDR project. The raised funds are intended to expand the Company's global business layout, strengthen the production and manufacturing of refrigeration control components, new energy thermal management and robot electromechanical actuator businesses, improve the Company's R&D investment and technological innovation, and enhance the Company's intelligent manufacturing, digitization, and informatization level. 3. Value service, shareholder returns, and improve corporate governance system During the reporting period, in order to safeguard the interests of shareholders and enhance the confidence of investors, the Company carried out share repurchase plan with its own funds to protect the long-term interests of the Company and small and medium-sized shareholders. Meanwhile, the Company strengthened and improved the construction of internal control system, standardized the operation of the three committees, improved the Company's information disclosure, investor relations management and other aspects. And ensured smooth communication between investors and listed company through various methods such as interactive platform, answering investor call, on-site reception. 4. Assist in carbon neutrality and strive to establish a clean and low-carbon energy system In terms of carbon reduction and emission reduction, the Company has accelerated the application of photovoltaic and energy storage in the industry park. The energy utilization efficiency of the Company's smart microgrid project has achieved multi energy complementarity and has been included in the Zhejiang Province 2023 New Power System Pilot Project Plan. In July 2023, the Company published CDP report again, and in 2024, it disclosed the first Environmental, Social, and Governance (ESG) report. 2. Revenue and Costs (1) Revenue structure Unit: RMB 2023 2022 YoY Change (%) Proportion to Proportion to Amount Amount revenue revenue Revenue 24,557,802,066.59 100.00% 21,347,549,741.00 100.00% 15.04% 20 Zhejiang Sanhua Intelligent Controls Co., Ltd. 2023 Annual Report Classified by Industry General Equipment 24,557,802,066.59 100.00% 21,347,549,741.00 100.00% 15.04% Manufacturing Industry Classified by Products Refrigeration A/C Electrical 14,644,135,166.57 59.63% 13,833,786,079.86 64.80% 5.86% Components Automotive 9,913,666,900.02 40.37% 7,513,763,661.14 35.20% 31.94% Components Classified by Region Domestic 13,403,443,275.68 54.58% 11,415,857,116.85 53.48% 17.41% Overseas 11,154,358,790.91 45.42% 9,931,692,624.15 46.52% 12.31% Classified by Sales Model Direct Sale 24,557,802,066.59 100.00% 21,347,549,741.00 100.00% 15.04% (2) Industries, products, regions or sale models accounting for more than 10% of the Company’s revenue or operating profit √ Applicable □ Not applicable Unit: RMB YoY Change YoY Change YoY Change Revenue Operating cost Gross margin (%) of (%) of gross (%) of revenue operating cost margin Classified by Industry General Equipment 24,557,802,066 17,708,120,277 27.89% 15.04% 12.21% 1.81% Manufacturing .59 .33 Industry Classified by Products Refrigeration A/C Electrical 14,644,135,166 10,514,157,902 28.20% 5.86% 2.93% 2.04% Components .57 .87 Business Automotive 9,913,666,900. 7,193,962,374. Components 27.43% 31.94% 29.24% 1.51% 02 46 Business Classified by Region 13,403,443,275 9,874,767,081. Domestic 26.33% 17.41% 13.93% 2.26% .68 31 21 Zhejiang Sanhua Intelligent Controls Co., Ltd. 2023 Annual Report 11,154,358,790 7,833,353,196. Overseas 29.77% 12.31% 10.12% 1.39% .91 02 Classified by Sales Model 24,557,802,066 17,708,120,277 Direct Sale 27.89% 15.04% 12.21% 1.81% .59 .33 When the statistical caliber of the Company's major business data is adjusted during the reporting period, the Company's major business data would be adjusted according to the end of the reporting period in the most recent period. □ Applicable √ Not applicable (3) Whether revenue from physical products sales greater than revenue from providing services √ Yes □ No Industry Item Unit 2023 2022 YoY Change (%) Sales Yuan 24,557,802,066.59 21,347,549,741.00 15.04% General Equipment Production Yuan 24,661,487,925.77 21,887,981,655.33 12.67% Manufacturing Industry Inventory Yuan 4,715,009,128.74 4,462,520,693.06 5.66% Explanation on why the related data varied by more than 30% on a YOY basis □ Applicable √ Not applicable (4) Fulfillment of signed significant sales and procurement contracts by the end of reporting period □ Applicable √ Not applicable (5) Operating cost structure Classification based on industry and products Unit: RMB 2023 2022 YoY Change Industry Item Proportion to Proportion to (%) Amount Amount operating cost operating cost General Equipment 13,115,131,671 11,758,388,129 Material 74.06% 74.51% 11.54% Manufacturing .51 .77 Industry General Equipment 2,523,256,970. 2,219,139,967. Labor 14.25% 14.06% 13.70% Manufacturing 91 42 Industry General Equipment Depreciation 516,350,365.38 2.92% 397,865,980.52 2.52% 29.78% Manufacturing 22 Zhejiang Sanhua Intelligent Controls Co., Ltd. 2023 Annual Report Industry General Equipment Freight 573,973,563.84 3.24% 545,402,421.45 3.46% 5.24% Manufacturing Industry General Equipment Energy Source 522,992,506.07 2.95% 445,206,543.55 2.82% 17.47% Manufacturing Industry General Equipment Other 456,415,199.62 2.58% 415,096,138.59 2.63% 9.95% Manufacturing Industry Unit: RMB 2023 2022 YoY Change Product Item Proportion to Proportion to (%) Amount Amount operating cost operating cost Refrigeration 7,743,350,881. 7,547,972,672. A/C Electrical Material 43.73% 47.83% 2.59% 56 72 Components Refrigeration 1,625,493,308. 1,562,744,130. A/C Electrical Labor 9.18% 9.90% 4.02% 75 39 Components Refrigeration A/C Electrical Depreciation 293,400,820.12 1.66% 256,801,359.03 1.63% 14.25% Components Refrigeration A/C Electrical Freight 372,451,870.84 2.10% 367,797,612.73 2.33% 1.27% Components Refrigeration A/C Electrical Energy Source 250,366,298.39 1.41% 242,566,647.87 1.54% 3.22% Components Refrigeration A/C Electrical Other 229,094,723.21 1.29% 236,686,252.75 1.50% -3.21% Components Automotive 5,371,780,789. 4,210,415,457. Material 30.34% 26.68% 27.58% Components 95 05 Automotive Labor 897,763,662.16 5.07% 656,395,837.03 4.16% 36.77% Components Automotive Depreciation 222,949,545.26 1.26% 141,064,621.49 0.89% 58.05% Components Automotive Freight 201,521,693.00 1.14% 177,604,808.72 1.13% 13.47% Components Automotive Energy Source 272,626,207.68 1.54% 202,639,895.68 1.28% 34.54% Components Automotive Other 227,320,476.41 1.28% 178,409,885.84 1.13% 27.41% Components 23 Zhejiang Sanhua Intelligent Controls Co., Ltd. 2023 Annual Report (6) Changes in consolidation scope during the reporting period √Yes □ No 1. Increase in consolidation scope Proportion of Equity acquisition Date of equity Capital Name capital method acquisition contribution contribution Guangdong Sanhua New Energy Vehicle Parts Co., Investment and 2023-02-17 183,712,500.00 100% Ltd. establishment Investment and Shenyang Sanhua New Energy Vehicle Parts Co., Ltd. establishment 2023-03-08 17,000,000.00 100% Investment and Hangzhou Sanhua Intelligent Equipment Co., Ltd. establishment 2023-01-03 24,000,000.00 100% SANHUA SINGAPORE AUTOMOTIVE Investment and establishment 2023-11-20 0.00 100% INVESTMENT PTE LTD. Investment and Minth Sanhua Auto Parts Poland Sp. Zoo. establishment 2023-01-24 5000 PLN 100% Investment and LEADERWAY COAHUILA, S.DE R.L.DE C.V. establishment 2023-10-01 10,000 MXN 100% Investment and 100 million SANHUA INDUSTRY (THAILAND) CO., LTD. establishment 2023-01-31 100% THB 2. Reduction in consolidation scope Net profit from Equity disposal Date of equity Net assets on the beginning of Name method disposal disposal date the period to the date of disposal Liquidation and Suzhou Xinzhi Automotive Parts Co., Ltd 2023-01-13 0.00 1,631.39 cancellation (7) Significant change or adjustment of the Company’s business, products or services during the reporting period: □ Applicable √ Not applicable (8) Major customers and suppliers: Major customers of the Company Total sales to top five customers (RMB) 8,719,088,090.35 Total sales to top five customers as a percentage of the total sales 35.51% for the year (%) Total sales to the related parties in top five customers as a 0.00% percentage of the total sales of the year (%) Information on top five customers Percentage of total sales for No. Name of Customer Sales Amount (RMB) the year 24 Zhejiang Sanhua Intelligent Controls Co., Ltd. 2023 Annual Report 1 First 3,582,715,408.45 14.59% 2 Second 2,134,361,702.41 8.69% 3 Third 1,128,597,176.25 4.60% 4 Fourth 1,071,372,376.82 4.36% 5 Fifth 802,041,426.42 3.27% Total -- 8,719,088,090.35 35.51% Other information of major customers □Applicable√ Not applicable Major suppliers of the Company Total purchases from top five suppliers (RMB) 1,962,058,942.79 Total purchases from top five suppliers as a percentage of the 14.32% total purchases for the year (%) Total purchases from the related parties in the top five suppliers 0.00% as a percentage of the total purchases for the year (%) Information on top five suppliers of the Company Percentage of total purchase No. Name of Supplier Purchase Amount (RMB) for the year 1 First 533,687,665.53 3.90% 2 Second 377,102,189.23 2.75% 3 Third 367,116,178.07 2.68% 4 Fourth 353,794,929.29 2.58% 5 Fifth 330,357,980.67 2.41% Total -- 1,962,058,942.79 14.32% Other information of major suppliers □ Applicable √ Not applicable 3. Expenses Unit: RMB Note of significant 2023 2022 YoY Change (%) change Mainly due to an increase in employee Sales expenses 663,304,325.04 512,599,257.66 29.40% salaries, market maintenance expenses, 25 Zhejiang Sanhua Intelligent Controls Co., Ltd. 2023 Annual Report travel expenses, etc. Mainly due to the increase in employee Administrative salaries, office 1,476,334,172.35 1,266,974,971.99 16.52% expenses expenses, intermediary service fees, business reception expense, etc. Mainly due to a Financial expenses -72,751,380.29 -177,540,645.27 59.02% decrease in exchange earnings Mainly due to an R&D expenses 1,096,834,224.41 988,954,495.90 10.91% increase in personnel, direct investment, etc. 4. R&D Investment √Applicable □Not applicable Expected impact on the Name of main R&D Objectives to be Project purpose Progress of the project future development of projects achieved the Company Develop a new To improve product Fourth Generation generation product To enhance product competitiveness, meet Electronic Expansion with low cost, low Done competitiveness in cost customer needs and Valve Development noise and high and performance gain greater market performance share To improve the Develop lightweight competitiveness of the To gain greater market Electric Refrigerant and miniaturized refrigerant valve share and support the Column Valve refrigerant valve On going product by the plug-in product platform Development products with plug-in structure design, strategy type support the heat pump modules strategy To enhance Develop low-cost, To gain greater market M Platform Standard competitiveness of lightweight and share and support the Electric Water Pump On going medium-power EWPs, miniaturized medium- product platform Development and support the product power EWP strategy platform strategy To improve product Develop a new competitiveness in cost To improve product Third Generation generation product and performance; Form competitiveness and On going Chiller Development with low cost or high standardized products gain greater market performance and support the heat share pump modules strategy To enhance competitiveness of Develop low-cost, To gain greater market L Platform Electric high-power EWPs, lightweight and share and support the Water Pump On going build solid foundation miniaturized high- product platform Development and technical reserve, power EWP strategy and support the product platform strategy Development of SPB Developing new Realize the Developing the market (A) type shielded water products for the field of On going characteristics of for heat pump pump heat pump heating product efficiency, heating,Realizing 26 Zhejiang Sanhua Intelligent Controls Co., Ltd. 2023 Annual Report energy conservation, new business growth silence, high stability, points and high cost- effectiveness Realize product Developing a new iteration and Enhance product Development of C-type generation of low-cost, upgrading,Enhancing On going competitiveness, globe valve high-performance the competitiveness of Expand market share products refrigeration and air conditioning products Meeting customer Omega-mini integrated Developing Enhance product needs for heating pump miniaturized integrated Done competitiveness and miniaturization and development heating pump products expand market share high quality Increasing the market competitiveness of Continuously thermal expansion Development of N increasing the market Iterative updating of valves, lays a solid series thermal Done competitiveness of RFGF series foundation for expansion valve thermal expansion achieving market share valve products exceeding 50% in the future. Developing brand-new composite sensor integrating temperature Leading sensor Developing new and pressure,expanding Development of PT products moving generation vehicle- On going the application field of transmitter forwards to automotive used sensor commercial field. products,assisting the rapid development of commercial business. Expanding company Development of Assisting the business products lines, lays a Developing products in industrial shut-off On going expanding in industrial solid foundation for industrial freezing field valve freezing field. entering the industrial refrigeration field. For the fast-growing Expand the application heat pump market, Expand the application Inserted fin MCHE range of must have a solution of MCHE exchangers Ongoing Development products,enhanced the for microchannel heat in heat pumps power of product pumps, creating a new market growth Developing a direct- Research and expansion (DX) cooled Improving energy Creating popular development of direct- system for thermal On going efficiency and reducing products to enhance expansion (DX) cooled management of energy costs product strength system storage systems To Explore the most valuable component in Developing actuators Realize the Linear and the AI Robot market Development of for humanoid robot On going rotary functions of and provide new high Actuator joints humanoid robot joints. value-added growth points for the company in the next 5-10 years. R&D personnel of the Company 27 Zhejiang Sanhua Intelligent Controls Co., Ltd. 2023 Annual Report 2023 2022 Change proportion Number of R&D personnel 3,241 2,243 44.49% (person) Proportion of R&D personnel 18.28% 15.09% 3.19% Academic structure of R&D personnel Master degree and above 510 332 53.61% Bachelor degree 1,929 1,358 42.05% Junior college and below 802 553 45.03% Age composition of R&D personnel Under the age of 30 1,582 981 61.26% Age between 30 and 40 1,191 895 33.07% Over the age of 40 468 367 27.52% R&D investment of the Company 2023 2022 YoY Change (%) Amount of R&D expenses 1,096,834,224.41 988,954,495.90 10.91% (RMB) R&D investment as a 4.47% 4.63% -0.16% percentage of revenue Capitalized R&D expenses 0.00 0.00 0.00% (RMB) Capitalized R&D expenses as a percentage of R&D 0.00% 0.00% 0.00% expenses Reasons and effects of major changes in the composition of R&D personnel □ Applicable √ Not applicable Reason of significant change of total R&D expenses as a percentage of total revenue compared to last year □ Applicable √ Not applicable Reason and explanation of its reasonableness of significant change of the capitalized R&D expenses □ Applicable √ Not applicable 5. Cash flow Unit: RMB Items 2023 2022 YoY Change (%) Subtotal of cash inflows from 25,391,076,341.93 21,770,343,585.78 16.63% operating activities 28 Zhejiang Sanhua Intelligent Controls Co., Ltd. 2023 Annual Report Subtotal of cash outflows 21,667,111,987.30 19,260,677,095.22 12.49% from operating activities Net cash flows from operating 3,723,964,354.63 2,509,666,490.56 48.38% activities Subtotal of cash inflows from 1,695,486,300.46 383,808,450.48 341.75% investing activities Subtotal of cash outflows 2,904,766,053.95 3,055,122,290.58 -4.92% from investing activities Net cash flows from investing -1,209,279,753.49 -2,671,313,840.10 54.73% activities Subtotal of cash inflows from 1,606,752,389.73 3,274,929,447.10 -50.94% financing activities Subtotal of cash outflows 2,698,602,678.24 3,871,803,752.46 -30.30% from financing activities Net cash flows from financing -1,091,850,288.51 -596,874,305.36 -82.93% activities Net increase in cash and cash 1,574,626,897.07 -639,673,623.32 346.16% equivalents Explanation of why the related data varied significantly on a YoY basis √ Applicable □ Not applicable 1. Net cash flow from operating activities increased: mainly due to an increase in cash received from selling goods and providing services. 2. Net cash flow from investment activities increased: mainly due to the increase in the redemption of large certificates of deposit in the current period. 3. Net cash flow from financing activities decreased: mainly due to granting restricted stocks to employees in the previous period, resulting in a decrease in cash received from investment absorption in the current period. Explanation of reasons leading to the material difference between cash flow from operating activities during the reporting period and net profit for the year □ Applicable √ Not applicable V. Non-core Business Analysis √Applicable □Not applicable Unit: RMB Amount Proportion to net profit Note of Change Sustainability Settlement gains and losses of exchange rate derivatives, settlement Investment Income -131,453,928.62 -3.70% No gains and losses of futures derivative, discounted bill, etc. Settlement gains and losses of exchange rate Gains and Losses from derivatives, settlement 48,123,522.34 1.35% No Change of Fair Value gains and losses of futures derivatives, floating gains and 29 Zhejiang Sanhua Intelligent Controls Co., Ltd. 2023 Annual Report losses of bank wealth management products, etc. Payment cancellation, compensation and Non-operating 14,932,933.39 0.42% penalty gains, gains No Revenue from retirement of fixed assets, etc. Loss from retirement of fixed assets, Non-operating compensation and 14,625,298.02 0.41% No Expenditures breach of contract expenses, donation expenses, etc. Credit Impairment -51,477,741.58 -1.45% Bad debt losses No Loss Inventory impairment loss, fixed asset Assets Impairment -55,376,891.25 -1.56% impairment loss, No Loss goodwill impairment loss, etc. Gains on Disposal of Income from disposal 8,741,208.41 0.25% No Properties of fixed assets The value-added tax Government subsidies, refund for civil welfare value-added tax enterprises, tax refund refunds for civil for software product welfare enterprises, value-added Other Gains 188,255,263.06 5.30% refunds for software overpayment, and product value-added value-added tax tax overpayment, deduction are value-added tax sustainable, while the deductions, etc. rest are not sustainable VI. Analysis of Assets and Liabilities 1. Material changes of assets Unit: RMB December 31st 2023 January 1st 2023 Note of YoY Change significant Percentage of Percentage of (%) Amount Amount change total assets total assets Cash and Bank 6,584,684,683. 5,878,243,652. 20.65% 21.02% -0.37% Balances 93 55 Account 5,773,991,481. 5,228,117,225. 18.11% 18.70% -0.59% Receivable 22 57 Contract assets 0.00% 0.00% 0.00% 4,600,729,378. 4,334,875,287. Inventories 14.43% 15.50% -1.07% 19 86 Investment 8,165,805.31 0.03% 8,204,266.97 0.03% 0.00% property 30 Zhejiang Sanhua Intelligent Controls Co., Ltd. 2023 Annual Report Long-term Equity 37,924,431.29 0.12% 32,438,204.13 0.12% 0.00% Investment 7,730,363,778. 6,374,896,070. Fixed Assets 24.24% 22.80% 1.44% 82 41 Construction in 2,036,326,757. 1,032,505,633. 6.39% 3.69% 2.70% Progress 72 51 Assets with 313,254,745.53 0.98% 284,277,365.32 1.02% -0.04% right of use Short-term 1,212,150,378. 1,294,083,319. 3.80% 4.63% -0.83% borrowings 85 58 Contractual 51,788,802.03 0.16% 57,955,080.60 0.21% -0.05% liabilities Long-term 1,030,801,111. 1,801,574,166. 3.23% 6.44% -3.21% borrowings 13 67 Lease liabilities 221,295,481.86 0.69% 202,028,482.09 0.72% -0.03% 2,476,839,413. 2,203,948,983. Note receivable 7.77% 7.88% -0.11% 89 83 3,416,711,594. 2,580,274,767. Note payable 10.71% 9.23% 1.48% 64 64 Account 4,449,940,359. 3,884,603,370. 13.95% 13.89% 0.06% payable 81 16 Mainly the Non-current portion of non- 1,440,093,253. liabilities due 4.52% 568,126,341.67 2.03% 2.49% current 93 within one year liabilities due within one year Mainly due to early conversion and 2,776,763,361. Bonds payable 0.00% 9.93% -9.93% redemption of 83 convertible bonds in current period Whether the proportion of overseas assets is relatively high √Applicable □Not applicable The Control proportion Whether measures to of overseas there is Content of Cause of Operation Asset scale Location ensure Earnings assets to significant assets formation mode asset the impairment security company's risk net assets Research Financial SANHUA and supervision INTERNA developme , TIONAL, Equity 3,664,462,7 United nt, 760,912,44 commissio No INC. investment 10.84 States manufactur 2.45 ned (Consolidat ing, sales, external ed) and audit investment 31 Zhejiang Sanhua Intelligent Controls Co., Ltd. 2023 Annual Report manageme nt Sanhua Financial Manufactur Internation supervision ing, sales, al , Equity 5,932,183,2 and Singapore Singapore commissio 57,990,422. No investment 66.09 investment PTE. Ltd. ned 65 manageme (Consolidat external nt ed) audit 2. Assets and liabilities measured at fair value √ Applicable □ Not applicable Unit: RMB Profit and Cumulative loss of fair Impairment changes in Current Current Opening value accrued in Other Closing Items fair value purchase sale balance change in the current changes balance included in amount amount the current period equity period Financial Assets 1.Held-for- trading financial assets 100,025,98 100,000,00 -25,980.08 (Excluding 0.08 0.00 derivative financial assets) 2.Derivativ 8,938,874.0 13,697,238. 22,636,112. e financial 5 63 68 assets Subtotal of 108,964,85 13,671,258. 100,000,00 22,636,112. financial 4.13 55 0.00 68 assets 108,964,85 13,671,258. 100,000,00 22,636,112. Total 4.13 55 0.00 68 - Financial 48,671,373. 14,219,110. 34,452,263. liabilities 81 02 79 Whether there were any material changes on the measurement attributes of major assets of the Company during the reporting period: □ Yes √ No 3. Assets right restrictions as of the end of reporting period Types of Items Closing book balance Closing Book value Restriction reason restrictions Cash and Bank 76,476,700.95 76,476,700.95 pledge Margin deposited Balances 32 Zhejiang Sanhua Intelligent Controls Co., Ltd. 2023 Annual Report Types of Items Closing book balance Closing Book value Restriction reason restrictions Cash and Bank 281,570,379.73 281,570,379.73 pledge Pledge for financing Balances Note Receivable 2,214,363,880.38 2,208,446,869.75 pledge Pledge for financing Electronic debt vouchers that have been transferred for Accounts 66,621,446.85 63,290,374.51 pledge payment or factoring receivable financing but have not yet matured Total 2,639,032,407.91 2,629,784,324.94 -- -- VII. Analysis of Investment 1. Overview √Applicable □ Not applicable Investment during the Reporting Period Investment over the Corresponding YoY Change (%) (RMB) Period of Last Year (RMB) 1,297,612,083.54 1,068,188,900.00 21.48% 2. Significant equity investment during the reporting period □Applicable √Not applicable 3. Significant non-equity investment during the reporting period □Applicable √Not applicable 4. Financial asset investment (1) Securities Investments □ Applicable √ Not applicable No such case in the reporting period. (2) Derivatives Investments √Applicable □ Not applicable 1) Derivative investments for hedging purposes during the reporting period √Applicable □ Not applicable Unit: RMB in 10 thousand 33 Zhejiang Sanhua Intelligent Controls Co., Ltd. 2023 Annual Report Ratio of ending Gains and investment Accumulat losses from Purchase Sales amount to ed fair Types of Initial changes in amount amount the Beginning value Closing derivative investment fair value during the during the company's balance changes balance investments amount in the reporting reporting net assets recognized current period period at the end in equity period of the reporting period Futures instruments, foreign exchange instruments, etc. Source of funding for Own funds derivative investment Risk analysis and control measures (including but not limited to, market risk, In order to avoid the price risk of raw materials and exchange rate risk, the Company and its subsidiaries have liquidity carried out derivative business, including futures contracts and foreign exchange forward contracts. The Company risk, credit and its subsidiaries strictly comply with the relevant provisions listed in the Management Measures for Future risk, Hedging Business and Management Measures for Foreign Exchange Hedging Business. operational risk, legal risk, etc.) of holding derivatives during the reporting period Litigation (if N/A applicable) Special opinions of independent directors on derivatives N/A investment and risk control of the Company 34 Zhejiang Sanhua Intelligent Controls Co., Ltd. 2023 Annual Report 2) Derivative investments for speculative purposes during the reporting period □Applicable √ Not applicable No such case in the reporting period. 5. Usage of raised funds √Applicable □ Not applicable (1). Overall usage of raised fund √Applicable □Not applicable Unit: RMB in 10 thousand Proport ion of Total accumu amount lated of Accum Total amount Accum raised ulated amount of Raised ulated funds amount Total Total Net of raised Raised funds amount with of amount amount amount raised funds funds has not of use raised of Year Method of of funds with has not been raised alterati funds unused raised raised investe use been used for funds on with raised funds funds d in the alterati used two investe during use funds report on to years d the alterati period the total reportin on amount g of period raised funds Deposit ed in the special account for raised Public 298,753 45,894. 218,675 85,200. funds 2021 300,000 offering .1 38 .73 45 and the subscri ption of large amount certific ates of deposit. 298,753 45,894. 218,675 85,200. Total -- 300,000 -- 0 .1 38 .73 45 Description of Overall Usage of Raised Funds 1. The actual amount of raised fund and date of transfer in In June 2021, with the approval of China Securities Regulatory Commission (CSRC) [2021] No. 168, the Company publicly issued 30 million pieces of convertible corporate bonds (Sanhua convertible bond) with a par value of RMB 100, issued at face 35 Zhejiang Sanhua Intelligent Controls Co., Ltd. 2023 Annual Report value, raising RMB 3 billion in total. The net amount of raised funds after deducting the issuance expenses of 12,468,991.59 yuan is 2,987,531,008.41 yuan. The above-mentioned receipt of raised funds has been verified by Tianjian accounting firm, who issued the Capital Verification Report (TJY [2021] No. 277). Since Zhejiang Sanhua Commercial Refrigeration Co., Ltd. (affiliated wholly-owned subsidiary, hereinafter referred to as "Sanhua Commercial Refrigeration") is one of the implementation subjects, the Company has allocated 1.487 billion yuan of the raised funds to Sanhua Commercial Refrigeration in the form of capital increase. 2. Usage and balance of raised funds (Unit: RMB in 10 thousand) Items Index Amount Net amount of funds raised in the current period A 298,753.10 Project investment B1 Accumulated amount as of the 172,781.35 beginning of the period Net income from raised funds B2 2,979.99 Project investment C1 Amount incurred in this 45,894.38 reporting period Net income from raised funds C2 2,143.09 Project investment D1=B1+C1 Accumulated amount by the 218,675.73 end of the period Net income from raised funds D2=B2+C2 5,123.08 Calculated balance of raised funds E=A-D1+D2 85,200.45 Actual balance of raised funds F 85,200.45 Difference G=E-F 0.00 (2). Statement of Committed Investment Projects of Raised Funds √Applicable □Not applicable Unit: RMB in 10 thousand Investme Total nt Whether Whether Accumul committe Total progress Date of Benefits Whether feasibility project Investme ative Committed investment d investme at the end asset achieved expected of project has been nt in the investme projects and allocation investme nt after of the ready for in the benefits has (or current nt at the of over-raised funds nt of alteration period intended current have been changed partially) year end of the raised (1) (%) use year achieved significan altered period (2) funds (3) = (2)/ tly (1) Committed investment projects Construction project of commercial refrigeration and air 109,328.1 May 31, conditioning intelligent No 148,700 148,700 30,974.36 73.52% N/A No 5 2025 control components with an annual output of 65 million sets Technical transformation project August of high-efficiency and No 69,800 69,800 14,919.55 28,074.18 40.22% N/A No 31, 2024 energy-saving refrigeration and air 36 Zhejiang Sanhua Intelligent Controls Co., Ltd. 2023 Annual Report conditioning control components with an annual output of 50.5 million sets Supplementary of No 81,500 81,500 0.47 81,273.40 99.72% N/A No working capital Subtotal of committed 218,675.7 -- 300,000 300,000 45,894.38 -- -- -- -- investment projects 3 Investment of over raised funds N/A 218,675.7 Total -- 300,000 300,000 45,894.38 -- -- -- -- 3 Funds raised in 2021: The funds raised in 2021 are planned to be used for 3 projects, namely, “Construction project of commercial refrigeration and air conditioning intelligent control components with an annual output of 65 million sets”, “Technical transformation project of high-efficiency and energy-saving refrigeration and air conditioning control components with an annual output of 50.5 million sets” and “Supplementary of working capital”. “Technical transformation project of high-efficiency and energy-saving refrigeration and air conditioning control components with an annual output of 50.5 million sets” is a technical transformation and upgrading Circumstances and project, directly implemented by the Company and included in integrated management and centralized reasons for not accounting. The actual benefits of this fundraising project are not expected to be accounted separately. This reaching the planned project adopts independently developed production processes and technologies, introduces international progress or expected advanced equipment, such as valve seat processing machines and core iron processing machines, and income (by specific purchases domestically advanced production and testing equipment, such as fully automatic assembly project) machines, comprehensive testing benches, automatic helium testing equipment, insulation and voltage testers, forming an annual production capacity of 50.5 million sets of efficient and energy-saving refrigeration and air conditioning control components. It is expected to have a positive impact on the Company's future performance improvement in efficient and energy-saving refrigeration control components business. “Supplementary of working capital” does not directly generate economic benefits and cannot be used as an independent economic analysis object. The expected benefits have not been measured, and the actual benefits cannot be accounted separately. Significant changes in the feasibility of N/A projects Amount, usage and use progress of over-raised N/A Funds Change in implementation location of investment N/A projects of Raised Funds Adjustment to implementation method of investment N/A projects of Raised Funds Advance investment Applicable and replacement with raised funds In 2021, the Company replaced the initial investment amount of 179.3857 million yuan with raised funds. Temporary supplement of working capital with N/A idle raised funds 37 Zhejiang Sanhua Intelligent Controls Co., Ltd. 2023 Annual Report The amount and reasons of the balance N/A of raised funds in the project implementation Applications of unused Deposited in the special account for raised funds and the subscription of large amount certificates of deposit. raised funds Problems or other situations in the use N/A and disclosure of raised funds (3). Statement of Altered Investment Projects of Raised Funds □ Applicable √ Not applicable There were no changes in raised funds during the reporting period. VIII. Disposal of Significant Assets and Equity 1. Disposal of significant assets □ Applicable √ Not applicable During the reporting period, there was no disposal of significant assets 2. Disposal of significant equity □ Applicable √ Not applicable IX. Analysis of Major Subsidiaries and Investees √ Applicable □ Not applicable Information about major subsidiaries, and investees that contribute above 10% of the Company’s net Profit Unit:RMB Company Company Principal Registered Operating Total assets Net assets Revenue Net profit name type business capital profit Zhejiang Automotiv Sanhua e Automotiv component e 11,905,085, 6,270,801,3 9,913,666,9 1,758,553,6 1,543,523,5 Subsidiary s 2.16 billion Component 104.97 68.70 00.02 34.66 71.49 manufactur s Co., Ltd. ing and (Consolidat marketing ed) Zhejiang Refrigerati Sanhua on and A/C Commercia electrical l component 1,655.29 3,623,528,7 2,099,228,8 2,207,861,6 470,803,38 413,684,06 Subsidiary Refrigerati s million 07.46 55.93 26.88 9.54 1.57 on Co., Ltd. manufactur (Consolidat ing and ed) marketing 38 Zhejiang Sanhua Intelligent Controls Co., Ltd. 2023 Annual Report Sanhua Refrigerati (Hangzhou on and A/C ) Micro electrical Channel component 2,233,616,4 1,284,299,6 1,982,577,0 200,553,78 163,632,91 Heat Subsidiary 360 million s 49.51 02.17 21.15 5.67 9.11 Exchanger manufactur Co., Ltd. ing and (Consolidat marketing ed) Refrigerati Zhejiang on and A/C Sanhua 6,390,990,0 171,329,04 5,422,333,0 24,819,305. 16,013,738. Subsidiary electrical 50 million Trading 69.82 0.90 09.14 75 24 component Co., Ltd. s marketing Refrigerati on and A/C electrical Sanhua component Internation s al Ltd. 37.55 manufactur 3,664,462,7 1,151,297,0 5,764,789,4 866,817,73 760,912,44 (United Subsidiary million ing 10.84 49.64 96.95 1.61 2.45 States) USD marketing (Consolidat and ed) investment manageme nt Refrigerati on and A/C electrical Sanhua component Internation s al 151.513249 manufactur 5,932,183,2 1,195,686,2 6,576,602,2 94,757,870. 57,990,422. Singapore Subsidiary million ing 66.09 97.14 47.05 68 65 PTE. Ltd. USD marketing (Consolidat and ed) investment manageme nt Acquisition and disposal of subsidiaries during the reporting period √ Applicable □ Not applicable Method of acquisition and disposal of Impact on overall operation and Name subsidiaries during the reporting period performance Guangdong Sanhua New Energy Vehicle Investment and establishment No significant impact Parts Co., Ltd Shenyang Sanhua New Energy Vehicle Investment and establishment No significant impact Parts Co., Ltd Hangzhou Sanhua Intelligent Equipment Investment and establishment No significant impact Co., Ltd SANHUA SINGAPORE AUTOMOTIVE Investment and establishment No significant impact INVESTMENT PTE LTD Minth Sanhua Auto Parts Poland Sp. Zoo Investment and establishment No significant impact LEADERWAY COAHUILA, S.DE Investment and establishment No significant impact R.L.DE C.V. 39 Zhejiang Sanhua Intelligent Controls Co., Ltd. 2023 Annual Report SANHUA INDUSTRY (THAILAND) Investment and establishment No significant impact CO., LTD. Suzhou Xinzhi Automotive Parts Co., Liquidation and cancellation No significant impact Ltd. X. Structural Entities Controlled by the Company □ Applicable √ Not applicable XI. Outlook for the Future Development of the Company 1. Development strategy The Company adheres to the business strategy of "Dedication and Leadership, Innovation and Surpassing" and firmly grasps the product development theme of energy conservation, environmental protection and intelligent control. With the research and application of heat pump technology and thermal management system products as the core, we continuously expand the global business layout through continuous innovation of products and technologies. It transformed from "cost leading" to "technology leading", from "mechanical parts development" to "electronic control integrated system control technology solution development" in order to provide competitive environmental intelligent control solutions for global high-quality customers. Sanhua has become a global leader in the climate intelligent control system industry. 2. Business plan for 2024 (1) Refrigeration air conditioning electrical components business Against the backdrop of global clean carbon reduction and China's "dual carbon" strategy, we will seize the trend of energy efficiency upgrading and refrigerant switching, continue to promote performance optimization, component integration, cost lean, and diversified product distribution, continuously expand our existing business scale and seek new areas of business growth. Under the national policy of exchanging old for new consumer goods in 2024, the Company aims to enhance its advantageous product production capacity, increase customer development and new product research and development efforts, and strive to achieve high-quality performance in 2024. The company has normalized its efforts to reduce costs and increase efficiency through technological upgrades, process improvements, equipment automation, and other means, while deepening the implementation of quality improvement goals. The Company is promoting the reform of Aweco Europe, improving its business philosophy and process system, and achieving a turnaround from losses to profits. In terms of production base progress, we have completed the construction of the second phase of the Vietnam factory and achieved the landing of production lines, expanded production lines in Mexico and Thailand, and expanded and optimized global production layout. (2) Automotive components business The competition in the NEV market is becoming increasingly fierce, and price competition has become the norm. The Company focuses on core projects of global key customers and strengthens the construction of customer localization service capabilities; fully utilize technological innovation and scale advantages to expand and strengthen valve and pump products, prioritize the promotion of intelligent standardized integrated component products, optimize product design, shorten project cycles, and bring value to customers while improving efficiency internally; secondly, actively promote methods such as self-made key equipment and large-scale procurement to control costs and reduce comprehensive costs. In the process of globalization, we actively promote the construction of production bases in Mexico, Poland, and domestic Shaoxing Binhai, Zhongshan, Shenyang, etc., increase 40 Zhejiang Sanhua Intelligent Controls Co., Ltd. 2023 Annual Report production capacity layout and talent team construction, so as to achieve high-speed growth in the global wave of automotive electrification and intelligence. (3) Strategic emerging businesses In the field of biomimetic robots, the Company focuses on electromechanical actuators, fully cooperating with customer product research and development, trial production, iteration, and ultimately achieving mass production and implementation. At the same time, we will synchronize and cooperate with customer production targets, actively plan the overseas production layout of electromechanical actuators, and welcome the arrival of the era of "Robot replacement”. Electrochemical energy storage relies on the "dual carbon" policy, coupled with the start-up and growth of industrial and commercial energy storage applications, establishing long-term market demand. The Company will leverage its experience in the development and manufacturing of thermal management components and system solutions, further leverage its collaborative advantages, actively expand its component business development in the energy storage field, and strive to become a leading supplier of key components and system solutions for global energy storage thermal management in the design iteration and development of energy storage thermal management units. 3. Main risks for future development (1) Risk of price fluctuation of raw materials The raw materials required by the Company are copper and aluminum, which account for a large proportion of the cost composition of the products. Therefore, the fluctuation of the market price of raw materials will bring large cost pressure to the Company. The Company will reduce the adverse impact of raw material price fluctuations through the establishment of linkage pricing mechanism, hedging operation of commodity futures, and timely negotiation with customers. (2) The risk of rising labor cost The labor costs are rising year by year, which reduces the profit margin of the Company to a certain extent. In the future, the Company will continue to improve the level of intelligent manufacturing by continuously promoting lean production, process improvement and technical transformation. (3) Trade and exchange rate risk The Company's export volume is large, involving North America, Europe, Japan, Southeast Asia and other regions. Due to the changes in regional trade policies, the Company's daily operation will be affected. The Company deals with interregional trade risks through transferring production capacity to foreign countries. In addition, the fluctuation of exchange rate will also have a certain impact on the profit. According to the actual situation, the Company deals with and reduces this risk by means of forward foreign exchange settlement and establishing overseas production bases in the United States, Poland, Mexico, Vietnam, India and other places. XII. Reception of activities including research, communication and interviews during the report period √ Applicable □ Not applicable Main contents Index of basic Date of Location of Method of Type of Reception of discussion situation of the reception reception reception reception object object and materials research provided 41 Zhejiang Sanhua Intelligent Controls Co., Ltd. 2023 Annual Report Introduction of Zhongrong the company's Fund Fan http://irm.cninf February 6, On-site operation and Hangzhou Institution Pengcheng o.com.cn/ssessg 2023 research reply to etc.15 investors s/S002050 investors' in total questions Introduction of Morgan Stanley the company's Crystal Chan http://irm.cninf February 14, On-site operation and Hangzhou Institution etc. 17 o.com.cn/ssessg 2023 research reply to investors in s/S002050 investors' total questions Introduction of Xingyin Fund the company's http://irm.cninf Conference Xu Fuyi etc. operation and May 3,2023 Teleconference Institution o.com.cn/ssessg Room 287 investors in reply to s/S002050 total investors' questions Investors participating in the performance Introduction of briefing on the the company's theme of "New http://irm.cninf Shenzhen Stock operation and June 2,2023 Other Institution opportunities o.com.cn/ssessg Exchange reply to for the s/S002050 investors' development of questions private enterprises" organized by SZSE Introduction of Supor the company's Investment Li http://irm.cninf On-site operation and July 6,2023 Hangzhou Institution Yulu etc. 13 o.com.cn/ssessg research reply to investors in s/S002050 investors' total questions Introduction of Pingan Bank the company's http://irm.cninf Conference Liu Yingfei etc. operation and August 22,2023 Teleconference Institution o.com.cn/ssessg Room 758 investors in reply to s/S002050 total investors' questions Introduction of Caitong the company's Securities Jin http://irm.cninf September On-site operation and Hangzhou Institution Min etc. 17 o.com.cn/ssessg 8,2023 research reply to investors in s/S002050 investors' total questions Minsheng Introduction of Royal Fund the company's http://irm.cninf October 30, Conference Management operation and Teleconference Institution o.com.cn/ssessg 2023 Room Sun Wei etc. reply to s/S002050 398 investors in investors' total questions November 8, GIC June Long Introduction of http://irm.cninf Singapore Other Institution 2023 etc.39 investors the company's o.com.cn/ssessg 42 Zhejiang Sanhua Intelligent Controls Co., Ltd. 2023 Annual Report in total operation and s/S002050 reply to investors' questions Introduction of Feiluo Assets the company's Zhang Wenli http://irm.cninf November On-site operation and Hangzhou Institution etc. 29 o.com.cn/ssessg 30,2023 research reply to investors in s/S002050 investors' total questions Introduction of Zhongtai the company's Securities He http://irm.cninf On-site operation and December Hangzhou Institution Junyi etc. 8 o.com.cn/ssessg research reply to 15,2023 investors in s/S002050 investors' total questions XIII. Implementation status of action plan “Dual improvement in quality and return” Has the company disclosed an action plan of "dual improvement of quality and return". □ Applicable √ Not applicable 43 Zhejiang Sanhua Intelligent Controls Co., Ltd. 2023 Annual Report Section IV Corporate Governance I. Basic situation of corporate governance During the reporting period, the Company strictly abided by the Company Law, Securities Law, Code of Corporate Governance for Listed Companies, Self-regulatory Guidelines for Listed Companies No. 1- Standardized Operation of Main Board Listed Companies and other applicable laws and regulations of China Securities Regulatory Commission and Shenzhen Stock Exchange. We continue to improve the corporate governance structure, establish and improve the internal control system, strengthen the management of information disclosure, actively carry out the activities of investor relations, standardize the operation of the Company, and improve the level of corporate governance. During the reporting period, the Company revised the Articles of Association, Rule of Procedure for Shareholders Meeting, Rules of Procedure for Board Meetings, Independent Director System, Audit Committee System of the Board of Directors, Nomination Committee System of the Board of Directors, Compensation and Assessment Committee System of the Board of Directors, and formulated Special Meeting System for Independent Directors and further designed the corporate governance system. As of the end of the report period, the actual situation of corporate governance conforms to the regulatory documents of CSRC on the governance of listed companies. 1. Shareholders and general meeting of shareholders The Company convenes the general meeting of shareholders in strict accordance with the requirements of the Rules for General Meetings of Shareholders of Listed Companies, the Articles of Association and the Rules of Procedure of the Shareholders' Meeting. When the shareholders' meeting deliberates related matters, the related shareholders shall avoid voting. The related transactions shall be fair and reasonable without any damage to the interests of shareholders. Treat all shareholders equally, ensure that all shareholders, especially minor shareholders, have equal status and fully exercise their rights. The shareholders' meetings held during the reporting period were convened by the board of directors and lawyers were invited to attend the meeting on site. 2. Directors and the board of directors The Company elect directors in strict accordance with the Articles of Association and Rules of Procedure for the Board of Directors; the number and composition of the board of directors meet the requirements of laws and regulations and the Articles of Association. The board of directors convenes meetings in accordance with the Company Law and the Rules of Procedure of the Board of Directors. All directors exercise their rights diligently, attend the board of directors and shareholders' meeting and actively participate in relevant training. 3. Supervisors and board of supervisors The board of supervisors elects the supervisors in strict accordance with the Company Law and the Articles of Association; the composition and number of the board of supervisors meet the requirements of laws and regulations. The Company's supervisors conscientiously perform their duties in accordance with the Rules of Procedure of the Board of Supervisors, and effectively supervise and express their opinions on the Company's major issues, related party transactions, financial situation, and the legality and compliance of the Company's directors and senior managers in performing their duties. 4. Relationship between controlling shareholders and listed companies 44 Zhejiang Sanhua Intelligent Controls Co., Ltd. 2023 Annual Report The controlling shareholders can strictly regulate their own behaviors. There is no direct or indirect intervention beyond the provisions of general meeting of shareholders. The Company and its controlling shareholders are mutually independent of each other in personnel, assets, finance, institutions and business. The board of directors, board of supervisors and internal institutions of the Company operate independently. There is no such situation that the controlling shareholders occupy the funds of the listed company for non-operating purposes. 5. Information disclosure and investor relationship management During the reporting period, the Company designated Securities times, Shanghai Securities News and CNINFO as the information disclosure media, and disclosed information truthfully, accurately and timely in strict accordance with relevant laws and regulations, so as to ensure that all shareholders of the Company have fair access to the relevant information. In addition, the Company designated the secretary of the board of directors as the person in charge of investor relationship management. Daily management of investor relations includes answering investors' questions through telephone, email, interactive platform etc., strengthening the communication with investors so as to fully guarantee the investors' right to learn the truth. 6. Performance evaluation and incentive mechanism The Company has established a comprehensive employee performance evaluation and incentive mechanism. The appointment of senior managers is open and transparent, and conforms to the relevant laws, regulations and the Articles of Association. In the future, the Company will explore more forms of incentive methods, form a multi- level incentive mechanism, improve the performance evaluation standards, better mobilize the work enthusiasm of management personnel, and attract and stabilize excellent management talents and technical and business backbones. 7. Stakeholders The Company can fully respect and safeguard the legitimate rights and interests of stakeholders, and realize the coordination and balance of interests of shareholders, employees and society. The Company adheres to the relevant laws and regulations, constantly improves the corporate governance system, and effectively protects the interests of investors. Whether the actual status of corporate governance significantly deviates from the regulatory documents issued by the China Securities Regulatory Commission regarding the governance of listed companies □ Yes √ No II. Company’s Independence in Businesses, Management, Assets, Institutions and Finance from Controlling Shareholders The Company is separated from the controlling shareholder, the actual controller and the controlled enterprises in business, personnel, assets, institutions and finance, and has the ability of independent operation. 1. Business independence The main business of the Company is outstanding, and it has its own corresponding system in production, procurement and sales. It is independent of the controlling shareholder, has a complete business structure, and does not rely on the shareholders or any other related parties. The shareholders exercise their right through participating in the general meeting of shareholders in accordance with the law. There is no such situation that the shareholders 45 Zhejiang Sanhua Intelligent Controls Co., Ltd. 2023 Annual Report interfere in the operation beyond the provision of general meeting. 2. Personnel independence The directors, supervisors and senior management of the Company are elected or appointed in accordance with the legal election procedure stipulated in the Company Law and the Articles of Association. The Company's personnel, labor and wages are completely independent. The salary payment, welfare expenses and other expenses of the staff are strictly separated from the controlling shareholder. 3. Asset completeness The Company has tangible assets, such as land, buildings, machinery and equipment, vehicles, office facilities, test facilities and intangible assets, such as trademarks, patents. It has an independent procurement and sales system and an independent and complete asset structure. 4. Institution independence In accordance with the relevant provisions of the Company Law and the Articles of Association, the Company has established the institutions like general meeting of shareholders, the board of directors, the board of supervisors and other authorities, and formulated the corresponding rules of procedure. The Company's production and operation sites are separated from the controlling shareholders, and a comprehensive organizational system has been established. The board of directors, the board of supervisors and other internal institutions operate independently. There is no such situation that the controlling shareholder interferes in the business activities in the name of the listed company. 5. Finance independence The Company has an independent financial department, equipped with full-time financial personnel, and established an independent accounting system and financial management system that can independently make financial decisions. The Company has separate accounts and pays taxes independently, opens independent account in bank and makes financial decisions independently. III. Horizontal Competition □ Applicable √ Not applicable IV. Annual General Meeting and Extraordinary General Meetings convened during the Reporting Period 1. Annual general meeting of shareholders convened during the reporting period Proportion of Meeting Nature participating Convened Date Disclosure Date Disclosure Index investors Announcement of the Annual Annual general Annual general General Meeting meeting of meeting of 66.89% May 19, 2023 May 20, 2023 of Shareholders of shareholders of shareholders 2022(2023-036) 2022 was published in the Securities 46 Zhejiang Sanhua Intelligent Controls Co., Ltd. 2023 Annual Report Times, Shanghai Securities Journal and CNINFO. Announcement of the 1st Extraordinary The 1st General Meeting extraordinary Interim general of Shareholders in general meeting of meeting of 63.66% July 6, 2023 July 7, 2023 2023 (2023-063) shareholders in shareholders was published in 2023 the Securities Times, Shanghai Securities Journal and CNINFO. Announcement of the 2nd Extraordinary The 2nd General Meeting extraordinary Interim general of Shareholders in general meeting of meeting of 61.53% September 7, 2023 September 8, 2023 2023 (2023-107) shareholders in shareholders was published in 2023 the Securities Times, Shanghai Securities Journal and CNINFO. Announcement of the 3rd Extraordinary The 3rd General Meeting extraordinary Interim general of Shareholders in general meeting of meeting of 60.88% October 11, 2023 October 12, 2023 2023 (2023-117) shareholders in shareholders was published in 2023 the Securities Times, Shanghai Securities News and CNINFO. 2. Extraordinary general meetings convened at the request of preferred shareholders with resumed voting rights: □ Applicable √ Not applicable V. Information of directors, supervisors, senior management 1. Basic information Shares Shares Shares Shares Reaso held at increas decrea Comm Termi Other held at ns for the ed sed encem nation change the end increas Gende Tenure beginn during during Name Age Title ent of of term s of the e or r status ing of the the term of of (Share Period decrea the Period Period office office s) (Share se of Period (Share (Share s) shares (Share s) s) 47 Zhejiang Sanhua Intelligent Controls Co., Ltd. 2023 Annual Report s) Chair man of Decem Januar Zhang Incum 39,024 39,024 Male 50 the ber 13, y 26, Yabo bent ,200 ,200 board, 2012 2025 CEO Direct Wang Decem Januar Shares or, Incum 336,75 252,56 Dayon Male 55 ber 13, y 26, 84,188 reducti Presid bent 0 2 g 2012 2025 on ent Januar Januar Ren Direct Incum Male 62 y 26, y 26, Jintu or bent 2022 2025 Ni Januar Shares Direct Incum May 6, 326,75 245,06 Xiaom Male 56 y 26, 81,688 reducti or bent 2011 0 2 ing 2025 on Direct Nove Chen or, Januar Incum mber 336,75 336,75 Yuzho Male 58 chief y 26, bent 29, 0 0 ng engine 2025 2011 er Zhang May Januar Direct Incum Shaob Male 45 18, y 26, or bent o 2015 2025 Indepe August Januar Bao ndent Incum Male 56 3, y 26, Ensi directo bent 2021 2025 r Indepe May Januar Shi ndent Incum Male 52 19, y 26, Jianhui directo bent 2020 2025 r Indepe Februa Januar Pan Femal ndent Incum 59 ry 26, y 26, Yalan e directo bent 2021 2025 r Conve ner of Nove the Januar Zhao Incum mber Male 53 board y 26, Yajun bent 29, of 2025 2011 superv isors August Januar Mo Superv Incum Male 48 3, y 26, 14,568 14,568 Yang isor bent 2021 2025 Emplo Chen yee March Januar represe Incum Xiaom Male 55 26, y 26, 11,100 11,100 ntative bent ing superv 2011 2025 isor Vice preside Hu Januar Januar Shares nt, Incum 336,75 252,56 Kaiche Male 49 y 26, y 26, 84,188 reducti Secret bent 0 2 ng 2015 2025 on ary of the 48 Zhejiang Sanhua Intelligent Controls Co., Ltd. 2023 Annual Report board of directo rs Vice Septe Yu Januar Shares preside Incum mber 368,05 283,86 Yingk Male 50 y 26, 84,188 reducti nt, bent 30, 7 9 ui 2025 on CFO 2011 40,754 334,25 40,420 Total -- -- -- -- -- -- 0 -- ,925 2 ,673 During the reporting period, whether there was any resignation of directors and supervisors and dismissal of senior managers during their term of office □ Applicable √ Not applicable Changes of Directors, Supervisors and Senior Management □ Applicable √ Not applicable 2. Positions and Incumbency The professional background, main work experience and main responsibilities of the current directors, supervisors and senior managers of the company Mr. Zhang Yabo: Born in 1974, master of Business Administration of CEIBS. Graduated from Shanghai Jiao Tong University in July, 1996. From May 2007 to September 2009, he served as the vice president of Sanhua Holding Group Co., Ltd.; from May 2007 up to present, he has been appointed as the director and vice chairman of the board of directors of Sanhua Holding Group Co., Ltd.; from September 2009 to December 2012, he served as the general manager of the Company; from October 2009 up to present, he has been appointed as the director of the Company; from December 2012 up to present, he has served as the chairman of the board and CEO of the Company. Mr. Wang Dayong: Born in 1969, master of Business Administration (EMBA), senior economist and engineer. He served as chief of planning section, Secretary of general manager, director of manufacturing department, director of refrigeration valve business department, assistant to general manager, assistant to President, vice president and director of Sanhua Holding Group Co., Ltd. He served as a supervisor of the Company from December 2001 to April 2006, a director of the Company from April 2006 to May 2011. He currently serves as a director of Sanhua Holding Group Co., Ltd, and a director and President of the Company since December 2012. Mr. Ren Jintu: Born in 1962, college degree, associate senior accountant. From 1980 to 1994, he successively served as deputy factory director, financial director and deputy general manager of Xinchang Refrigeration Parts General Factory and Zhejiang Sanhua Group Co., Ltd; From 2001 to 2006, he served as the director and general manager of the Company; From 2005 to 2015, he served as vice president of Sanhua Holding Group Co., Ltd. and general manager of Shanghai Jingyi Real Estate Co., Ltd; He is currently a director of Sanhua Holding Group Co., Ltd and a director of Ningbo Fuerda Intelligent Technology Co., Ltd; He served as a director of the Company since January 2022. Mr. Ni Xiaoming: Born in 1968, master’s degree, senior economist. From January 2009 to July 2009, he served as the deputy general manager of sales of the Company; August 2009, he served as the deputy general manager of 49 Zhejiang Sanhua Intelligent Controls Co., Ltd. 2023 Annual Report Sanhua Danfoss (Hangzhou) Microchannel Heat Exchanger Co., Ltd; since May 2010, he has served as the general manager of Sanhua (Hangzhou) Micro Channel Heat Exchanger Co., Ltd, as well as the director of Sanhua Holding Group Co., Ltd; He has been a director of the Company since May, 2011. Mr. Chen Yuzhong: Born in 1966, master’s degree, engineer. He was the chief engineer of the Company from December 2001 to May 2011; he was the deputy general manager of the Company from May 2011 to December 2012; he has been the chief engineer of the Company since December 2012; he has been the general manager of Zhejiang Sanhua Climate & Appliance Controls Group Co., Ltd. since August 2015; he is also the director of Sanhua Holding Group Co., Ltd; and he has been the director of the Company since November 2011. Mr. Zhang Shaobo: Born 1979, master’s degree, graduated from the China Europe Institute of Business School. Since November 2012, he served as general manager of Sanhua Real Estate Group and Zhejiang Sanhua Real Estate Co., Ltd; since July 2013, he has served as general manager of Hangzhou Sanhua International Building Co., Ltd; From October 2023 to present, served as the Chairman of Zhejiang Sanhua Zhiyuan Real Estate Co., Ltd. From May 2017 to December 2023, he has served as executive director and general manager of Zhejiang Sanhua Zhicheng Real Estate Development Co., Ltd; he currently serves as a director and assistant president of Sanhua Holding Group Co., Ltd. And the chairman of Zhejiang Sanhua Lvneng Industrial Group Co., Ltd; from May 2015 up to present, he has served as the director of the Company. Mr. Bao Ensi: Born in 1968, doctor’s degree, associate senior accountant. He has successively served as director of China Securities Regulatory Commission and full-time member of Stock Issuance Audit Committee; Head of Finance Department of China Financial Futures Exchange, expert of investor education center, vice chairman of Beijing Houji Capital Management Company. He is currently the assistant to the chairman of Beijing Houji Capital Management Company; He has been an independent director of the Company since August 2021. Mr. Shi Jianhui: Born in 1972, he achieved a master's degree in EMBA from Changjiang Business School and Shanghai Advanced Finance College. He used to be the chairman / CEO of Minth Group Co., Ltd. and he currently serves as the CEO of Xiaozhi Investment Management Partnership in Meishan Bonded Port Area, Ningbo, Zhejiang Province, managing partner of Ningbo Lingdong Venture Capital Partnership, managing partner of Hangzhou Chishi Enterprise Management Consulting Partnership; he currently serves as a director of Bomei Intelligent Technology (Shanghai) Co., Ltd, Chairman of Hangzhou Good Face Technology Co., Ltd, Director of Shanghai Time Driving Technology Co., Ltd, and Chairman of Shanxi Sishan Ninrui Construction Engineering Co., Ltd. He has been appointed as an independent director of the Company since May 2020. Ms. Pan Yalan: Born in 1965, master’s degree, a member of the League of Civil Society. She started working in August 1987. She is a professor of Accounting College of Hangzhou University of Electronic Technology, tutor of graduate students. She is a non-practicing Certified Public Accountant. She has been appointed as an independent director of the Company since February 2021. Mr. Zhao Yajun: Born in 1971, master’s degree, graduated from College of Business Administration of Zhejiang University, associate senior accountant. From 1996 to 2003, he worked in Zhejiang Tianjian accounting firm; from January 2004 to February 2011, he served as deputy minister of Finance Department of Sanhua Holding Group Co., Ltd.; from February 2011 to February 2014, he served as minister of Finance Department of Sanhua Holding Group Co., Ltd.; from March 2014 up to present, he has served as deputy director of finance of Sanhua Holding Group 50 Zhejiang Sanhua Intelligent Controls Co., Ltd. 2023 Annual Report Co., Ltd. He has been a supervisor of the Company since November 2011. Mr. Mo Yang: Born in 1976, master's degree, majoring in political economics of Zhejiang University. He was a teacher of the Economic Branch of the City College of Zhejiang University from April 2002 to June 2004; From July 2004 to April 2006, he served as assistant to the executive deputy general manager of Zhejiang Sanhua Climate & Appliance Controls Group Co., Ltd.; From August 2005 to December 2019, he successively served as the secretary of the president, the secretary of the chairman of the board of directors, the vice minister of human resources department and the minister of the president's office of Sanhua Holding Group Co., Ltd; From December 2019 to now, he has served as the minister of the board of directors office in Sanhua Holding Group Co., Ltd. From January 2020 to present, he has served as the Secretary General of the Board of Directors of Sanhua Holdings Group Co., Ltd. and also a Supervisor of Sanhua Holdings Group Co., Ltd. He has been a supervisor of the Company since August 2021. Mr. Chen Xiaoming: Born in 1969, college degree. In August 2013, he served as minister of quality department and vice minister of four-way valve business department of Wuhu Sanhua Automatic Control Components Co., Ltd.; in January 2016, he served as minister of Quality Department of Wuhu Sanhua Automatic Control Components Co., Ltd; in December 2016, he served as minister of four-way valve department and service valve department of Wuhu Sanhua Automatic Control Components Co., Ltd.; from August 2017 up to present, he has served as Manufacturing Director, minister of four-way valve department and service valve department of Wuhu Sanhua Automatic Control Components Co., Ltd. From April 2022 to present, he has served as the Deputy General Manager as well as minister of Manufacturing Department and Product Business Department of Sanhua (Vietnam) Co., Ltd. Since March 2011, he has been appointed as employee representative supervisor of the Company. Mr. Hu Kaicheng: Born in 1975, master's degree, bachelor's degree of Tongji University, SAIF EMBA of Shanghai Jiao Tong University. From August 2006 to August 2009, he served as the director of supplier management, procurement director of Zhejiang Sanhua Climate & Appliance Controls Group Co.,Ltd. and procurement director of the Company; from September 2009 to December 2010, he served in Sanhua Holding Group Co., Ltd.; from January 2011 to October 2014, he served as the procurement director of the Company; from October 2014 up to present, he has served as the vice president of the Company; from January 2015 up to present, he has served as the Secretary of the board of directors of the Company. Since October 2023, he has been appointed as the chairman of Hangzhou Xiantu Electronics Co., Ltd. Mr. Yu Yingkui: Born in 1974, bachelor degree, accountant, accounting major of Shanghai University of Finance and Economics. From April 2001 to December 2003, he successively served as the chief accountant of the financial department of Zhejiang Sanhua Holding Group Co., Ltd. and Zhejiang Sanhua Climate & Appliance Controls Group Co.,Ltd.; from December 2003 to November 2007, he served as the deputy general manager of Shenyang Durui Wheel Hub Co., Ltd.; from November 2007 up to present, he has been the minister of the financial department of the Company; from September 2011 up to present, he has been the chief financial officer of the Company; from January 2016 up to present, he has been the vice president of the Company. Position held in shareholders’ entities √Applicable □Not applicable Compensation and Shareholder's Position in Commencement of Termination of the Name allowance from the entity shareholders’ the term term shareholders' 51 Zhejiang Sanhua Intelligent Controls Co., Ltd. 2023 Annual Report entities entity Sanhua Holding Vice chairman Zhang Yabo July 11, 2000 No Group Co., Ltd (director) Sanhua Holding Wang Dayong Director July 11, 2000 No Group Co., Ltd Sanhua Holding Ren Jintu Director July 11, 2000 Yes Group Co., Ltd Zhejiang Sanhua Ren Jintu lvneng Industrial Director March 15, 2011 No Group Co., Ltd Sanhua Holding Ni Xiaoming Director July 11, 2000 No Group Co., Ltd Sanhua Holding November 26, Chen Yuzhong Director No Group Co., Ltd 2014 Sanhua Holding Zhang Shaobo Director August 7, 2003 No Group Co., Ltd Zhejiang Sanhua Zhang Shaobo lvneng Industrial Director August 14, 2023 Yes Group Co., Ltd Sanhua Holding Deputy chief Zhao Yajun March 1, 2014 Yes Group Co., Ltd financial officer Zhejiang Sanhua Zhao Yajun Lvneng Industrial Supervisor July 1, 2019 No Group Co., Ltd Sanhua Holding November 26, Mo Yang Supervisor Yes Group Co., Ltd 2014 Positions held in other entities √Applicable □ Not applicable Compensation and Positions in other Commencement of Termination of the Name Other entities allowance from entities the term term other entities Xinchang Huaxin Chairman of the Zhang Yabo March 16, 2016 No Industrial Co., Ltd Board Hangzhou Zhishen Investment Zhang Yabo Executive Director July 23, 2007 No Management Co., Ltd Hangzhou Zhishen Investment Zhang Yabo Supervisor July 23, 2007 No Management Co., Ltd Hangzhou Sanhua Chairman of the Zhang Yabo Research Institute February 10, 2017 No Board Co., Ltd Sanhua Trading Zhang Yabo Singapore Private Director October 13, 2017 No Limited Zhejiang Haoyuan Zhang Yabo Technology Co., Director May 4, 2018 No Ltd Wuhu ALDOC Zhang Yabo Technology Co., Director February 3, 2016 No Ltd Hangzhou Fumo Zhang Yabo New Material Director July 1, 2016 October 20, 2023 No Technology Co., 52 Zhejiang Sanhua Intelligent Controls Co., Ltd. 2023 Annual Report Ltd Hangzhou Fufan Investment Wang Dayong Director April 28, 2016 No Management Co., Ltd Xinchang Huayong November 11, Wang Dayong Enterprise Executive Director No 2021 Management Co., Ltd Guochuang Energy Internet Wang Dayong Innovation Center Director August 20, 2019 No (Guangdong) Co., Ltd Zhejiang Sanhua Industrial Wang Dayong Executive Director August 1, 2023 No Automation Co., Ltd Ningbo Jiaerling Pneumatic Wang Dayong Director October 9, 2023 No Machinery Co., Ltd Hangzhou Fufan Investment Ren Jintu Director July 9, 2010 No Management Co., Ltd Executive Director Hangzhou Xinji Ren Jintu and General January 9, 2007 July 26, 2023 No Industrial Co., Ltd Manager Ningbo Fuerda Intelligent Ren Jintu Technology Co., Director April 8, 2021 No Ltd Hangzhou Sanhua Ren Jintu International Supervisor July 31, 2013 No Building Co., Ltd Shenyang Sanhua Daika Wheel Hub Ren Jintu Director December 1, 2006 No Co., Ltd. (Bankruptcy) Xinchang Private Chairman of Ren Jintu Financing Service April 8, 2018 No Supervisory Board Center Co., Ltd Xinchang County United Investment Ren Jintu Supervisor April 29, 2015 No Management Co., Ltd Zhejiang Sanhua Ren Jintu Zhiyuan Real Director October 30, 2023 No Estate Co., Ltd. Hangzhou Fufan Chairman of the Investment Zhang Shaobo Board, General July 9, 2010 No Management Co., Manager Ltd Zhang Shaobo Zhejiang Huateng Chairman of the December 22, No 53 Zhejiang Sanhua Intelligent Controls Co., Ltd. 2023 Annual Report Industrial Co., Ltd Board 2021 Ningbo Fuerda Intelligent December 26, Zhang Shaobo Director No Technology Co., 2019 Ltd Hangzhou Zhishen Executive Director Investment Zhang Shaobo and General July 23, 2007 No Management Co., Manager Ltd Hangzhou Zhicheng Zhang Shaobo Investment Manager November 4, 2020 No Management Co., Ltd Inner Mongolia September 11, Zhang Shaobo Xiqi Mining Co., Supervisor No 2012 Ltd Zhejiang Sanhua Ecological Executive September 11, Zhang Shaobo No Agriculture Co., Director, Manager 2018 Ltd Hangzhou Kaisida Zhang Shaobo Technology Co., Executive Director December 1, 2018 No Ltd Hangzhou Sanhua Executive Director Zhang Shaobo International and General July 31, 2013 No Building Co., Ltd Manager Tianjin Sanhua Industrial Park Executive Zhang Shaobo October 1, 2018 No Management Co., Director, Manager Ltd Zhejiang Sanhua Zhicheng Real Executive Director December 29, Zhang Shaobo Estate and General May 31, 2017 No 2023 Development Co., Manager Ltd Xinchang Private Zhang Shaobo Financing Service Director April 8, 2018 No Center Co., Ltd Hangzhou Fuxiang Property Chairman of the Zhang Shaobo January 3, 2016 No Management Co., Board Ltd Shaoxing Sanhua Zhiyue Real Estate Executive Zhang Shaobo September 1, 2022 No Development Co., Director, Manager Ltd Shanghai Sanhua Executive Zhang Shaobo April 10, 2017 No Electric Co., Ltd Director, Manager Xinchang County United Investment Zhang Shaobo Director April 29, 2015 No Management Co., Ltd Shanghai Tihu September 26, Zhang Shaobo Director No Catering Co., Ltd 2017 Tianjin Minghao Executive November 14, Zhang Shaobo May 25, 2017 No Management Director, Manager 2023 54 Zhejiang Sanhua Intelligent Controls Co., Ltd. 2023 Annual Report Consulting Co., Ltd Hangzhou Zhiwo Investment Zhang Shaobo General Manager June 16, 2014 No Management Co., Ltd Xinchang County Sanhua Property Chairman of the Zhang Shaobo March 29, 2011 No Management Co., Board Ltd Xinchang Sanhua Hongdao Venture Zhang Shaobo Capital Partnership Executive Partner No (limited partnership) Xinchang Zhushi Venture Capital Zhang Shaobo Partnership Executive Partner No (limited partnership) Hangzhou Sanhua Hongdao Venture Capital Partnership Zhang Shaobo Executive Partner No Enterprise (Limited Partnership) Zhejiang Sanhua Zhang Shaobo Zhiyuan Real General Manager October 30, 2023 No Estate Co., Ltd. Aerospace Era Electronic Independent Bao Ensi June 22, 2020 June 21, 2023 Yes Technology Co., Director Ltd China Railway Independent Bao Ensi May 25, 2022 Yes Trust Co., Ltd. Director Baimei Smart Technology Shi Jianhui Director January 1, 2020 Yes (Shanghai) Co., Ltd. Hangzhou Haomian Shi Jianhui General Manager August 19, 2021 No Technology Co., Ltd Shanghai Shijia Shi Jianhui Technology Co., Director January 26, 2022 No Ltd Ningbo Meishan Bonded Port Zone Xiaozhi Entrepreneurship September 22, Shi Jianhui Investment Executive Partner No 2017 Partnership Enterprise (Limited Partnership) Ningbo Lingdong Shi Jianhui Executive Partner July 28, 2020 No Entrepreneurship 55 Zhejiang Sanhua Intelligent Controls Co., Ltd. 2023 Annual Report Investment Partnership Enterprise (Limited Partnership) Hangzhou Chishi Enterprise Management Shi Jianhui Consulting Executive Partner August 3, 2022 No Partnership (Limited Partnership) Shaanxi Sishan Ningrui Shi Jianhui Construction General Manager February 16, 2023 No Engineering Co., Ltd Ningbo Fangzheng Independent December 11, December 10, Shi Jianhui Automotive Mold Yes Director 2023 2026 Co., Ltd AAPICO Hitech Independent Shi Jianhui Public Company June 29, 2022 Yes Director Limited Lin'an Rural Independent Pan Yalan Commercial Bank October 15, 2019 Yes Director Co., Ltd Zhejiang Daily Independent December 22, Pan Yalan Digital Culture October 16, 2026 Yes Director 2021 Group Co., Ltd Xianheng International Independent September 25, September 24, Pan Yalan Yes Technology Co., Director 2023 2026 Ltd Xinchang Huaxin Zhao Yajun Director March 21, 2017 No Industrial Co., Ltd Ningbo Fuerda Intelligent Zhao Yajun Supervisor April 8, 2021 No Technology Co., Ltd Zhejiang Xiezhong Automobile New Energy Zhao Yajun Supervisor May 25, 2018 No Technology Development Co., Ltd Shanghai Fuyulong December 26, Zhao Yajun Automotive Supervisor No 2019 Technology Co., Ltd Xinchang Private Zhao Yajun Financing Service Supervisor March 26, 2014 No Center Co., Ltd Fuerda (Tianjin) Intelligent Zhao Yajun Supervisor November 2, 2018 No Technology Co., Ltd 56 Zhejiang Sanhua Intelligent Controls Co., Ltd. 2023 Annual Report Zhejiang Haoyuan Zhao Yajun Technology Co., Supervisor May 4, 2018 No Ltd Hangzhou Tongchan Zhao Yajun Supervisor May 31, 2011 No Machinery Co., Ltd Shanghai Sanhua Zhao Yajun Supervisor April 12, 2011 No Electric Co., Ltd Wuhu ALDOC Zhao Yajun Technology Co., Supervisor July 31, 2018 No Ltd Xinchang County United Investment Zhao Yajun Supervisor January 1, 2012 No Management Co., Ltd Xiezhong International Chairman of the Thermal Zhao Yajun Board of February 28, 2019 No Management Supervisors System (Jiangsu) Co., Ltd Ningbo Jiaerling Pneumatic Zhao Yajun Supervisor October 9, 2023 No Machinery Co., Ltd Zhejiang Huateng Yu Yingkui Director April 19, 2010 No Industrial Co., Ltd Xinchang Private Yu Yingkui Financing Service Director October 23, 2015 No Center Co., Ltd Chongqing Tainuo Yu Yingkui Machinery Co., Director December 8, 2016 No Ltd Ningbo Jinlifeng Yu Yingkui Machinery Co., Director July 2, 2020 No Ltd Sanhua Trading Yu Yingkui Singapore Private Director October 13, 2017 No Limited Description of The above employment in other entities does not include the employment of directors, supervisors and employment in other organizations senior management in subsidiaries within the scope of the Company's consolidated financial statements. Incumbent and resigned directors, supervisors and senior management personnel during the reporting period that have been imposed administrative penalties by the CSRC during the last three years. □ Applicable √ Not applicable 3. Remuneration of directors, supervisors and senior management personnel Decision-making Process The salaries of directors, supervisors, and senior management personnel shall be determined in accordance with the standards stipulated in the Company's unified salary management system. According to the Company's performance evaluation mechanism, regular evaluations are conducted on the directors, supervisors, and senior 57 Zhejiang Sanhua Intelligent Controls Co., Ltd. 2023 Annual Report management personnel, and compensation is determined based on the evaluation results. The allowance standards for independent directors shall be reviewed and decided in the shareholders' meeting. Basis for determination The remuneration of directors, supervisors, and senior management personnel is determined based on the company's operating performance and performance evaluation indicators. Remuneration of directors, supervisors and senior management personnel Unit: RMB in 10 thousand Total remuneration Remuneration Name Gender Age Title Tenure status from the from related Company parties (Y/N) (RMB'0,000) Director, Zhang Yabo Male 50 Incumbent 309.91 No Chairman, CEO Director, Wang Dayong Male 55 Incumbent 423.65 No President Ren Jintu Male 62 Director Incumbent 0 Yes Ni Xiaoming Male 56 Director Incumbent 275.43 No Director, chief Chen Yuzhong Male 58 Incumbent 420.22 No engineer Zhang Shaobo Male 45 Director Incumbent 0 Yes Independent Bao Ensi Male 56 Incumbent 10.8 No director Independent Shi Jianhui Male 52 Incumbent 10.8 No director Independent Pan Yalan Female 59 Incumbent 10.8 No director Convener of the Zhao Yajun Male 53 board of Incumbent 0 Yes supervisors Mo Yang Male 48 Supervisor Incumbent 0 Yes Chen Xiaoming Male 55 Supervisor Incumbent 55.16 No Vice president, Secretary of the Hu Kaicheng Male 49 Incumbent 90.05 No board of directors Vice president, Yu Yingkui Male 50 Incumbent 134.75 No CFO Total -- -- -- -- 1,741.57 -- 58 Zhejiang Sanhua Intelligent Controls Co., Ltd. 2023 Annual Report Explanation of other situations □ Applicable √ Not applicable VI. Performance of duties by directors during the reporting period 1. Board of directors in the reporting period Meeting Convened Date Disclosure Date Disclosure Index The 10th interim meeting of March 15, 2023 March 16, 2023 http://www.cninfo.com.cn the 7th board of directors The 11th meeting of the 7th April 27, 2023 April 29, 2023 http://www.cninfo.com.cn board of directors The 12th interim meeting of June 20, 2023 June 21, 2023 http://www.cninfo.com.cn the 7th board of directors The 13th interim meeting of July 7, 2023 July 8, 2023 http://www.cninfo.com.cn the 7th board of directors The 14th interim meeting of August 22, 2023 August 23, 2023 http://www.cninfo.com.cn the 7th board of directors The 15th interim meeting of September 1, 2023 September 5, 2023 http://www.cninfo.com.cn the 7th board of directors The 16th interim meeting of September 25, 2023 September 26, 2023 http://www.cninfo.com.cn the 7th board of directors The 17th meeting of the 7th October 30, 2023 October 31, 2023 http://www.cninfo.com.cn board of directors The 18th interim meeting of November 6, 2023 November 7, 2023 http://www.cninfo.com.cn the 7th board of directors The 19th interim meeting of December 28, 2023 December 29, 2023 http://www.cninfo.com.cn the 7th board of directors 2. Attendance of directors in board meetings and general meetings Attendance of directors in board meetings and general meetings Board Board meeting Board meeting not Presence of Board Board Board directors in presence meeting attend in Name of meeting meeting meeting general required in presence person for Director presence on presence on absence meetings the reporting through a two site (times) site (times) (times) (times) period proxy (times) consecutive (times) times Zhang Yabo 10 1 9 0 0 N/A 2 Wang 10 1 9 0 0 N/A 3 Dayong Ren Jintu 10 1 9 0 0 N/A 3 59 Zhejiang Sanhua Intelligent Controls Co., Ltd. 2023 Annual Report Ni Xiaoming 10 1 9 0 0 N/A 1 Chen 10 1 9 0 0 N/A 3 Yuzhong Zhang 10 0 10 0 0 N/A 1 Shaobo Bao Ensi 10 1 9 0 0 N/A 0 Shi Jianhui 10 0 10 0 0 N/A 1 Pan Yalan 10 1 9 0 0 N/A 4 Explanation of not attending the board of directors in person for two consecutive times Not applicable 3. Objections raised by directors to relevant matters of the Company Whether there is any objection on related issues of the Company from directors? □ Yes √ No 4. Other details about the performance of duties by directors Whether there is any suggestion from directors adopted by the Company? √ Yes □ No During the reporting period, the directors strictly complied with the relevant laws, regulations and the Articles of Association, performed their duties conscientiously, paid close attention to the Company's operation, regularly reviewed the Company's announcements, got access to the information of operation and development periodically, deeply discussed the opportunities and challenges in the operation and development, and timely prompted risks. Directors put forward reasonable opinions and suggestions from their professional perspectives, which enhanced the scientific decision-making of the board of directors. Meanwhile, directors provided independent and fair opinions on related transactions, profit distribution, stock buyback, guarantee and Articles of Association during the reporting period. In order to improve the supervision mechanism of the Company and safeguard the legal rights of all shareholders, the Company shall adopt the opinions of directors. VII. Performance of duties by special committees under the board during the reporting period Important Other Details of Number of Date of Meeting Committee Member opinions and performance objections (if meetings meetings content suggestions of duties any) 1.Deliberatio Independent n of the 2022 director Pan annual report Yalan; and its Audit Independent April 17, abstract; 5 2.Specific Committee director Shi 2023 Jianhui; report on Director Ren annual Jintu deposit and actual use of 60 Zhejiang Sanhua Intelligent Controls Co., Ltd. 2023 Annual Report raised funds; 3. Proposal on the prediction of the Company's daily related party transactions in 2023; 4. Proposal on engagement of the audit institution in 2023; 5. First quarter report in 2023 1. Proposal on the report on the use of the Company's previous raised funds; 2. Proposal on the Plan for the Use of Funds Raised from the Issuance of GDR by June 7, 2023 the Company; 3. Proposal on the Feasibility Analysis Report of the Company's Overseas Issuance of GDR Raised Funds and the Increase of Domestic Shares 1.Semi- annual report in 2023; 2. Specific report on the August 16, annual 2023 deposit and actual use of the raised funds in the half year of 2023. 61 Zhejiang Sanhua Intelligent Controls Co., Ltd. 2023 Annual Report Proposal on the report on August 25, the use of the 2023 Company's previous raised funds Third quarter October 16, report in 2023 2023 Proposal on the achievement of the unlocking conditions April 18, for the third 2023 vesting period of the Restricted stock incentive plan in 2020 1. Proposal on the Independent Achievement director Shi of Exercise Remuneratio Jianhui; Conditions n and Independent during the 2 Assessment director Bao First Vesting Committee Ensi; Period of the Director Ren 2022 Stock Jintu Appreciation Rights Incentive June 15, Plan 2. 2023 Proposal on the Achievement of Unlocking Conditions of the First Vesting Period of the Restricted Stock Incentive Plan in 2022 Chairman of the Board Zhang Yabo; Director Deliberation Wang of the 2022 Strategic April 17, Dayong; 1 annual report Committee 2023 Director Ni and its Xiaoming; abstract Director Chen Yuzhong; 62 Zhejiang Sanhua Intelligent Controls Co., Ltd. 2023 Annual Report Director Zhang Shaobo; Independent director Shi Jianhui; VIII. Performance of duties by the Supervisory Committee Whether there is any risk to the Company identified by Supervisory Committee when performing its duties during the Reporting Period? □ Yes √ No IX. Staff in the Company 1. Statistics of employees, professional structure of the staff, and educational background Number of incumbent employees in the parent company 3,386 Number of incumbent employees in major subsidiaries 14,346 Number of incumbent employees 17,732 Number of employees receiving salaries in current period 17,732 Number of retired employees requiring the parent Company 0 and its subsidiaries to bear costs Professional structure Professional Category Number of employees Production staff 11,447 Sales staff 645 Technical staff 3,241 Financial staff 376 Administrative Staff 2,023 Total 17,732 Educational background Educational background Number of employees Master and above 959 63 Zhejiang Sanhua Intelligent Controls Co., Ltd. 2023 Annual Report Bachelor 4,852 College 4,120 Others 7,801 Total 17,732 2. Staff remuneration policy The Company has established a salary incentive system according to the business development strategy and human resources strategy. Based on the market salary level and the value, employees’ ability and performance results, the Company has established a comprehensive salary system with the structure of basic salary, bonus and long-term incentive, and has formed relevant salary incentive systems to ensure the rationality of employees' value contribution and their return of income. This motivates employees to continuously create value and drives the Company's sustained high-quality development. Every year, the Company carries out the estimation of college students and professional talents, which has played an important role in motivating employees at all levels. And regular review market compensation to ensure competitiveness of the Company's overall salary system. In addition, the Company carries out R&D Achievement Award, Quality Award, Management Achievement Award, Patent Award, Cost Reduction Award, Lean Improvement Award and other awards every year, which effectively encourage talents’ innovation. The Company launched phase I equity incentive plan in 2018, phase II restricted stock incentive plan in 2020 and Phase III equity incentive plan in 2022, which played an incentive and retention role for the key talents and laid a foundation for sustainable development. 3. Staff training plans Based on the development plan from 2021 to 2025, the Company implements the talents strategy of “Internal training first, moderate external introduction”, which will be dedicated to optimizing the talent management mechanism. In order to identify talents, the Company established talent standards at all levels and gradually improve the evaluation system. Some talents development projects are launched, such as Leadership Project, Overseas Factory Manager Training Program, International Talent Training Program, Technology Manufacturing Talent Training Project, Management Trainee Program, etc. At the same time, we will strengthen our infrastructure, continuously introduce learning technologies, continue to improve our internal lecturer team and develop internal course resources, and create a learning platform. Through the five force mechanisms of traction (cultural traction), internal drive (growth drive), external drive (lecturer drive), supportive force (resource construction support), and organizational learning (learning organization construction), we promote all employees' independent learning and talent transformation and upgrading, and help organizations and talents achieve global competitiveness. 4. Labor outsourcing □ Applicable √ Not applicable 64 Zhejiang Sanhua Intelligent Controls Co., Ltd. 2023 Annual Report X. Profit distribution of ordinary shares and capitalization of capital reserves Profit distribution policy in the reporting period, especially the formulation, implementation and adjustment of cash dividend policy □ Applicable √ Not applicable During the reporting period, the Company was profitable and the parent company had a positive profit available for shareholder distribution, but no cash dividend distribution plan was proposed. □ Applicable √ Not applicable Profit distribution and conversion of capital reserve to share capital during this reporting period √ Applicable □Not applicable Bonus share issued per 10 shares (share) 0 Cash dividend per 10 shares (RMB) (tax inclusive) 2.50 Additional shares converted from capital surplus 0 for every 10 shares (share) Total capital share basis for the distribution 3,706,504,614 proposal (share) Total cash dividend (RMB) (tax inclusive) 926,626,153.50 Cash dividend amount in other ways (such as share 0.00 repurchase) (RMB) Total cash dividends (including other ways) 926,626,153.50 (RMB) Distributable profits (RMB) 1,768,214,110.04 Percentage of cash dividends in the total distributed 100% profit (%) Cash dividends If the Company is in growth stage and there are major capital expenditure arrangements, the proportion of cash dividends in this profit distribution shall be at least 20%. Detailed description of profit distribution or capital reserves conversion plan Based on the provisional share capital of 3,706,504,614 shares, cash dividend of RMB 2.50 (tax inclusive) will be distributed to all shareholders for every 10 shares. The Company will not distribute bonus shares or convert capital reserves to share capital. Note: The share capital of the Company is 3,732,615,535 shares, of which the number of repurchased shares is26,110,921. According to the provisions of the Company Law, the shares held by the listed company through the repurchase account do not enjoy the right to participate in profit distribution or the conversion of capital reserve into share capital. If the total share capital of the Company changes due to the conversion of convertible bonds, share repurchase, exercise of equity incentive scheme, refinancing and listing of new shares before the implementation of the distribution plan, the total distribution amount shall be adjusted accordingly based on the principle of constant distribution proportion. 65 Zhejiang Sanhua Intelligent Controls Co., Ltd. 2023 Annual Report XI. The Implementation of an Equity Incentive Plan, Employee Stock Ownership Plan, or Other Incentive Plans √ Applicable □ Not applicable 1. Equity Incentive Plan 1. In 2020, the Company launched the 2020 restricted stock incentive plan, granting 12.045 million restricted shares to 914 incentive objects. The grant date of this equity incentive plan was February 24, 2020. The grant price of restricted shares was RMB 9.85 per share, and the listing date was March 20, 2020. (1) On April 27, 2023, the Company held the 11th meeting of the 7th Board of Directors and the 9th meeting of the 7th Board of Supervisors, respectively, in which, Proposal on the achievement of unlocking conditions of the third vesting period of the 2020 restricted stock incentive plan was approved. The listing date for circulation of the restricted shares was May 15, 2023. The number of shareholders meeting the unlocking condition was 825. A total of 5.85 million shares were released, accounting for 0.1629% of the Company's current total share capital. (2) On June 20, 2023, the Company held the 12th interim meeting of the 7th board of directors and the 10th interim meeting of the 7th board of supervisors respectively, in which Proposal on adjusting the repurchase price of 2020 restricted stock incentive plan and Proposal on repurchase and cancellation of some restricted stocks were approved. The Company repurchased and cancelled 62,400 restricted shares held by 19 unqualified incentive objects in the 2020 restricted stock incentive plan at a price of RMB 6.6615 per share. (3) On July 6, 2023, the first extraordinary general meeting of shareholders in 2023 was held, in which Proposal on repurchase and cancellation of some restricted shares was approved. The Company repurchased and cancelled 62,400 restricted shares held by 19 unqualified incentive objects in the 2020 restricted stock incentive plan at a price of RMB 6.6615 per share. 2. In 2022, the Company launched the 2022 restricted stock incentive plan and stock appreciation right incentive plan, granting 17.585 million restricted shares to 1,366 incentive objects and 485,000 stock appreciation rights to 41 incentive objects. The granting date of this equity incentive plan was May 31, 2022. The granting price of restricted shares and stock appreciation rights was 10 yuan/share. The listing date of the restricted shares is June 30, 2022. (1) On June 20, 2023, the Company held the 12th interim meeting of the 7th board of directors and the 10th interim meeting of the 7th board of supervisors, in which following proposals were approved: Proposal on Adjusting the Repurchase Price of 2022 Restricted Stock Incentive Plan, Proposal on the Achievement of Unlocking Conditions of the First Vesting Period of the Restricted Stock Incentive Plan in 2022, Proposal on Repurchase and Cancellation of some Restricted Stocks, Proposal on Adjusting the Exercise Price of the 2022 Stock Appreciation Rights Incentive Plan, Proposal on the Achievement of Exercise Conditions during the First Vesting Period of the 2022 Stock Appreciation Rights Incentive Plan and Proposal on Cancellation of Partial Stock Appreciation Rights,. The listing date of the restricted shares was June 30, 2023. The number of shareholders meeting the unlocking condition was 1,345. A total of 5.238 million shares were released 66 Zhejiang Sanhua Intelligent Controls Co., Ltd. 2023 Annual Report accounting for 0.1459% of the Company's current total share capital. The Company repurchased and cancelled 118,000 restricted shares held by 21 unqualified incentive objects in the 2022 restricted stock incentive plan at a price of RMB 9.70 per share. The total number of incentive objects eligible for the exercise of stock appreciation rights was 39, and the number of exercisable shares was 139,500. The Company cancelled all or part of the stock appreciation rights held by 2 incentive objects who do not meet the conditions in the 2022 stock appreciation rights incentive plan, totaling 20,000 shares. (2) On July 6, 2023, the first extraordinary general meeting of shareholders in 2023 was held, in which Proposal on repurchase and cancellation of some restricted shares was approved. The Company repurchased and cancelled 118,000 restricted shares held by 21 unqualified incentive objects in the 2022 restricted stock incentive plan at a price of RMB 9.70 per share. Share incentives for directors and senior executives in the reporting period √ Applicable □ Not applicable Unit: share Exerci se Numb price Numb er of Marke Price Numb Numb of Numb Restri Share er of newly t price for er of er of exerci er of cted Share s Restri stock grante at the restric exerci exerci sed stock Share s newly cted option d end of ted sable sed shares option s held vested grante Share s held stock the shares Name Title shares shares during s held at the in the d in s held at the option report grante in the in the the at the begin curren the at begin s in period d report report report end of ning t curren period ning the (yuan (RMB ing ing ing the of the period t -end of the report / per period period period period period period year ing share) share) (yuan period / share) Direct Wang , 132,0 76,00 56,00 Dayo 29.40 Presid 00 0 0 ng ent Ni 122,0 73,00 49,00 Xiao Direct 29.40 00 0 0 ming Direct Chen , chief 132,0 76,00 56,00 Yuzh 29.40 engin 00 0 0 ong eer Vice presid ent, Secret Hu ary of 132,0 76,00 56,00 Kaich 29.40 the 00 0 0 eng board of direct ors 67 Zhejiang Sanhua Intelligent Controls Co., Ltd. 2023 Annual Report Vice Yu presid 132,0 76,00 56,00 Yingk 29.40 ent, 00 0 0 ui CFO 650,0 377,0 273,0 Total -- 0 0 0 0 -- 0 -- 0 -- 00 00 00 1. At the beginning of each year, the number of locked shares should be re-calculated according to 75% of the total number of shares held by the senior management. The number of unlocked shares in this period is 25% of the total number of shares at the beginning of the year. 2. May 15, 2023, the third vesting period of the 2020 Restricted stock incentive plan matured, and the restricted shares of the above-mentioned directors and senior management have been unlocked by 52,000 shares each, totaling 260,000 shares. Note (if any) 3. June 30, 2023, the first vesting period of the 2022 Restricted stock incentive plan matured, and the restricted shares of director Wang Dayong, Chen Yuzhong, senior management Hu Kaicheng, and Yu Yingkui have been unlocked by 24,000 shares each; restricted shares of director Ni Xiaoming have been unlocked by 21,000 shares, totaling 117000 shares. Assessment and incentive mechanism for the senior management In order to encourage senior managers better perform their duties and clarify their rights and obligations, the Company has established a fairly sophisticated performance evaluation standard and remuneration system, according to which senior managers’ performance and annual business indicators would be assessed. The senior managers of the Company are responsible to the board of directors and undertake the business objectives issued by the board. The remuneration and assessment committee of the board formulate the remuneration plan based on evaluation of senior managers’ ability, performance and completion of business targets. 2. Employee Stock Ownership Plan □ Applicable √ Not applicable 3. Other incentive plan □ Applicable √ Not applicable XII. Construction and implementation of internal control 1. Construction and implementation of internal control In accordance with the requirements of the Company Law and other relevant regulations and normative documents, the Company has set up an internal control system in combination with its own business characteristics, which is composed of the general meeting, the board of directors, the board of supervisors, the management, each controlling subsidiary and its functional departments. Thus, it formed a relatively effective division of responsibilities and balances. The Company continues to strengthen the control of high-risk areas such as sales business, procurement 68 Zhejiang Sanhua Intelligent Controls Co., Ltd. 2023 Annual Report business, major investments, acquisition and merger, asset security and information system management, and has established corresponding control policies and procedures. During the reporting period, the Company timely organized directors, supervisors and senior managers to participate in relevant training organized by regulatory authorities, which improves the management's awareness of standardized operation, ensures the effective implementation of internal control system, effectively improves the standard operation level and promotes the healthy and sustainable development of the Company. The Company's internal audit department shall regularly inspect and supervise the establishment and implementation of this internal control system as well as the authenticity and completeness of its financial information. During the reporting period, the Company established effective internal control over the businesses included in the evaluation scope. It has achieved its internal control target in terms of the authenticity of operating results, business compliance and the effectiveness of internal control. 2. Any significant internal control deficiencies during the reporting period □ Yes √ No XIII. Management and control of subsidiaries during the reporting period Not applicable XIV. Self-evaluation report on internal control or Internal control audit report 1. Self-evaluation report on internal control Disclosure date of the internal control April 30, 2024 self-evaluation report Disclosure index of full text of self- Self-evaluation Report on Internal Control of the Company in 2023 evaluation report on internal control http://www.cninfo.com.cn Proportion of assets evaluated in total 100.00% assets Proportion of revenue evaluated in total revenue per consolidated financial 100.00% statement Recognition standard of deficiencies Nature Financial report level Non-financial report level Significant deficiency: Significant deficiency: 1. Fraud of directors, supervisors and The possibility of defects is high, which senior managers; 2. Major misstatement will significantly reduce the work in the current financial report found by the efficiency or effect, or significantly CPA but not identified by the internal increase the uncertainty of the effect, or Qualitative criteria make it significantly deviate from the control of the Company; 3. The Company has major violations of laws and expected goal. regulations in financial accounting, asset management, capital operation, Important defects: information disclosure, product quality, Defects are more likely to occur, which 69 Zhejiang Sanhua Intelligent Controls Co., Ltd. 2023 Annual Report safety production, environmental will seriously reduce the work efficiency protection and other aspects, causing or effect, or seriously increase the major losses and adverse effects to the uncertainty of the effect, or make it Company, or subject to major seriously deviate from the expected goal. administrative supervision and punishment; 4. Supervision of the audit General defects: committee and internal control The probability of defects is small, which department is ineffective on the will reduce the efficiency or effect, Company's external financial report and internal control. increase the uncertainty of the effect, or make it deviate from the expected goal. Important deficiency: (1). Failure to select and apply accounting policies in accordance with GAAP; (2). Failure to establish anti-fraud procedures and control measures; (3). It cannot reasonably guarantee the truthfulness and completeness of the financial statements due to one or more defects in control process; (4). There is no corresponding control mechanism or no compensatory control for the accounting treatment of non-routine or special transactions. General deficiency: General defects other than the above- mentioned. The quantitative standard is based on the The quantitative standard is based on the percentage of potential misstatements of percentage of potential misstatements of pre-tax profit. pre-tax profit. Significant deficiency: Significant deficiency: This defect alone or together with other This defect alone or together with other defects may cause the misstatement of defects may cause the misstatement of financial report to exceed 10% of the financial report to exceed 10% of the profit before tax. profit before tax. Quantitative criteria Important defects: Important defects: This defect alone or together with other This defect alone or together with other defects may cause the misstatement of defects may cause the misstatement of financial report to exceed 5% but less than financial report to exceed 5% but less than 10% of the profit before tax. 10% of the profit before tax. General defects: General defects: This defect alone or together with other This defect alone or together with other defects may cause the misstatement of defects may cause the misstatement of financial report less than 5% of the profit financial report less than 5% of the profit before tax. before tax. Number of significant deficiencies in 0 financial report level Number of significant deficiencies in 0 non-financial report level Number of important deficiencies in 0 financial report level Number of important deficiencies in non- 0 financial report level 2. Audit report or assurance report on internal control √ Applicable □ Not applicable 70 Zhejiang Sanhua Intelligent Controls Co., Ltd. 2023 Annual Report Deliberation Opinion Paragraph in Internal Control Audit Report We believe that the Company maintained effective internal control over financial reporting in all material aspects as of December 31st 2023 in accordance with the Basic Standard for Enterprise Internal Control and other related regulations. Disclosure of internal control audit report Disclose Disclosure date of the full text of the auditor’s report on April 30, 2024 internal control 2023 Internal Control Audit Report Disclosure index of full text of internal control audit report (ww.cninfo.com.cn) Internal control audit opinion Standard unqualified audit opinion Whether there is material weakness of non-financial report No Whether the accounting firm issued an internal control audit report with a non-standard opinion □Yes √No Whether the internal control audit report issued by the accounting firm is consistent with the self-evaluation report of the board of directors √Yes □No XV. Governance problem rectification of the Company According to self-examination, the Company has no material violations affecting the level of corporate governance. The Company has established a relatively complete and reasonable corporate governance structure and internal control system in accordance with the Company Law, Securities Law, Guidelines for Governance of Listed Companies and other relevant laws and regulations. However, with the continuous development of the Company's business scale and the changes of external macroeconomic and market environment, the Company needs to further improve its internal control system, continue to strengthen its own construction, effectively improve the Company's standardized operation level and the effectiveness of corporate governance. The Company will continuously improve the governance quality by improving the abilities of scientific decisions making, stable operation, and standardize development. 71 Zhejiang Sanhua Intelligent Controls Co., Ltd. 2023 Annual Report Section V Environmental and Social Responsibility I. Material environmental issues Whether the Company or the Company’s subsidiaries are critical pollutant enterprises disclosed by National Environmental Protection Department √Yes □No Environmental protection related policies and industry standards During the reporting period, the Company strictly adhered to national environmental protection related laws and regulations in its daily production and operation, such as the Environmental Protection Law, the Air Pollution Prevention and Control Law, the Water Pollution Prevention and Control Law, the Solid Waste Pollution Environmental Prevention and Control Law, the Environmental Noise Pollution Prevention and Control Law, the Soil Pollution Prevention and Control Law, the Environmental Impact Assessment Law, etc. The Company strictly implements national environmental protection related industry standards, such as the Electroplating Pollutant Discharge Standard (GB2190-2008), Comprehensive Air Pollutant Discharge Standard (GB16297-1996), Comprehensive Wastewater Discharge Standard (GB8978-1996), Emission Standard for Air Pollutants from Boilers (GB13271-2014), Emission Standard for Pollutants in the Synthetic Resin Industry (GB31572-2015), Unorganized Emission Control Standard for volatile organic compounds (GB37822-2019), the Electroplating Water Pollutant Discharge Standard (DB33/2260-2020) in Zhejiang Province and Indirect Emission Limits of Nitrogen and Phosphorus Pollutants in Industrial Enterprise Wastewater (DB33/887-2013), and Emission Standard for Environmental Noise at the Boundary of Industrial Enterprises (GB 12348-2008). Administrative permits for environmental protection 1. Since 2010, the Company has invested in the construction of Meizhu Sanhua Industrial Estate in Xinchang County, and has obtained 25 EIA permits. All the projects have passed. In October 2023, the Company completed the reapplication of the national version of the pollution discharge permit 2. Zhejiang Sanhua Commercial Refrigeration Co., Ltd. obtained the environmental impact assessment approval in 2018, obtained the pollution discharge permit in January 2022, officially started production in September 2022, and completed the environmental protection "three simultaneities" check and accept in October 2022. At present, the Company is operating normally, and all three waste emissions have met the national emission standards. Industry emission standards and specific situations of pollutant emissions involved in production and business activities Main Name of pollutant main Name of s and pollutant Distribut Emissio Emissio Compan Number Total Approve Over types of s and Emissio ion of n n y or of emission d total standard character character n mode emission concentr standard subsidiar outlets s emission emission istic istic outlets ation s y pollutant pollutant s s Zhejiang The Not Waste Sewer ≦ 62.386 T Sanhua COD 1 North limitatio 43.27T exceedin water system 500mg/L /year Intellige n of g the 72 Zhejiang Sanhua Intelligent Controls Co., Ltd. 2023 Annual Report nt COD in standard Controls GB8978 Co., Ltd. -1996 Integrate d Wastewa ter Emissio n Standar d is 500mg / L The limitatio n listed in DB33/8 87-2013 Indirect Emissio Zhejiang n Limits Sanhua Not Ammoni of Intellige Waste Sewer ≦ 6.262 T exceedin a 1 North Nitrogen 4.33T nt water system 35mg/L /year g the Nitrogen and Controls standard Phospho Co., Ltd rus Pollutan ts from Industri al Wastewa ter is 35mg / L The limitatio n listed in GB1327 Zhejiang 1-2014 Sanhua Emissio 0.137T Not ≦ Intellige Waste Direct n based on 2.15 T exceedin SO2 1 North 50mg/m nt gas emission Standard the test /year g the 3 Controls of Air report standard Co., Ltd Pollutant s for Boilers is 50mg/m 3 Accordi Zhejiang ng to the Sanhua low 0.92T Not ≦ Intellige Waste Nitrogen Direct Nitrogen based on 10.06 T exceedin 1 North 50mg/m nt gas Oxide emission emission the test /year g the 3 Controls requirem report standard Co., Ltd ents of local 73 Zhejiang Sanhua Intelligent Controls Co., Ltd. 2023 Annual Report governm ent, the limit value of gas-fired boiler is 50mg / m3 Zhejiang The Sanhua limitatio Not Commer n from Waste Sewer ≦ 20.73 T exceedin cial COD 1 South GB8979 17.83T water system 500mg/l /year g the Refriger -1996 is standard ation Co. 500mg / Ltd L Zhejiang The Sanhua limitatio Not Commer Waste Total Sewer ≦ n from exceedin cial 1 South 0.178T / water Copper system 2.0mg/l GB8979 g the Refriger -1996 is standard ation Co. 2.0mg/l Ltd Treatment of pollutants Adhering to the advanced management concept, the Company takes "developing energy-saving and low- carbon economy, creating a green quality environment" as its own responsibility, constantly surpasses, and becomes an important creator and contributor of human green quality living environment with limited resources and unlimited wisdom. 1. In terms of waste water treatment, the Company responded to the construction of "five water treatment", "eliminating inferior V-type water" and "zero direct discharge of sewage" in the whole province. The Company renovated the rainwater and sewage outlets in the factory area, implemented the separation of rainwater and sewage, and installed cut-off valves and video monitoring equipment at the Company's rainwater discharge outlets, and collected and treated the early rainwater. There are two wastewater treatment stations in the factory. The sewage treatment stations have been equipped with standardized sewage outlets and set up discharge outlet signs. Online monitoring device, solenoid valve flowmeter and card swiping sewage system are installed at the discharge outlet, which has been connected with the environmental protection department. The monitoring indicators include PH, COD, total Copper, total Zinc, total Chromium, total Nickel and flow. Wastewater treatment: The Company has entrusted a third-party professional treatment unit for treatment. The discharge indicators of the Company's internal control wastewater are stricter than the environmental discharge standard. The final treated wastewater is discharged into the sewage collection pipe network of the industrial zone and sent to Shengxin sewage treatment plant for retreatment. 2. Waste gas treatment: The Company has acid pickling, electroplating waste gas, welding dust and other waste gas. All kinds of waste gas discharge cylinders are equipped with corresponding waste gas treatment devices. The acid pickling and electroplating waste gas absorption and treatment tower is installed with automatic dosing system, and the waste gas is discharged to air after treatment. At the same time, in order to win the blue- sky defense activity, the Company carried out low Nitrogen emission transformation of the Company's gas boilers in accordance with the requirements of relevant official departments in 2019. In 2021, the transformation and upgrading of VOCs treatment facilities in industrial enterprises have been implemented. At the same time, the process has been improved, and the water cleaning is used to replace the organic solvent cleaning, so as to reduce the generation of VOCs. In 2022, the Company carried out an upgrade and 74 Zhejiang Sanhua Intelligent Controls Co., Ltd. 2023 Annual Report transformation of diesel-powered mobile source emissions, upgrading from the original National II emission standard to National IV, greatly reducing particulate matter emissions. In 2023, the Company passed the B- level acceptance check of air pollution prevention and control performance for key industry enterprises in Zhejiang Province. 3. Solid waste and soil treatment (groundwater): all kinds of hazardous waste of the Company are entrusted to the third qualified party for disposal, the general solid waste with utilization value is recycled, the domestic waste is cleared and transported by the environmental sanitation station, and the construction waste is cleaned and transported by the construction unit. In July 2020, the Company became one of the first "waste free factories" in Shaoxing. The Company commissioned a third-party testing agency to conduct soil and groundwater testing in 2022, and no contamination was found. In 2023, the Company is no longer listed as a key regulatory unit for soil pollution. Zhejiang Sanhua Commercial Refrigeration Co., Ltd passed the "Zero Waste Factory" examination in Shaoxing City in 2023 4. Noise control: The Company's existing main noise is workshop production noise, air compressor room, waste gas and waste water treatment equipment noise. Equipment layout is reasonable, and trees are planted around the workshop. Noise at factory meets the standard. 5. The "three wastes" pollution control facilities of the Company are in normal and stable operation. The pollutants are discharged based on the standard, and there is no environmental pollution event. Emergency Response Plan 1. The Company re-prepared the Emergency Response Plan in August 2023, and filed with Xinchang Environmental Protection Bureau on August 30, 2023 (Record No. 330624-2023-40-M). 2. In order to manage environmental emergencies and reduce the environmental hazards caused by sudden environmental pollution accidents, Zhejiang Sanhua Commercial Refrigeration Co., Ltd compiled Emergency Response Plan for Environmental Pollution Accidents of Zhejiang Sanhua Commercial Refrigeration Co., Ltd (simplified version) in July 2022, which was filed with Xinchang Branch of Shaoxing Ecological Environment Bureau on September 27, 2022 (Record No. 3306242022-51-L). Environmental self-monitoring program The Company formulated Self-monitoring Scheme of Zhejiang Sanhua Intelligent Control Co., Ltd. according to the requirements of the superior environmental protection department, combined with the actual production situation and the actual needs of environmental management of the Company. The sewage station of the Company is equipped with a laboratory, and the detection is conducted by a specially assigned person. On line automatic monitoring equipment such as PH, COD, TOC, total Copper, total Zinc, total Chromium, total Nickel, flow rate etc. are installed at the Company's total wastewater discharge outlet, so as to achieve the combination of automatic monitoring and manual testing. For the pollution factors such as suspended matters, total Phosphorus, Ammonia Nitrogen, total Iron and Petroleum, the Company entrusts a third-party testing agency to carry out regular monitoring. The monitoring results are published regularly on the enterprise self-monitoring information disclosure platform of Zhejiang Province. Zhejiang Sanhua Commercial Refrigeration Co., Ltd has good pollutant emission monitoring and management ability, and can timely inform the environmental protection administrative department and the public of the monitoring information. According to the actual production situation and the actual needs of environmental management, the environmental protection laboratory of wastewater treatment station is set up, and the detection is carried out by specially assigned person daily. On line automatic monitoring equipment such as PH, COD, TOC, total copper and flow rate are installed at the total wastewater discharge outlet of the Company. The combination of automatic monitoring and manual testing effectively ensures the timeliness and effectiveness of monitoring. At 75 Zhejiang Sanhua Intelligent Controls Co., Ltd. 2023 Annual Report the same time, a third-party testing Company is entrusted to carry out regular monitoring. The monitoring results are published regularly on the enterprise self-monitoring information disclosure platform of Zhejiang Province. Investment in environmental governance and protection and payment of environmental protection taxes During the reporting period, the Company's environmental governance, investment, and payment of environmental protection tax amounted to 28.8332 million yuan. Measures and effects in reducing carbon emissions during the reporting period √ Applicable □ Not applicable There are direct greenhouse gas emissions from the use of natural gas, gasoline, and diesel fuel, as well as indirect greenhouse gas emissions from purchased electricity in the Company's production and operations. In this regard, the Company is committed to energy saving and emission reduction practices, as well as continues to innovate green product technologies to ensure effective use of resources and improve operational efficiency. As of the end of the reporting period, the Company had prepared and issued the Energy Management Measures, Gas and Liquid Management Measures, Compressed Air Use Inspection and Reward & Penalty Management Regulations, Trial Management Measures for Compressed Air Cost Reduction, Water Conservation System, and other management systems relating to resource conservation. By regularly checking usage, we aim to minimize the consumption of water, electricity, fuel, and other resources, and actively assist society in energy conservation and emission reduction while optimizing our own energy resource costs. At the same time, the Company has always adhered to the business philosophy of energy saving and environmental protection, constantly innovating products and technologies, and is committed to promoting the green and low-carbon development of the industry. 1. Low carbon design: Introduce low-carbon thinking from the design and development stage, follow the low-carbon management throughout the product lifecycle, and prioritize the selection of low-carbon raw materials (including but not limited to hydroelectric smelting of metals, recycled metals, etc.), recyclable materials, and miniaturized design while ensuring technical requirements. 2. Optimize the energy structure: In order to achieve the goals of clean energy and higher resource utilization efficiency, distributed photovoltaics are widely used in industrial areas to replace the original purchased electricity and adopt waste heat recovery technology. Simultaneously increasing the purchasing methods of green electricity. On the other hand, the energy storage system in the production park can comprehensively take advantage of peak and valley electricity, which improves the efficiency of distributed photovoltaic utilization. 3. Accurate control of energy efficiency: The Company continues to promote the application of smart energy IOT platform, and effectively controls the use efficiency of all energy within the scope through real-time display of digital information, traceability, technical transformation and energy conservation and consumption reduction analysis. 4. Promote green technology: The Company reduces energy consumption and improves energy efficiency through the improvement of manufacturing and technological process. Reduce energy consumption and carbon emission by troubleshooting of air leakage point of compressed air pipeline of equipment, upgrading and transformation of air compressor, emission reduction of triple supply and nitrogen recycling. 76 Zhejiang Sanhua Intelligent Controls Co., Ltd. 2023 Annual Report 5. Strengthen green cooperation: In order to reduce the energy consumption required for liquefaction during the transportation of oxygen and nitrogen, and reduce the impact on climate, the company has replaced the method of purchasing liquid oxygen and nitrogen with self-made oxygen and nitrogen. 6. Complete green products: In order to significantly reduce carbon emissions during the use of terminal products and promote green and low-carbon development in the industry, the Company has developed a series of low-carbon key core components, such as electronic expansion valves, inverter controllers, and microchannel products. 7. Production layout: Sanhua adheres to the concept of "wherever customers are, Sanhua is there" By setting up factories nearby, we not only serve customers but also reduce carbon emissions in transportation. We have established production bases in Mexico, Poland, Vietnam, Thailand, India, Hangzhou, Wuhu, Zhongshan, and other areas. At the same time, as the world's largest refrigeration control component manufacturer and a leading global manufacturer of thermal management system control components for new energy vehicles, the Company fully grasps the business opportunities brought by the global intelligent energy-saving and environmentally friendly home appliances and development of the global new energy vehicle industry, actively explores green and efficient refrigeration technology, and continues to bring professional and green product solutions to the industry. Administrative penalties due to environmental issues during the reporting period Not applicable Other environmental information that should be disclosed Not applicable Other environmental information Not applicable II. Social responsibility Please refer to the 2023 Environmental, Social, and Governance (ESG) Report on CNINFO (http://www.cninfo.com.cn) for details. III. Achievements of poverty alleviation and rural revitalization Not applicable 77 Zhejiang Sanhua Intelligent Controls Co., Ltd. 2023 Annual Report Section VI Significant Events I. Performance of commitments 1. Complete and incomplete commitments of the Company and its actual controller, shareholders, related parties, acquirers, and other related parties for the commitments by the end of the reporting period. √ Applicable □ Not applicable Date of Term of Commitment Perform Commitments Nature Details of commitments commitment commitme party ance s nts When the number of shares sold through listing and trading in Zhang Yabo, Shenzhen Stock Exchange Commitment Until the controlling reaches 1% of the total number Strict from Other November commitme shareholder of shares of the Company, it perform reformation of commitment 21, 2005 nt is Sanhua Holding shall make an announcement ance shareholding fulfilled Group Co., Ltd. within two working days from the date of the occurrence of the fact. Zhang Daocai and Sanhua Commitment holding group, the controlling Zhang Daocai, on horizontal shareholder of the Company, controlling competition, Strict promise that there will not be January 5, shareholder related party Long term perform any competition with Sanhua 2009 Sanhua Holding transactions and ance intelligent controls in the Group Co., Ltd. capital business scope being or already occupation carried out in the future. Sanhua Holding Group promises: after the completion of this transaction, Sanhua Holding Group and Sanhua intelligent controls will sign an agreement according to law, perform legal procedures, fulfill Commitments the obligation of information from assets disclosure and handle reorganization Commitment significant matters for approval Zhang Daocai, on horizontal in accordance with relevant controlling competition, laws, regulations, and articles of Strict January 5, shareholder related party association of Sanhua intelligent Long term perform 2009 Sanhua Holding transactions and controls. In the process of ance Group Co., Ltd. capital implementation of related party occupation transactions, we will follow the principle of legality and reasonableness, ensure the fairness of prices and procedures, and make certain that the legitimate interests of Sanhua intelligent controls and other shareholders will not be damaged through related party transactions. 78 Zhejiang Sanhua Intelligent Controls Co., Ltd. 2023 Annual Report In order to avoid horizontal competition with Sanhua intelligent controls, Zhang Daocai, Zhang Yabo, Zhang Shaobo, Sanhua Holding Group the controlling shareholder of the Company, and Sanhua Lvneng Industry, the trading partner made the following commitments: 1. I (or the Company) will not directly or indirectly engage in or participate in the business that constitutes potential direct or indirect competition with Sanhua Intelligent Controls and its subordinate enterprises; guarantee that legal and effective measures shall be taken to urge other enterprises controlled by me (or the Company) not to engage in or participate in any business competing with Sanhua Intelligent Controls and its subordinate enterprises. 2. If Sanhua Intelligent Controls Zhang Daocai, further expands its business Zhang Yabo, scope, I (or the Company) and other controlled enterprises will Zhang Shaobo, Commitment not compete with Sanhua controlling on horizontal Intelligent Controls' expanded shareholder competition, business; if it is possible to Strict July 24, Sanhua Holding related party compete with Sanhua Intelligent Long term perform Controls' business after 2015 Group Co., transactions and ance Ltd., Zhejiang capital expansion, I (or the Company) and other controlled enterprises Sanhua Lvneng occupation will withdraw from Sanhua Industrial Intelligent Controls in the Group Co., Ltd. following ways of competition: A. Stop the businesses that compete or may compete with Sanhua Intelligent Controls; B. Inject the competitive business into Sanhua Intelligent Controls; C. Transfer the competitive business to an unrelated third party. 3. If I (or the Company) and other enterprises controlled by me (or the Company) have any business opportunities to engage in and participate in any activities that may compete with Sanhua Intelligent Controls' business operation, they shall immediately inform Sanhua Intelligent Controls of the above business opportunities. If Sanhua Intelligent Controls makes an affirmative reply to take advantage of the business opportunity within a reasonable period specified in the notice, it shall do its best to give the business opportunity to Sanhua Intelligent Controls. 79 Zhejiang Sanhua Intelligent Controls Co., Ltd. 2023 Annual Report 4. In case of breach of the above commitment, I (or the Company) is willing to bear all responsibilities arising therefrom and fully compensate all direct or indirect losses caused to Sanhua Intelligent Controls. In order to standardize the related party transactions with Sanhua Intelligent Controls, Zhang Daocai, Zhang Yabo, Zhang Shaobo, Sanhua Holding Group the controlling shareholder of the Company and Sanhua Lvneng Industrial the trading partner made the following commitments: 1. I (or the Company) and the controlled enterprises will reduce the related party transactions with Sanhua intelligent controls as far as possible, and will not use their own status as shareholders of Sanhua intelligent controls to seek for superior rights in terms of business cooperation and other aspects compared with other third parties; Zhang Daocai, 2. I (or the Company) will not Zhang Yabo, take advantage of the right to enter into a transaction with Zhang Shaobo, Commitment Sanhua intellectual controls controlling on horizontal using the position as a shareholder competition, shareholder. Strict July 24, Sanhua Holding related party 3. If there are necessary and Long term perform 2015 Group Co., transactions and unavoidable related party ance Ltd., Zhejiang capital transactions, I (or the Company) Sanhua Lvneng occupation and the controlled enterprises Industrial will sign agreements with Group Co., Ltd. Sanhua intelligent controls in accordance with the principles of fairness, follow legal procedures, and perform the information disclosure obligations in accordance with the requirements of relevant laws, regulatory documents and the articles of association. It shall also perform relevant internal decision-making and approval procedures to ensure that it will not conduct transactions with Sanhua intelligent controls on terms that are obviously unfair compared with the market price, and will not use such transactions to engage in any behavior that damages the legitimate rights 80 Zhejiang Sanhua Intelligent Controls Co., Ltd. 2023 Annual Report and interests of Sanhua intelligent controls and other shareholders. Zhang Daocai, Zhang Yabo, Zhang Shaobo and Sanhua holding Group, the controlling shareholder of the Company, made the following commitments: after the completion of the transaction, Sanhua intelligent controls will Zhang Daocai, continue to improve the Zhang Yabo, corporate governance structure Zhang Shaobo, Strict Other and independent operation of July 24, controlling Long term perform Commitment the Company management 2015 shareholder ance system in accordance with the Sanhua Holding requirements of relevant laws Group Co., Ltd. and regulations and the articles of Association, and continue to maintain the independence of Sanhua intelligent controls in business, assets, finance, institutions, personnel, etc. to protect the interests of all shareholders. 1. I (or the Company) and the controlled enterprises will reduce the related party transactions with Sanhua intelligent controls as far as possible, and will not use the position as a shareholder of Sanhua intellectual controls to seek the superior rights for business cooperation with Sanhua intelligent controls compared with other third parties; Zhang Daocai, 2. I (or the Company) will not Zhang Yabo, use my position as a shareholder Zhang Shaobo, Commitment of Sanhua intellectual controls controlling on horizontal to seek for the priority right to shareholder competition, cooperate with Sanhua Strict intellectual controls; September Sanhua Holding related party Long term perform 3. If there are necessary and 18, 2017 Group Co., transactions and ance Ltd., Zhejiang capital unavoidable related party Sanhua Lvneng occupation transactions, I (or the Company) Industrial and the controlled enterprises Group Co., Ltd. will sign agreements with Sanhua intelligent controls in accordance with the principles of fairness, follow legal procedures, and perform the information disclosure obligations in accordance with the requirements of relevant laws, regulatory documents and the articles of association. It shall also perform relevant internal decision-making and 81 Zhejiang Sanhua Intelligent Controls Co., Ltd. 2023 Annual Report approval procedures to ensure that it will not conduct transactions with Sanhua intelligent controls on terms that are obviously unfair compared with the market price, and will not use such transactions to engage in any behavior that damages the legitimate rights and interests of Sanhua intelligent controls and other shareholders. 1. I (or the Company) will not directly or indirectly engage in or participate in any business that may constitute potential direct or indirect competition with Sanhua intelligent controls and its subordinate enterprises; guaranteed that legal and effective measures will be taken to urge other enterprises controlled by me (or the Company) not to engage in or participate in any business that is competitive with Sanhua intelligent controls and its subordinate enterprises Business. 2. If Sanhua intelligent controls further expands its business scope, I (or the Company) and Zhang Daocai, other enterprises controlled by Zhang Yabo, me (or the Company) will not compete with Sanhua intelligent Zhang Shaobo, Commitment controls' expanded business; if it controlling on horizontal is possible to compete with shareholder competition, Sanhua intelligent controls' Strict September Sanhua Holding related party business after expansion, I (or Long term perform the Company) and other 18, 2017 Group Co., transactions and ance Ltd., Zhejiang capital enterprises controlled by me (or the Company) will withdraw Sanhua Lvneng occupation from Sanhua intelligent controls Industrial in the following ways of Group Co., Ltd. competition: A. stop the businesses that compete or may compete with Sanhua intelligent controls; B. inject the competitive business into Sanhua intelligent controls; C. transfer the competitive business to an unrelated third party. 3. If I (or the Company) and other enterprises controlled by me (or the Company) have any business opportunities to engage in and participate in any activities that may compete with Sanhua intelligent controls' business operation, they shall immediately inform Sanhua intelligent controls of the above business opportunities. If Sanhua intelligent controls 82 Zhejiang Sanhua Intelligent Controls Co., Ltd. 2023 Annual Report makes an affirmative reply to take advantage of the business opportunity within a reasonable period specified in the notice, it shall do its best to give the business opportunity to Sanhua intelligent controls. 4. In case of breach of the above commitment, I (or the Company) is willing to bear all responsibilities arising therefrom and fully compensate all direct or indirect losses caused to Sanhua intelligent controls. After the completion of the transaction, the listed Company will continue to improve the Zhang Daocai, corporate governance structure Zhang Yabo, and independent operation of Zhang Shaobo, the Company management controlling system in accordance with the shareholder Strict Other requirements of relevant laws September Sanhua Holding Long term perform commitment and regulations and the articles 18, 2017 Group Co., ance of association, continue to Ltd., Zhejiang maintain the independence of Sanhua Lvneng the listed Company in business, Industrial assets, finance, institutions, Group Co., Ltd. personnel and other aspects, and effectively protect the interests of all shareholders. The commitment made at the time of IPO, it shall not engage in the same production, operation or business as the Commitment Company in the future. In order Commitment Zhang Daocai, on horizontal to avoid business competition with the Company and clarify made during controlling competition, Strict the non-competition initial public shareholder related party obligations, Sanhua Holding June 7 2005 Long term perform offering or Sanhua Holding transactions and Group, on behalf of itself and its ance refinancing Group Co., Ltd. capital subsidiaries with more than 50% occupation equity, makes a commitment to Sanhua intelligent controls to avoid possible horizontal competition. The controlling shareholders of the listed Other Company commitments Sanhua Holding Will not actively reduce Strict made to Group Co., Other holdings of the Company's August 18, 18 months perform minority Ltd., Zhejiang commitment shares within eighteen months 2022 ance shareholders of Sanhua Lvneng from August 18, 2022. the Company Industrial Group Co., Ltd., and Mr. Zhang Yabo Are the Yes 83 Zhejiang Sanhua Intelligent Controls Co., Ltd. 2023 Annual Report commitments fulfilled on time 2. If there is a profit forecast for the Company's assets or projects, and the reporting period is still in the profit forecast period, the Company shall explain the reasons for the assets or projects reaching the original profit forecast □ Applicable √ Not applicable II. The Company’s funds used by the controlling shareholder or its related parties for non- operating purposes. □ Applicable √ Not applicable No such case during the reporting period. III. Illegal external guarantee □ Applicable √ Not applicable No illegal external guarantees during the reporting period. IV. Explanation Given by the Board of Directors Regarding the “Non-standard Auditor’s Report” Issued by the CPA Firm for the Reporting Period □ Applicable √ Not applicable V. Explanation Given by the Board of Directors, Board of Supervisors and Independent Directors (if any) Regarding the “Non-standard Auditor’s Report” Issued by the CPA Firm for the Reporting Period □ Applicable √ Not applicable VI. For changes in accounting policies, accounting estimates and accounting methods as compared to the financial report for the prior year √Applicable □ Not applicable Accounting policy changes caused by changes in corporate accounting standards Starting from January 1, 2023, the Company implemented the Accounting Standards for Enterprises Interpretation No. 16 issued by the Ministry of Finance, which stipulates that deferred income tax related to assets and liabilities arising from individual transactions is not subject to the accounting treatment of initial recognition exemption. This change in accounting policy has no impact on the Company's financial statements. VII. Explanation for changes in scope of the consolidated financial statements as compared to the financial report for the prior year √ Applicable □ Not applicable 84 Zhejiang Sanhua Intelligent Controls Co., Ltd. 2023 Annual Report 1. Increase in consolidation scope Proportion of Equity acquisition Date of equity Capital Name capital method acquisition contribution contribution Guangdong Sanhua New Energy Vehicle Parts Co., Investment and 2023-02-17 183,712,500.00 100% Ltd. establishment Investment and Shenyang Sanhua New Energy Vehicle Parts Co., Ltd. establishment 2023-03-08 17,000,000.00 100% Investment and Hangzhou Sanhua Intelligent Equipment Co., Ltd. establishment 2023-01-03 24,000,000.00 100% SANHUA SINGAPORE AUTOMOTIVE Investment and establishment 2023-11-20 0.00 100% INVESTMENT PTE LTD. Investment and Minth Sanhua Auto Parts Poland Sp. Zoo. establishment 2023-01-24 5000 PLN 100% Investment and LEADERWAY COAHUILA, S.DE R.L.DE C.V. establishment 2023-10-01 10,000 MXN 100% Investment and 100 million SANHUA INDUSTRY (THAILAND) CO., LTD. establishment 2023-01-31 100% THB 2. Reduction in consolidation scope Net profit from Equity disposal Date of equity Net assets on the beginning of Name method disposal disposal date the period to the date of disposal Liquidation and Suzhou Xinzhi Automotive Parts Co., Ltd 2023-01-13 0.00 1,631.39 cancellation VIII. Engagement and disengagement of the CPA firm CPA firm engaged at present Name of the domestic CPA firm Pan-China Certified Public Accountants LLP. Remuneration of domestic accounting firms (in 10,000 yuan) 318 Consecutive years of the audit service provided by the domestic 23 CPA firm Name of the certified public accountants from the domestic CPA Luo Xunchao, Zhang Xin firm Consecutive years of the audit service provided by the certified Luo Xunchao has been in service for 5 consecutive years public accountants from the domestic CPA firm Zhang Xin has been in service for 3 consecutive years Whether the CPA firm was changed in the current period □ Yes √ No Engagement of internal control audit CPA firm, financial advisor or sponsor √Applicable □Not applicable During the reporting period, the Company engaged Pan-China Certified Public Accountants LLP. as its internal control audit accounting firm, with an internal control audit fee of 212,000 yuan. 85 Zhejiang Sanhua Intelligent Controls Co., Ltd. 2023 Annual Report IX. Listing suspension and termination after disclosure of this annual report □ Applicable √ Not applicable X. Bankruptcy and Restructuring □ Applicable √ Not applicable No such case during the reporting period. XI. Material Litigation and Arbitration □ Applicable √ Not applicable No such case during the reporting period. XII. Punishments and Rectifications □ Applicable √ Not applicable No such case during the reporting period. XIII. Integrity of the Company and Its Controlling Shareholders and Actual Controllers □ Applicable √ Not applicable XIV. Significant Related-party Transaction 1. Related-party transactions arising from routine operation □Applicable √Not applicable No such case in the reporting period. 2. Related-party transactions regarding purchase and disposal of assets or equity □Applicable √Not applicable No such case in the reporting period. 3. Significant related-party transactions arising from joint investments on external parties □Applicable √Not applicable No such case in the reporting period. 4. Related credit and debt transactions □ Applicable √Not applicable No such case in the reporting period. 86 Zhejiang Sanhua Intelligent Controls Co., Ltd. 2023 Annual Report 5. Transactions with related financial companies □ Applicable √Not applicable No such case in the reporting period. 6. Transactions between financial companies controlled by the Company and related parties □ Applicable √Not applicable No such case in the reporting period. 7. Other significant related party transactions □ Applicable √Not applicable No such case in the reporting period. XV. Significant Contracts and Execution 1. Matters on trusteeship, contracting, and leasing (1)Trusteeship □ Applicable √ Not applicable No such case in the reporting period. (2)Contracting □ Applicable √ Not applicable No such case in the reporting period. (3)Leasing √Applicable □ Not applicable Illustration of lease For details of related information about leasing, please refer to “Section X financial report”. Items with profit and loss exceeding 10% of the total profit of the Company in the report period □ Applicable √ Not applicable During the reporting period, there is no leasing project with profit and loss of more than 10% of the total profit of the Company during the reporting period. 2. Significant guarantees √Applicable □ Not applicable Unit: RMB in 10 thousand 87 Zhejiang Sanhua Intelligent Controls Co., Ltd. 2023 Annual Report External Guarantees from the Company and its Subsidiaries (Excluding Guarantees to the Subsidiaries) Announc ement Guarante Date of Actual Guarant Guarante Actual Type of Counter Term of e for Disclosu Guarante Collatera Due or eed e Occurre Guarante guarante Guarante Related re of the e l (if any) not Party Amount nce Date e e (if any) e Parties Guarante Amount or Not e Amount Company's Guarantees to Subsidiaries Announc ement Guarante Date of Actual Guarant Guarante Actual Type of Counter Term of e for Disclosu Guarante Collatera Due or eed e Occurre Guarante guarante Guarante Related re of the e l (if any) not Party Amount nce Date e e (if any) e Parties Guarante Amount or Not e Amount Sanhua AWEC O Joint 2022.04. Electrica March April 1, liability 01- l 5,000 3,816.17 Yes Yes 25, 2022 2022 guarante 2023.04. Equipme e 01 nt (Wuhu) Co., Ltd. SANHU A INTER Joint 2022.05. NATIO March May 10, liability 10- NAL 230,000 3,929.6 Yes Yes 25, 2022 2022 guarante 2023.05. SINGAP e 10 ORE PTE. LTD. SANHU A INTER Joint 2022.11. NATIO Novemb August liability 11- NAL 240,000 er 11, 7,859.2 Yes Yes 13, 2022 guarante 2023.5.1 SINGAP 2022 e 0 ORE PTE. LTD. SANHU A INTER Joint 2022.05. NATIO March May 23, liability 23- NAL 230,000 5,666.16 Yes Yes 25, 2022 2022 guarante 2023.05. SINGAP e 23 ORE PTE. LTD. 88 Zhejiang Sanhua Intelligent Controls Co., Ltd. 2023 Annual Report SANHU A Joint 2022.06. INTER March June 17, 10,624.0 liability 17- 50,000 Yes Yes NATIO 25, 2022 2022 5 guarante 2023.06. NAL, e 09 INC. SANHU A INTER Joint NATIO Septemb 2022.9.5 August liability NAL 240,000 er 5, 7,859.2 - Yes Yes 13, 2022 guarante SINGAP 2022 2023.9.4 e ORE PTE. LTD. SANHU A Joint Septemb 2022.9.9 INTER August liability 95,000 er 9, 4,249.62 - Yes Yes NATIO 13, 2022 guarante 2022 2023.9.8 NAL, e INC. SANHU A INTER Joint 2022.10. NATIO August October 10,216.9 liability 19- NAL 240,000 Yes Yes 13, 2022 19, 2022 6 guarante 2023.10. SINGAP e 18 ORE PTE. LTD. SANHU A INTER Joint 2022.10. NATIO August October liability 21- NAL 240,000 5,501.44 Yes Yes 13, 2022 21, 2022 guarante 2023.10. SINGAP e 20 ORE PTE. LTD. SANHU A INTER Joint 2022.10. NATIO August October liability 21- NAL 240,000 5,501.44 Yes Yes 13, 2022 21, 2022 guarante 2023.10. SINGAP e 20 ORE PTE. LTD. SANHU A INTER Joint 2022.10. NATIO August October liability 26- NAL 240,000 4,715.52 Yes Yes 13, 2022 26, 2022 guarante 2023.10. SINGAP e 25 ORE PTE. LTD. 89 Zhejiang Sanhua Intelligent Controls Co., Ltd. 2023 Annual Report SANHU A INTER Joint 2022.11. NATIO Novemb August liability 21- NAL 240,000 er 21, 7,859.2 Yes Yes 13, 2022 guarante 2023.11. SINGAP 2022 e 20 ORE PTE. LTD. SANHU A INTER Joint 2022.11. NATIO Novemb August liability 21- NAL 240,000 er 21, 7,082.7 Yes Yes 13, 2022 guarante 2023.11. SINGAP 2022 e 20 ORE PTE. LTD. SANHU A INTER Joint 2022.11. NATIO Novemb August liability 25- NAL 240,000 er 25, 14,165.4 Yes Yes 13, 2022 guarante 2023.11. SINGAP 2022 e 24 ORE PTE. LTD. SANHU A INTER Joint 2022.12. NATIO Decemb August liability 20- NAL 240,000 er 20, 7,082.7 Yes Yes 13, 2022 guarante 2023.12. SINGAP 2022 e 19 ORE PTE. LTD. SANHU A INTER Joint 2023.5.2 NATIO April 29, May 23, liability 3- NAL 340,000 5,666.16 Yes Yes 2023 2023 guarante 2024.5.2 SINGAP e 2 ORE PTE. LTD. SANHU A INTER Joint 2023.5.2 NATIO April 29, May 22, liability 2- NAL 340,000 7,082.7 Yes Yes 2023 2023 guarante 2024.5.2 SINGAP e 1 ORE PTE. LTD. SANHU Joint 2023.5.1 April 29, May 19, A 340,000 14,165.4 liability 9- Yes Yes 2023 2023 INTER guarante 2024.5.1 90 Zhejiang Sanhua Intelligent Controls Co., Ltd. 2023 Annual Report NATIO e 8 NAL SINGAP ORE PTE. LTD. SANHU A Joint Septemb 2023.9.8 INTER April 29, liability 95,000 er 8, 2,833.08 - No Yes NATIO 2023 guarante 2023 2024.9.6 NAL, e INC. SANHU A Joint 2023.9.1 Septemb INTER April 29, liability - 95,000 er 1, 1,416.54 No Yes NATIO 2023 guarante 2024.9.3 2023 NAL, e 0 INC. SANHU A INTER Joint NATIO 2023.5.1 April 29, May 11, liability NAL 340,000 2,124.81 1- No Yes 2023 2023 guarante SINGAP 2024.7.8 e ORE PTE. LTD. SANHU A INTER Joint 2023.3.2 NATIO August March liability 4- NAL 240,000 5,501.44 No Yes 13, 2022 24, 2023 guarante 2024.3.2 SINGAP e 3 ORE PTE. LTD. SANHU A INTER Joint NATIO 2023.5.4 April 29, May 4, liability NAL 340,000 3,143.68 - No Yes 2023 2023 guarante SINGAP 2024.5.3 e ORE PTE. LTD. SANHU A INTER Joint NATIO 2023.5.4 April 29, May 4, liability NAL 340,000 4,715.52 - No Yes 2023 2023 guarante SINGAP 2024.5.3 e ORE PTE. LTD. SANHU Joint 2023.5.1 April 29, May 11, A 340,000 3,929.6 liability 1- No Yes 2023 2023 INTER guarante 2024.5.1 91 Zhejiang Sanhua Intelligent Controls Co., Ltd. 2023 Annual Report NATIO e 0 NAL SINGAP ORE PTE. LTD. SANHU A INTER Joint 2023.5.2 NATIO April 29, May 22, 14,932.4 liability 2- NAL 340,000 No Yes 2023 2023 8 guarante 2024.5.2 SINGAP e 1 ORE PTE. LTD. SANHU A INTER Joint 2023.5.3 NATIO April 29, May 31, liability 1- NAL 340,000 7,859.2 No Yes 2023 2023 guarante 2024.5.3 SINGAP e 0 ORE PTE. LTD. SANHU A Joint 2023.6.9 INTER April 29, June 9, 10,624.0 liability 95,000 - No Yes NATIO 2023 2023 5 guarante 2024.6.5 NAL, e INC. SANHU A Joint 2023.8.2 INTER April 29, August liability 1- 240,000 14,165.4 No Yes NATIO 2023 21, 2023 guarante 2024.8.2 NAL, e 0 INC. SANHU A INTER Joint 2023.10. NATIO April 29, October liability 20- NAL 240,000 5,501.44 No Yes 2023 20, 2023 guarante 2024.10. SINGAP e 19 ORE PTE. LTD. SANHU A INTER Joint 2023.10. NATIO April 29, October liability 25- NAL 240,000 4,715.52 No Yes 2023 25, 2023 guarante 2024.10. SINGAP e 24 ORE PTE. LTD. SANHU Novemb Joint 2023.11. April 29, A 240,000 er 20, 7,859.2 liability 20- No Yes 2023 INTER 2023 guarante 2024.11. 92 Zhejiang Sanhua Intelligent Controls Co., Ltd. 2023 Annual Report NATIO e 19 NAL SINGAP ORE PTE. LTD. SANHU A INTER Joint 2023.11. NATIO Novemb April 29, liability 20- NAL 240,000 er 20, 7,082.7 No Yes 2023 guarante 2024.11. SINGAP 2023 e 19 ORE PTE. LTD. Guangd ong Sanhua New Joint Novemb Novemb 2023.11. Energy liability er 7, 500 er 29, 500 29- No Yes Automot guarante ive 2023 2023 2024.4.2 e Compon ents Co., Ltd SANHU A INTER Joint 2023.12. NATIO Decemb April 29, 10,216.9 liability 7- NAL 240,000 er 7, No Yes 2023 6 guarante 2024.12. SINGAP 2023 e 6 ORE PTE. LTD. Total Amount of Total Amount of Guarantees to Guarantees to Subsidiaries Subsidiaries Actually 550,500 134,035.88 Approved during the Occurred during the Reporting Period Reporting Period (B1) (B2) Total Amount of Total Balance of Guarantees to Guarantees Actually Subsidiaries Paid to Subsidiaries 550,500 107,121.62 Approved by the End at the End of the of the Reporting Reporting Period Period (B3) (B4) Subsidiaries' Guarantees to Subsidiaries Announc ement Guarante Date of Actual Guarant Guarante Actual Type of Counter Term of e for Disclosu Guarante Collatera Due or eed e Occurre Guarante guarante Guarante Related re of the e l (if any) not Party Amount nce Date e e (if any) e Parties Guarante Amount or Not e Amount 93 Zhejiang Sanhua Intelligent Controls Co., Ltd. 2023 Annual Report The total amount of the Company's guarantees (the total of the above three items) Total Amount of Total Amount of Guarantees Guarantees Actually Approved during the 550,500 Occurred during the 134,035.88 Reporting Period Reporting Period (A1+B1+C1) (A2+B2+C2) Total Amount of Total Balance of Guarantees Guarantees Actually Approved by the End 550,500 Paid at the End of the 107,121.62 of the Reporting Reporting Period Period (A3+B3+C3) (A4+B4+C4) Total Amount of Actual Guarantees (A4+B4+C4) as a Percentage of the 5.99% Company's Net Assets Of which: Balance of Debt Guarantees Directly or Indirectly Offered to Guaranteed Objects with 0 Asset-liability Ratio Exceeding 70% (E) Total Amount of the Above Three Guarantees 0 (D+E+F) 3. Entrusting others to manage cash assets (1) Entrusted financing √Applicable □ Not applicable Entrusted financing during the reporting period Unit: RMB in 10 thousand Accrued impairment Overdue Balance before amount of overdue Specific type Capital source Amount uncollected maturity unrecovered amount financial management Bank financial Own funds 13,000 products Total 13,000 Details of high-risk entrusted financial management with large single amount, low security or poor liquidity √Applicable □ Not applicable Unit: RMB in 10 thousand Refe Actu Actu Am Futu Eve renc al al ount re nt Thro Ty Dete e Exp profi reco of entr over A Ca Capi ugh pe St rmin annu ecte t very prov uste view Name Prod m pit tal legal of art End atio alize d and of ision d and of uct o al inve proc tru da date n of d retur loss profi for fina rele trustee type u sou stme edur ste te retur rate n (if in t imp ncial vant nt rce nt es or e n of any) the and airm man inde not retur repo loss ent age x (if n rting in (if men any) 94 Zhejiang Sanhua Intelligent Controls Co., Ltd. 2023 Annual Report peri the any) t od repo plan rting or peri not od 12- mont h matu rity RM Floa BNP B ting Paribas struc Ju inco (China) tured 5, O ne me Limited depo Shangh Ba 0 wn 16 June 13, with 17.7 17.7 sit Yes ai nk linke 0 fun , 2023 guar 4 4 Branch d to 0 ds 20 ante a 22 e of bask prin et of cipal custo mize d indic es JP Mor gan JP XRP Floa Morgan Inde ting Chase x Ju inco Bank (China) 100 5, O ne me Limited Ba % 0 wn 27 June 27, with 41.4 41.4 Yes Shangh nk Capit 0 fun , 2023 guar 5 5 ai al 0 ds 20 ante Branch Prote 22 e of cted prin Struc cipal tured Depo sit "Gal axy Jinsh an" Certi Floa ficat ting M es of inco China ar Inco 3, O me Galaxy Sec ch April me 0 wn with 4.00 Securiti urit 21 17, 3.62 3.62 Yes No. 0 fun guar % es Co. y , 2023 1345 0 ds ante Ltd. 20 9 e of 23 (Prin prin cipal cipal Prote cted Fixe d 95 Zhejiang Sanhua Intelligent Controls Co., Ltd. 2023 Annual Report Inco me Certi ficat es) 1 3, 62.8 Total 0 -- -- -- -- -- -- -- -- -- -- 1 0 0 The principal of entrusted financial management is expected uncollectible or there are other situations that may lead to impairment □ Applicable √ Not applicable (2) Entrusted loans □ Applicable √ Not applicable No such case in the reporting period. 4. Significant contracts in operation □ Applicable √ Not applicable No such case in the reporting period. XVI. Other Significant Events √Applicable □ Not applicable 1. Repurchase of company shares The 18th extraordinary meeting of the 7th Board of Directors, held on November 6, 2023, reviewed and approved the Proposal on Repurchase of Company Shares, agreeing that the Company will use its own funds to repurchase some of the company's shares through the secondary market by centralized bidding for subsequent implementation of equity incentives or employee shareholding plans. The total amount of funds for this repurchase shall not be less than RMB 200 million and shall not exceed RMB 400 million. The repurchase price shall not exceed RMB 36.00 per share, and the repurchase period shall be within 12 months from the date of approval of the repurchase plan by the Company's board of directors. For details, please refer to the relevant announcements disclosed by the company on the CNINFO. As of the end of the reporting period, the Company repurchased 702,900 shares through a dedicated stock repurchase securities account by centralized bidding trading, accounting for 0.0188% of the Company's current total share capital. The highest transaction price was 29.09 yuan/share, and the lowest transaction price was 28.01 yuan/share, with a total transaction amount of 19,990,058.81 yuan (excluding transaction fees). 2. Early redemption of "Sanhua Convertible Bonds" The 13th extraordinary meeting of the 7th Board of Directors held on July 7, 2023 reviewed and approved the proposal on early redemption of "Sanhua Convertible Bonds". Since conditional redemption clauses have been triggered, it agreed to the Company’s early redemption of convertible corporate bonds that have not been converted 96 Zhejiang Sanhua Intelligent Controls Co., Ltd. 2023 Annual Report into shares as of the redemption registration date (July 31, 2023). As of the close of market on July 31, 2023, a total of 37,663 unconverted bonds of "Sanhua Convertible Bonds" have been fully redeemed by the Company at a redemption price of 100.10 yuan per bond (including current accrued interest), with a total redemption payment of 3,770,066.30 yuan. Starting from August 9, 2023, "Sanhua Convertible Bonds" was delisted from the Shenzhen Stock Exchange. For details, please refer to the relevant announcements disclosed on the CNINFO. XVII. Significant Events of the Company’s Subsidiaries □ Applicable √ Not applicable 97 Zhejiang Sanhua Intelligent Controls Co., Ltd. 2023 Annual Report Section VII Changes in Shares and Information about Shareholders I. Changes in Shares 1. Changes in shares Unit: Share Before the change Changes in the period (+, -) After the change Share transferre New Bonus d Shares Ratio Shares from Others Sub-total Shares Ratio share Issued capital reserve 1. Shares subject to - - 63,266, 42,522,19 conditional 1.76% 20,744,15 20,744,15 1.14% 341 1 restriction(s 0 0 ) 1) Shares held by states 2) Shares held by state-owned corporations 3) Shares held by - - 63,043, 42,466,19 other 1.75% 20,577,15 20,577,15 1.14% 341 1 domestic 0 0 investors Of which: Shares held by domestic corporations Shares - - held by 63,043, 42,466,19 1.75% 20,577,15 20,577,15 1.14% domestic 341 1 0 0 individuals 4) Shares held by 223,000 0.01% -167,000 -167,000 56,000 0.00% overseas investors Of which: Shares held by overseas corporations 98 Zhejiang Sanhua Intelligent Controls Co., Ltd. 2023 Annual Report Shares held by 223,000 0.01% -167,000 -167,000 56,000 0.00% overseas individuals 2. Shares 3,527,6 162,490,2 162,490,2 3,690,093 without 98.24% 98.86% 03,124 20 20 ,344 restriction 1) RMB 3,527,6 162,490,2 162,490,2 3,690,093 common 98.24% 98.86% 03,124 20 20 ,344 shares 2) Domesticall y listed foreign shares 3) Foreign shares listed overseas 4) Others 3,590,8 141,746,0 141,746,0 3,732,615 3. Total 100.00% 100.00% 69,465 70 70 ,535 Reason for the changes in share capital √ Applicable □ Not applicable 1. At the beginning of each year, the number of locked shares should be re-calculated according to 75% of the total number of shares held by the senior management. 2. May 15, 2023, the third vesting period of the 2020 Restricted stock incentive plan matured, and 5.85 million restricted stocks of 825 incentive objects who meet the conditions were listed for circulation. 3. June 30, 2023, the first vesting period of the 2022 Restricted stock incentive plan matured, and 5.238 million restricted stocks of 1,345 incentive objects who meet the conditions were listed for circulation. 4. The Company repurchased and cancelled a total of 180,400 restricted shares held by incentive recipients who do not meet the conditions. 5. From January 1, 2023 to July 31, 2023, the "Sanhua Convertible Bonds" decreased by RMB 2,994,679,400 (29,946,794 pieces) due to share conversion, with a total of 141,926,470 shares converted. On August 1, 2023, all remaining unconverted convertible bonds were redeemed by the Company. Approval for changes in share capital √ Applicable □ Not applicable 1. 2020 restricted stock incentive plan (1) April 27, 2023, the Company held the 11th meeting of the 7th Board of Directors and the 9th meeting of the 7th Board of Supervisors, respectively, in which, Proposal on the achievement of unlocking conditions of the third vesting period of the 2020 restricted stock incentive plan was approved. The listing date for circulation of the restricted shares was May 15, 2023. A total of 5.85 million shares were released. 99 Zhejiang Sanhua Intelligent Controls Co., Ltd. 2023 Annual Report (2) June 20, 2023, the Company held the 12th interim meeting of the 7th board of directors and the 10th interim meeting of the 7th board of supervisors respectively, in which Proposal on adjusting the repurchase price of 2020 restricted stock incentive plan and Proposal on repurchase and cancellation of some restricted stocks were approved. The Company repurchased and cancelled 62,400 restricted shares held by unqualified incentive objects in the 2020 restricted stock incentive plan. (3) July 6, 2023, the first extraordinary general meeting of shareholders in 2023 was held, in which Proposal on repurchase and cancellation of some restricted shares was approved. The Company repurchased and cancelled 62,400 restricted shares held by unqualified incentive objects in the 2020 restricted stock incentive plan. 2. 2022 restricted stock incentive plan (1) June 20, 2023, the Company held the 12th interim meeting of the 7th board of directors and the 10th interim meeting of the 7th board of supervisors, in which following proposals were approved: Proposal on Adjusting the Repurchase Price of 2022 Restricted Stock Incentive Plan, Proposal on Repurchase and Cancellation of some Restricted Stocks and Proposal on the Achievement of Unlocking Conditions of the First Vesting Period of the Restricted Stock Incentive Plan in 2022. The listing date of the restricted shares was June 30, 2023. A total of 5.238 million shares were released. The Company repurchased and cancelled 118,000 restricted shares held by unqualified incentive objects in the 2022 restricted stock incentive plan. (2) July 6, 2023, the first extraordinary general meeting of shareholders in 2023 was held, in which Proposal on repurchase and cancellation of some restricted shares was approved. The Company repurchased and cancelled 118,000 restricted shares held by unqualified incentive objects in the 2022 restricted stock incentive plan. 3. Convertible bonds May 27, 2021, the 17th extraordinary meeting of the 6th Board of Directors and the 15th extraordinary meeting of the 6th Board of Supervisors deliberated and approved the Proposal on Further Clarifying the Specific Plan for the Public Issuance of Convertible Corporate Bonds by the Company and Proposal on Public Issuance of Convertible Corporate Bonds. The convertible bond conversion period of the Company is from the first trading date (December 7, 2021), which is six months later from June 7, 2021 (end of issuance), to the maturity date of the convertible bond (May 31, 2027). Transfer of shares √ Applicable □ Not applicable In 2023, the Company repurchased 180,400 shares that were not qualified for unlocking. Effects of changes in share capital on the basic earnings per share ("EPS"), diluted EPS, net assets per share attributable to common shareholders of the Company, and other financial indexes over the last year and last period √Applicable □Not applicable Please refer to the financial report for details. 100 Zhejiang Sanhua Intelligent Controls Co., Ltd. 2023 Annual Report Other contents that the Company considers necessary or required by the securities regulatory authorities to disclose □ Applicable √ Not applicable 2. Changes in restricted shares √ Applicable □ Not applicable Unit: Share Opening Unlock shares Closing balance Note for Name of balance of Vested in Date of in current of restricted restricted shareholder restricted current period unlocking period shares shares shares Comply with Comply with the relevant the relevant provisions of provisions of Zhang Yabo 39,023,400 0 9,755,250 29,268,150 executives executives shares shares management management Comply with Comply with relevant relevant provisions of provisions of Wang Dayong 272,562 0 20,000 252,562 equity incentive equity incentive and executive and executive shares shares management. management. Comply with Comply with relevant relevant provisions of provisions of Ni Xiaoming 262,562 0 17,500 245,062 equity incentive equity incentive and executive and executive shares shares management. management. Comply with Comply with relevant relevant provisions of provisions of Chen Yuzhong 272,562 0 20,000 252,562 equity incentive equity incentive and executive and executive shares shares management. management. Comply with Comply with relevant relevant provisions of provisions of Hu Kaicheng 272,562 0 20,000 252,562 equity incentive equity incentive and executive and executive shares shares management. management. Comply with Comply with relevant relevant provisions of provisions of Yu Yingkui 296,042 0 20,000 276,042 equity incentive equity incentive and executive and executive shares shares management. management. 101 Zhejiang Sanhua Intelligent Controls Co., Ltd. 2023 Annual Report Comply with Comply with relevant relevant provisions of provisions of Mo Yang 10,926 0 0 10,926 executive executive shares shares management. management. Comply with Comply with relevant relevant provisions of provisions of Chen Xiaoming 8,325 0 0 8,325 executive executive shares shares management. management. Comply with Comply with Other incentive relevant relevant 22,847,400 0 10,891,400 11,956,000 objects provisions of provisions of equity incentive equity incentive Total 63,266,341 0 20,744,150 42,522,191 -- -- II. Issuance and Listing of Securities 1. Securities (exclude preferred share) issued during the reporting period □ Applicable √ Not applicable 2. Explanation on changes in share capital & the structure of shareholders, the structure of assets and liabilities √Applicable □ Not applicable 1. July 6, 2023, the first extraordinary general meeting of shareholders in 2023 was held, in which Proposal on repurchase and cancellation of some restricted shares was approved. The Company repurchased and cancelled 180,400 restricted shares held by unqualified incentive objects in the 2022 restricted stock incentive plan. 2. May 27, 2021, the 17th extraordinary meeting of the 6th Board of Directors and the 15th extraordinary meeting of the 6th Board of Supervisors deliberated and approved the Proposal on Further Clarifying the Specific Plan for the Public Issuance of Convertible Corporate Bonds by the Company and Proposal on Public Issuance of Convertible Corporate Bonds. The convertible bond conversion period of the Company is from the first trading date (December 7, 2021), which is six months later from June 7, 2021 (end of issuance), to the maturity date of the convertible bond (May 31, 2027). From January 1, 2023 to July 31, 2023, the "Sanhua Convertible Bonds" decreased by RMB 2,994,679,400 (29,946,794 pieces) due to share conversion, with a total of 141,926,470 shares converted. On August 1, 2023, all remaining unconverted convertible bonds were redeemed by the Company. 3. Existent shares held by internal staff of the Company □ Applicable √ Not applicable 102 Zhejiang Sanhua Intelligent Controls Co., Ltd. 2023 Annual Report III. Particulars about the shareholders and actual controller 1. Total number of shareholders and their shareholdings Unit: Share Total Number of Total Preferred number of Shareholde Total common rs (If Any) Total number of preferred Number of shareholder (Refer to shareholders (if any) Common s at the end Note 8) (refer to Note 8) with Shareholde of previous Whose 52,273 84,746 0 resumed voting rights at 0 rs at the month Voting the end of previous month End of the before the Rights before the disclosure date Reporting disclosure Have Been of the annual report Period date of the Recovered annual at the End report of the Reporting Period Particulars about Shares Held by Shareholders with a Shareholding Percentage over 5% or the Top 10 of Them (excluding Securities Lending and Borrowing) Total Increase/ The The Pledged, marked or frozen Share- shares held number of number of decrease Name of Nature of holding at the end shares held shares held during the shareholder shareholder percentage of the with without reporting Status Amount (%) reporting trading trading period period restrictions restrictions Sanhua Domestic Holding non-state- 948,487,07 - 948,487,07 owned 25.41% Group Co., 7 30,378,708 7 Ltd. corporation Zhejiang Sanhua Domestic Lvneng non-state- 742,747,95 742,747,95 150,000,00 owned 19.90% 4,160,000 Pledged Industrial 4 4 0 Group Co., corporation Ltd Hong Kong Central Overseas 579,152,01 579,152,01 15.52% 31,513,126 Clearing corporation 5 5 Limited Zhang Domestic 1.05% 39,024,200 0 29,268,150 9,756,050 Yabo Individual National Social Security Fund Others 0.59% 22,074,567 22,074,567 22,074,567 (NSSF) 104th Portfolio China Merchants Others 0.57% 21,419,354 121,312 21,419,354 Bank 103 Zhejiang Sanhua Intelligent Controls Co., Ltd. 2023 Annual Report Corporatio n- Quanguo Xuyuan Three Year Holding Period Hybrid Securities Investment Fund Industrial and Commercia l Bank of China Limited - GF Multi - Others 0.57% 21,226,564 21,226,564 Factor 10,180,010 Flexible Allocation Hybrid Securities Investment Fund Kuwait Overseas Investment 0.47% 17,546,539 -1,472,965 17,546,539 corporation Authority Industrial and Commercia l Bank of China Limited - Others 0.45% 16,653,597 8, 106, 107 16,653,597 Huatai- Perry CSI 300 Traded Open-End Index Fund China Life Insurance Company Limited- Traditional -General Others 0.45% 16,624,990 16,624,990 16,624,990 Insurance Products- 005L-CT- 001 Shanghai Information about Strategic Investors’ or General Legal Persons’ Becoming Top Ten No Common Shareholders for Placement of New Shares (If Any) (Refer to Note 3) 104 Zhejiang Sanhua Intelligent Controls Co., Ltd. 2023 Annual Report Explanation on Among the above shareholders, Sanhua Holding Group Co., Ltd., Zhejiang Sanhua Lvneng Associated Relationship Industrial Group Co., Ltd. and Zhang Yabo are the persons acting in concert. The Company does not or Concerted Actions know whether there is any related relationship between other shareholders, or whether they belong among the Above- to the persons acting in concert stipulated in the Administrative Measures for the Acquisition of Mentioned Shareholders Listed Companies. Particulars about Shares Held by Top 10 Common Shareholders Holding Shares That Are Not Subject to Trading Restrictions Type of shares Number of Common Shares Held without Restrictions at the End of Name of Shareholder the Reporting Period Type Amount RMB Sanhua Holding Group 948,487,07 948,487,077 common Co., Ltd. 7 stock RMB Zhejiang Sanhua Lvneng 742,747,95 742,747,954 common Industrial Group Co., Ltd 4 stock RMB Hong Kong Central 579,152,01 579,152,015 common Clearing Limited 5 stock National Social Security RMB Fund (NSSF) 104th 22,074,567 common 22,074,567 Portfolio stock China Merchants Bank Corporation - Quanguo RMB Xuyuan Three Year 21,419,354 common 21,419,354 Holding Period Hybrid stock Securities Investment Fund Industrial and Commercial Bank of RMB China Limited - GF Multi 21,226,564 common 21,226,564 Factor Flexible Allocation stock Hybrid Securities Investment Fund RMB Kuwait Investment 17,546,539 common 17,546,539 Authority stock Industrial and Commercial Bank of RMB China Limited - Huatai- 16,653,597 common 16,653,597 Perry CSI 300 Traded stock Open-End Index Fund China Life Insurance Company Limited- RMB Traditional-General 16,624,990 common 16,624,990 Insurance Products-005L- stock CT-001 Shanghai Industrial and Commercial Bank of China Limited - ETF CSI RMB New Energy Vehicle 15,986,434 common 15,986,434 Industry Index Initiated stock Securities Investment Fund (LOF) 105 Zhejiang Sanhua Intelligent Controls Co., Ltd. 2023 Annual Report Explanation of Associated Relationship or Concerted Actions among Top Ten Common Shareholders Among the above shareholders, Sanhua Holding Group Co., Ltd. and Zhejiang Sanhua Lvneng without Trading Industrial Group Co., Ltd. are the persons acting in concert. The Company does not know whether Restrictions, and among there is any related relationship between other shareholders, or whether they belong to the persons Top Ten Common acting in concert stipulated in the Administrative Measures for the Acquisition of Listed Companies. Shareholders without Trading Restrictions and Top Ten Common Shareholders Explanation of Top Ten Common Shareholders’ Participation in Securities N/A Margin Trading (If Any) (Refer to Note 4) The top ten shareholders participating in the Securities Lending and Borrowing √ Applicable □ Not applicable Unit: share The top ten shareholders participating in Securities Lending and Borrowing Shares in the common Shares lent and not yet Shares in the common account and Shares lent and not yet returned at the period- account and credit account Full name credit account at the returned at the period-end begin at the period-end of period-begin shareholder As % of As % of As % of As % of Total Total Total Total total share total share total share total share shares shares shares shares capital capital capital capital Zhejiang Sanhua Lvneng 738,587,95 742,747,95 20.57% 4,160,000 0.12% 19.90% 0 0.00% Industrial 4 4 Group Co., Ltd Industrial and Commercia l Bank of China Limited - 8,547,490 0.24% 243,000 0.01% 16,653,597 0.45% 20,600 0.00% Huatai- Perry CSI 300 Traded Open-End Index Fund Changes in the top ten shareholders compared to the previous period √Applicable □ Not applicable Unit: share Changes in top 10 shareholders compared to last period 106 Zhejiang Sanhua Intelligent Controls Co., Ltd. 2023 Annual Report The number of shares held in the ordinary account and credit account of At the end of the period, the number of New/Exiting shareholders at the end of the period, as Full name of shares lent and not yet returned shareholder in well as the shares lent and not yet shareholders returned current period Ratio in total Total quantity Ratio in total shares Total quantity shares Hangzhou Zhichun Investment Management Co. Exiting Ltd - Zhichun 0 0.00% 0 0.00% shareholder Select Phase I Private Securities Investment Fund Exiting #Fang deji 0 0.00% 0 0.00% shareholder National Social Security Fund New 0 0.00% 22,074,567 0.59% (NSSF) 104th shareholder Portfolio Kuwait Government New 0 0.00% 17,546,539 0.47% Investment shareholder Authority Industrial and Commercial Bank of China Limited - New 20,600 0.00% 16,674,197 0.45% Huatai-Perry CSI shareholder 300 Traded Open- End Index Fund China Life Insurance Company Limited- New Traditional- 0 0.00% 16,624,990 0.45% shareholder General Insurance Products-005L- CT-001 Shanghai Abu Dhabi Exiting Investment 0 0.00% 8,587,782 0.23% shareholder Authority Exiting Fang Wenjun 0 0.00% 0 0.00% shareholder Any of the Company’s top 10 common shareholders or top 10 non-restricted common shareholders conducted any agreed buy-back in the reporting period? □ Applicable √ Not applicable No such cases during the current reporting period. 2. Particulars about controlling shareholder of the Company Nature of the controlling shareholder: Natural person Type of the actual controller: Corporation Name of controlling Legal Representative Date of establishment Organization code Business scope shareholder /People in charge 107 Zhejiang Sanhua Intelligent Controls Co., Ltd. 2023 Annual Report Industrial investment; Manufacturing and sales: General parts, electronic products; sales: metal materials (excluding precious and rare metals), chemical raw materials (except dangerous chemicals and precursor chemicals), rubber; export of products and related technologies produced by the enterprise and its member enterprises. It is engaged in the export business of raw and auxiliary materials, machinery and equipment, instruments and meters, spare parts Sanhua Holding Group Zhang Daocai July 11, 2000 91330624720002522J and related Co., Ltd technologies needed by the enterprise and its member enterprises for production and scientific research; it is engaged in the processing of imported materials and the business of "three supplies and one supplement". Technical consultation, technical service, financial consultation and investment consultation. (In terms of projects subject to approval according to law, business activities can be carried out only after approval by relevant departments.) Shares held by the controlling shareholder in other foreign listed companies through N/A controlling or holding during the reporting period Change of the controlling shareholder during the reporting period □ Applicable √ Not applicable The Company's controlling shareholder has not changed during the reporting period. 108 Zhejiang Sanhua Intelligent Controls Co., Ltd. 2023 Annual Report 3. Particulars about the Company’s actual controller & concerted parties Nature of the actual controller: Domestic natural person Type of the actual controller: Natural person Name of the actual Whether he/she has obtained Relationship with the actual Nationality the right of residence in controller controller another country or region Zhang Daocai Himself China No Zhang Yabo Himself China No Zhang Shaobo Himself China No Mr. Zhang Daocai: Chinese nationality, born in 1950, senior economist, and special supervisor of MBA graduate student of Zhejiang University. He is honorary chairman of the Company and chairman of the board of directors of Sanhua Holding Group Co., Ltd. He was elected as the representative of the 8th, 9th, 10th, 11th and 12th National People's Congress of Zhejiang Province and vice president of the China Enterprise Federation and the Chinese Entrepreneurs Association. Vice president of Zhejiang small and medium sized Enterprises Association, vice president of Zhejiang Business Management Research Association and vice president of Asia Pacific Chinese Leaders Association, and won the National Labor Medal of May 1st, national excellent entrepreneur, master of Chinese management, most creative Chinese business leader in Asia Pacific, Model worker of Zhejiang Province, meritorious entrepreneur of implementing the "eight eight strategy" in Zhejiang Province, lifelong leader entrepreneur of Zhejiang Province, leading figures of Zhejiang Manufacturing and other honors. Mr. Zhang Yabo: Chinese nationality, CPC member, born in 1974, senior economist, graduated from Shanghai Jiaotong University, received a master's degree in Business Administration from CEIBS. At present, he is the chairman of the board of the Company, Secretary of the Party Main occupation and position committee of Sanhua holding group, vice chairman and director of the board of Sanhua Holding Group Co., Ltd. He has successively won Zhejiang outstanding young private entrepreneurs, Zhejiang operation and management masters, Shaoxing labor model, Shaoxing top ten outstanding young people, Shaoxing mayor award, Changjiang River Delta top ten outstanding young businessmen, Fengyun Zhejiang businessmen, Zhejiang outstanding entrepreneurs, Zhejiang excellent entrepreneurs, glorious Zhejiang businessman, etc. Now he serves as a representative to the 14th National People's Congress, the 13th Executive Committee Member of the China Federation of Industry and Party Representative of the 15th Zhejiang Provincial Party Congress, Vice President of Zhejiang Chamber of Commerce and Chairman Supervisor of the Zhejiang Chamber of Commerce. Mr. Zhang Shaobo: Chinese nationality, born in 1979, master's degree, graduated from CEIBS. He serves as a director of the Company, director of Sanhua Holding Group Co., Ltd., chairman of the board of Zhejiang Sanhua Lvneng Industrial Group Co., Ltd., General Manager of Hangzhou Sanhua International Building Co., Ltd., and chairman of the board of Zhejiang Sanhua Zhiyuan Real Estate Co., Ltd. Domestic and foreign listed companies controlled in the N/A past 10 years Change of the actual controller during the reporting period □ Applicable √ Not applicable No such change during the reporting period. The ownership and controlling relationship between the actual controller and the Company are detailed as follows: 109 Zhejiang Sanhua Intelligent Controls Co., Ltd. 2023 Annual Report Zhang Yu 22% Daocai Qingjuan 21% Zhang Yabo Zhang Shaobo 51% 6% 39.95% Xinchang Huaqing Investment Co., Ltd. 45.45% Xinchang Huaxin Industrial Co., Ltd. Zhejiang Huateng Industrial Co., Ltd. 10.04% 12.00% 28.77% 9.04% 11.78% Sanhua Holding Group Co., Ltd. 100% 1.05% Hong Kong Haoyide International Ltd. 46.22% 100% Fuxun Co., Ltd. 28.20% 25.41% Zhejiang Sanhua lvneng Industrial Group Co., Ltd. 19.90% Zhejiang Sanhua Intelligent Controls Co., Ltd. The actual controller controls the Company via trust or other ways of asset management □ Applicable √ Not applicable 4. The cumulative number of Pledged Shares of the Company's controlling shareholder or the largest shareholder and its concerted actors accounts for 80% of the Company's shares □ Applicable √ Not applicable 5. Particulars about other corporate shareholders with shareholding proportion over 10% √ Applicable □ Not applicable Name of corporate Legal Date of incorporation Registered capital Main business shareholder representative Manufacturing and sales: air suspension assembly, general Zhejiang Sanhua equipment, electromechanical Lvneng Industrial Zhang Shaobo September 30, 2001 649 million yuan equipment, technology development, Group Co., Ltd technical service, technical consultation, achievement transfer: electromechanical technology, 110 Zhejiang Sanhua Intelligent Controls Co., Ltd. 2023 Annual Report environmental protection technology, biotechnology (except for human stem cells, gene diagnosis and treatment technology development and application); electronic and electrical products, metal materials (excluding precious metals), chemical raw materials (except chemical dangerous goods and precursor chemicals) Wholesale, retail and import and export business of gold and silver jewelry, rubber, mineral products, machinery and equipment, instruments and accessories; services: enterprise management consulting, property management (operating by qualification certificate), self-owned house leasing, industrial investment management, consulting management (except for securities and goods, without approval of financial supervision departments, shall not engage in deposit, financing guarantee, agency for public financing Financial services such as customer finance), power supply, development and construction of distributed solar energy projects, and contract energy management. (Except for those involving the implementation of special management measures for access stipulated by the state). (In terms of projects subject to approval according to law, business activities can be carried out only after approval by relevant departments.) 6. Particulars on shareholding decrease restrictions for the controlling shareholders, actual controller, restructurer or other committing parties √ Applicable □ Not applicable August 2022, the Company disclosed Announcement on Sanhua Holdings, Sanhua Lvneng, and Mr. Zhang Yabo's Commitment not to Actively Reduce Their Holdings of the Company Stocks. The controlling shareholder Sanhua Holdings, the shareholder Sanhua Lvneng, and the actual controller Mr. Zhang Yabo will not actively reduce their holdings of the Company's shares within 18 months from August 18, 2022. IV. Information about the implementation of share repurchase during the reporting period Information about the implementation of share repurchase √Applicable □Not applicable 111 Zhejiang Sanhua Intelligent Controls Co., Ltd. 2023 Annual Report Proportion of Proposed repurchased Scheme Number of Proportion in repurchase Quantity shares in Period to be Repurchase disclosure shares to be total share amount Unit: repurchased equity repurchased purpose date repurchased capital (RMB in 10 (shares) incentive thousand) plan shares (if any) For equity October 27, incentive plan October 27, 5,555,555- 0.15%- 20,000- 2022 - or employee 7,535,067 100.00% 2022 11,111,110 0.30% 40,000 October 26, stock 2023 ownership plan For equity November 7, incentive plan November 7, 5,555,555- 0.15%- 20,000- 2023 - or employee 702,900 100.00% 2023 11,111,110, 0.30% 40,000 November 6, stock 2024 ownership plan The progress on reduction of re-purchase shares by means of centralized bidding □Applicable √Not applicable 112 Zhejiang Sanhua Intelligent Controls Co., Ltd. 2023 Annual Report Section VIII Information of Preferred Shares □ Applicable √ Not applicable No existing preferred shares for the Company during the current reporting period. 113 Zhejiang Sanhua Intelligent Controls Co., Ltd. 2023 Annual Report Section IX Bonds √Applicable □ Not applicable I. Enterprise bond (hereinafter referred to as the bond issued by domestic state-owned entity) □ Applicable √ Not applicable II. Corporate bond □ Applicable √ Not applicable III. Debt financing instruments of non-financial enterprises □ Applicable √ Not applicable IV. Convertible bond √ Applicable □ Not applicable 1. Previous Adjustments of Stock Conversion Price 1. The Company implemented the 2021 profit distribution plan. According to the relevant provisions of the price adjustment of convertible corporate bonds, the conversion price of Sanhua convertible bonds should be adjusted accordingly. The conversion price of Sanhua convertible bonds before the adjustment is 21.55 yuan/share, and the adjusted conversion price is 21.40 yuan/share. The adjusted conversion price took effect from May 11, 2022. 2. The Company implemented a profit distribution plan for the half year of 2022. According to the relevant provisions on the price adjustment of convertible corporate bonds, the conversion price of Sanhua convertible bonds should be adjusted accordingly. Before the adjustment, the conversion price of Sanhua convertible bonds is 21.40 yuan/share, and after the adjustment, the conversion price is 21.30 yuan/share. The adjusted conversion price took effect from September 22, 2022. 3. The Company implemented the 2022 profit distribution plan. According to the relevant provisions of the price adjustment of convertible corporate bonds, the conversion price of Sanhua convertible bonds was adjusted from 21.30 yuan/share to 21.10 yuan/share. The adjusted conversion price took effect from June 9, 2023. 2. Share Conversions (Accumulative) √Applicable □ Not applicable Abbreviati Total Total Cumulative Cumulative Proportion Amount of Proportion Period of on of issued issued amount of number of of the shares not of the conversion convertible amount amount converted converted number of yet amount of 114 Zhejiang Sanhua Intelligent Controls Co., Ltd. 2023 Annual Report bonds (piece) (yuan) shares shares converted converted non- (yuan) (shares) shares to (yuan) converted the total shares in issued the total shares of amount of the issuance Company before the date of conversion December Sanhua 7, 2021 - 3,000,000,0 2,996,233,7 141,998,77 3,766,300.0 Convertible 30,000,000 3.95% 0.00% July 31, 00.00 00.00 7 0 Bond 2023 3. Top 10 Holders of the Convertible Bond August 9, 2023, "Sanhua Convertible Bonds" were delisted from the Shenzhen Stock Exchange. 4. The Profitability, Asset and Credit Status of the Guarantor Have Changed Significantly □ Applicable √ Not applicable 5. By the end of the reporting period, the Company's liabilities, credit changes and cash arrangements for debt repayment in future Regarding the relevant financial indicators of the Company at the end of the reporting period, please refer to "8. Main accounting data and financial indicators of the company for the past two years as of the end of the reporting period". CSCI Pengyuan issued the 2023 Tracking Rating Report on the 2021 Public Issuance of Convertible Corporate Bonds by Zhejiang Sanhua Intelligent Controls Co., Ltd. on June 27, 2023, according to which the credit rating of Sanhua convertible bonds remains AA +, the Company's credit rating remains AA +, and the rating outlook remains stable. The result of this rating has not changed compared with the last one. The convertible corporate bonds have triggered the conditional redemption clause stipulated in the Zhejiang Sanhua Intelligent Controls Co., Ltd. Public Issuance of Convertible Corporate Bonds Prospectus. On July 7, 2023, the Company held the 13th extraordinary meeting of the 7th Board of Directors and the 11th extraordinary meeting of the 7th Board of Supervisors, which reviewed and passed the Proposal on Early Redemption of Sanhua Convertible Bonds and agreed to the Company's exercise of the conditional redemption right and redemption of all unconverted Sanhua Convertible Bonds registered with China Securities Depository and Clearing Corporation Shenzhen Branch after the close of the market on the redemption registration date at the price of the face value plus accrued interest. Redemption registration date: July 31, 2023, redemption date: August 1, 2023, redemption price: 100.10 yuan/piece (including accrued interest, annual interest rate is 0.60%, and tax inclusive). A total of 3,770,066.30 yuan was paid for redemption. On August 9, 2023, "Sanhua Convertible Bonds" were delisted from the Shenzhen Stock Exchange. 115 Zhejiang Sanhua Intelligent Controls Co., Ltd. 2023 Annual Report Due to the fact that the unconverted portion of the "Sanhua Convertible Bond" has been fully redeemed by the Company and delisted from the Shenzhen Stock Exchange, China Securities CSCI Pengyuan decided to terminate the tracking rating of Sanhua Intelligent Controls and Sanhua Convertible Bond. The original rating is valid until August 11, 2023, and will no longer be updated. The cumulative conversion of "Sanhua Convertible Bonds" into shares is 141,998,777, and the total share capital of the Company has increased by 141,998,777 shares result from conversion, which has increased the Company's capital strength. Meanwhile, due to an increase in total share capital, the Company's EPS would be diluted in the short term. V. The loss within the scope of consolidated statements in the reporting period exceeded 10% of the net assets at the end of the previous year □ Applicable √ Not applicable VI. Overdue interest-bearing debts other than bonds by the end of this reporting period □ Applicable √ Not applicable VII. Whether there is any violation of rules or regulations during the reporting period □ Applicable √ Not applicable VIII. Main accounting data and financial indicators of the Company in recent two years by the end of the reporting period Unit: RMB in 10 thousand At the end of the reporting Item At the end of last year YoY Change (%) period Current ratio 1.7 1.98 -14.14% Asset liability ratio 43.36% 53.08% -9.72% Quick ratio 1.31 1.53 -14.38% Corresponding Period of Last Current Reporting Period YoY Change (%) Year Net profit after deducting non- 291,702.92 229,145.05 27.30% recurring profit and loss EBITDA total debt ratio 64.58% 43.52% 21.06% Times interest earned ratio 17.75 14.08 26.07% Cash interest guarantee times 26.12 23.46 11.34% 116 Zhejiang Sanhua Intelligent Controls Co., Ltd. 2023 Annual Report EBITDA Time interest earned 21.65 16.84 28.56% ratio Repayment of debt (%) 100.00% 100.00% Payment of interest (%) 100.00% 100.00% 117 Zhejiang Sanhua Intelligent Controls Co., Ltd. 2023 Annual Report Section X Financial Report I. Audit report Type of audit opinion Standard Unqualified opinion Date of signing of audit report April 28, 2024 Name of audit firm Pan-China Certified Public Accountants LLP Document number of audit report PCCPAAR [2024] No. 4888 Name of the certified accountants Luo Xunchao 、Zhang Xin Auditor’s Report To the Shareholders of Zhejiang Sanhua Intelligent Controls Co., Ltd.: 1. Audit Opinion We have audited the accompanying financial statements of Zhejiang Sanhua Intelligent Controls Co., Ltd. (the “Company”), which comprise the consolidated and parent company balance sheets as at December 31, 2023, the consolidated and parent company income statements, the consolidated and parent company cash flow statements, and the consolidated and parent company statements of changes in equity for the year then ended, as well as notes to financial statements. In our opinion, the attached financial statements present fairly, in all material respects, the financial position of the Company as at December 31, 2023, and of its financial performance and its cash flows for the year then ended in accordance with China Accounting Standards for Business Enterprises. 2. Basis for Audit Opinion We conducted our audit in accordance with China Standards on Auditing. Our responsibilities under those standards are further described in the Certified Public Accountant’s Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the China Code of Ethics for Certified Public Accountants, and we have fulfilled other ethical responsibilities. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. 3. 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 express a separate opinion on these matters. (I) Revenue recognition 1. Matters description Please refer to section Ⅲ (25), Ⅴ (2) 1 and XV of the notes to the financial statements for details. The majority of the Company's revenue comes from controlling components and components for home appliances and automobiles. In 2023, the amount of operating income of the Company is RMB 24.5578 billion, As operating revenue is one of the key performance indicators of the Company, there might be inherent risks that the Company’s management (the “Management”) adopts inappropriate revenue recognition to achieve specific goals or expectations, we have identified revenue recognition as a key audit matter. 2. Responsive audit procedures 118 Zhejiang Sanhua Intelligent Controls Co., Ltd. 2023 Annual Report Our main audit procedures for revenue recognition are as follows: (1) We obtained understandings of key internal controls related to revenue recognition, assessed the design of these controls, determined whether they had been executed, and tested the effectiveness of the operation; (2) We checked sale contracts, obtained understandings of main contractual terms or conditions, and assessed whether the revenue recognition method was appropriate; (3) We performed analysis procedure on operating revenue, so as to identify whether there are significant or abnormal fluctuations and implemented the rationality of such fluctuations; (4)We implemented detail test and checked supporting documents related to revenue recognition by sampling method, including sales contracts, sales invoices, sales collection, delivery lists, shipping documents, client acceptance receipts, export declaration, lading bill, we obtained information from E-port and compared with accounting records of export revenue; (5) We performed confirmation procedures on current sales amount by sampling method in combination with confirmation procedure of accounts receivable; (6) We inquired the industrial and commercial registration information or public information of major customers to evaluate whether the business logic related to sales transactions is tenable; (7) We implemented cut-off tests on the operating revenue recognized before and after the balance sheet date to evaluate whether the operating revenue is recognized in an appropriate period; (II) Inventories valuation 1. Matters description Please refer to section Ⅲ (12) and Ⅴ (1) 8 of the notes to the financial statements for details. As of December 31, 2023, the book balance of the Company's inventories amounted to RMB 4.60073 billion, the major components are metal materials such as copper and aluminum. The metal materials have high value and good liquidity, they are important controlled assets. Therefore, we have identified the existence, valuation, and transfer of inventory as a key audit matter. 2. Responsive audit procedures Our main audit procedures for inventories valuation are as follows: (1) We implemented analysis procedures to identify significant or abnormal changes in inventory size and structure, and verify the authenticity or reasonableness of such changes; (2) We implemented detail test and checked supporting documents related to material purchase by sampling method, including purchases contracts, input invoices, warehouse receipts, purchase payments, etc; (3) We performed confirmation procedures on current purchases amount by sampling method in combination with confirmation procedure of accounts payable; (4) We searched the market price trends of the main raw materials and compared them with the actual purchase prices to check for any abnormal situations; (5) We gained an understanding of the production process and cost accounting methods, and conducted sampling reviews to verify the consistency and rationality of production cost collection and allocation; (6)We conducted sampling tests on the inventories valuation to check the pricing accuracy of the inventories issuance amount and the balance amount; (7)We implemented inventory monitoring to check if there is a significant deviation between the account and the actual situation; 4. Other Information The Company’s management (the “Management”) is responsible for the other information. The other information comprises the information included in the Company’s annual report, but does not include the financial statements and our auditor’s report thereon. 119 Zhejiang Sanhua Intelligent Controls Co., Ltd. 2023 Annual Report Our opinion on the financial statements does not cover the other information and we do not express any form of assurance conclusion thereon. In connection 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 the other information, we are required to report that fact. We have nothing to report in this regard. 5. Responsibilities of the Management and Those Charged with Governance for the Financial Statements The Management is responsible for preparing and presenting fairly the financial statements in accordance with China Accounting Standards for Business Enterprises, as well as designing, implementing and maintaining internal control relevant to the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the Management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so. Those charged with governance are responsible for overseeing the Company’s financial reporting process. 6. Certified Public Accountant’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 auditor’s 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 China Standards on Auditing will always detect a material misstatement when it exists. Misstatement 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 taken on the basis of these financial statements. We exercise professional judgment and maintain professional skepticism throughout the audit performed in accordance with China Standards on Auditing. We also: (I) 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 for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. (II) Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. (III) Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the Management. (IV) Conclude on the appropriateness of the Management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements .If the disclosure is insufficient, we should express a non unqualified opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern. 120 Zhejiang Sanhua Intelligent Controls Co., Ltd. 2023 Annual Report (V) Evaluate the overall presentation, structure and content of the financial statements, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation. (VI) Obtain sufficient and appropriate audit evidence regarding the financial information of the entities or business activities within the Company to express an opinion on the financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain sole responsibility for our audit opinion. We communicate with those charged with governance regarding the planned audit scope, time schedule and significant audit findings, including any deficiencies in internal control of concern that we identify during our audit. We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards. 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 auditor’s 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. Pan-China Certified Public Accountants LLP Chinese Certified Public Accountant:Luo Xun chao (Engagement Partner) Hangzhou China Chinese Certified Public Accountant:Zhang Xin Date of Report: April 28, 2024 121 Zhejiang Sanhua Intelligent Controls Co., Ltd. 2023 Annual Report II. Financial Statements Units of financial reports in the notes: RMB 1.Consolidated balance sheet Prepared by: Zhejiang Sanhua Intelligent Controls Co., Ltd. December 31, 2023 Unit: RMB Items December 31,2023 January 1, 2023 Current asset: Cash and Bank Balances 6,584,684,683.93 5,878,243,652.55 Settlement funds Loans to other banks Held-for-trading financial 100,025,980.08 assets Derivative financial assets 22,636,112.68 8,938,874.05 Notes receivable 2,476,839,413.89 2,203,948,983.83 Accounts receivable 5,773,991,481.22 5,228,117,225.57 Receivable financing Advances paid 133,792,623.54 117,887,007.07 Premium receivable Reinsurance accounts receivable Reinsurance reserves receivable Other receivables 227,792,892.12 726,641,478.35 Including: Interest receivable Dividends receivable Repurchasing of financial assets Inventories 4,600,729,378.19 4,334,875,287.86 Contract assets Assets held for sales Non-current assets due within one year Other current assets 251,073,584.56 157,025,076.05 Total current assets 20,071,540,170.13 18,755,703,565.41 Non-current assets: Loans and advances paid Debt investments Other debt investments Long-term receivable 3,805,833.60 3,712,290.00 Long-term equity 37,924,431.29 32,438,204.13 investments Other equity instrument investments Other non-current financial assets Investment property 8,165,805.31 8,204,266.97 Fixed assets 7,730,363,778.82 6,374,896,070.41 122 Zhejiang Sanhua Intelligent Controls Co., Ltd. 2023 Annual Report Construction in progress 2,036,326,757.72 1,032,505,633.51 Productive biological assets Oil & gas assets Right-of-use assets 313,254,745.53 284,277,365.32 Intangible assets 843,866,292.82 727,263,351.69 Development expenditures Goodwill 6,785,228.04 7,591,830.61 Long-term prepayments 118,096,436.09 56,157,277.16 Deferred tax assets 156,432,157.23 221,158,674.48 Other non-current assets 564,023,136.83 457,305,626.59 Total non-current assets 11,819,044,603.28 9,205,510,590.87 Total assets 31,890,584,773.41 27,961,214,156.28 Current liabilities: Short-term borrowings 1,212,150,378.85 1,294,083,319.58 Central bank loans Loans from other banks Held-for-trading financial 3,500,000.00 3,500,000.00 liabilities Derivative financial liabilities 10,719,110.02 45,171,373.81 Notes payable 3,416,711,594.64 2,580,274,767.64 Accounts payable 4,449,940,359.81 3,884,603,370.16 Advances received Contract liabilities 51,788,802.03 57,955,080.60 Selling of repurchased financial assets Absorbing deposit and interbank deposit Deposit for agency security transaction Deposit for agency security underwriting Employee benefits payable 598,801,246.34 475,157,429.15 Taxes and rates payable 382,396,791.19 190,789,559.16 Other payables 250,642,662.86 354,255,114.06 Including: Interest Payable Dividends Payable Handling fee and commission payable Reinsurance accounts payable Liabilities classified as held for sale Non-current liabilities due 1,440,093,253.93 568,126,341.67 within one year Other current liabilities 2,099,986.27 2,007,578.03 Total current liabilities 11,818,844,185.94 9,455,923,933.86 Non-current liabilities: Insurance policy reserve Long-term borrowings 1,030,801,111.13 1,801,574,166.67 Bonds payable 2,776,763,361.83 Including: Preferred shares Perpetual bonds Lease liabilities 221,295,481.86 202,028,482.09 123 Zhejiang Sanhua Intelligent Controls Co., Ltd. 2023 Annual Report Long-term payables 11,290,788.32 4,831,202.13 Long-term employee 39,840,362.77 benefits payable Provisions Deferred income 379,140,042.48 254,044,715.64 Deferred tax liabilities 307,511,069.3 288,757,921.37 Other non-current liabilities 18,154,107.25 57,990,181.87 Total non-current liabilities 2,008,032,963.11 5,385,990,031.60 Total liabilities 13,826,877,149.05 14,841,913,965.46 Equity: Share capital 3,732,615,535.00 3,590,869,465.00 Other equity instruments 409,544,970.41 Including: Preferred shares Perpetual bonds Capital reserve 3,455,643,565.98 282,602,695.98 Less: Treasury shares 423,468,591.57 330,022,975.53 Other comprehensive income 114,757,064.28 -8,543,048.33 Special reserve Surplus reserve 1,011,914,243.67 863,523,059.01 General risk reserve Undistributed profit 10,002,942,167.43 8,133,336,242.88 Total equity attributable to the 17,894,403,984.79 12,941,310,409.42 parent Company Non-controlling interest 169,303,639.57 177,989,781.40 Total equity 18,063,707,624.36 13,119,300,190.82 Total liabilities & equity 31,890,584,773.41 27,961,214,156.28 Legal representative:Zhang Yabo Officer in charge of accounting:Yu Yingkui Head of accounting department: Li Zhimi 2. Parent Company Balance Sheet Unit: RMB Items December 31,2023 January 1, 2023 Current assets: Cash and bank balances 3,755,111,885.56 3,453,268,955.31 Held-for-trading financial 100,025,980.08 assets Derivative financial assets 1,463,100.00 3,754,234.25 Notes receivable 1,293,651,597.02 1,108,678,741.44 Accounts receivable 703,445,875.41 804,258,235.12 Receivables financing Advances paid 7,501,313.44 9,470,841.56 Other receivables 2,269,591,236.02 650,791,643.96 Including: Interest Receivable Dividends 550,000,000.00 Receivable Inventories 772,429,361.79 719,679,218.08 Contract assets Assets classified as held for sale Non-current assets due within one year 124 Zhejiang Sanhua Intelligent Controls Co., Ltd. 2023 Annual Report Other current assets Total current assets 8,803,194,369.24 6,849,927,849.80 Non-current assets: Debt investments Other debt investments Long-term receivable 500,000.00 420,000.00 Long-term equity investments 8,880,133,268.57 7,542,658,709.77 Other equity instrument investments Other non-current financial assets Investment property Fixed assets 1,623,330,889.08 1,593,110,699.80 Construction in progress 53,871,265.08 36,026,798.77 Productive biological assets Oil & gas assets Right-of-use assets 9,370,623.95 11,493,242.24 Intangible assets 142,130,830.79 142,723,611.23 Development expenditures Goodwill Long-term prepayments 15,876,569.88 2,396,803.91 Deferred tax assets 5,587,256.35 33,318,204.92 Other non-current assets 99,458,254.3 40,289,058.97 Total non-current assets 10,830,258,958.01 9,402,437,129.61 Total assets 19,633,453,327.25 16,252,364,979.41 Current liabilities: Short-term borrowings 202,384,500.02 199,743,666.65 Held-for-trading financial liabilities Derivative financial liabilities 11,750.00 Notes payable 559,657,858.19 510,877,753.94 Accounts payable 1,465,144,230.80 1,384,664,289.76 Advances received Contract liabilities 121,488.76 154,996.96 Employee benefits payable 127,817,926.77 111,391,004.02 Taxes and rates payable 112,191,203.17 45,225,803.58 Other payables 4,315,100,068.76 1,852,846,536.99 Including: interest payable Dividends Payable Liabilities classified as held for sale Non-current liabilities due 1,373,267,226.41 503,606,063.10 within one year Other current liabilities Total current liabilities 8,155,684,502.88 4,608,521,865.00 Non-current liabilities: Long-term borrowings 1,030,801,111.13 1,801,574,166.67 Bonds payable 2,776,763,361.83 Including: Preferred shares Perpetual bonds Lease liabilities 5,571,522.93 8,472,484.42 Long-term payables 125 Zhejiang Sanhua Intelligent Controls Co., Ltd. 2023 Annual Report Long-term employee benefits payable Provisions Deferred income 47,332,045.49 49,178,671.24 Deferred tax liabilities 81,604,566.52 85,516,449.61 Other non-current liabilities Total non-current liabilities 1,165,309,246.07 4,721,505,133.77 Total liabilities 9,320,993,748.95 9,330,026,998.77 Equity: Share capital 3,732,615,535.00 3,590,869,465.00 Other equity instruments 409,544,970.41 Including: Preferred shares Perpetual bonds Capital reserve 4,351,276,453.48 1,180,826,355.13 Less: treasury shares 423,468,591.57 330,022,975.53 Other comprehensive income Special reserve Surplus reserve 883,822,071.35 735,430,886.69 Undistributed profit 1,768,214,110.04 1,335,689,278.94 Total equity 10,312,459,578.30 6,922,337,980.64 Total liabilities & equity 19,633,453,327.25 16,252,364,979.41 3. Consolidated Income statement Unit: RMB Items Year 2023 Year 2022 I. Total operating revenue 24,557,802,066.59 21,347,549,741.00 Including: Operating revenue 24,557,802,066.59 21,347,549,741.00 Interest income Premium earned Revenue from handling charges and commission II. Total operating cost 21,011,657,641.34 18,482,154,912.56 Including: Operating cost 17,708,120,277.33 15,781,099,181.30 Interest expenses Handling charges and commission expenditures Surrender value Net payment of insurance claims Net provision of insurance policy reserve Premium bonus expenditures Reinsurance expenses Taxes and surcharges 139,816,022.50 110,067,650.98 Selling expenses 663,304,325.04 512,599,257.66 Administrative expenses 1,476,334,172.35 1,266,974,971.99 R&D expenses 1,096,834,224.41 988,954,495.90 Financial expenses -72,751,380.29 -177,540,645.27 Including: Interest expenses 212,081,658.78 233,211,546.41 Interest income 159,145,071.07 188,127,427.03 Add: Other income 188,255,263.06 125,193,412.16 126 Zhejiang Sanhua Intelligent Controls Co., Ltd. 2023 Annual Report Investment income (or less: -131,453,928.62 -84,748,419.92 losses) Including: Investment income from associates and joint 7,986,227.16 7,732,273.62 ventures Gains from derecognition of financial assets at amortized -5,619,589.87 -894,817.78 cost Gains on foreign exchange (or less: losses) Gains on net exposure to hedging risk (or less: losses) Gains on changes in fair 48,123,522.34 -107,344,289.86 value (or less: losses) Credit impairment loss (or -51,477,741.58 -97,762,426.98 less: losses) Assets impairment loss -55,376,891.25 -93,592,437.64 (or less: losses) Gains on asset disposal (or 8,741,208.41 459,760,649.40 less: losses) III. Operating profit (or less: 3,552,955,857.61 3,066,901,315.60 losses) Add: Non-operating revenue 14,932,933.39 6,780,118.95 Less: Non-operating 14,625,298.02 22,424,214.17 expenditures IV. Profit before tax (or less: total 3,553,263,492.98 3,051,257,220.38 loss) Less: Income tax expense 619,548,753.99 443,205,596.36 V. Net profit (or less: net loss) 2,933,714,738.99 2,608,051,624.02 (I) Categorized by the continuity of operations 1. Net profit from continuing 2,933,714,738.99 2,608,051,624.02 operations (or less: net loss) 2. Net profit from discontinued operations (or less: net loss) (II) Categorized by the portion of equity ownership 1. Net profit attributable to owners of parent Company (or 2,920,992,940.01 2,573,344,179.92 less: net loss) 2. Net profit attributable to non-controlling shareholders 12,721,798.98 34,707,444.10 (or less: net loss) VI. Other comprehensive income 123,300,112.61 120,867,799.06 after tax Items attributable to the 123,300,112.61 120,867,799.06 owners of the parent Company (I) Not to be reclassified subsequently to profit or loss 1.Changes in remeasurement on the net defined benefit plan 2. Items under equity method that will not be reclassified to profit or loss 127 Zhejiang Sanhua Intelligent Controls Co., Ltd. 2023 Annual Report 3. Changes in fair value of other equity instrument investments 4. Changes in fair value of own credit risk 5. Others (II) To be reclassified 123,300,112.61 120,867,799.06 subsequently to profit or loss 1. Items under equity method that may be reclassified to profit or loss 2. Changes in fair value of other debt investments 3. Profit or loss from reclassification of financial assets into other comprehensive income 4. Provision for credit impairment of other debt investments 5.Cash flow hedging reserve 6. Translation reserve 123,300,112.61 120,867,799.06 7. Others Items attributable to non- controlling shareholders VII. Total comprehensive income 3,057,014,851.60 2,728,919,423.08 Items attributable to the 3,044,293,052.62 2,694,211,978.98 owners of the parent Company Items attributable to non- 12,721,798.98 34,707,444.10 controlling shareholders VIII. Earnings per share (EPS): (I) Basic EPS (yuan per share) 0.81 0.72 (II) Diluted EPS (yuan per share) 0.81 0.72 Legal representative:Zhang Yabo Officer in charge of accounting:Yu Yingkui Head of accounting department: Li Zhimi 4. Income statement of the Parent Company Unit: RMB Items Year 2023 Year 2022 I. Operating revenue 6,035,624,442.65 6,133,372,192.60 Less: Operating cost 4,644,457,006.09 4,690,817,575.37 Taxes and surcharges 37,243,922.63 34,478,215.83 Selling expenses 43,876,850.52 41,424,684.51 Administrative expenses 298,794,306.84 252,968,198.30 R&D expenses 246,667,877.34 279,691,985.86 Financial expenses 45,466,484.33 46,058,576.01 Including: Interest expenses 156,056,944.56 208,134,702.45 Interest income 111,419,579.71 108,419,319.10 Add: Other income 29,311,262.35 17,853,503.82 Investment income (or less: 855,697,868.30 860,886,523.39 losses) 128 Zhejiang Sanhua Intelligent Controls Co., Ltd. 2023 Annual Report Including: Investment income from associates and 6,857,976.74 7,043,506.52 joint ventures Gains from derecognition of financial assets at amortized cost (or less: losses) Gains on net exposure to hedging (or less: losses) Gains on changes in fair -2,305,364.33 1,577,988.74 value (or less: losses) Credit impairment loss (or -10,404,792.17 -66,279.41 less: losses) Assets impairment loss (or -58,872.39 -1,885,559.31 less: losses) Gains on asset disposal (or 780,544.45 66,064,875.35 less: losses) II. Operating profit (or less: 1,592,138,641.11 1,732,364,009.30 losses) Add: Non-operating revenue 1,573,287.56 647,594.43 Less: Non-operating 2,946,675.16 737,165.26 expenditures III. Profit before tax (or less: 1,590,765,253.51 1,732,274,438.47 total loss) Less: Income tax expense 106,853,406.95 108,939,145.40 IV. Net profit (or less: net loss) 1,483,911,846.56 1,623,335,293.07 (I) Net profit from continuing 1,483,911,846.56 1,623,335,293.07 operations (or less: net loss) (II) Net profit from discontinued operations (or less: net loss) V. Other comprehensive income after tax (I) Not to be reclassified subsequently to profit or loss 1.Changes in remeasurement on the net defined benefit plan 2. Items under equity method that will not be reclassified to profit or loss 3. Changes in fair value of other equity instrument investments 4. Changes in fair value of own credit risk 5. Others (II) To be reclassified subsequently to profit or loss 1. Items under equity method that may be reclassified to profit or loss 2. Changes in fair value of other debt investments 3. Profit or loss from reclassification of financial 129 Zhejiang Sanhua Intelligent Controls Co., Ltd. 2023 Annual Report assets into other comprehensive income 4. Provision for credit impairment of other debt investments 5. Cash flow hedging reserve (profit or loss on cash flow hedging) 6. Translation reserve 7. Others VI. Total comprehensive 1,483,911,846.56 1,623,335,293.07 income 5. Consolidated Cash Flow Statement Unit: RMB Items Year 2023 Year 2022 I. Cash flows from operating activities: Cash receipts from sale of goods or 24,566,452,573.26 20,872,917,738.46 rendering of services Net increase of client deposit and interbank deposit Net increase of central bank loans Net increase of loans from other financial institutions Cash receipts from original insurance contract premium Net cash receipts from reinsurance Net increase of policy-holder deposit and investment Cash receipts from interest, handling charges and commission Net increase of loans from others Net increase of repurchase Net cash receipts from agency security transaction Receipts of tax refund 484,789,623.62 622,285,533.37 Other cash receipts related to 339,834,145.05 275,140,313.95 operating activities Subtotal of cash inflows from 25,391,076,341.93 21,770,343,585.78 operating activities Cash payments for goods 16,770,167,910.97 15,301,115,799.05 purchased and services received Net increase of loans and advances to clients Net increase of central bank deposit and interbank deposit Cash payments for insurance indemnities of original insurance contracts Net increase of loans to others Cash payments for interest, handling charges and commission Cash payments for policy bonus 130 Zhejiang Sanhua Intelligent Controls Co., Ltd. 2023 Annual Report Cash paid to and on behalf of 3,528,344,941.32 2,745,851,492.25 employees Cash payments for taxes and rates 717,979,563.06 622,332,714.28 Other cash payments related to 650,619,571.95 591,377,089.64 operating activities Subtotal of cash outflows from 21,667,111,987.30 19,260,677,095.22 operating activities Net cash flows from operating 3,723,964,354.63 2,509,666,490.56 activities II. Cash flows from investing activities: Cash receipts from withdrawal of 1,250,000.00 investments Cash receipts from investment 2,671,131.50 4,682,003.17 income Net cash receipts from the disposal of fixed assets, intangible assets and 591,067,618.05 84,636,447.31 other long-term assets Net cash receipts from the disposal of subsidiaries & other business units Other cash receipts related to 1,101,747,550.91 293,240,000.00 investing activities Subtotal of cash inflows from 1,695,486,300.46 383,808,450.48 investing activities Cash payments for the acquisition of fixed assets, intangible assets and 2,745,462,227.77 2,941,806,763.96 other long-term assets Cash payments for investments 3,500,000.00 5,938,072.83 Net increase of pledged borrowings Net cash payments for the acquisition of subsidiaries & other business units Other cash payments related to 155,803,826.18 107,377,453.79 investing activities Subtotal of cash outflows from 2,904,766,053.95 3,055,122,290.58 investing activities Net cash flows from investing -1,209,279,753.49 -2,671,313,840.10 activities III. Cash flows from financing activities: Cash receipts from absorbing 7,090,938.20 224,850,000.00 investments Including: Cash received by subsidiaries from non-controlling 7,090,938.20 49,000,000.00 shareholders as investments Cash receipts from borrowings 1,567,786,939.45 3,001,232,279.95 Other cash receipts related to 31,874,512.08 48,847,167.15 financing activities Subtotal of cash inflows from 1,606,752,389.73 3,274,929,447.10 financing activities Cash payments for the repayment 1,308,452,644.96 2,670,214,365.21 of borrowings Cash payments for distribution of dividends or profits and for interest 1,066,830,039.62 1,021,597,287.64 expenses 131 Zhejiang Sanhua Intelligent Controls Co., Ltd. 2023 Annual Report Including: Cash paid by subsidiaries to non-controlling 25,692,386.09 8,000,000.00 shareholders as dividend or profit Other cash payments related to 323,319,993.66 179,992,099.61 financing activities Subtotal of cash outflows from 2,698,602,678.24 3,871,803,752.46 financing activities Net cash flows from financing -1,091,850,288.51 -596,874,305.36 activities IV. Effect of foreign exchange rate 151,792,584.44 118,848,031.58 changes on cash & cash equivalents V. Net increase in cash and cash 1,574,626,897.07 -639,673,623.32 equivalents Add: Opening balance of cash and 2,050,328,601.77 2,690,002,225.09 cash equivalents VI. Closing balance of cash and cash 3,624,955,498.84 2,050,328,601.77 equivalents 6. Cash Flow Statement of the Parent Company Unit: RMB Items Year 2023 Year 2022 I. Cash flows from operating activities: Cash receipts from sale of goods and 5,249,148,595.56 5,367,245,758.43 rendering of services Receipts of tax refund 97,118,035.37 111,835,579.64 Other cash receipts related to 93,644,650.81 37,286,693.99 operating activities Subtotal of cash inflows from 5,439,911,281.74 5,516,368,032.06 operating activities Cash payments for goods purchased 3,843,328,325.84 4,083,441,935.71 and services received Cash paid to and on behalf of 555,364,759.84 522,088,529.80 employees Cash payments for taxes and rates 131,083,648.39 127,349,235.37 Other cash payments related to 107,109,355.87 81,209,792.50 operating activities Subtotal of cash outflows from 4,636,886,089.94 4,814,089,493.38 operating activities Net cash flows from operating 803,025,191.80 702,278,538.68 activities II. Cash flows from investing activities: Cash receipts from withdrawal of 1,250,000.00 investments Cash receipts from investment 296,264,902.08 882,489,350.91 income Net cash receipts from the disposal of fixed assets, intangible assets and 100,682,940.02 22,329,052.30 other long-term assets Net cash receipts from the disposal of subsidiaries & other business units Other cash receipts related to 907,825,506.19 64,159,339.81 investing activities Subtotal of cash inflows from investing 1,304,773,348.29 970,227,743.02 132 Zhejiang Sanhua Intelligent Controls Co., Ltd. 2023 Annual Report activities Cash payments for the acquisition of fixed assets, intangible assets and other 298,167,575.30 233,324,050.58 long-term assets Cash payments for investments 249,714,910.39 1,067,688,900.00 Net cash payments for the acquisition of subsidiaries & other business units Other cash payments related to 1,436,710,655.47 641,733,853.66 investing activities Subtotal of cash outflows from 1,984,593,141.16 1,942,746,804.24 investing activities Net cash flows from investing -679,819,792.87 -972,519,061.22 activities III. Cash flows from financing activities: Cash receipts from absorbing 175,850,000.00 investments Cash receipts from borrowings 800,000,000.00 2,299,092,500.00 Other cash receipts related to 2,237,929,883.41 677,506,135.83 financing activities Subtotal of cash inflows from 3,037,929,883.41 3,152,448,635.83 financing activities Cash payments for the repayment of 540,733,987.38 2,030,000,000.00 borrowings Cash payments for distribution of dividends or profits and for interest 979,392,786.32 976,048,229.99 expenses Other cash payments related to 844,479,220.53 258,895,668.90 financing activities Subtotal of cash outflows from 2,364,605,994.23 3,264,943,898.89 financing activities Net cash flows from financing 673,323,889.18 -112,495,263.06 activities IV. Effect of foreign exchange rate changes on cash and cash equivalents V. Net increase in cash and cash 796,529,288.11 -382,735,785.60 equivalents Add: Opening balance of cash and 996,678,169.38 1,379,413,954.98 cash equivalents VI. Closing balance of cash and cash 1,793,207,457.49 996,678,169.38 equivalents 7. Consolidated Statement of Changes in Owners' Equity Amount of this period 133 Zhejiang Sanhua Intelligent Controls Co., Ltd. 2023 Annual Report Unit: RMB Year 2023 Equity Attributable to parent Company Other equity Gen Non- instruments Other Spe Items Share Less: eral Undistrib controlli Prefe Perpe Capital compre cial Surplus Oth Total equity Capita treasury risk uted Subtotal ng rred tual Oth reserve hensive rese reserve ers l shares reser profit interest share bond ers income rve ve s s 409, I. Balance at 3,590,8 - 544, 282,602,69 330,022,9 863,523,0 8,133,336, 12,941,310, 177,989,7 13,119,300,190 the end of 69,465. 8,543,048 970. 5.98 75.53 59.01 242.88 409.42 81.40 .82 prior year 00 .33 41 Add: Cumulative changes of accounting policies Error correction of prior period Business combination under common control Others II. Balance at 409, 3,590,8 - the beginning 544, 282,602,69 330,022,9 863,523,0 8,133,336, 12,941,310, 177,989,7 13,119,300,190 69,465. 8,543,048 of current 970. 5.98 75.53 59.01 242.88 409.42 81.40 .82 00 .33 year 41 - III. Current 141,74 409, - period 3,173,040, 93,445,61 123,300,1 148,391,1 1,869,605, 4,953,093,5 4,944,407,433. 6,070.0 544, 8,686,141 increase (or 870.00 6.04 12.61 84.66 924.55 75.37 54 0 970. .83 less: decrease) 41 134 Zhejiang Sanhua Intelligent Controls Co., Ltd. 2023 Annual Report (I) Total 123,300,1 2,920,992, 3,044,293,0 12,721,79 3,057,014,851. comprehensiv 12.61 940.01 52.62 8.98 60 e income - (II) Capital 141,74 409, contributed or 3,173,040, 93,445,61 2,811,796,3 4,284,445 2,816,080,798. 6,070.0 544, withdrawn by 870.00 6.04 53.55 .28 83 0 970. owners 41 1. Ordinary shares 7,090,938 7,090,938.20 contributed by .20 owners 2. Capital - contributed by 141,92 409, 3,104,716, 2,837,098,2 2,837,098,211. holders of 6,470.0 544, 711.55 11.14 14 other equity 0 970. instruments 41 3. Amount of share-based 69,716,518 69,716,518. payment 69,716,518.45 .45 45 included in equity - - - - 93,445,61 4. Others 180,40 1,392,360. 95,018,376. 2,806,492 -97,824,868.96 6.04 0.00 00 04 .92 - - - (III) Profit 148,391,1 - 1,051,387, 902,995,83 25,692,38 distribution 84.66 928,688,216.89 015.46 0.80 6.09 1. - Appropriation 148,391,1 148,391,18 of surplus 84.66 4.66 reserve 2. Appropriation of general risk reserve 3. - - - - Appropriation 902,995,83 902,995,83 25,692,38 928,688,216.89 135 Zhejiang Sanhua Intelligent Controls Co., Ltd. 2023 Annual Report of profit to 0.80 0.80 6.09 owners 4. Others (IV) Internal carry-over within equity 1. Transfer of capital reserve to capital 2. Transfer of surplus reserve to capital 3. Surplus reserve to cover losses 4. Changes in defined benefit plan carried over to retained earnings 5. Other comprehensiv e income carried over to retained earnings 6. Others (V) Special reserve 1. Appropriation of current period 2. Application of current period 136 Zhejiang Sanhua Intelligent Controls Co., Ltd. 2023 Annual Report (VI) Others IV. Balance at 3,732,6 3,455,643, 423,468,5 114,757,0 1,011,914 10,002,942 17,894,403, 169,303,6 18,063,707,624 the end of 15,535. 565.98 91.57 64.28 ,243.67 ,167.43 984.79 39.57 .36 current period 00 Amount of Previous Period Unit: RMB Year 2022 Equity Attributable to parent Company Other equity Sha instruments Other Spe Gen Non- Items re Less: eral Ot Pref Perp Capital compreh cial Surplus Undistribute controlling Total equity Ca treasury risk d profit her Subtotal interest erred etual reserve ensive rese reserve reser pita Others shares s shar bond income rve ve l es s 3,59 I. Balance at - 1,09 409,684,6 373,419,7 411,949,6 701,784,5 6,615,689, 11,150,308, 102,282,3 11,252,590, the end of 129,410,8 0,21 02.93 75.02 12.90 29.70 606.07 271.43 37.30 608.73 prior year 47.39 8.00 Add: Cumulative changes of accounting policies Error correction of prior period Business combination under common control Others 3,59 - II. Balance at 409,684,6 373,419,7 411,949,6 701,784,5 6,615,689, 11,150,308, 102,282,3 11,252,590, 1,09 129,410,8 the beginning 02.93 75.02 12.90 29.70 606.07 271.43 37.30 608.73 0,21 47.39 137 Zhejiang Sanhua Intelligent Controls Co., Ltd. 2023 Annual Report of current 8.00 year III. Current - period - - - 220, 120,867,7 161,738,5 1,517,646, 1,791,002,1 75,707,44 1,866,709,5 increase (or 139,632.5 90,817,07 81,926,63 753. 99.06 29.31 636.81 37.99 4.10 82.09 less: 2 9.04 7.37 00 decrease) (I) Total 120,867,7 2,573,344, 2,694,211,9 34,707,44 2,728,919,4 comprehensiv 99.06 179.92 78.98 4.10 23.08 e income (II) Capital - - - - - contributed or 220, 49,000,00 39,749,172. 139,632.5 90,817,07 81,926,63 9,250,827.1 withdrawn by 753. 0.00 81 2 9.04 7.37 9 owners 00 1. Ordinary - - shares 49,000,00 49,000,000. 149,824,2 149,824,2 contributed 0.00 00 00.00 00.00 by owners 2. Capital contributed 47,6 - 1,020,868 by holders of 97.0 139,632.5 928,933.25 928,933.25 .77 other equity 0 2 instruments 3. Amount of share-based 59,586,62 59,586,627. 59,586,627. payment 7.19 19 19 included in equity - - - - 268, 67,897,56 4. Others 1,600,375 69,766,387. 69,766,387. 450. 2.63 .00 63 63 00 - - - - (III) Profit 161,738,5 1,055,697, 893,959,013 8,000,000 901,959,01 distribution 29.31 543.11 .80 .00 3.80 1. - 161,738,5 Appropriation 161,738,52 29.31 of surplus 9.31 138 Zhejiang Sanhua Intelligent Controls Co., Ltd. 2023 Annual Report reserve 2. Appropriation of general risk reserve 3. - - - - Appropriation 893,959,01 893,959,013 8,000,000 901,959,01 of profit to 3.80 .80 .00 3.80 owners 4. Others (IV) Internal carry-over within equity 1. Transfer of capital reserve to capital 2. Transfer of surplus reserve to capital 3. Surplus reserve to cover losses 4. Changes in defined benefit plan carried over to retained earnings 5. Other comprehensiv e income carried over to retained earnings 6. Others (V) Special 139 Zhejiang Sanhua Intelligent Controls Co., Ltd. 2023 Annual Report reserve 1. Appropriation of current period 2. Application of current period (VI) Others 3,59 IV. Balance - 0,86 409,544,9 282,602,6 330,022,9 863,523,0 8,133,336, 12,941,310, 177,989,7 13,119,300, at the end of 8,543,048. 9,46 70.41 95.98 75.53 59.01 242.88 409.42 81.40 190.82 current period 33 5.00 8. Statement of Changes in Owners' Equity of the Parent Company Amount of this period Unit: RMB Year 2023 Other equity instruments Other Spec Less: Items Share Prefer Perpet Capital comprehe ial Surplus Undistribute Oth treasury Total equity Capital red ual Others reserve nsive reser reserve d profit ers shares shares bonds income ve I. Balance at the 3,590,86 409,544,970. 1,180,826,355 330,022,975. 735,430,886. 1,335,689,278. 6,922,337,980. end of prior 9,465.00 41 .13 53 69 94 64 year Add: Cumulative changes of accounting policies Error correction of prior period Others 140 Zhejiang Sanhua Intelligent Controls Co., Ltd. 2023 Annual Report II. Balance at 3,590,86 409,544,970. 1,180,826,355 330,022,975. 735,430,886. 1,335,689,278. 6,922,337,980. the beginning 9,465.00 41 .13 53 69 94 64 of current year III. Current - period increase 141,746, 3,170,450,098 93,445,616.0 148,391,184. 432,524,831.1 3,390,121,597. 409,544,970. (or less: 070.00 .35 4 66 0 66 41 decrease) (I) Total 1,483,911,846. 1,483,911,846. comprehensive 56 56 income (II) Capital - contributed or 141,746, 3,170,450,098 93,445,616.0 2,809,205,581. 409,544,970. withdrawn by 070.00 .35 4 90 41 owners 1. Ordinary shares contributed by owners 2. Capital contributed by - 141,926, 3,104,716,711 2,837,098,211. holders of other 409,544,970. 470.00 .55 14 equity 41 instruments 3. Amount of share-based payment 67,125,746.80 67,125,746.80 included in equity - 93,445,616.0 4. Others 180,400. -1,392,360.00 -95,018,376.04 4 00 - - (III) Profit 148,391,184. 1,051,387,015. 902,995,830.8 distribution 66 46 0 1. - Appropriation 148,391,184. 148,391,184.6 of surplus 66 6 reserve 141 Zhejiang Sanhua Intelligent Controls Co., Ltd. 2023 Annual Report 2. - - Appropriation 902,995,830.8 902,995,830.8 of profit to 0 0 owners 3. Others (IV) Internal carry-over within equity 1.Transfer of capital reserve to capital 2.Transfer of surplus reserve to capital 3.Surplus reserve to cover losses 4. Changes in defined benefit plan carried over to retained earnings 5. Other comprehensive income carried over to retained earnings 6. Others (V) Special reserve 1. Appropriation of current period 2. Application of current period (VI) Others 142 Zhejiang Sanhua Intelligent Controls Co., Ltd. 2023 Annual Report IV. Balance at 3,732,61 4,351,276,453 423,468,591. 883,822,071. 1,768,214,110. 10,312,459,57 the end of 5,535.00 .48 57 35 04 8.30 current period Amount of Previous Period Unit: RMB Year 2022 Other equity instruments Other Spec Less: Items Share Prefer Perpet Capital comprehen ial Surplus Undistribute Othe treasury Total equity Capital red ual Others reserve sive reser reserve d profit rs shares shares bonds income ve I. Balance at 3,591,090, 409,684,602. 1,267,607,857 411,949,612. 573,097,357. 768,646,528.9 6,198,176,952. the end of 218.00 93 .61 90 38 8 00 prior year Add: Cumulative changes of accounting policies Error correction of prior period Others II. Balance at the beginning 3,591,090, 409,684,602. 1,267,607,857 411,949,612. 573,097,357. 768,646,528.9 6,198,176,952. of current 218.00 93 .61 90 38 8 00 year III. Current period - - - 162,333,529. 567,042,749.9 724,161,028.6 increase (or -139,632.52 81,926,637.3 220,753.00 86,781,502.48 31 6 4 less: 7 decrease) (I) Total 1,623,335,293 1,623,335,293. comprehensiv .07 07 e income - (II) Capital - - -139,632.52 81,926,637.3 -5,215,250.63 contributed or 220,753.00 86,781,502.48 7 143 Zhejiang Sanhua Intelligent Controls Co., Ltd. 2023 Annual Report withdrawn by owners 1. Ordinary - - shares 149,824,200.0 149,824,200. contributed 0 00 by owners 2. Capital contributed by holders of 47,697.00 -139,632.52 1,020,868.77 928,933.25 other equity instruments 3. Amount of share-based payment 63,622,203.75 63,622,203.75 included in equity - 67,897,562.6 4. Others -1,600,375.00 -69,766,387.63 268,450.00 3 - - (III) Profit 162,333,529. 1,056,292,543 893,959,013.8 distribution 31 .11 0 1. - Appropriation 162,333,529. 162,333,529.3 of surplus 31 1 reserve 2. - - Appropriation 893,959,013.8 893,959,013.8 of profit to 0 0 owners 3. Others (IV) Internal carry-over within equity 1.Transfer of capital reserve to capital 144 Zhejiang Sanhua Intelligent Controls Co., Ltd. 2023 Annual Report 2.Transfer of surplus reserve to capital 3.Surplus reserve to cover losses 4. Changes in defined benefit plan carried over to retained earnings 5. Other comprehensiv e income carried over to retained earnings 6. Others (V) Special reserve 1. Appropriation of current period 2. Application of current period (VI) Others IV. Balance 3,590,869, 409,544,970. 1,180,826,355 330,022,975. 735,430,886. 1,335,689,278 6,922,337,980. at the end of 465.00 41 .13 53 69 .94 64 current period 145 Zhejiang Sanhua Intelligent Controls Co., Ltd. 2023 Annual Report III. Company profile The Company was established by the original Sanhua Fuji Koki Co., Ltd. The Company currently holds a business license with a unified social credit code of 913300006096907427 registered and issued by Zhejiang Administration of Industry and Commerce, with headquarter in Shaoxing City, Zhejiang Province. The registered capital of 3,732,615,535.00 yuan, total share of 3,732,615,535 shares (each with par value of one yuan). The Company’s shares were listed at Shenzhen Stock Exchange. The Company operates in the machinery manufacturing industry. Business scope includes production and marketing of Service Valve, Electronic Expansion valve, Drainage Pump, Solenoid Valve, One-way Valve, Compressor Parts, Pressure Pipeline Components, Electromechanical Hydraulic Control Pump and other electromechanical hydraulic control components, undertaking services of inspection, test and analysis of refrigeration accessories, and engaging in import and export business. Main products include control components and parts of household appliances and automobile A/C. The Company operates in the machinery manufacturing industry, main business activities include research and development, production and sales of refrigeration and air-conditioning appliances and automotive components. These financial statements were approved for public reporting on April 28, 2024 by the Company's Seventh and Twenty-first Board of Directors. 146 Zhejiang Sanhua Intelligent Controls Co., Ltd. 2023 Annual Report IV. Preparation basis of the financial statements 1. Preparation basis The financial statements have been prepared on the basis of going concern. 2. Going concern The Company has no events or conditions that may cast significant doubts upon the Company’s ability to continue as a going concern within the 12 months after the balance sheet date. V. Significant accounting policies and estimates Tips on specific accounting policies and accounting estimates: The Company has set up accounting policies and estimates on transactions or events such as impairment of financial instruments, inventories, depreciation of fixed assets, construction in progress, intangible assets, revenue recognition, share-based payment,etc., based on the Company’s actual production and operation features. 1.Statement of compliance with China Accounting Standards for Business Enterprises The financial statements have been prepared in accordance with the requirements of China Accounting Standards for Business Enterprises (CASBEs), and present truly and completely the financial position, results of operations and cash flows of the Company. 2.Accounting period The accounting year of the Company runs from January 1 to December 31 under the Gregorian calendar. 3. Operating cycle The Company has a relatively short operating cycle for its business, an asset or a liability is classified as current if it is expected to be realized or due within 12 months. 4. Functional currency The functional currency of the Company and its domestic subsidiaries is Renminbi (RMB) Yuan, while the functional currency of subsidiaries engaged in overseas operations including SANHUA AWECO Appliance Systems GmbH、Sanhua International Inc etc. is the currency of the primary economic environment in which they operate. 5. Determination method and basis for selection of materiality √ Applicable □Not Applicable 147 Zhejiang Sanhua Intelligent Controls Co., Ltd. 2023 Annual Report Disclosed items involving materiality judgements Materiality criteria Individual accruals accounting for more than 5% of Significant accounts receivable with provision for bad the total bad debt provision for all types of accounts debts made on an individual basis receivable and amounting to more than 30 million yuan are considered significant. Individual accruals accounting for 5% or more of the Significant other receivables with provision for bad total bad debt provision for each category of other debts made on an individual basis receivables and amounting to more than 20 million yuan are considered significant. The budget for a single project is more than 500 Significant construction in progress million yuan. A single investing activity that accounts for more than 5% of the total cash inflows or outflows related to the Significant cash flows from investing activities receipt or disbursement of cash related to investing activities and is greater than 50 million yuan is considered to be significant. Subsidiaries with total assets/total revenue/profit before tax in excess of 15% of the group’s total Significant subsidiaries, not wholly-owned assets/total revenue/profit before tax are identified as subsidiaries significant subsidiaries/significant not wholly-owned subsidiaries. Significant joint ventures, associates and joint Joint ventures or associates with total assets exceeding operations 1 billion yuan are considered significant. Project matters in which the Company is involved in Significant commitments fundraising are considered significant. Distribution of profit after the balance sheet date, Significant events subsequent to the balance sheet date significant financing, etc. 6. Accounting treatments of business combination under and not under common control 1. Accounting treatment of business combination under common control Assets and liabilities arising from business combination are measured at carrying amount of the combined party included in the consolidated financial statements of the ultimate controlling party at the combination date. Difference between carrying amount of the equity of the combined party included in the consolidated financial statements of the ultimate controlling party and that of the combination consideration or total par value of shares issued is adjusted to capital reserve, if the balance of capital reserve is insufficient to offset, any excess is adjusted to retained earnings. 2. Accounting treatment of business combination not under common control When combination cost is in excess of the fair value share of identifiable net assets obtained from the acquiree at the acquisition date, the excess is recognized as goodwill; If the combination cost is less than the fair value share of identifiable net assets obtained from the acquiree, the fair value of the identifiable assets, liabilities, and contingent liabilities obtained from the acquiree, as well as the measurement of the combination cost, need to be reviewed at first. After review, if the combination cost is still less than the fair value share of the identifiable net assets obtained from the acquiree , the difference is recognized in profit or loss. 7. Judgement criteria for control and compilation method of consolidated financial statements 1.Judgement of control Having the power over the invested party, enjoying variable returns through participating in related activities 148 Zhejiang Sanhua Intelligent Controls Co., Ltd. 2023 Annual Report of the invested party, and having the ability to use the power over the invested party to influence its variable return amount, is recognized as control. 2. Compilation method of consolidated financial statements The parent company brings all its controlled subsidiaries into the consolidation scope. The consolidated financial statements are compiled by the parent company according to “CASBE 33 – Consolidated Financial Statements”, based on relevant information and the financial statements of the parent company and its subsidiaries. 8. Recognition criteria of cash and cash equivalents Cash as presented in cash flow statement refers to cash on hand and deposit on demand for payment. Cash equivalents refer to short-term, highly liquid investments that can be readily converted to cash and that are subject to an insignificant risk of changes in value. 9. Foreign currency translation 1. Translation of transactions denominated in foreign currency Transactions denominated in foreign currency are translated into RMB yuan at the spot exchange rate or the approximate exchange rate similar to the spot exchange rate at the transaction date at initial recognition. At the balance sheet date, monetary items denominated in foreign currency are translated at the spot exchange rate at the balance sheet date with difference, except for those arising from the principal and interest of exclusive borrowings eligible for capitalization, included in profit or loss; non-cash items carried at historical costs are translated at the spot exchange rate at the transaction date, with its RMB amount unchanged; non-cash items carried at fair value in foreign currency are translated at the spot exchange rate at the date when the fair value was determined, with difference included in profit or loss or other comprehensive income. 2. Translation of financial statements measured in foreign currency The assets and liabilities in the balance sheet are translated at the spot rate at the balance sheet date; the equity items, other than undistributed profit, are translated at the spot rate at the transaction date; the revenues and expenses in the income statement are translated at the approximate exchange rate similar to the systematically and rationally determined spot exchange rate at the transaction date. The difference arising from foreign currency translation is included in other comprehensive income. 10.Financial instruments 1. Classification of financial assets and financial liabilities Financial assets are classified into the following three categories when initially recognized: (1) financial assets at amortized cost; (2) financial assets at fair value through other comprehensive income; (3) financial assets at fair value through profit or loss. Financial liabilities are classified into the following four categories when initially recognized: (1) financial liabilities at fair value through profit or loss; (2) financial liabilities that arise when a transfer of a financial asset does not qualify for derecognition or when the continuing involvement approach applies; (3) financial guarantee contracts not fall within the above categories (1) and (2), and commitments to provide a loan at a below-market interest rate, which do not fall within the above category (1); (4) financial liabilities at amortized cost. 2. Recognition criteria, measurement method and derecognition condition of financial assets and financial liabilities (1) Recognition criteria and measurement method of financial assets and financial liabilities 149 Zhejiang Sanhua Intelligent Controls Co., Ltd. 2023 Annual Report When the Company becomes a party to a financial instrument, it is recognized as a financial asset or financial liability. The financial assets and financial liabilities initially recognized by the Company are measured at fair value; for the financial assets and liabilities at fair value through profit or loss, the transaction expenses thereof are directly included in profit or loss; for other categories of financial assets and financial liabilities, the transaction expenses thereof are included into the initially recognized amount. However, at initial recognition, for accounts receivable that do not contain a significant financing component or in circumstances where the Company does not consider the financing components in contracts within one year, the Company measures the transaction price in accordance with “CASBE 14 – Revenues”. (2) Subsequent measurement of financial assets 1) Financial assets measured at amortized costs The Company measures its financial assets at the amortized costs using effective interest method. Gains or losses on financial assets that are measured at amortized cost and are not part of hedging relationships shall be included into profit or loss when the financial assets are derecognized, reclassified, through the amortization process or in order to recognize impairment gains or losses. 2) Debt instrument investments at fair value through other comprehensive income The Company measures its debt instrument investments at fair value. Interests, impairment losses or gains, and gains and losses on foreign exchange that calculated using effective interest method shall be included into profit or loss, while other gains or losses are included into other comprehensive income. Accumulated gains or losses that initially recognized as other comprehensive income should be transferred out into profit or loss when the financial assets are derecognized. 3) Equity instrument investments at fair value through other comprehensive income The Company measures its equity instrument investments at fair value. Dividends obtained (other than those as part of investment cost recovery) shall be included into profit or loss, while other gains or losses are included into other comprehensive income. Accumulated gains or losses that initially recognized as other comprehensive income should be transferred out into retained earnings when the financial assets are derecognized. 4) Financial assets at fair value through profit or loss The Company measures its financial assets at fair value. Gains or losses arising from changes in fair value (including interests and dividends) shall be included into profit or loss, except for financial assets that are part of hedging relationships. (3) Subsequent measurement of financial liabilities 1) Financial liabilities at fair value through profit or loss Financial liabilities at fair value through profit or loss include held-for-trading financial liabilities (including derivatives that are liabilities) and financial liabilities designated as at fair value through profit or loss. The Company measures such kind of liabilities at fair value. The amount of changes in the fair value of the financial liabilities that are attributable to changes in the Company’s own credit risk shall be included into other comprehensive income, unless such treatment would create or enlarge accounting mismatches in profit or loss. Other gains or losses on those financial liabilities (including interests, changes in fair value that are attributable to reasons other than changes in the Company’s own credit risk) shall be included into profit or loss, except for financial liabilities that are part of hedging relationships. Accumulated gains or losses that originally recognized as other comprehensive income should be transferred out into retained earnings when the financial liabilities are derecognized. 2) Financial liabilities that arise when a transfer of a financial asset does not qualify for derecognition or when the continuing involvement approach applies The Company measures its financial liabilities in accordance with “CASBE 23 – Transfer of Financial Assets”. 3) Financial guarantee contracts not fall within the above categories 1) and 2), and commitments to provide a 150 Zhejiang Sanhua Intelligent Controls Co., Ltd. 2023 Annual Report loan at a below-market interest rate, which do not fall within the above category 1) The Company measures its financial liabilities at the higher of: a. the amount of loss allowances in accordance with impairment requirements of financial instruments; b. the amount initially recognized less the amount of accumulated amortization recognized in accordance with “CASBE 14 – Revenues”. 4) Financial liabilities at amortized cost The Company measures its financial liabilities at amortized cost using effective interest method. Gains or losses on financial liabilities that are measured at amortized cost and are not part of hedging relationships shall be included into profit or loss when the financial liabilities are derecognized and amortized using effective interest method. (4) Derecognition of financial assets and financial liabilities 1) Financial assets are derecognized when: a. the contractual rights to the cash flows from the financial assets expire; b. the financial assets have been transferred and the transfer qualifies for derecognition in accordance with “CASBE 23 – Transfer of Financial Assets”. 2) Only when the underlying present obligations of a financial liability are relieved totally or partly may the financial liability be derecognized accordingly. 3. Recognition criteria and measurement method of financial assets transfer Where the Company has transferred substantially all of the risks and rewards related to the ownership of the financial asset, it derecognizes the financial asset, and any right or liability arising from such transfer is recognized independently as an asset or a liability. If it retained substantially all of the risks and rewards related to the ownership of the financial asset, it continues recognizing the financial asset. Where the Company does not transfer or retain substantially all of the risks and rewards related to the ownership of a financial asset, it is dealt with according to the circumstances as follows respectively: (1) if the Company does not retain its control over the financial asset, it derecognizes the financial asset, and any right or liability arising from such transfer is recognized independently as an asset or a liability; (2) if the Company retains its control over the financial asset, according to the extent of its continuing involvement in the transferred financial asset, it recognizes the related financial asset and recognizes the relevant liability accordingly. If the transfer of an entire financial asset satisfies the conditions for derecognition, the difference between the amounts of the following two items is included in profit or loss: (1) the carrying amount of the transferred financial asset as of the date of derecognition; (2) the sum of consideration received from the transfer of the financial asset, and the accumulative amount of the changes of the fair value originally included in other comprehensive income proportionate to the transferred financial asset (financial assets transferred refer to debt instrument investments at fair value through other comprehensive income). If the transfer of financial asset partially satisfies the conditions to derecognition, the entire carrying amount of the transferred financial asset is, between the portion which is derecognized and the portion which is not, apportioned according to their respective relative fair value, and the difference between the amounts of the following two items is included into profit or loss: (1) the carrying amount of the portion which is derecognized; (2) the sum of consideration of the portion which is derecognized, and the portion of the accumulative amount of the changes in the fair value originally included in other comprehensive income which is corresponding to the portion which is derecognized (financial assets transferred refer to debt instrument investments at fair value through other comprehensive income). 4. Fair value determination method of financial assets and liabilities The Company uses valuation techniques that are appropriate in the circumstances and for which sufficient data and information are available to measure fair value. The inputs to valuation techniques used to measure fair value are arranged in the following hierarchy and used accordingly: 151 Zhejiang Sanhua Intelligent Controls Co., Ltd. 2023 Annual Report (1) Level 1 inputs are unadjusted quoted prices in active markets for identical assets or liabilities that the Company can access at the measurement date. (2) Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 inputs include: quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability, for example, interest rates and yield curves observable at commonly quoted intervals; market-corroborated inputs; (3) Level 3 inputs are unobservable inputs for the asset or liability. Level 3 inputs include interest rate that is not observable and cannot be corroborated by observable market data at commonly quoted intervals, historical volatility, future cash flows to be paid to fulfill the disposal obligation assumed in business combination, financial forecast developed using the Company’s own data, etc. 5. Impairment of financial instruments The Company, on the basis of expected credit loss, recognizes loss allowances of financial assets at amortized cost, debt instrument investments at fair value through other comprehensive income, contract assets, leases receivable, loan commitments other than financial liabilities at fair value through profit or loss, financial guarantee contracts not belong to financial liabilities at fair value through profit or loss or financial liabilities that arise when a transfer of a financial asset does not qualify for derecognition or when the continuing involvement approach applies. Expected credit losses refer to the weighted average of credit losses with the respective risks of a default occurring as the weights. Credit loss refers to the difference between all contractual cash flows that are due to the Company in accordance with the contract and all the cash flows that the Company expects to receive (i.e. all cash shortfalls), discounted at the original effective interest rate. Among which, purchased or originated credit-impaired financial assets are discounted at the credit-adjusted effective interest rate. At the balance sheet date, the Company shall only recognize the cumulative changes in the lifetime expected credit losses since initial recognition as a loss allowance for purchased or originated credit-impaired financial assets. For leases receivable, and accounts receivable and contract assets resulting from transactions regulated in “CASBE 14 – Revenues”, the Company chooses simplified approach to measure the loss allowance at an amount equal to lifetime expected credit losses. For financial assets other than the above, on each balance sheet date, the Company shall assess whether the credit risk on the financial instrument has increased significantly since initial recognition. The Company shall measure the loss allowance for the financial instrument at an amount equal to the lifetime expected credit losses if the credit risk on that financial instrument has increased significantly since initial recognition; otherwise, the Company shall measure the loss allowance for that financial instrument at an amount equal to 12-month expected credit loss. Considering reasonable and supportable forward-looking information, the Company compares the risk of a default occurring on the financial instrument as at the balance sheet date with the risk of a default occurring on the financial instrument as at the date of initial recognition, so as to assess whether the credit risk on the financial instrument has increased significantly since initial recognition. The Company may assume that the credit risk on a financial instrument has not increased significantly since initial recognition if the financial instrument is determined to have relatively low credit risk at the balance sheet date. The Company shall estimate expected credit risk and measure expected credit losses on an individual or a collective basis. When the Company adopts the collective basis, financial instruments are grouped with similar credit risk features. 152 Zhejiang Sanhua Intelligent Controls Co., Ltd. 2023 Annual Report The Company shall remeasure expected credit loss on each balance sheet date, and increased or reversed amounts of loss allowance arising therefrom shall be included into profit or loss as impairment losses or gains. For a financial asset measured at amortized cost, the loss allowance reduces the carrying amount of such financial asset presented in the balance sheet; for a debt investment measured at fair value through other comprehensive income, the loss allowance shall be recognized in other comprehensive income and shall not reduce the carrying amount of such financial asset. 6. Offsetting financial assets and financial liabilities Financial assets and financial liabilities are presented separately in the balance sheet and are not offset. However, the Company offsets a financial asset and a financial liability and presents the net amount in the balance sheet when, and only when, the Company: (1) currently has a legally enforceable right to set off the recognized amounts; and (2) intends either to settle on a net basis, or to realize the asset and settle the liability simultaneously. For a transfer of a financial asset that does not qualify for derecognition, the Company does not offset the transferred asset and the associated liability. Recognition criteria and accrual method for expected credit losses of receivables and contract assets 1. Receivables and contract assets with expected credit losses measured on a collective basis using similar credit risk features Basis for Categories determination of Method for measuring expected credit loss portfolio Notes receivable-Bank acceptance receivable Based on historical credit loss experience, the current situation and the forecast of future economic Notes receivable -Trade Type of notes conditions, the Company calculates expected credit acceptance receivable loss through exposure at default and lifetime expected Notes receivable -finance credit loss rate. company Based on historical credit loss experience, the current situation and the forecast of future economic Accounts receivable – Aging conditions, the Company prepares the comparison Portfolio grouped with aging table of accounts receivable ages and lifetime expected credit loss rate , so as to calculate expected credit loss. Based on historical credit loss experience, the current situation and the forecast of future economic Other receivable – Portfolio Aging conditions, the Company prepares the comparison grouped with aging table of other receivable ages and lifetime expected credit loss rate , so as to calculate expected credit loss. 2.Accounts receivable – comparison table of aging and lifetime expected credit loss rate of portfolio grouped with aging. Aging Expected credit loss rate (%) Within 1 year 5% 1-2 years 10% 2-3 years 30% Over 3 years 50% Aging of accounts receivable/other receivables/… are calculated from the month when such receivables are accrued. 3.Recognition criteria for receivables and contract assets with expected credit losses measured on an individual basis For receivables and contract assets whose credit risk is significantly different from that of portfolios, the 153 Zhejiang Sanhua Intelligent Controls Co., Ltd. 2023 Annual Report Company accrues expected credit losses on an individual basis. 11.Inventories 1. Classification of inventories Inventories include finished goods or goods held for sale in the ordinary course of business, work in process in the process of production, materials or supplies etc., to be consumed in the production process or in the rendering of services. 2. Accounting method for dispatching inventories Inventories dispatched from storage are accounted for with weighted average method or specific identification method at the end of each month. 3. Basis for determining net realizable value At the balance sheet date, inventories are measured at the lower of cost or net realizable value; provisions for inventory write-down are made on the excess of its cost over the net realizable value. 4. Inventory system The perpetual inventory system is adopted. 5. Amortization method of low-value consumables and packages Low-value consumables and packages are amortized with one-off method at the time of purchase or receipt. 12.Long-term equity investments 1. Judgment of joint control and significant influence Joint control is the contractually agreed sharing of control of an arrangement, which exists only when decisions about the relevant activities require the unanimous consent of the parties sharing control. Significant influence is the power to participate in the financial and operating policy decisions of the investee but is not control or joint control of these policies. 2. Determination of investment cost (1) For business combination under common control, if the consideration of the combining party is that it makes payment in cash, transfers non-cash assets, assumes its liabilities or issues equity securities, on the date of combination, it regards the share of the carrying amount of the equity of the combined party included the consolidated financial statements of the ultimate controlling party as the initial cost of the investment. The difference between the initial cost of the long-term equity investments and the carrying amount of the combination consideration paid or the par value of shares issued offsets capital reserve; if the balance of capital reserve is insufficient to offset, any excess is adjusted to retained earnings. (2) For business combination not under common control, investment cost is initially recognized at the acquisition-date fair value of considerations paid. (3) Long-term equity investments obtained through ways other than business combination, the initial cost of a long-term equity investment obtained by making payment in cash is the purchase cost which is actually paid. 3. Subsequent measurement and recognition method of profit or loss For long-term equity investments with control relationship, it is accounted for with cost method; for long-term equity investments of associated enterprises and cooperative enterprises, it is accounted for with equity method. 154 Zhejiang Sanhua Intelligent Controls Co., Ltd. 2023 Annual Report 13. Investment property Measurement model of investment property Cost method measurement Depreciation or amortization method 1. Investment property includes land use right of leased-out property and of property held for capital appreciation and buildings that have been leased out. 2. The initial measurement of investment property is based on its cost, and subsequent measurement is made using the cost model, the depreciation or amortization method is the same as that of fixed assets and intangible assets. 14. Fixed assets (1)Recognition principles of fixed assets Fixed assets are tangible assets held for use in the production of goods or rendering of services, for rental to others, or for administrative purposes, and expected to be used during more than one accounting year. Fixed assets are recognized if, and only if, it is probable that future economic benefits associated with the assets will flow to the Company and the cost of the assets can be measured reliably. (2)Depreciation method of different categories of fixed assets Categories Depreciation Estimated residual Annual depreciation Useful life (years) method value proportion (%) rate (%) Buildings and Straight-line 20-30 0-5 3.17~5.00 structures method Machinery and Straight-line 5-12 0-5 7.92~20.00 equipment method Measurement Straight-line 5-10 0-5 9.50~19.00 analysis equipment method Straight-line Vehicle 5-8 0-5 11.88~20.00 method Office equipment Straight-line 5-8 0-5 11.88~20.00 and others method 15.Construction in progress 1. Construction in progress is recognized if, and only if, it is probable that future economic benefits associated with the item will flow to the Company, and the cost of the item can be measured reliably. Construction in progress is measured at the actual cost incurred to reach its designed usable conditions. 2. Construction in progress is transferred into fixed assets at its actual cost when it reaches the designed usable conditions. When the auditing of the construction in progress was not finished while reaching the designed usable conditions, it is transferred to fixed assets using estimated value first, and then adjusted accordingly when the actual cost is settled, but the accumulated depreciation is not to be adjusted retrospectively. 155 Zhejiang Sanhua Intelligent Controls Co., Ltd. 2023 Annual Report Categories Standards and time point of transferring construction in progress to fixed assets Machinery After installation and commissioning, it meets the standard of production After installation and commissioning, the construction is completed and accepted to Houses and buildings meet the commissioning standards 16.Borrowing costs Where the borrowing costs incurred to the Company can be directly attributable to the acquisition and construction or production of assets eligible for capitalization, it is capitalized and included in the costs of relevant assets; other borrowing costs are recognized as expenses on the basis of the actual amount incurred, and are included in profit or loss. 17.Intangible assets (1) Service life and its basis for determination, estimate, amortization method or review procedure 1.Intangible assets include land use right, land ownership, application software and intellectual property etc. The initial measurement of intangible assets is based on its cost. 2. For intangible assets with finite useful lives, their amortization amounts are amortized within their useful lives systematically and reasonably, if it is unable to determine the expected realization pattern reliably, intangible assets are amortized by the straight-line method with details .as follows: Items Useful life and determination basis Amortization method Land use rights fifty years,Contractual service life Straight-line method Application software 1-4,Useful life Straight-line method Intellectual property 5-10,Useful life Straight-line method Intangible assets with indefinite useful life are not amortized, but their useful life is reviewed annually. The indefinite land ownership held by overseas subsidiaries abroad is not amortized due to uncertain service life. 3.R&D costs The collection of R&D costs is directly related to the R&D activities of enterprises, including R&D personnel salaries, R&D materials, depreciation and amortization expenses, technical cooperation fees, evaluation and testing fees, etc. The costs incurred during the research phase of internal R&D projects are recognized in the current period's profit and loss when incurred. Expenditures on the research phase of an internal project are recognized as profit or loss when they are incurred. An intangible asset arising from the development phase of an internal project is recognized if the Company can meet relevant conditions. 18.Impairment of part of long-term assets For long-term assets such as long-term equity investments, investment property at cost model, fixed assets, construction in progress, right-of-use assets, intangible assets with finite useful lives, etc., if at the balance sheet date there is indication of impairment, the recoverable amount is to be estimated. For goodwill recognized in business combination and intangible assets with indefinite useful lives, no matter whether there is indication of impairment, impairment test is performed annually. Impairment test on goodwill is performed on related asset group or asset group portfolio. 156 Zhejiang Sanhua Intelligent Controls Co., Ltd. 2023 Annual Report When the recoverable amount of such long-term assets is lower than their carrying amount, the difference is recognized as provision for assets impairment through profit or loss. 19.Long-term prepayments Long-term prepayments are expenses that have been recognized but with amortization period over one year (excluding one year). They are recorded with actual cost, and evenly amortized within the beneficiary period or stipulated period. If items of long-term prepayments fail to be beneficial to the following accounting periods, residual values of such items are included in profit or loss. 20.Employee benefits 1. Short-term employee benefits The Company recognizes, in the accounting period in which an employee provides service, short-term employee benefits actually incurred as liabilities, with a corresponding charge to profit or loss or the cost of a relevant asset. 2. Post-employment benefits Post-employment benefit plans are mainly classified as defined contribution plans. During the accounting period employees provide services, according the defined contribution plan, the amount payable is recognized as liabilities and included in the current profits and losses or relevant asset costs. 3. Termination benefits Termination benefits provided to employees are recognized as an employee benefit liability, with a corresponding charge to profit or loss at the earlier of the following dates: (1) when the Company cannot unilaterally withdraw the offer of termination benefits because of an employment termination plan or a curtailment proposal; (2) when the Company recognizes cost or expenses related to a restructuring that involves the payment of termination benefits. 4. Other long-term employee benefits When other long-term employee benefits provided to the employees satisfied the conditions for classifying as a defined contribution plan, those benefits are accounted for in accordance with the requirements relating to defined contribution plan, while other benefits are accounted for in accordance with the requirements relating to defined benefit plan. To simplify relevant accounting treatments, the total net amount of recognized employee compensation costs as service costs, net interest on other long-term employee benefits net liabilities or net assets, and changes resulting from remeasuring other long-term employee benefits net liabilities or net assets shall be recognized in the current period's profit and loss or related asset costs 21.Provisions 1. Provisions are recognized when fulfilling the present obligations arising from contingencies such as providing guarantee for other parties, litigation, products quality guarantee, onerous contract, etc., may cause the outflow of the economic benefit and such obligations can be reliably measured. 2. The initial measurement of provisions is based on the best estimated expenditures required in fulfilling the present obligations, and its carrying amount is reviewed at the balance sheet date. 157 Zhejiang Sanhua Intelligent Controls Co., Ltd. 2023 Annual Report 22.Share-based payment 1. Types of share-based payment Share-based payment consists of equity-settled share-based payment and cash-settled share-based payment. 2. Accounting treatment for settlements, modifications and cancellations of share-based payment terms and conditions (1) Equity-settled share-based payment For equity-settled share-based payment transaction with employees, if the equity instruments granted vest immediately, the fair value of those equity instruments is measured at grant date and recognized as transaction cost or expense, with a corresponding adjustment in capital reserve; if the equity instruments granted do not vest until the counterparty completes a specified period of service, at the balance sheet date within the vesting period, the fair value of those equity instruments measured at grant date based on the best estimate of the number of equity instruments expected to vest is recognized as transaction cost or expense, with a corresponding adjustment in capital reserve. For equity-settled share-based payment transaction with parties other than employees, if the fair value of the services received can be measured reliably, the fair value is measured at the date the Company receives the service; if the fair value of the services received cannot be measured reliably, but that of equity instruments can be measured reliably, the fair value of the equity instruments granted measured at the date the Company receives the service is referred to, and recognized as transaction cost or expense, with a corresponding increase in equity. (2) Cash-settled share-based payment For cash-settled share-based payment transactions with employees, if share appreciation rights vest immediately, the fair value of the liability incurred as the acquisition of goods or services is measured at grant date and recognized as transaction cost or expense, with a corresponding increase in liabilities; if share appreciation rights do not vest until the employees have completed a specified period of service, the liability is measured, at each balance sheet date until settled, at the fair value of the share appreciation rights measured at grant date based on the best estimate of the number of share appreciation right expected to vest. (3) Modifications and cancellations of share-based payment terms and conditions If the modification increases the fair value of the equity instruments granted, measured immediately before and after the modification, the Company includes the incremental fair value granted in the measurement of the amount recognized for services received as consideration for the equity instruments granted; similarly, if the modification increases the number of equity instruments granted, the Company includes the fair value of the additional equity instruments granted, measured at the date of the modification, in the measurement of the amount recognized for services received as consideration for the equity instruments granted; if the Company modifies the vesting conditions in a manner that is beneficial to the employee, the Company takes the modified vesting conditions into account. If the modification reduces the fair value of the equity instruments granted, measured immediately before and after the modification, the Company does not take into account that decrease in fair value and continue to measure the amount recognized for services received as consideration for the equity instruments based on the grant date fair value of the equity instruments granted; if the modification reduces the number of equity instruments granted to an employee, that reduction is accounted for as a cancellation of that portion of the grant; if the Company modifies the vesting conditions in a manner that is not beneficial to the employee, the Company does not take the modified vesting conditions into account. If the Company cancels or settles a grant of equity instruments during the vesting period (other than a grant cancelled by forfeiture when the vesting conditions are not satisfied), the Company accounts for the cancellation or 158 Zhejiang Sanhua Intelligent Controls Co., Ltd. 2023 Annual Report settlement as an acceleration of vesting, and therefore recognizes immediately the amount that otherwise would have been recognized for services received over the remainder of the vesting period. 23. Convertible bonds The Company classifies convertible bonds at initial recognition as a financial asset or liability or equity instrument, based on contract terms and economic essence it reveals instead of its legal form, combining with the definitions of financial asset, liability and equity instrument. At the balance sheet date, for a financial instrument classified as an equity instrument, its interest expenditure or dividend distribution is treated as profit distribution, and share repurchase and cancellation are treated as changes in equity; for a financial instrument classified as a financial liability, its interest expenditure or dividend distribution is treated as borrowing expense, and gain or loss on repurchase or redemption is included in profit or loss. 24.Revenue 1. Revenue recognition principles At contract inception, the Company shall assess the contracts and shall identify each performance obligation in the contracts, and determine whether the performance obligation should be satisfied over time or at a point in time. The Company satisfies a performance obligation over time if one of the following criteria is met, otherwise, the performance obligation is satisfied at a point in time: (1) the customer simultaneously receives and consumes the benefits provided by the Company’s performance as the Company performs; (2) the customer can control goods or services as they are created by the Company’s performance; (3) the Company’s performance does not create goods or services with an alternative uses and the Company has an enforceable right to payment for performance completed to date. For each performance obligation satisfied over time, the Company shall recognize revenue over time by measuring the progress towards complete satisfaction of that performance obligation. In the circumstance that the progress cannot be measured reasonably, but the costs incurred in satisfying the performance obligation are expected to be recovered, the Company shall recognize revenue only to the extent of the costs incurred until it can reasonably measure the progress. For each performance obligation satisfied at a point in time, the Company shall recognize revenue at the time point that the customer obtains control of relevant goods or services. To determine whether the customer has obtained control of goods, the Company shall consider the following indicators: (1) the Company has a present right to payment for the goods, i.e., the customer is presently obliged to pay for the goods; (2) the Company has transferred the legal title of the goods to the customer, i.e., the customer has legal title to the goods; (3) the Company has transferred physical possession of the goods, i.e., the customer has physically possessed the goods; (4) the Company has transferred significant risks and rewards of ownership of the goods, i.e., the customer has obtained significant risks and rewards of ownership of the goods; (5) the customer has accepted the goods; (6) other indicators showing the customer has obtained control over the goods. 2. Revenue measurement principle (1) Revenue is measured at the amount of the transaction price that is allocated to each performance obligation. The transaction price is the amount of consideration to which the Company expects to be entitled in exchange for transferring goods or services to a customer, excluding amounts collected on behalf of third parties and those expected to be refunded to the customer. (2) If the consideration promised in a contract includes a variable amount, the Company shall confirm the best estimate of variable consideration at expected value or the most likely amount. However, the transaction price that 159 Zhejiang Sanhua Intelligent Controls Co., Ltd. 2023 Annual Report includes the amount of variable consideration only to the extent that it is high probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. (3) In the circumstance that the contract contains a significant financing component, the Company shall determine the transaction price based on the price that a customer would have paid for if the customer had paid cash for obtaining control over those goods or services. The difference between the transaction price and the amount of promised consideration is amortized under effective interest method over contractual period. The effects of a significant financing component shall not be considered if the Company expects, at the contract inception, that the period between when the customer obtains control over goods or services and when the customer pays consideration will be one year or less. (4) For contracts containing two or more performance obligations, the Company shall determine the stand- alone selling price at contract inception of the distinct good underlying each performance obligation and allocate the transaction price to each performance obligation on a relative stand-alone selling price basis. 3. Revenue recognition method The company's main business activities are the R&D, production and sales of control components and parts of household appliances and automobiles, which belong to the performance obligations at a certain point in time. The revenue from domestic sales of products shall be recognized based on sales contracts, settlement vouchers (delivery or usage),and other documents upon completion of product delivery; and the revenue from export of products shall be recognized according to the sales contract, customs declaration form, bill of lading, and other documents upon completion of customs declaration and export. The sales revenue of metal scrap is recognized after weighing and picking up the goods and obtaining the receipt certificate. 25.Costs of obtaining a contract and costs to fulfill a contract The Company recognizes as an asset the incremental costs of obtaining a contract if those costs are expected to be recovered. The costs of obtaining a contract shall be included into profit or loss when incurred if the amortization period of the asset is one year or less. If the costs incurred in fulfilling a contract are not within the scope of standards related to inventories, fixed assets or intangible assets, etc., the Company shall recognize the costs to fulfill a contract as an asset if all the following criteria are satisfied: 1. The costs relate directly to a contract or to an anticipated contract, including direct labor, direct materials, manufacturing overhead cost (or similar cost), cost that are explicitly chargeable to the customer under the contract, and other costs that are only related to the contract; 2. The costs enhance resources of the Company that will be used in satisfying performance obligations in the future; 3. The costs are expected to be recovered. An asset related to contract costs shall be amortized on a systematic basis that is consistent with related goods or services, with amortization included into profit or loss. The Company shall make provision for impairment and recognize an impairment loss to the extent that the carrying amount of an asset related to contract costs exceeds the remaining amount of consideration that the Company expects to receive in exchange for the goods or services to which the asset relates less the costs expected to be incurred. The Company shall recognize a reversal of an impairment loss previously recognized in profit or loss when the impairment conditions no longer exist or have improved. The carrying amount of the asset after the reversal shall not exceed the amount that would have been determined on the reversal date if no provision for 160 Zhejiang Sanhua Intelligent Controls Co., Ltd. 2023 Annual Report impairment had been made previously. 26.Contract assets, contract liabilities The Company presents contract assets or contract liabilities in the balance sheet based on the relationship between its performance obligations and customers’ payments. Contract assets and contract liabilities under the same contract shall offset each other and be presented on a net basis. The Company presents an unconditional right to consideration (i.e., only the passage of time is required before the consideration is due) as a receivable, and presents a right to consideration in exchange for goods that it has transferred to a customer (which is conditional on something other than the passage of time) as a contract asset. The Company presents an obligation to transfer goods to a customer for which the Company has received consideration (or the amount is due) from the customer as a contract liability. 27.Government grants 1. Government grants shall be recognized if, and only if, the following conditions are all met: (1) the Company will comply with the conditions attaching to the grants; (2) the grants will be received. Monetary government grants are measured at the amount received or receivable. Non-monetary government grants are measured at fair value, and can be measured at nominal amount in the circumstance that fair value can’t be assessed. 2. Government grants related to assets Government grants related to assets are government grants with which the Company construct or otherwise acquire long-term assets under requirements of government. In the circumstances that there is no specific government requirement, the Company shall determine based on the primary condition to acquire the grants and government grants related to assets are government grants whose primary condition is to construct or otherwise acquire long-term assets. They offset carrying amount of relevant assets or recognized as deferred income. If recognized as deferred income, they are included in profit or loss on a systematic basis over the useful lives of the relevant assets. Those measured at notional amount is directly included into profit or loss. For assets sold, transferred, disposed or damaged within the useful lives, balance of unamortized deferred income is transferred into profit or loss of the year in which the disposal occurred. 3. Government grants related to income Government grants related to income are government grants other than those related to assets. For government grants that contain both parts related to assets and parts related to income, in which those two parts are blurred and thus collectively classified as government grants related to income. For government grants related to income used for compensating the related future cost, expenses or losses of the Company are recognized as deferred income and are included in profit or loss or offset relevant cost during the period in which the relevant cost, expenses or losses are recognized; for government grants related to income used for compensating the related cost, expenses or losses incurred to the Company, they are directly included in profit or loss or directly offset relevant cost. 4. Government grants related to the ordinary course of business shall be included into other income or offset relevant cost based on business nature, while those not related to the ordinary course of business shall be included into non-operating revenue or expenditures. 5. Policy interest subvention (1) In the circumstance that government appropriates interest subvention to lending bank, who provides loans for the Company with a policy subsidised interest rate, borrowings are carried at the amount received, with relevant borrowings cost computed based on the principal and the policy subsidised interest rate. (2) In the circumstance that government directly appropriates interest subvention to the Company, the 161 Zhejiang Sanhua Intelligent Controls Co., Ltd. 2023 Annual Report subsidised interest shall offset relevant borrowing cost. 28.Deferred tax assets/Deferred tax liabilities 1. Deferred tax assets or deferred tax liabilities are calculated and recognized based on the difference between the carrying amount and tax base of assets and liabilities (and the difference of the carrying amount and tax base of items not recognized as assets and liabilities but with their tax base being able to be determined according to tax laws) and in accordance with the tax rate applicable to the period during which the assets are expected to be recovered or the liabilities are expected to be settled. 2. A deferred tax asset is recognized to the extent of the amount of the taxable income, which it is most likely to obtain and which can be deducted from the deductible temporary difference. At the balance sheet date, if there is any exact evidence that it is probable that future taxable income will be available against which deductible temporary differences can be utilized, the deferred tax assets unrecognized in prior periods are recognized. 3. At the balance sheet date, the carrying amount of deferred tax assets is reviewed. The carrying amount of a deferred tax asset is reduced to the extent that it is no longer probable that sufficient taxable income will be available to allow the benefit of the deferred tax asset to be utilized. Such reduction is subsequently reversed to the extent that it becomes probable that sufficient taxable income will be available. 4. The income tax and deferred tax for the period are treated as income tax expenses or income through profit or loss, excluding those arising from the following circumstances: (1) business combination; and (2) the transactions or items directly recognized in equity. 5.Deferred tax assets and deferred tax liabilities shall offset each other and be presented on a net basis when the following conditions are all met: (1) the Company has the legal right to settle off current tax assets against current tax liabilities; (2) Deferred income tax assets and deferred income tax liabilities are related to the income tax levied by the same tax administration department on the same taxpayer or related to the same tax administration department for different taxpayers. However, in each period during which significant deferred income tax assets and deferred income tax liabilities are reversed in the future, the taxpayer involved intends to settle the current income tax assets and liabilities on a net basis or simultaneously acquire assets and settle debts. 29. Leases 1. The Company as lessee At the commencement date, the Company recognizes a lease that has a lease term of 12 months or less as a short-term lease, which shall not contain a purchase option; the Company recognizes a lease as a lease of a low- value asset if the underlying asset is of low value when it is new. For all short-term leases and leases of low-value assets, lease payments are recognized as cost or profit or loss with straight-line method over the lease term. Apart from the above-mentioned short-term leases and leases of low-value assets with simplified approach, the Company recognizes right-of-use assets and lease liabilities at the commencement date. (1) Right-of-use assets 162 Zhejiang Sanhua Intelligent Controls Co., Ltd. 2023 Annual Report The right-of-use asset is measured at cost and the cost shall comprise: 1) the amount of the initial measurement of the lease liabilities; 2) any lease payments made at or before the commencement date, less any lease incentives received; 3) any initial direct costs incurred by the lessee; and 4) an estimate of costs to be incurred by the lessee in dismantling and removing the underlying asset, restoring the site on which it is located or restoring the underlying asset to the condition required by the terms and conditions of the lease. The Company depreciates the right-of-use asset using the straight-line method. If it is reasonable to be certain that the ownership of the underlying asset can be acquired by the end of the lease term, the Company depreciates the right-of-use asset from the commencement date to the end of the useful life of the underlying asset. Otherwise, the Company depreciates the right-of-use asset from the commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term. (2) Lease liabilities At the commencement date, the Company measures the lease liability at the present value of the lease payments that are not paid at that date, discounted using the interest rate implicit in the lease.Unrecognized financing expenses, calculated at the difference between the lease payment and its present value, are recognized as interest expenses over the lease term using the discount rate which has been used to determine the present value of lease payment and included in profit or loss. Variable lease payments not included in the measurement of lease liabilities are included in profit or loss in the periods in which they are incurred. 2.The Company as lessor At the commencement date, the Company classifies a lease as a finance lease if it transfers substantially all the risks and rewards incidental to ownership of an underlying asset. Otherwise, it is classified as an operating lease. For operating lease,lease receipts are recognized as lease income with straight-line method over the lease term. Initial direct costs incurred shall be capitalized, amortized on the same basis as the recognition of lease income, and included into profit or loss by installments. Variable lease payments related to operating lease which are not included in the lease payment are charged as profit or loss in the periods in which they are incurred. 30. Segment reporting Operating segments are determined based on the structure of the Company’s internal organization, management requirements and internal reporting system. An operating segment is a component of the Company: 1. that engages in business activities from which it may earn revenues and incur expenses; 2. whose financial performance is regularly reviewed by the Management to make decisions about resource to be allocated to the segment and to assess its performance; and 3. for which accounting information regarding financial position, financial performance and cash flows is available through analysis. 163 Zhejiang Sanhua Intelligent Controls Co., Ltd. 2023 Annual Report 31. Share repurchase When the Company repurchases its shares for the purpose of reducing its registered capital or rewarding its employees. The amount actually paid shall be treated as treasury stock and registered for future reference at the same time. If the purchased shares are to be retired, the difference between the total book value of shares retired and the cash distributed to existing shareholders for repurchase is to reduce capital reserve, or retained earnings when the capital reserve is not enough to reduce. If the Company repurchases vested equity instruments in equity- settled share-based payment transactions with employees, cost of treasury shares granted to employees and capital reserve (other capital reserve) accumulated within the vesting period are to be written off on the payment made to employees, with a corresponding adjustment in capital reserve (share premium). 32. Other significant accounting policies and estimates Changes in accounting policies arising from changes in CASBEs The Company has adopted the regulations about accounting for deferred tax related to assets and liabilities arising from a single transaction to which the initial recognition exemption does not apply in the “Interpretation of China Accounting Standards for Business Enterprises No. 16” issued by the Ministry of Finance since January 1, 2023,such change in accounting policies has no impact on the Company’s financial statements. VI. Taxes 1. Major categories of taxes and tax rates Tax Type Taxation basis Tax rate Enterprise income tax Taxable income 15%,25% The output tax calculated based on the revenue from sales of goods or rendering of services in accordance with the Value-added tax (VAT) 13%,9%,6% tax law, net of the input tax that is allowed to be deducted in the current period For housing property levied on the basis of price, housing property tax is levied at the rate of 1.2% of the balance after Housing property tax deducting 30% of the cost; for housing property levied on 12%,1.2% the basis of rent, housing property tax is levied at the rate of 12% of lease income Urban maintenance and Turnover tax actually paid 7%,5% construction tax Education surcharge Turnover tax actually paid 3% Local education surcharge Turnover tax actually paid 2% Different enterprise income tax rates applicable to different taxpayers: Taxpayers Income tax rate Zhejiang Sanhua Intelligent Controls Co., Ltd 15% Zhejiang Sanhua Commercial Refrigeration Co. Ltd 15% Sanhua (hangzhou) Micro Channel Heat Exchanger Co., Ltd 15% Zhejiang Sanhua Automotive Components Co., Ltd. 15% 164 Zhejiang Sanhua Intelligent Controls Co., Ltd. 2023 Annual Report Shaoxing Sanhua New Energy Automotive Components Co., 15% Ltd Wuhu Sanhua Auto-control Components Co., Ltd and other 15% subsidiaries Domestic taxpayers other than the above-mentioned 25% 2. Tax preferential policies The company and several subsidiaries can enjoy tax incentives for high-tech enterprises, and the final settlement and payment shall prevail. Export goods enjoy the VAT exemption and refund policy; the exceeding portion over the 3% VAT payable of the certified software products enjoy the immediate refund policy; several subsidiaries are welfare enterprises, and value-added tax enjoys the preferential policy of immediate collection and refund of the "employment quota for disabled persons". 3. Others The overseas subsidiary shall be subject to the tax regulations of its host country. 165 Zhejiang Sanhua Intelligent Controls Co., Ltd. 2023 Annual Report VII. Notes to Items in the Consolidated Financial Statements 1. Cash and bank balances Unit: RMB Items Closing balance Opening balance Cash on hand 291,216.13 329,823.40 Cash in bank 6,507,907,610.98 5,790,429,124.91 Other cash and bank balances 76,485,856.82 87,484,704.24 Total 6,584,684,683.93 5,878,243,652.55 Including: Deposited overseas 510,550,872.27 425,176,344.58 Other remarks: As of December 31, 2023, bank deposits containing large deposit certificates with fixed interest rates amounted to 2883.2525 million yuan. 2. Held-for-trading financial assets Unit: RMB Items Closing balance Opening balance Financial assets at fair value through profit 100,025,980.08 or loss Including: Bank financial products 100,025,980.08 Including: Total 100,025,980.08 3. Derivative Financial Assets Unit: RMB Items Closing balance Opening balance Foreign exchange tool 20,878,992.10 3,320,177.30 Futures tools 1,757,120.58 5,618,696.75 Total 22,636,112.68 8,938,874.05 4. Notes receivable (1)Categories of notes receivable Unit: RMB Items Closing balance Opening balance Bank acceptance 2,332,015,457.09 1,542,383,601.65 Financial company acceptance 137,191,175.41 649,528,377.20 Trade acceptance 7,632,781.39 12,037,004.98 Total 2,476,839,413.89 2,203,948,983.83 166 Zhejiang Sanhua Intelligent Controls Co., Ltd. 2023 Annual Report (2)Provision for bad debts Unit: RMB Closing balance Opening balance Provision for Provision for Book balance Book balance bad debt bad debt Categori Amount Proport Amount Pro Pro es Carrying ion visi Carrying visi on Amoun Propo on amount amount Amount pro t rtion pro port port ion ion Including : Notes receivabl e with provision 2,484,4 for bad 100.0 7,618,34 0.31 2,476,83 2,204,58 100.00 633,526. 0.03 2,203,948,9 57,759. debt 0% 5.83 % 9,413.89 2,510.42 % 59 % 83.83 72 made on a collectiv e basis Including : Bank 2,332,0 93.87 2,332,01 1,542,38 1,542,383,6 acceptan 15,457. 69.97% % 5,457.09 3,601.65 01.65 ce 09 Financial 144,40 company 5.81 7,216,62 5.00 137,191, 649,528, 649,528,37 7,795.9 29.46% acceptan % 0.49 % 175.41 377.20 7.20 0 ce Trade 8,034,5 0.32 401,725. 5.00 7,632,78 12,670,5 633,526. 5.00 12,037,004. acceptan 0.57% 06.73 % 34 % 1.39 31.57 59 % 98 ce 2,484,4 100.0 7,618,34 0.31 2,476,83 2,204,58 100.00 633,526. 0.03 2,203,948,9 Total 57,759. 0% 5.83 % 9,413.89 2,510.42 % 59 % 83.83 72 Provision for bad debt made on a collective basis: Unit: RMB Closing balance Items Book balance Provision for bad debt Provision proportion (%) Bank acceptance 2,332,015,457.09 portfolio 167 Zhejiang Sanhua Intelligent Controls Co., Ltd. 2023 Annual Report Financial company 144,407,795.90 7,216,620.49 5.00% acceptance Trade acceptance 8,034,506.73 401,725.34 5.00% portfolio Total 2,484,457,759.72 7,618,345.83 Explanation for determining the basis of this combination: If the provision for bad debt of notes receivable is in accordance with the general expected credit loss model: √ Applicable □ Not Applicable Unit: RMB Phase I Phase II Phase III Provision for bad Subtotal debt 12month expected credit Lifetime expected Lifetime expected credit credit losses losses losses (credit not impaired) (credit impaired) Balance on January 1, 2023 633,526.59 633,526.59 The balance as of —— —— —— —— January 1, 2023 is in the current period Provision made in the current period 7,618,345.83 7,618,345.83 Provision recovered in current period 633,526.59 633,526.59 Balance on December 31, 2022 7,618,345.83 7,618,345.83 (3)Provision for bad debt accrued, recovered or reversed in current period Provision for bad debt accrued in current period: Unit: RMB Changed amount of this period Opening Closing Categories Recovered or balance Accrual Write off Others balance reversed Provision for bad debt made 633,526.59 7,618,345.83 633,526.59 7,618,345.83 on a collective basis Total 633,526.59 7,618,345.83 633,526.59 7,618,345.83 Including significant provision for bad debt recovered or reversed amount: □ Applicable √ Not Applicable (4)Pledged notes at the balance sheet date Unit: RMB Items Closing balance of pledged notes 168 Zhejiang Sanhua Intelligent Controls Co., Ltd. 2023 Annual Report Bank acceptance 2,096,023,667.74 Financial company acceptance 118,340,212.64 Total 2,214,363,880.38 (5)Endorsed or discounted but undue notes at the balance sheet date Unit: RMB Closing balance not yet Items Closing balance derecognized derecognized Bank acceptance 84,953,207.66 Financial company acceptance 42,410.07 Total 84,953,207.66 42,410.07 5. Accounts receivable (1)Disclosure of accounts receivable by aging Unit: RMB AR Aging Closing balance Opening balance Within 1 year (including one year) 6,039,601,208.01 5,497,261,560.39 1 to 2 years 45,652,788.88 7,808,747.90 2 to 3 years 388,260.85 2,798,610.70 Over 3 years 265,553.29 977,173.43 Total 6,085,907,811.03 5,508,846,092.42 (2)Disclosure of accounts receivable by categories Unit: RMB Closing balance Opening balance Provision for Provision for Book balance Book balance Catego bad debt bad debt ries Amount Propo Amoun Accru Carrying Amount Propo Amoun Accru Carrying rtion t ed amount rtion t ed amount propo propo rtion rtion Receiv ables with provisi on 5,690,817. 5,690,81 100.00 4,641,982. 4,641,98 100.00 0.09% 0.08% made 36 7.36 % 82 2.82 % on an individ ual basis 169 Zhejiang Sanhua Intelligent Controls Co., Ltd. 2023 Annual Report Includi ng: Receiv ables with provisi on 6,080,216, 99.91 306,225, 5,773,991, 5,504,204, 99.92 276,086, 5,228,117, 5.04% 5.02% made 993.67 % 512.45 481.22 109.60 % 884.03 225.57 on a collecti ve basis Includi ng: 6,085,907, 100.00 311,916, 5,773,991, 5,508,846, 100.00 280,728, 5,228,117, Total 5.13% 5.10% 811.03 % 329.81 481.22 092.42 % 866.85 225.57 Provision made on an individual basis: There are no provisions made on an individual basis need to be disclosed in this period. Provision made on a collective basis: Unit: RMB Closing balance Items Book balance Provision for bad debt Accrued proportion Within 1 year 6,039,601,208.01 301,980,060.40 5.00% 1 to 2 years 39,961,971.52 3,996,197.15 10.00% 2 to 3 years 388,260.85 116,478.25 30.00% Over 3 years 265,553.29 132,776.65 50.00% Total 6,080,216,993.67 306,225,512.45 -- If the provision for bad debt of accounts receivable is in accordance with the general expected credit loss model: √Applicable □ Not Applicable Unit: RMB Provision for bad debt Phase I Phase II Phase III 12month expected Lifetime expected Lifetime expected Subtotal credit losses credit losses (credit not credit losses (credit impaired) impaired) Balance on January 1, 2023 276,086,884.03 4,641,982.82 280,728,866.85 The balance as of January 1, —— —— —— —— 2023 is in the current period Provision accrued in the 35,249,220.81 5,690,817.36 40,940,038.17 current period Provision reversed in current period 5,110,592.39 4,641,982.82 9,752,575.21 Balance on December 31, 306,225,512.45 5,690,817.36 311,916,329.81 2023 170 Zhejiang Sanhua Intelligent Controls Co., Ltd. 2023 Annual Report (3)Provision for bad debt accrued, recovered or reversed in current period Provision for bad debt accrued in current period: Unit: RMB Changed amount of the current period Opening Closing Categories Recovered balance Accrued Write off Others balance or reversed Receivables with provision made on 4,641,982.82 5,690,817.36 4,641,982.82 5,690,817.36 an individual basis Receivables with provision made on 276,086,884.03 35,249,220.81 5,110,592.39 306,225,512.45 a collective basis Total 280,728,866.85 40,940,038.17 9,752,575.21 311,916,329.81 (4)Details about accounts receivable actually written off in the current period Unit: RMB Item Amount Actually written off amount 9,752,575.21 Explanation of accounts receivable written off : There are no significant accounts receivable write offs in this period. (5)Accounts receivable and contract assets of the top five ending balances Closing balance of top 5 debtors totaled 3052.9295 million yuan, accounting for 50.16% of the total closing balance of accounts receivable. The corresponding provision for bad debts of accounts receivable is 152.8455 million yuan. (6)Other remarks Some of the company's accounts receivable are collected by digital and electronic debt vouchers. These debt vouchers have certain credit liquidity and can be used for commercial factoring or transfer payment. As of December 31, 2023, the company had 1461.8171 million yuan of digital and electronic debt vouchers in hand, and 66.6214 million yuan of digital and electronic debt vouchers that had been transferred for payment but not expired. 6. Other receivables Unit: RMB Items Closing balance Opening balance Other receivables 227,792,892.12 726,641,478.35 Total 227,792,892.12 726,641,478.35 (1)Other receivables 1)Other receivables categorized by nature Unit: RMB 171 Zhejiang Sanhua Intelligent Controls Co., Ltd. 2023 Annual Report Items Closing balance Opening balance Land compensation accounts 546,216,590.00 receivable Tax refund receivable 164,712,845.63 123,916,253.13 Guarantee deposits 45,694,632.70 36,247,343.32 Others 25,466,493.81 25,467,213.32 Total 235,873,972.14 731,847,399.77 2)Disclosure by aging Unit: RMB Aging Closing balance Opening balance Within 1 year (including 1 year) 209,294,612.66 704,067,052.73 1 to 2 years 7,805,876.63 10,965,046.27 2 to 3 years 6,125,806.34 4,366,231.62 Over 3 years 12,647,676.51 12,449,069.15 Total 235,873,972.14 731,847,399.77 3)Disclosure by categories √ Applicable □Not Applicable Unit: RMB Closing balance Opening balance Provision for Provision for Book balance Book balance Catego bad debt bad debt ries Amount Propor Amoun Accru Carrying Amount Propor Amoun Accru Carrying tion t ed amount tion t ed amount propor propor tion tion Provisi on made 170,268,2 170,268,2 681,876,0 681,876,0 on an 72.19% 93.17% 81.68 81.68 64.59 64.59 individ ual basis Includi ng: 172 Zhejiang Sanhua Intelligent Controls Co., Ltd. 2023 Annual Report Provisi on made 65,605,69 8,081,08 57,524,61 49,971,33 5,205,92 44,765,41 27.81% 12.32% 6.83% 10.42% on a 0.46 0.02 0.44 5.18 1.42 3.76 collect ive basis Includi ng: 235,873,9 100.00 8,081,08 227,792,8 731,847,3 100.00 5,205,92 726,641,4 Total 3.43% 0.71% 72.14 % 0.02 92.12 99.77 % 1.42 78.35 Provision made on a collective basis: Unit: RMB Closing balance Items Book balance Provision for bad debt Accrued proportion Within 1 year 46,025,761.72 2,301,288.08 5.00% 1 to 2 years 7,805,876.68 780,587.67 10.00% 2 to 3 years 4,439,108.82 1,331,732.65 30.00% Over 3 years 7,334,943.24 3,667,471.62 50.00% Total 65,605,690.46 8,081,080.02 -- Provision for bad debt of other receivables in accordance with the general expected credit loss model: Unit: RMB Phase I Phase II Phase III Provision for bad 12month Lifetime expected Lifetime expected Subtotal debt expected credit credit losses (credit credit losses (credit losses not impaired) impaired) Balance on January 1,690,955.36 927,834.88 2,587,131.18 5,205,921.42 1, 2023 The balance as of January 1, 2023 is —— —— —— —— in the current period --Transferred to -390,293.83 390,293.83 phase II --Transferred to -887,821.76 887,821.76 phase III Provision made in 1,000,626.55 350,280.72 1,524,251.33 2,875,158.60 the current period Balance on 2,301,288.08 780,587.67 4,999,204.27 8,081,080.02 December 31, 2023 173 Zhejiang Sanhua Intelligent Controls Co., Ltd. 2023 Annual Report Loss provisions for significant changes in book balances in current period □ Applicable √ Not Applicable 4)Provision for bad debt accrued, recovered or reversed in current period Provision for bad debt accrued in current period: Unit: RMB Changed amount of the current period Opening Closing Categories Recovered or Write balance Accrued Others balance reversed off Provision made on a collective 5,205,921.42 2,875,158.60 8,081,080.02 basis Total 5,205,921.42 2,875,158.60 8,081,080.02 5)Details of the top 5 debtors with largest balances Unit: RMB Proportion to Provision for Nature of the total balance bad debt at the Items Closing balance Ages receivables of other end of the receivables period Tax refund Tax refund 164,712,845.63 Within 1 year 69.83% receivables Customs US Customs 5,312,733.27 Within 1 year 2.25% deposit Shanghai Yingheng Performance 3,494,680.00 1 to 3 years 1.48% 906,536.24 Electronics Co., bond Ltd Shanghai Chengsheng Performance 2,813,643.00 Within 1 year 1.19% 140,682.15 Industrial Co., bond Ltd TCL Air Conditioner Performance 2,000,840.00 1 to 3 years 0.85% 175,420.00 (Wuhan) Co., bond Ltd. Total -- 178,334,741.90 -- 75.61% 1,222,638.39 7. Advances paid (1)Advances paid by aging Unit: RMB Closing balance Opening balance Aging Amount Percentage Amount Percentage Within 1 year 128,617,877.12 9,613.00% 111,759,824.57 9,480.00% 1 to 2 years 2,851,372.48 213.00% 3,542,204.41 301.00% 2 to 3 years 1,053,936.12 79.00% 1,425,109.32 121.00% Over 3 years 1,269,437.82 95.00% 1,159,868.77 98.00% 174 Zhejiang Sanhua Intelligent Controls Co., Ltd. 2023 Annual Report Total 133,792,623.54 117,887,007.07 (2)Top 5 debtors with the largest advances paid balances Closing balance of top 5 debtors totaled 21,846,055.10yuan, accounting for 16.33% of the total closing balance . 8. Inventories Whether the Company needs to comply with the disclosure requirements of the real estate industry No (1)Categories of inventories Unit: RMB Closing balance Opening balance Provision for Provision for decline in decline in value of value of inventories inventories Items or provision Carrying or provision Carrying Book balance Book balance for amount for amount impairment impairment of contract of contract performance performance costs costs Raw 932,169,486.90 61,788,757.16 870,380,729.74 1,050,007,307.69 59,101,594.10 990,905,713.59 materials Work- in- 596,409,922.79 1,602,512.78 594,807,410.01 711,592,586.63 2,028,013.70 709,564,572.93 progress Finished 3,179,557,350.47 50,888,480.61 3,128,668,869.86 2,696,034,401.13 66,515,797.40 2,629,518,603.73 goods Others 6,872,368.58 6,872,368.58 4,886,397.61 4,886,397.61 Total 4,715,009,128.74 114,279,750.55 4,600,729,378.19 4,462,520,693.06 127,645,405.20 4,334,875,287.86 (2)Provision for decline in value of inventories and Provision for impairment of contract performance costs Unit: RMB Decrease in current Increase in current period Opening period Items Closing balance balance Reversal or Accrued Others Others write off Raw materials 59,101,594.10 41,417,111.15 38,729,948.09 61,788,757.16 Work-in- 2,028,013.70 1,023,331.09 1,448,832.01 1,602,512.78 progress Finished goods 66,515,797.40 43,625,594.23 59,252,911.02 50,888,480.61 Total 127,645,405.20 86,066,036.47 99,431,691.12 114,279,750.55 175 Zhejiang Sanhua Intelligent Controls Co., Ltd. 2023 Annual Report 9. Other current assets Unit: RMB Items Closing balance Opening balance Deductible input tax 186,254,431.54 133,303,058.03 Prepaid Enterprise income tax 61,993,000.46 22,470,498.36 Others 2,826,152.56 1,251,519.66 Total 251,073,584.56 157,025,076.05 10. Long-term receivable (1)Long-term receivable Unit: RMB Closing balance Opening balance Range of Provision Provision Items Book Carrying Book Carrying discount for bad for bad balance amount balance amount rate debt debt Employee 3,805,833.60 3,805,833.60 3,712,290.00 3,712,290.00 home loan Total 3,805,833.60 3,805,833.60 3,712,290.00 3,712,290.00 -- (2)Disclosure by categories Unit: RMB Closing balance Opening balance Provision for Provision for Book balance Book balance Categor bad debt bad debt Carryin Carryin ies Amount Proport Amo Accrue Amount Proport Amo Accrue g g ion unt d ion unt d amount amount proport proport ion ion Provisi on made 3,805,83 3,805,83 3,712,29 3,712,29 on an 100.00% 100.00% 3.60 3.60 0.00 0.00 individ ual basis Includi ng: 3,805,83 3,805,83 3,712,29 3,712,29 Total 100.00% 100.00% 3.60 3.60 0.00 0.00 176 Zhejiang Sanhua Intelligent Controls Co., Ltd. 2023 Annual Report Provision for bad debts based on the general model of expected credit losses 11. Long-term equity investments Unit: RMB Changes in current period Opening Closing Investm Cash balance Adjustm balance Opening ent dividend Closing of Investm Investm ent in Provisio of Investee balance income Changes / Profit balance provisio ents ents other n for provisio s (Book recogniz in other declared Others (Book n for increase decrease compreh impairm n for value) ed under equity for value) impairm d d ensive ent impairm equity distribut ent income ent method ion 1. Associates 2. Joint ventures Guochu ang Energy Internet Innovati - 5,078,465 4,941,151 on 137,314.0 .12 .03 Center 9 (Guangd ong) Co., Ltd. Chongqi ng Tainuo 16,130,42 4,673,752 2,500,000 18,304,17 Machine 4.27 .52 .00 6.79 ry Co., Ltd. Ningbo Jinlifeng 2,141,904 676,920.3 2,818,824 Machine .04 5 .39 ry Co., Ltd. Qingdao Sanhua Jinlifeng 5,146,568 2,060,634 7,207,202 Machine .55 .26 .81 ry Co., Ltd. Zhongsh an Xuanyi Pipe 2,193,221 613,091.8 2,806,313 Manufa .72 6 .58 cturing Co., Ltd. Xinchan 1,747,620 99,142.26 1,846,762 177 Zhejiang Sanhua Intelligent Controls Co., Ltd. 2023 Annual Report g .43 .69 zhejiang energy sanhua compreh ensive energy co. LTD 32,438,20 7,986,227 2,500,000 37,924,43 Subtotal 4.13 .16 .00 1.29 32,438,20 7,986,227 2,500,000 37,924,43 Total 4.13 .16 .00 1.29 The recoverable amount is determined based on the net amount after deducting disposal expenses from fair value □ Applicable √ Not Applicable The recoverable amount is determined based on the present value of expected future cash flows □ Applicable √ Not Applicable 12. Investment property Investment property measured by cost method √ Applicable □ Not Applicable Unit: RMB Land use right and Items Buildings and structures Total Overseas land ownership Ⅰ. Original Carrying amount 1.Opening balance 11,995,674.89 3,273,498.90 15,269,173.79 2.Increase in current 993,124.90 192,408.30 1,185,533.20 period (1)Acquisition (2)Transferred in from inventory\fixed assets\ construction in progress (3)Increase in business merger (4)Converted difference in Foreign 993,124.90 192,408.30 1,185,533.20 Currency Statements 3.Decrease in current period (1)Disposal 178 Zhejiang Sanhua Intelligent Controls Co., Ltd. 2023 Annual Report (2)Other transfer out 4.Closing balance 12,988,799.79 3,465,907.20 16,454,706.99 Ⅱ. Accumulated depreciation and amortization 1.Opening balance 7,064,906.82 7,064,906.82 2. Increase in current 1,223,994.86 1,223,994.86 period (1)Accrual or 808,736.83 808,736.83 amortization (2)Converted difference in Foreign 415,258.03 415,258.03 Currency Statements 3.Decrease in current period (1)Disposal (2)Other transfer out 4.Closing balance 8,288,901.68 8,288,901.68 Ⅲ. Provision for impairment 1.Opening balance 2. Increase in current period (1)Accrual 3.Decrease in current period (1)Disposal (2)Other transfer out 4.Closing balance Ⅳ. Carrying amount 1.Closing balance 4,699,898.11 3,465,907.20 8,165,805.31 2.Opening balance 4,930,768.07 3,273,498.90 8,204,266.97 The recoverable amount is determined based on the net amount after deducting disposal expenses from fair value □ Applicable √ Not Applicable 179 Zhejiang Sanhua Intelligent Controls Co., Ltd. 2023 Annual Report The recoverable amount is determined based on the present value of expected future cash flows □ Applicable √ Not Applicable 13. Fixed assets Unit: RMB Items Closing balance Opening balance Fixed assets 7,730,363,778.82 6,374,896,070.41 Total 7,730,363,778.82 6,374,896,070.41 (1)Fixed assets Unit: RMB Measurement Office and Buildings and Machinery and Transportation Items analysis other Total structures equipment vehicles equipment equipment Ⅰ. Original book value: 1.Opening 3,360,496,386.32 5,701,259,308.59 135,378,683.04 42,330,286.64 255,616,625.98 9,495,081,290.57 balance 2. Increase in current 687,264,552.27 1,338,686,491.31 34,988,279.20 9,555,825.78 45,161,054.47 2,115,656,203.03 period (1) 410,548,528.36 34,265,180.47 9,445,660.36 35,553,734.82 489,813,104.01 Acquisition (2) Transferred in from 644,316,852.03 869,034,702.03 6,569,908.29 1,519,921,462.35 construction in progress (3)Increase in business merger (4) Converted difference in 42,947,700.24 59,103,260.92 723,098.73 110,165.42 3,037,411.36 105,921,636.67 Foreign Currency Statements 3. Decrease in current 389,122.00 188,954,426.27 5,612,576.98 3,873,591.70 12,244,951.25 211,074,668.20 period (1) Disposal or 389,122.00 188,954,426.27 5,612,576.98 3,873,591.70 12,244,951.25 211,074,668.20 scrap 4.Closing 11,399,662,825.4 4,047,371,816.59 6,850,991,373.63 164,754,385.26 48,012,520.72 288,532,729.20 balance 0 Ⅱ. Accumulated depreciation 1.Opening 617,289,101.86 2,265,586,904.96 54,450,679.89 29,302,894.64 141,787,435.54 3,108,417,016.89 180 Zhejiang Sanhua Intelligent Controls Co., Ltd. 2023 Annual Report balance 2. Increase in current 140,806,956.64 520,044,350.13 15,360,830.47 3,778,481.28 25,257,836.12 705,248,454.64 period (1)Accrual 135,866,284.62 499,460,426.73 15,098,439.07 3,738,385.27 23,934,364.05 678,097,899.74 (2) Converted difference in Foreign 4,940,672.02 20,583,923.40 262,391.40 40,096.01 1,323,472.07 27,150,554.90 Currency Statements 3. Decrease in current 290,950.20 137,465,249.08 5,187,575.63 3,491,704.23 22,217,529.39 168,653,008.53 period (1)Disposal 290,950.20 137,465,249.08 5,187,575.63 3,491,704.23 22,217,529.39 168,653,008.53 or scrap 4.Closing 757,805,108.30 2,648,166,006.01 64,623,934.73 29,589,671.69 144,827,742.27 3,645,012,463.00 balance Ⅲ. Provision for impairment 1.Opening 11,341,489.66 426,713.61 11,768,203.27 balance 2. Increase in current 13,333,293.47 30,713.13 13,364,006.60 period (1)Accrual 13,333,293.47 30,713.13 13,364,006.60 3. Decrease in current 845,626.29 845,626.29 period (1)Disposal 845,626.29 845,626.29 or scrap 4.Closing 23,829,156.84 457,426.74 24,286,583.58 balance Ⅳ. Carrying amount 1.Closing 3,289,566,708.29 4,178,996,210.78 100,130,450.53 18,422,849.03 143,247,560.19 7,730,363,778.82 balance 2.Opening 2,743,207,284.46 3,424,330,913.97 80,928,003.15 13,027,392.00 113,402,476.83 6,374,896,070.41 balance (2)Temporarily idle fixed assets Unit: RMB Original book Accumulated Impairment Item Net book value Notes value depreciation provision Machinery and 48,129,393.55 23,668,486.68 23,829,156.84 631,750.03 equipment Office equipment 1,255,412.90 791,886.16 457,426.74 6,100.00 and others Subtotal 49,384,806.45 24,460,372.84 24,286,583.58 637,850.03 181 Zhejiang Sanhua Intelligent Controls Co., Ltd. 2023 Annual Report (3)Fixed assets leased out through operating leases Unit: RMB Item Closing balance Buildings and structures 34,172,628.21 (4)Fixed assets with certificate of titles being unsettled Unit: RMB Item Carrying amount Reasons for unsettlement New assets, the certificate of title to Sitong new factory1# production 35,056,634.48 be processed uniformly after the workshop and power workshop overall completion Parts, accessories, and Class A New assets, the certificate of title to warehouse in the new factory of 22,954,435.22 be processed uniformly after the Sitong overall completion New assets, the certificate of title to Pump and auxiliary room in the new 2,741,113.66 be processed uniformly after the factory of Sitong overall completion New assets, the certificate of title to Dormitory of Sitong 1#&2# 35,554,570.20 be processed uniformly after the overall completion New assets, the certificate of title to Factory 13-15# in Meichu North 142,495,110.09 be processed uniformly after the District overall completion Finished product warehouse and New assets, the certificate of title to Class A warehouse in Meichu North 30,649,122.93 be processed uniformly after the District overall completion Power, tooling, experimental testing, New assets, the certificate of title to and R&D testing workshop in 1-8 # 412,803,830.71 be processed uniformly after the of Commercial overall completion Commercial refrigeration product New assets, the certificate of title to warehouse, raw material warehouse, 63,241,439.96 be processed uniformly after the Class A warehouse, and Class C overall completion warehouse New assets, the certificate of title to Commercial dormitory 1-4# 116,656,306.64 be processed uniformly after the overall completion New assets, the certificate of title to Commercial canteens, training 47,493,902.32 be processed uniformly after the buildings, etc overall completion New assets, the certificate of title to Wuhu Sanhua Automatic Control 70,077,958.31 be processed uniformly after the dormitory overall completion New assets, the certificate of title to 1 # Super workshop and power plant 191,901,543.45 be processed uniformly after the overall completion New assets, the certificate of title to Heat exchanger 9 # production 143,250,912.26 be processed uniformly after the workshop overall completion Subtotal 1,314,876,880.23 182 Zhejiang Sanhua Intelligent Controls Co., Ltd. 2023 Annual Report (5)Impairment testing of fixed assets √ Applicable □ Not Applicable The recoverable amount is determined based on the net amount after deducting disposal expenses from fair value √ Applicable □ Not Applicable Unit: RMB Key parameters Determination of Recoverable Impairment and the Item Book value fair value and amount amount determination disposal costs basis Fair prices of Residual available Machinery and 13,820,786.46 487,492.99 13,333,293.47 component components and equipment recovery amount market prices of recyclable metals Fair prices of Residual available Office and other 36,813.13 6,100.00 30,713.13 component components and equipment recovery amount market prices of recyclable metals 合计 13,857,599.59 493,592.99 13,364,006.60 The recoverable amount is determined based on the present value of expected future cash flows □ Applicable √ Not Applicable 14. Construction in progress Unit: RMB Items Closing balance Opening balance Construction in progress 2,036,326,757.72 1,032,505,633.51 Total 2,036,326,757.72 1,032,505,633.51 (1)Details of construction in progress Unit: RMB Closing balance Opening balance Items Provision for Carrying Provision for Carrying Book balance Book balance impairment amount impairment amount Annual production of 12 million sets of intelligent thermal management 259,331,934.09 259,331,934.09 components of new energy vehicles technical renovation project Annual 208,351,289.28 208,351,289.28 1,381,023.10 1,381,023.10 production of 183 Zhejiang Sanhua Intelligent Controls Co., Ltd. 2023 Annual Report 12.5 million sets of intelligent thermal management module for new energy vehicles construction project Annual production of 8 million sets of intelligent 186,106,762.72 186,106,762.72 thermal management component project Sanhua Minshi Automotive investment 21 million euros to establish a new 138,550,445.99 138,550,445.99 automotive parts production line project Industrial Plant Engineering in 128,804,884.71 128,804,884.71 3,725,739.80 3,725,739.80 Mexico The new energy vehicle thermal management parts 113,445,275.23 113,445,275.23 production project in Guangdong Sanhua Annual production of 1.5 million sets new energy 87,649,308.50 87,649,308.50 108,269,402.41 108,269,402.41 thermal management component project Annual output of 11 million sets of high efficiency heat 87,188,916.55 87,188,916.55 139,499,206.94 139,499,206.94 exchange component for new energy vehicles project Dormitory of 77,248,786.37 77,248,786.37 973,975.02 973,975.02 Automotive 150-3 # -6 # 73,709,950.00 73,709,950.00 184 Zhejiang Sanhua Intelligent Controls Co., Ltd. 2023 Annual Report Rental dormitory buildings Annual output of 14 million sets of new energy cooling 66,609,673.61 66,609,673.61 62,488,698.25 62,488,698.25 component technology renovation project Annual output of 11 million sets of components 61,306,246.90 61,306,246.90 94,275,393.24 94,275,393.24 technical renovation projects 5 million sets of technical renovation 28,032,778.68 28,032,778.68 418,584.08 418,584.08 projects and equipment Vietnam Industrial Plant 27,351,178.96 27,351,178.96 Engineering Annual output of 3 million sets of thermal management components for 24,537,513.20 24,537,513.20 29,805,708.02 29,805,708.02 new energy vehicles technical renovation project Annual output of 4 million sets of heat pump components for 16,303,564.10 16,303,564.10 7,109,389.23 7,109,389.23 new energy vehicles technical renovation project Annual output of 65 million sets of intelligent control components for 14,882,282.34 14,882,282.34 224,972,262.42 224,972,262.42 commercial refrigeration and air conditioning project 185 Zhejiang Sanhua Intelligent Controls Co., Ltd. 2023 Annual Report Sanhua new energy vehicle battery water cooled plate 13,525,758.03 13,525,758.03 production line construction project Annual output of 3 million sets of plate heat exchange units and annual output of 2 million 11,493,210.78 11,493,210.78 5,808,045.04 5,808,045.04 sets of EXV electronic expansion valve components project Annual output of 7.3 million sets of new energy vehicle thermal 225,840.24 225,840.24 management system component project others 411,896,997.68 411,896,997.68 353,552,365.72 353,552,365.72 Total 2,036,326,757.72 2,036,326,757.72 1,032,505,633.51 1,032,505,633.51 (2)Changes of significant construction in progress in current period Unit: RMB Transfe Includi Other Accum Capitali rred Accum ng: amount Comple ulated zation Increas to fixed ulated capitali Openin s tion amount rate for Budge ed in assets Closing investm zed Fund Items g decreas percent of interest t current in balance ent to interest source balance ed in age capitali in period the budget in current (%) zed current current (%) current period interest period period period Annual producti on of 65 million sets of 1,780, commer 224,972, 381,945, 592,035, 14,882,2 Raised 550,00 72.85% 72.85% cial 262.42 390.44 370.52 82.34 funds 0.00 refrigera tion and air conditio ning 186 Zhejiang Sanhua Intelligent Controls Co., Ltd. 2023 Annual Report intellige nt control compon ents construc tion project Annual output of 50.5 million sets of high efficienc y and energy 785,57 56,064,5 56,064,5 Raised saving 0,000. 25.49% 25.49% 37.27 37.27 funds refrigera 00 tion and air conditio ning control compon ents project Annual producti on of 8 million sets of intellige $150, Self- 33,662,2 137,442, 64,061,7 107,042, nt 000,00 16.11% 16.11% raised 58.66 356.31 35.51 879.46 thermal 0.00 funds manage ment compon ents project Annual producti on of 1.5 million sets of new 650,50 Self- 108,269, 81,892,8 102,512, 87,649,3 energy 0,000. 132.35% 99.98% raised 402.41 50.59 944.50 08.50 thermal 00 funds manage ment compon ents project Annual 940,00 Self- output 139,499, 224,000, 276,311, 87,188,9 0,000. 67.42% 67.42% raised of 11 206.94 782.85 073.24 16.55 00 funds million 187 Zhejiang Sanhua Intelligent Controls Co., Ltd. 2023 Annual Report sets of new energy vehicles high efficienc y heat exchang er assembl y project Annual output of 12.5 million sets intellige nt thermal 1,372, Self- 208,351, 208,351, manage 650,00 15.18% 15.18% raised 289.28 289.28 ment 0.00 funds module for new energy vehicles construc tion project The new energy vehicle thermal manage ment 2,050, Self- parts 113,445, 113,445, 000,00 5.53% 5.53% raised producti 275.23 275.23 0.00 funds on project in Guangd ong Sanhua 506,403, 1,203,14 1,090,98 618,559, Total 130.43 2,481.97 5,661.04 951.36 (3)Impairment testing of construction in progress □ Applicable √ Not Applicable 15. Right of use assets Unit: RMB Items Houses and buildings Vehicle Total Ⅰ. Original Carrying amount 188 Zhejiang Sanhua Intelligent Controls Co., Ltd. 2023 Annual Report 1.Opening balance 416,197,719.61 5,551,120.98 421,748,840.59 2.Increased in current 113,559,504.87 3,969,838.09 117,529,342.96 period (1) Rent 101,353,957.17 3,632,056.22 104,986,013.39 (2) Converted difference in Foreign Currency 12,205,547.70 337,781.87 12,543,329.57 Statements 3.Decreased in current 14,641,415.89 14,641,415.89 period (1) Disposal 14,641,415.89 14,641,415.89 4.Closing balance 515,115,808.59 9,520,959.07 524,636,767.66 Ⅱ. Accumulated amortization 1.Opening balance 135,550,130.72 1,921,344.55 137,471,475.27 2.Increased in current 87,372,354.66 932,919.07 88,305,273.73 period (1) Accrual 83,206,841.69 797,377.80 84,004,219.49 (2) Converted difference in Foreign 4,165,512.97 135,541.27 4,301,054.24 Currency Statements 3. Decreased in 14,394,726.87 14,394,726.87 current period (1) Disposal 14,394,726.87 14,394,726.87 4.Closing balance 208,527,758.51 2,854,263.62 211,382,022.13 Ⅲ. Provision for impairment 1.Opening balance 2. Increased in current period (1)Accrual 3. Decreased in current period (1)Disposal 4.Closing balance Ⅳ. Carrying amount 1.Closing balance 306,588,050.08 6,666,695.45 313,254,745.53 2.Opening balance 280,647,588.89 3,629,776.43 284,277,365.32 16. Intangible Assets (1)Details of intangible assets Unit: RMB Overseas land Application Intellectual Items Land use right Total ownership software property Ⅰ. Original Carrying amount 189 Zhejiang Sanhua Intelligent Controls Co., Ltd. 2023 Annual Report 1.Opening balance 713,720,608.55 83,863,040.62 44,529,249.82 65,624,940.36 907,737,839.35 2.Increased in current period 117,345,133.99 13,800,135.79 16,913,625.19 148,058,894.97 (1) Acquisition 117,869,554.35 3,275,011.33 15,809,957.13 136,954,522.81 (2)Internal research and development (3)Increased in business merger (4)Converted difference in Foreign Currency Statements -524,420.36 10,525,124.46 1,103,668.06 11,104,372.16 3.Decreased in 9,797,412.67 2,200,121.21 12,800,000.00 24,797,533.88 current period (1)Disposal 9,797,412.67 2,200,121.21 12,800,000.00 24,797,533.88 4.Closing balance 831,065,742.54 87,865,763.74 59,242,753.80 52,824,940.36 1,030,999,200.44 Ⅱ. Accumulated amortization 1.Opening balance 103,834,913.72 596,533.10 32,928,912.94 38,991,387.94 176,351,747.70 2.Increased in 16,659,385.88 142,702.82 6,048,579.16 4,459,627.55 27,310,295.41 current period (1)Accrual 16,722,904.70 131,913.38 5,296,099.93 4,459,627.55 26,610,545.56 190 Zhejiang Sanhua Intelligent Controls Co., Ltd. 2023 Annual Report (2) Converted difference in Foreign -63,518.82 10,789.44 752,479.23 699,749.85 Currency Statements 3. Decreased in 3,729,135.49 12,800,000.00 16,529,135.49 current period (1)Disposal 3,729,135.49 12,800,000.00 16,529,135.49 4.Closing balance 120,494,299.60 739,235.92 35,248,356.61 30,651,015.49 187,132,907.62 Ⅲ. Provision for impairment 1.Opening balance 4,122,739.96 4,122,739.96 2. Increased in 48,599.64 48,599.64 current period (1)Accrual (2) Converted difference in Foreign 48,599.64 48,599.64 Currency Statements 3. Decreased in 4,171,339.60 4,171,339.60 current period (1)Disposal 4,171,339.60 4,171,339.60 4.Closing balance Ⅳ. Carrying amount 191 Zhejiang Sanhua Intelligent Controls Co., Ltd. 2023 Annual Report 1.Closing balance 710,571,442.94 87,126,527.82 23,994,397.19 22,173,924.87 843,866,292.82 2.Opening balance 609,885,694.83 79,143,767.56 11,600,336.88 26,633,552.42 727,263,351.69 At the end of this period, the proportion of intangible assets formed through internal research and development of the company to the balance of intangible assets is 0.00%. 17. Goodwill (1)Original Carrying amount of goodwill Unit: RMB Investee or Increased in current period Decreased in current period events Opening Due to Closing resulting in balance business Disposal balance goodwill combination R-Squared 31,959,091.60 31,959,091.60 Puckett Inc. Goodwill of Asset Group of Zhejiang Sanhua plate 5,839,387.56 5,839,387.56 Exchange Technology Co., Ltd Goodwill of Non-Asset Group of Zhejiang 1,752,443.05 1,752,443.05 Sanhua plate Exchange Technology Co., Ltd Total 39,550,922.21 39,550,922.21 (2)Provision for goodwill impairment Unit: RMB Investee or Increased in current period Decreased in current period events Opening Closing Provision Disposal resulting in balance balance made goodwill R-Squared 31,959,091.60 31,959,091.60 Puckett Inc. Goodwill of Non-Asset Group of 806,602.57 806,602.57 Zhejiang Sanhua plate Exchange 192 Zhejiang Sanhua Intelligent Controls Co., Ltd. 2023 Annual Report Technology Co., Ltd Total 31,959,091.60 806,602.57 32,765,694.17 (3)Other remarks Goodwill of Non-Asset Group of Zhejiang Sanhua plate Exchange Technology Co., Ltd. refers to the goodwill formed by recognizing deferred income tax liabilities for asset valuation appreciation, the goodwill generated when Zhejiang Sanhua Commercial Co., Ltd. acquired and merged Zhejiang Sanhua plate Exchange Technology Co., Ltd. under non-common control, the goodwill impairment loss is provisioned synchronously with the reversal of deferred tax liabilities. 18. Long-term prepayments Unit: RMB Opening Increased in Items Amortization Other decreases Closing balance balance current period Rental housing construction and 45,670,895.53 57,100,577.01 11,681,710.70 91,089,761.84 transformation expenditure Compensated use fee for 4,878,409.32 4,878,409.32 emission rights Expenditures on tooling and 5,607,972.31 33,624,937.15 12,226,235.21 27,006,674.25 molds Total 56,157,277.16 90,725,514.16 28,786,355.23 118,096,436.09 19. Deferred tax assets / deferred tax liabilities (1)Deferred tax assets before offset Unit: RMB Closing balance Opening balance Items Deductible temporary Deferred tax Deductible temporary Deferred tax difference assets difference assets Provision for bad 261,315,206.58 54,641,190.49 195,934,543.92 39,038,062.56 debt Provision for 42,325,391.26 8,139,006.84 68,011,211.82 11,412,992.83 inventory write-down Unrealized profit from internal 433,833,345.36 34,546,191.69 332,697,154.63 32,810,835.04 transactions Deductible losses 76,215,945.95 18,485,636.55 380,148,112.81 58,645,816.34 Deferred income- 378,102,855.53 68,133,180.61 253,297,140.86 42,600,561.83 government grants Provision for fixed 20,614,046.13 3,102,355.15 9,930,453.59 1,533,546.13 assets impairments Lease liabilities 85,136,567.36 16,775,016.78 193 Zhejiang Sanhua Intelligent Controls Co., Ltd. 2023 Annual Report Share-based payment expenses (accounting 43,389,666.67 6,683,677.51 71,597,367.25 11,139,948.95 standards) Share-based payment expenses (difference 71,791,236.12 11,058,611.57 46,031,824.12 7,065,126.85 between tax and accounting standards) Floating loss of derivative 1,228,538.00 184,280.70 3,949,625.00 592,813.75 instruments Difference between accounting cost and tax cost of 108,793,134.67 16,318,970.20 convertible corporate bonds Total 1,413,952,798.96 221,749,147.89 1,470,390,568.67 221,158,674.48 (2)Deferred tax liabilities before offset Unit: RMB Closing balance Opening balance Items Taxable temporary Deferred tax Taxable temporary Deferred tax difference liabilities difference liabilities Appreciation of assets appraisal of the business 9,008,004.60 1,351,200.69 11,345,644.73 1,701,846.71 combinations not under common control Accelerated depreciation of 2,047,041,074.93 324,214,511.19 1,688,493,838.12 263,941,331.71 equipment Floating gain on 1,463,100.00 219,465.00 5,585,129.25 1,048,679.39 derivatives Accrued interest of 191,331,258.62 30,267,866.29 142,322,188.53 22,066,063.56 certificate of deposit Right-of-use assets 85,136,567.36 16,775,016.78 Total 2,333,980,005.51 372,828,059.95 1,847,746,800.63 288,757,921.37 (3)Deferred tax assets or liabilities after offset shown on a net offsetting basis Unit: RMB Deferred tax assets Deferred tax assets Closing balance of Opening balance of and liabilities offset and liabilities offset deferred tax assets deferred tax assets Items amount at the end amount at the or liabilities after or liabilities after of the balance beginning of the offset offset amount balance amount Deferred tax assets 65,316,990.66 156,432,157.23 221,158,674.48 Deferred tax 65,316,990.66 307,511,069.30 288,757,921.37 liabilities 194 Zhejiang Sanhua Intelligent Controls Co., Ltd. 2023 Annual Report (4)Details of unrecognized deferred tax assets Unit: RMB Items Closing balance Opening balance Provision for bad debt 66,300,549.08 90,633,770.94 Provision for inventory write-down 71,954,359.29 59,634,193.38 Deductible losses of subsidiaries 280,085,140.01 137,111,606.69 Investment losses recognized by the equity 20,324,431.29 14,838,204.13 method Floating loss on derivatives 9,490,572.02 44,721,748.81 Deferred income-government grants 1,037,186.95 747,574.78 Total 449,192,238.64 347,687,098.73 (5)Deductible losses of unrecognized deferred tax assets will expire in the following years Unit: RMB Maturity years Closing balance Opening balance Remarks Year 2025 1,160,674.55 1,176,424.56 Year 2026 521,923.98 673,774.12 Year 2027 23,055,008.78 20,123,335.62 Year 2028 74,714,376.64 10,478,078.42 Year 2029 16,716,170.44 7,488,066.67 Year 2030 12,549,643.88 16,606,149.99 Year 2031 69,321,405.03 66,879,893.60 Year 2032 6,336,459.07 13,685,883.71 Year 2033 75,709,477.64 Total 280,085,140.01 137,111,606.69 20. Other non-current assets Unit: RMB Closing balance Opening balance Provision Provision Items Book Carrying Carrying for Book balance for balance amount amount impairment impairment Advanced payment for 564,023,136. 564,023,136.8 457,305,626.5 457,305,626.5 non-current 83 3 9 9 assets purchasing 564,023,136. 564,023,136.8 457,305,626.5 457,305,626.5 Total 83 3 9 9 195 Zhejiang Sanhua Intelligent Controls Co., Ltd. 2023 Annual Report 21. Assets with title or use right restrictions Unit: RMB Closing Opening Reasons Reasons Type of Type of Items Book Carrying for Book Carrying for restriction restriction balance amount restriction balance amount restriction s s s s Cash and 76,476,70 76,476,70 Guarante 87,482,65 87,482,65 Guarante bank Pledge Pledge 0.95 0.95 e deposit 0.12 0.12 e deposit balances Cash and 281,570,3 281,570,3 Pledge 209,826,6 209,826,6 Pledge bank Pledge Pledge 79.73 79.73 financing 66.67 66.67 financing balances Notes 2,214,363 2,208,446 Pledge 2,015,272 2,015,272 Pledge receivabl Pledge Pledge ,880.38 ,869.75 financing ,320.99 ,320.99 financing e Digital Digital and and electronic electronic debt debt vouchers vouchers Accounts 66,621,44 63,290,37 that have 296,551,0 281,723,5 that have receivabl Pledge Pledge 6.85 4.51 been 88.70 34.27 been e endorsed endorsed or or discounte discounte d but are d but are not due not due 2,639,032 2,629,784 2,609,132 2,594,305 Total ,407.91 ,324.94 ,726.48 ,172.05 22. Short-term borrowings (1)Categories of short-term borrowings Unit: RMB Items Closing balance Opening balance Credit borrowings 200,000,000.00 100,000,000.00 Overseas loan under domestic 1,002,451,361.04 943,525,006.00 guarantee Financial asset discount financing 5,748,871.44 249,357,225.37 Pledge and guaranteed loan 220,000.00 Accrued interest 3,950,146.37 981,088.21 Total 1,212,150,378.85 1,294,083,319.58 196 Zhejiang Sanhua Intelligent Controls Co., Ltd. 2023 Annual Report 23. Trading financial liabilities Unit: RMB Items Closing balance Opening balance Trading financial liabilities 3,500,000.00 3,500,000.00 Including: Contingent consideration for 3,500,000.00 3,500,000.00 business merge Including: Total 3,500,000.00 3,500,000.00 24. Derivative financial liabilities Unit: RMB Items Closing balance Opening balance Exchange rate derivative 10,719,110.02 44,709,998.81 Futures derivative 461,375.00 Total 10,719,110.02 45,171,373.81 25. Notes payable Unit: RMB Categories Closing balance Opening balance Bank acceptance 3,416,711,594.64 2,580,274,767.64 Total 3,416,711,594.64 2,580,274,767.64 26. Accounts payable (1)Details of accounts payable Unit: RMB Items Closing balance Opening balance Within 1 year 4,405,227,329.99 3,851,682,948.05 1 to 2 years 27,522,682.35 18,716,087.91 2 to 3 years 10,155,105.49 7,655,237.97 Over 3 years 7,035,241.98 6,549,096.23 Total 4,449,940,359.81 3,884,603,370.16 27. Other payables Unit: RMB Item Closing balance Opening balance Other payables 250,642,662.86 354,255,114.06 Total 250,642,662.86 354,255,114.06 197 Zhejiang Sanhua Intelligent Controls Co., Ltd. 2023 Annual Report (1)Other payables 1)Other payables listed by nature Unit: RMB Items Closing balance Opening balance Restricted shares repo obligations 118,010,274.29 214,659,660.00 Compensation for product quality 19,370,760.58 15,270,978.03 loss Guarantee deposit 41,716,593.20 13,673,464.47 Rent and property fee 2,401,192.28 4,859,929.85 Collection of talent awards 4,114,516.00 4,592,661.00 Shareholding transfer payment 3,500,000.00 Others 65,029,326.51 97,698,420.71 Total 250,642,662.86 354,255,114.06 28. Contract liabilities Unit: RMB Items Closing balance Opening balance Customer contract advance 51,788,802.03 57,955,080.60 payment Total 51,788,802.03 57,955,080.60 29. Employee benefits payable (1)Details of employee benefits payable Unit: RMB Opening Increased in Decreased in Closing Items balance current period current period balance Ⅰ. Short-term employee 464,664,017.26 3,556,649,017.78 3,439,758,760.05 581,554,274.99 benefits Ⅱ. Post-employment benefits - 6,840,467.11 105,561,454.50 100,384,302.95 12,017,618.66 defined contribution plan Ⅲ. Termination benefits 3,652,944.78 7,924,041.52 6,347,633.61 5,229,352.69 Total 475,157,429.15 3,670,134,513.80 3,546,490,696.61 598,801,246.34 (2)Details of Short-term employee benefits Unit: RMB Increased in current Decreased in current Items Opening balance Closing balance period period 1. Wage, bonus, allowances and 426,154,617.00 2,691,477,436.88 2,588,872,061.00 528,759,992.88 subsidy 2. Employee welfare 522,798.23 147,677,416.29 147,394,665.34 805,549.18 fund 198 Zhejiang Sanhua Intelligent Controls Co., Ltd. 2023 Annual Report 3. Social insurance 12,990,659.88 176,907,460.56 171,176,350.06 18,721,770.38 premium Including: 3,743,732.87 63,922,904.60 62,049,718.55 5,616,918.92 Medicare premium Occupational injuries 265,634.67 4,044,522.07 3,563,028.77 747,127.97 premium 37,181.62 249,202.93 164,508.69 121,875.86 Maternity premium Overseas social 8,944,110.72 108,690,830.96 105,399,094.05 12,235,847.63 security contributions 4. Housing provident 1,329,442.40 66,097,171.90 67,407,328.30 19,286.00 fund 5.Dispatching 17,315,817.31 446,547,843.07 440,052,591.83 23,811,068.55 remuneration 6. Stock appreciation 5,217,299.98 5,530,710.02 2,868,120.00 7,879,890.00 option 7.Other 1,133,382.46 22,410,979.06 21,987,643.52 1,556,718.00 Total 464,664,017.26 3,556,649,017.78 3,439,758,760.05 581,554,274.99 (3)Details of defined contribution plan Unit: RMB Opening Increased in current Decreased in current Closing Items balance period period balance 1. Basic endowment insurance 6,609,221.19 101,682,915.42 96,688,409.60 11,603,727.01 premium 2. Unemployment insurance 231,245.92 3,878,539.08 3,695,893.35 413,891.65 premium Total 6,840,467.11 105,561,454.50 100,384,302.95 12,017,618.66 30. Taxes and rates payable Unit: RMB Items Closing balance Opening balance Enterprise income tax 186,575,216.87 71,995,026.46 VAT 30,168,036.77 18,411,585.20 Housing property tax 23,482,515.63 18,812,611.09 Land use tax 12,974,469.60 12,197,167.13 Urban maintenance and 5,330,039.26 4,291,676.87 construction tax Education surcharge 2,459,912.39 2,043,785.75 Local education surcharge 1,639,941.61 1,362,523.90 Overseas tax 99,516,370.91 46,713,362.21 Individual income tax 12,843,108.53 9,417,459.50 Others 7,407,179.62 5,544,361.05 Total 382,396,791.19 190,789,559.16 31. Non-current liabilities due within one year Unit: RMB 199 Zhejiang Sanhua Intelligent Controls Co., Ltd. 2023 Annual Report Items Closing balance Opening balance Guaranteed borrowings 1,370,000,000.00 500,000,000.00 Accrued interest 1,195,277.78 465,277.78 Lease liabilities 68,897,976.15 67,661,063.89 Total 1,440,093,253.93 568,126,341.67 32. Other current liabilities Unit: RMB Items Closing balance Opening balance Output tax to be written off 2,099,986.27 2,007,578.03 Total 2,099,986.27 2,007,578.03 33. Long-term borrowings (1)Categories of long-term borrowings Unit: RMB Items Closing balance Opening balance Guaranteed borrowings 1,030,000,000.00 1,800,000,000.00 Accrued interest 801,111.13 1,574,166.67 Total 1,030,801,111.13 1,801,574,166.67 34.Bonds payable (1)Bonds payable Unit: RMB Items Closing balance Opening balance Sanhua Convertible bonds 2,776,763,361.83 Total 2,776,763,361.83 (2)Changes of bonds payable(does not include preferred shares, perpetual bonds and other financial instruments classified as financial liabilities) Unit: RMB Con Am vers Acc ortiz ion rued atio fro Curr Curr Curr Wh Bon Issu Ope Curr inter n in m ent End Par Rele Bon ent ent ethe d Cou ance ning ent est disc shar inter ing valu ase d repa rede r nam pon amo bala issu at ount es est bala e date term yme mpti defa e unt nce ance par or to pay nce nt on ult valu pre equi able e miu ty m instr ume 200 Zhejiang Sanhua Intelligent Controls Co., Ltd. 2023 Annual Report nts San hua - 3,00 2,77 71,1 11,9 Con Jun, 6 5,00 2,83 3,55 100. 0,00 6,76 30,5 93,5 den verti 202 year 0,00 7,34 3,02 00 0,00 3,36 44.5 64.8 y ble 1 s 0.00 7,31 6.39 0.00 1.83 6 0 bon 5.20 ds - 3,00 2,77 71,1 11,9 5,00 2,83 3,55 Tota 0,00 6,76 30,5 93,5 —— 0,00 7,34 3,02 —— l 0,00 3,36 44.5 64.8 0.00 7,31 6.39 0.00 1.83 6 0 5.20 (3)Explanation of Convertible Corporate Bonds Explanation of conditions and time of share conversion for convertible bonds. With the approval of China Securities Regulatory Commission in document zjxk [2021] No. 168, the company publicly issued 30 million convertible corporate bonds (hereinafter referred to as Sanhua convertible bonds) in June 2021, with a face value of 100 yuan each and a total issuance amount of 300 million yuan. The start and end date of Sanhua convertible bonds is from December 7, 2021 to May 31, 2027, and the initial conversion price is 21.55 yuan / share. 72,307 shares were transferred in the prior period and 141,926,470 in the current period, for a total of 141,998,777 shares.37,663 bonds remaining, all redeemed. 35.Leased liabilities Unit: RMB Items Closing balance Opening balance Lease payables 290,193,458.01 269,689,545.98 Less:Leased liabilities due within 1 -68,897,976.15 -67,661,063.89 year Total 221,295,481.86 202,028,482.09 36. Long-term payables Unit: RMB Items Closing balance Opening balance Long-term payables 11,290,788.32 4,831,202.13 Total 11,290,788.32 4,831,202.13 (1)Long-term payables listed by nature Unit: RMB Items Closing balance Opening balance Stock appreciation rights deposit 3,499,818.32 4,831,202.13 Retention money 7,790,970.00 Total 11,290,788.32 4,831,202.13 201 Zhejiang Sanhua Intelligent Controls Co., Ltd. 2023 Annual Report 37.Long-term employee benefits payable (1)Table of long-term employee benefits payable Unit: RMB Items Closing balance Opening balance Long-term employee rights protection funds 39,840,362.77 Total 39,840,362.77 38. Deferred income Unit: RMB Opening Increased in current Decreased in Closing Reasons for Items balance period current period balance balance Government Related to 254,044,715.64 163,601,198.25 38,505,871.41 379,140,042.48 grants assets Total 254,044,715.64 163,601,198.25 38,505,871.41 379,140,042.48 -- 39. Other non-current liabilities Unit: RMB Items Closing balance Opening balance Engineering agent construction 18,154,107.25 23,729,805.25 fund Long-term employee rights 34,260,376.62 protection payment Total 18,154,107.25 57,990,181.87 40. Share capital Unit: RMB Changed amount of current period(+/-) Issue Reserve Opening balance of Bonu Closing balance transferre new s Others Subtotal d to share shares shares s Total 3,590,869,465.0 141,746,070.0 141,746,070.0 3,732,615,535.0 share 0 0 0 0 s Other remarks: In the current period, 141,926,470 shares were increased due to the conversion of "Sanhua convertible bonds", and 180,400 shares were reduced due to the repurchase and cancellation of restricted shares. 202 Zhejiang Sanhua Intelligent Controls Co., Ltd. 2023 Annual Report 41. Other equity instruments (1) Statement of changes in preferred shares, perpetual bonds and other financial instruments issued at the end of the period Unit: RMB Financial Increased in current Decreased in current Opening balance Closing balance instruments period period issued Qty Book value Qty Book value Qty Book value Qty Book value Convertible 29,984,457. 409,544,97 29,984,457. 409,544,97 bonds 00 0.41 00 0.41 29,984,457. 409,544,97 29,984,457. 409,544,97 Total 00 0.41 00 0.41 The increase and decrease of other equity instruments in the current period, the reasons for the change, and the basis of relevant accounting treatment: With the approval of the CSRC in document zjxk [2021] No. 168, the company publicly issued 30 million convertible corporate bonds in June 2021, with a face value of 100 yuan each and a total issuance amount of 300 million yuan. The amount of these convertible corporate bonds initially classified as equity instruments is 409,766,556.24 yuan. In the current period, due to the conversion of debt to equity, 409,544,970.41 yuan of equity instruments was decreased. 42. Capital reserve Unit: RMB Increased in current Decreased in Items Opening balance Closing balance period current period Capital premium (Share 81,960,309.01 3,214,043,939.85 3,296,004,248.86 premium) Other capital 200,642,386.97 55,720,530.15 96,723,600.00 159,639,317.12 reserve Total 282,602,695.98 3,269,764,470.00 96,723,600.00 3,455,643,565.98 43. Treasury shares Unit: RMB Increased in current Decreased in Items Opening balance Closing balance period current period Restricted shares 214,659,660.00 96,649,810.00 118,009,850.00 Repo shares 115,363,315.53 190,095,426.04 305,458,741.57 Total 330,022,975.53 190,095,426.04 96,649,810.00 423,468,591.57 44. Other comprehensive income (OCI) Unit: RMB Changed amount of the current period Opening Current Less: Less: Less: Attributabl Attributa Closing Items balance period OCI OCI inco e to ble to balance cumulative carried carried me the parent Non- 203 Zhejiang Sanhua Intelligent Controls Co., Ltd. 2023 Annual Report before forward forward tax Company controlli income tax transfer transferre expen after ng red to d to se tax interest profit or undistrib after tax loss uted profit Items to be reclassified - 123,300,11 123,300,11 114,757,06 subsequent 8,543,048 2.61 2.61 4.28 ly to profit .33 or loss - Converted 123,300,11 123,300,11 114,757,06 8,543,048 difference 2.61 2.61 4.28 .33 in Foreign Other comprehen - 123,300,11 123,300,11 114,757,06 sive 8,543,048 2.61 2.61 4.28 income in .33 total 45. Surplus reserve Unit: RMB Opening Increased in current Decreased in current Items Closing balance balance period period Statutory surplus 837,028,002.43 148,391,184.66 985,419,187.09 reserve Discretionary surplus 8,681,137.20 8,681,137.20 reserve Reserve fund 17,813,919.38 17,813,919.38 Total 863,523,059.01 148,391,184.66 1,011,914,243.67 Remarks on surplus reserve, including movement in current period and the reason for changes: This period increased by RMB 148,391,184.66, according to the parent company's current net profit 10% of the statutory surplus reserve. 46. Undistributed profit Unit: RMB Items Current period Previous period Balance before adjustment at the end of the 8,133,336,242.88 6,615,689,606.07 previous period Balance after adjustment at the end of the 8,133,336,242.88 6,615,689,606.07 previous period Add: Net profit attributable to shareholders 2,920,992,940.01 2,573,344,179.92 of the parent Company for current year Less: Appropriation of statutory surplus 148,391,184.66 161,738,529.31 reserve Payable dividends on ordinary shares 902,995,830.80 893,959,013.80 Closing balance 10,002,942,167.43 8,133,336,242.88 Details of undistributed profits adjustment at the beginning of the period 1) due to the retroactive adjustment of the accounting standards for business enterprises and its relevant new provisions, the undistributed profit at the beginning of the period 0.00 yuan. 204 Zhejiang Sanhua Intelligent Controls Co., Ltd. 2023 Annual Report 2) due to the change of accounting policy, the undistributed profit at the beginning of the period was affected by 0.00 yuan. 3) due to the correction of major accounting errors, the undistributed profit at the beginning of the period was affected by 0.00 yuan. 4) the change of consolidation scope due to the same control affects the undistributed profit at the beginning of the period by 0.00 yuan. 5) the total impact of other adjustments on the undistributed profit at the beginning of the period is 0.00 yuan. 47. Operating revenue and Operating cost Unit: RMB Current period cumulative Preceding period comparative Items Revenue Cost Revenue Cost Main operations 23,942,063,896.26 17,157,130,173.23 20,494,502,732.61 14,967,335,446.87 Other operations 615,738,170.33 550,990,104.10 853,047,008.39 813,763,734.43 Total 24,557,802,066.59 17,708,120,277.33 21,347,549,741.00 15,781,099,181.30 After deducting non-recurring profit or loss by audit, whether the net profit is negative or not □ Applicable √ Not Applicable Other remarks: 1) Revenue decomposition by product or service type The decomposition of revenue by product or service type is detailed in note X (V) and accounting estimate 24 to the financial statements. 2) Income decomposition was according to the time of goods or services transfer. Item Current period cumulative Preceding period comparative Recognition of revenue at a certain point in 24,546,747,326.10 21,337,361,339.43 time Total 24,546,747,326.10 21,337,361,339.43 48. Taxes and surcharges Unit: RMB Items Current period cumulative Preceding period comparative Urban maintenance and construction 41,620,164.98 31,612,152.21 tax Education surcharge 20,384,359.04 16,437,746.25 Local education surcharge 13,605,572.72 10,958,497.49 Housing property tax 28,446,815.02 22,290,882.13 Land use tax 5,066,854.78 8,169,260.25 Stamp duty 21,392,535.74 13,239,684.94 Local foundation for water works 1,145,402.41 995,943.11 Overseas taxes and fees 8,030,714.76 6,280,593.23 Others 123,603.05 82,891.37 Total 139,816,022.50 110,067,650.98 49. Administrative expenses Unit: RMB 205 Zhejiang Sanhua Intelligent Controls Co., Ltd. 2023 Annual Report Items Current period cumulative Preceding period comparative Labor cost 871,450,950.33 715,760,569.17 Share-based payment 51,167,739.35 63,796,510.49 remuneration Depreciation and amortization 134,971,322.17 129,839,251.84 expense Office expense 217,169,017.48 174,159,668.47 Intermediary organ expense 78,105,298.36 65,491,200.20 Relocation payment 20,589,497.91 32,137,262.51 Entertainment expense 24,892,269.92 14,669,991.91 Vehicle expense 18,256,637.96 14,899,276.85 Sporadic renovation expense in the 23,581,176.29 24,954,126.54 park Security fund for the disabled 5,838,805.65 3,287,378.79 Others 30,311,456.93 27,979,735.22 Total 1,476,334,172.35 1,266,974,971.99 50. Selling expenses Unit: RMB Items Current period cumulative Preceding period comparative Labor cost 331,659,767.15 269,411,821.59 Warehousing, freight and 102,848,591.91 97,821,539.87 miscellaneous charges Entertainment expense 62,370,229.50 52,943,592.53 Travel expense 42,454,354.33 26,483,360.78 Product warranty expense 65,738,686.79 20,192,786.24 Advertising expense 24,044,549.16 17,666,279.17 Others 34,188,146.20 28,079,877.48 Total 663,304,325.04 512,599,257.66 51. R&D expenses Unit: RMB Items Current period cumulative Preceding period comparative Labor cost 586,262,227.24 498,865,837.12 Direct input expense 372,589,479.63 348,796,355.72 Depreciation and amortization 42,222,750.79 39,471,888.97 expense Mold manufacturing expense 52,682,753.42 68,578,613.77 Royalties 12,029,990.63 10,654,860.81 Outsourcing R&D expense 1,187,512.67 5,365,574.72 Others 29,859,510.03 17,221,364.79 Total 1,096,834,224.41 988,954,495.90 52. Financial expenses Unit: RMB 206 Zhejiang Sanhua Intelligent Controls Co., Ltd. 2023 Annual Report Items Current period cumulative Preceding period comparative Interest expense 212,081,658.78 233,211,546.41 Including: Interest on bond payable 76,130,544.56 132,562,707.58 Interest on lease liabilities 2,624,284.04 133,741.11 Interest income -159,145,071.07 -188,127,427.03 Exchange gains or losses -133,515,123.19 -228,843,448.26 Others 7,827,155.19 6,218,683.61 Total -72,751,380.29 -177,540,645.27 53. Other income Unit: RMB Source of the other income Current period cumulative Preceding period comparative Government subsidies related to 38,505,871.41 29,910,459.07 assets Government subsidies related to 110,601,829.40 93,837,638.51 revenue VAT extra deductions 37,270,140.16 Handling fees for withholding 1,877,422.09 1,445,314.58 individual income tax Total 188,255,263.06 125,193,412.16 54. Gains or losses on changes in fair value Unit: RMB Items Current period cumulative Preceding period comparative Floating income of bank financing -25,980.08 -1,117,394.66 products Contingent consideration payment -3,500,000.00 for business combination Floating income of futures -3,400,201.17 372,665.94 contracts Floating income of foreign 51,549,703.59 -103,099,561.14 exchange contract Total 48,123,522.34 -107,344,289.86 55. Investment income Unit: RMB Items Current period cumulative Preceding period comparative Investment income from long-term 7,986,227.16 7,732,273.62 equity investments under equity method Business combination not under common control contingent -3,500,000.00 considerations Gains and losses on bank financial 171,131.50 3,532,582.76 products 207 Zhejiang Sanhua Intelligent Controls Co., Ltd. 2023 Annual Report Gains and losses on exchange rate -150,933,667.67 -88,736,858.29 derivatives Gains and losses on futures derivatives 12,909,340.21 -6,800,191.82 Income from derecognition of financial -5,619,589.87 -894,817.78 assets measured at amortized cost Advance payment gains 4,032,630.05 3,918,591.59 Total -131,453,928.62 -84,748,419.92 56. Credit impairment loss Unit: RMB Items Current period cumulative Preceding period comparative Provision for bad debt -51,477,741.58 -97,762,426.98 Total -51,477,741.58 -97,762,426.98 57. Assets impairment loss Unit: RMB Items Current period cumulative Preceding period comparative I. Inventory write-down loss and contract performance cost -41,206,282.08 -93,592,437.64 impairment loss II. Impairment loss of fixed assets -13,364,006.60 III. Goodwill impairment loss -806,602.57 Total -55,376,891.25 -93,592,437.64 58. Gains on asset disposal Unit: RMB Items Current period cumulative Preceding period comparative Gains on disposal of assets 8,741,208.41 459,760,649.40 59. Non-operating revenue Unit: RMB Current period Preceding period Amount recorded into the current non- Items cumulative comparative recurring profit and loss Exempted payment 7,200,691.96 2,316,719.90 7,200,691.96 Compensation and 3,348,736.31 2,360,757.64 3,348,736.31 penalty income Gains from retirement of 1,419,940.46 148,387.39 1,419,940.46 fixed assets Others 2,963,564.66 1,954,254.02 2,963,564.66 Total 14,932,933.39 6,780,118.95 14,932,933.39 60. Non-operating expenditures Unit: RMB 208 Zhejiang Sanhua Intelligent Controls Co., Ltd. 2023 Annual Report Current period Preceding period Amount included in non- Items cumulative comparative recurring profit or loss Losses on retirement of 11,318,566.98 14,540,776.90 11,318,566.98 fixed assets Litigation for damages 1,169,762.74 6,137,932.54 1,169,762.74 Others 2,136,968.30 1,745,504.73 2,136,968.30 Total 14,625,298.02 22,424,214.17 14,625,298.02 61. Income tax expenses (1)Income tax expenses Unit: RMB Items Current period cumulative Preceding period comparative Current period income tax 537,385,513.45 404,677,979.49 expenses Deferred income tax expenses 82,163,240.54 38,527,616.87 Total 619,548,753.99 443,205,596.36 (2)Reconciliation of accounting profit to income tax expenses Unit: RMB Items Current period cumulative Income before tax 3,553,263,492.98 Income tax expense calculated at the applicable tax rate 692,427,582.22 Adjustment of preliminary income tax expense 12,130,983.14 settlement and payment Plus deduction of R&D expenses -160,053,901.72 The difference between tax and accounting standards 27,011,884.13 for convertible corporate bonds Effect of utilization of deductible losses not previously 25,762,605.94 recognized as deferred tax assets Others 22,269,600.28 Income tax expenses 619,548,753.99 62. Other comprehensive income Please refer to the notes of balance sheet items and other comprehensive income for details. 63. Notes to items of the consolidated cash flow statement (1)Cash related to operating activities Other cash receipts related to operating activities Unit: RMB Items Current period cumulative Preceding period comparative Government grants 238,258,666.39 190,317,245.39 209 Zhejiang Sanhua Intelligent Controls Co., Ltd. 2023 Annual Report Interest income 54,287,886.38 69,627,397.60 Rental income 11,054,740.49 3,129,586.41 Guarantee deposit 28,043,128.73 7,751,072.89 Insurance indemnities 3,348,736.31 2,360,757.64 Other 4,840,986.75 1,954,254.02 Total 339,834,145.05 275,140,313.95 Other cash payments related to operating activities Unit: RMB Items Current period cumulative Preceding period comparative Guarantee deposit and Expense 650,619,571.95 591,377,089.64 payments Total 650,619,571.95 591,377,089.64 (2)Cash related to investment activities Other cash receipts related to investing activities Unit: RMB Items Current period cumulative Preceding period comparative Redemption of bank financing 100,000,000.00 8,240,000.00 products Restricted funds 26,801,109.49 Income from Futures contract 12,909,340.21 derivatives settlement Redemption of certificates of deposit 962,037,101.21 285,000,000.00 Total 1,101,747,550.91 293,240,000.00 Important cash received related to investment activities Unit: RMB Items Current period cumulative Preceding period comparative Compensation for land collection 546,216,590.00 and storage Total 546,216,590.00 Other cash payments related to investing activities Unit: RMB Items Current period cumulative Preceding period comparative restricted funds 4,870,158.51 11,540,191.45 Loss on exchange rate derivatives 150,933,667.67 89,037,070.52 instrument settlement Loss on futures derivatives settlement 6,800,191.82 Total 155,803,826.18 107,377,453.79 210 Zhejiang Sanhua Intelligent Controls Co., Ltd. 2023 Annual Report Important cash payments related to investment activities Unit: RMB Items Current period cumulative Preceding period comparative Construction project of intelligent control components for commercial refrigeration 309,743,621.56 528,478,999.60 and air conditioning with an annual production capacity of 65 million sets Efficient and energy-saving refrigeration and air conditioning control component technology renovation project with an 149,195,510.91 70,727,961.93 annual production capacity of 50.5 million sets Total 458,939,132.47 599,206,961.53 (3)Cash related to financing activities Other cash receipts related to financing activities Unit: RMB Items Current period cumulative Preceding period comparative Restricted funds 15,585,461.73 44,015,965.02 Notes /Electronic debt voucher 16,289,050.35 discount financing Deposit of Stock appreciation right 4,831,202.13 Total 31,874,512.08 48,847,167.15 Other cash payments related to financing activities Unit: RMB Items Current period cumulative Preceding period comparative Repo shares expenses 190,095,426.04 104,577,950.13 Restricted stock repurchase expenses 1,572,760.00 1,868,825.00 Rental expenses 103,809,960.27 63,525,409.50 Restricted funds 26,510,463.54 10,019,914.98 Deposit of Stock appreciation right 1,331,383.81 Total 323,319,993.66 179,992,099.61 Changes in liabilities related to financing activities √ Applicable □ Not Applicable Unit: RMB Increase Decrease Opening Closing Items Changes in Changes in Changes in Changes in balance balance cash non-cash cash non-cash Short-term 1,294,083,319. 984,075,989.80 3,950,146.37 809,433,733.17 260,525,343.73 1,212,150,378. 211 Zhejiang Sanhua Intelligent Controls Co., Ltd. 2023 Annual Report borrowings 58 85 Long-term borrowings (including 2,302,039,444. 2,401,996,388. long-term 600,000,000.00 1,996,388.91 502,039,444.45 45 91 borrowings due within one year) Bonds payable (including 2,776,763,361. 2,837,347,315. bonds 76,130,544.56 15,546,591.19 83 20 payable due within one year) Lease liabilities (lease 269,689,545.98 124,647,452.30 103,809,960.27 333,580.00 290,193,458.01 liabilities due within one year) Dividends 902,995,830.80 902,995,830.80 payable 6,642,575,671. 1,584,075,989. 1,109,720,362. 2,333,825,559. 3,098,206,238. 3,904,340,225. Total 84 80 94 88 93 77 (4)Presentation of cash flows on a net basis The cash flow related to corporate bank wealth management and large deposit certificate business refers to the cash inflows and outflows of projects with large amounts and short maturities, as presenting the above cash flows on a net basis can better explain their impact on the Company’s payment ability and solvency, and is more helpful to evaluate the Company’s payment ability and solvency and analyze its future cash flows, the Company presents cash flows related to the above business on a net basis. If cash flows related to the above business are presented on a gross basis, effects on the Company’s cash flow statement are as follows: Unit: RMB Increase in the current Increase in the preceding Items period period Other cash receipts related to investing activities 150,599,133.34 216,400,000.00 Other cash payments related to investing activities 150,599,133.34 216,400,000.00 (5)Significant activities not involving cash receipts and payments Endorsed acceptance and digital electronic debt vouchers that do not involve cash receipts and payments 212 Zhejiang Sanhua Intelligent Controls Co., Ltd. 2023 Annual Report Unit: RMB Current period Preceding period Items cumulative comparative Endorsed acceptance and digital electronic debt vouchers 190,927,646.72 153,096,073.61 Including:Payment for operating activities 186,949,115.96 152,360,373.61 Payment for investment activities 3,978,530.76 735,700.00 64. Supplement information to the cash flow statement (1)Supplement information to the cash flow statement Unit: RMB Supplement information Current period cumulative Preceding period comparative 1. Reconciliation of net profit to -- -- cash flow from operating activities: Net profit 2,933,714,738.99 2,608,051,624.02 Add: Provision for assets 106,854,632.83 191,354,864.62 impairment loss Depreciation of fixed assets, oil and gas assets, productive 687,654,098.90 537,069,500.40 biological assets Amortization of right-of-use 84,004,219.49 68,555,980.56 assets Amortization of intangible 26,610,545.56 28,123,911.80 assets Amortization of Long-term 28,786,355.23 9,859,380.30 prepayments Loss on disposal of fixed assets, intangible assets and -8,741,208.41 -459,760,649.40 other long-term assets (Less: gains) Loss on retirement of 9,898,626.52 14,392,389.51 fixed assets (Less: gains) Losses on changes in fair -48,123,522.34 107,344,289.86 value (Less: gains) Financial expenses (Less: -26,290,649.10 131,751,392.89 gains) Investment losses (Less: gains) 129,866,968.80 83,653,602.14 Decrease of deferred tax 64,726,517.25 -67,896,167.64 assets (Less: increase) Increase of deferred tax 18,753,147.93 115,847,772.06 liabilities (Less: decrease) Decrease of inventories (Less: -343,250,556.55 -790,661,843.32 increase) Decrease of operating -1,398,918,684.91 -1,896,835,512.76 receivables (Less: increase) Increase of operating 1,388,702,605.99 1,762,012,880.65 payables (Less: decrease) 213 Zhejiang Sanhua Intelligent Controls Co., Ltd. 2023 Annual Report Others 69,716,518.45 66,803,074.87 Net cash flows from operating 3,723,964,354.63 2,509,666,490.56 activities 2. Significant investing and financing activities not related to cash receipts and payments: Conversion of debt into capital 2,837,347,315.20 928,933.25 Convertible bonds due within one year Fixed assets leased in under finance leases 3. Net changes in cash and cash equivalents: Cash at the end of the period 3,624,955,498.84 2,050,328,601.77 Less: Cash at the beginning of 2,050,328,601.77 2,690,002,225.09 the period Add: Cash equivalents at the end of the period Less: Cash equivalents at the beginning of the period Net increase of cash and cash 1,574,626,897.07 -639,673,623.32 equivalents (2)Composition of cash and cash equivalents Unit: RMB Items Closing balance Opening balance I.Cash 3,624,955,498.84 4 2,050,328,601.77 7 Including: Cash on hand 291,216.13 3 329,823.40 0 Cash in bank that can be 3,624,655,126.84 4 2,049,996,724.25 5 readily drawn on demand Other monetary funds that can 9,155.87 7 2,054.12 2 be readily for payment III. Cash and cash equivalents at end 3,624,955,498.84 4 2,050,328,601.77 7 of year (3)Situations where the scope of use is limited but still classified as cash and cash equivalents Unit: RMB Reasons for still being Current period Preceding period Items classified as cash and cumulative comparative cash equivalents Fundraising, special Cash and bank balances 852,004,540.00 1,289,517,361.17 purpose, ready for withdrawal at any time Total 852,004,540.00 1,289,517,361.17 (4)Cash and bank balances that do not belong to cash and cash equivalents Unit: RMB 214 Zhejiang Sanhua Intelligent Controls Co., Ltd. 2023 Annual Report Reasons that do not Preceding period Items Current period cumulative belong to cash and cash comparative equivalents Principal and interest of Management intends to 2,883,252,484.14 3,740,432,400.66 deposit certificates hold on to maturity Margin deposit 35,074,314.10 16,303,609.84 Liquidity restricted Futures contract margin 41,402,386.85 71,179,040.28 Liquidity restricted Total 2,959,729,185.09 3,827,915,050.78 65 Monetary items in foreign currencies (1)Monetary items in foreign currencies Unit: RMB Closing balance in foreign Exchange rate RMB equivalent Items currencies Cash and Bank Balances -- -- Including: USD 70,238,474.74 7.0827 497,478,045.04 EUR 24,560,051.19 7.8592 193,022,354.31 Other currencies 78,997,528.76 Subtotal 769,497,928.11 Derivative financial assets -- -- Including: USD 1,598,764.50 7.0827 11,323,569.32 Other currencies 358,871.00 Subtotal 11,682,440.32 Accounts receivable -- -- Including: USD 195,108,218.28 7.0827 1,381,892,977.61 EUR 72,016,162.86 7.8592 565,989,427.17 Other currencies 86,066,430.48 Subtotal 2,033,948,835.26 Other receivables Including: USD 1,780,985.63 7.0827 12,614,186.92 EUR 248,793.42 7.8592 1,955,317.25 Other currencies 124,076,074.24 Subtotal 138,645,578.41 Long-term receivable Including: EUR 58,000.00 7.8592 455,833.60 Short-term borrowings Including: USD 45,111,926.66 7.0827 319,514,242.95 EUR 87,098,627.67 7.8592 684,525,534.58 Subtotal 1,004,039,777.53 Accounts payable Including: USD 22,507,068.26 7.0827 159,410,812.37 EUR 53,212,126.17 7.8592 418,204,742.00 Other currencies 105,920,365.39 Subtotal 683,535,919.76 Other payables Including: USD 3,574,433.92 7.0827 25,316,643.13 EUR 1,687,488.23 7.8592 13,262,307.52 Other currencies 33,523,174.42 Subtotal 72,102,125.07 Non-current liabilities due 215 Zhejiang Sanhua Intelligent Controls Co., Ltd. 2023 Annual Report within one year Including: USD 2,345,369.08 7.0827 16,611,545.58 EUR 1,413,126.88 7.8592 11,106,046.78 Other currencies 8,187,851.87 Subtotal 35,905,444.23 Lease liabilities Including: USD 6,979,089.86 7.0827 49,430,799.75 EUR 8,060,089.48 7.8592 63,345,855.24 Other currencies 15,457,769.48 Subtotal 128,234,424.47 (2)Notes on overseas operating entities, including for the significant overseas operating entities, its main operating locations, reporting currency and the basis for selection should be disclosed, and the reason for changes in reporting currency should also be disclosed. √ Applicable □ Not Applicable The Company has several overseas subsidiaries, locate in the United States, Europe, Japan, Poland, Mexico, Vietnam and other countries, where US dollars, Euro, Japanese yen, Polish zloty, Mexican pesos Vietnamese dong , etc. are used as the standard reporting currency. 66. Leases (1) The Company as lessee 1) Please refer to section X (VIII) 15 of notes to the financial statements for details on right-of-use assets. 2) Please refer to section X (V) 29 of notes to the financial statements for details on the Company’s accounting policies on short-term leases and leases for which the underlying asset is of low value. The amounts of short-term leases and low-value asset leases included into profit or loss are as follows: Current period Preceding period Items cumulative comparative Expense relating to short-term leases 37,499,886.35 22,190,437.02 Total 37,499,886.35 22,190,437.02 3) Profit or loss and cash flows related to leases Current period Preceding period Items cumulative comparative Interest expenses on lease liabilities 2,624,284.04 1,333,741.11 Total cash outflows related to leases 143,934,130.66 87,049,587.63 4) Please refer to section X (X) of notes to the financial statements for details on maturity analysis of lease liabilities and related liquidity risk management. 216 Zhejiang Sanhua Intelligent Controls Co., Ltd. 2023 Annual Report (2) The Company as lessor 1) Operating lease a. Lease income Current period Preceding period Items cumulative comparative Lease income 11,054,740.49 10,188,401.57 Including: Income relating to variable lease payments not — — included in the measurement of the lease liabilities b. Assets leased out under operating leases Items Closing balance December 31, 2022 Fixed assets 34,172,628.21 12,847,391.04 Intangible assets 6,297,200.85 6,511,950.93 Investment property 8,165,805.31 8,204,266.97 Total 48,635,634.37 27,563,608.94 Please refer to section X (VII) 13 of notes to the financial statements for details on fixed assets leased out under operating leases. 2) Undiscounted lease payments to be received arising from non-cancellable leases based on the lease contract signed with lessee Remaining years Closing balance December 31, 2022 Within 1 year 7,306,068.16 7,972,292.40 Total 7,306,068.16 7,972,292.40 VIII. Government grants (1)Government grants increased in the current period Unit: RMB Items Amount Government grants related to assets 163,601,198.25 Including: Included into deferred income 163,601,198.25 Government grants related to income 110,601,829.40 Including: Included into otherd income 110,601,829.40 Total 274,203,027.65 217 Zhejiang Sanhua Intelligent Controls Co., Ltd. 2023 Annual Report (2)Government grants recognized based on receivables Unit: RMB Items Closing book balance Government grants receivable 4,061,100.73 Total 4,061,100.73 (3)Liabilities related to government grants Unit: RMB Items Opening balance Increase Carryover Closing balance Remarks Deferred income 254,044,715.64 163,601,198.25 38,505,871.41 379,140,042.48 Related to assets Total 254,044,715.64 163,601,198.25 38,505,871.41 379,140,042.48 (4)Government grants included into profit or loss Unit: RMB Items Current period cumulative Preceding period comparative Other income 149,107,700.81 123,748,097.58 Total 149,107,700.81 123,748,097.58 IX. Interest in other entities 1. Composition of enterprise group (1)The company includes subsidiaries such as Zhejiang Sanhua Automotive Parts Co., Ltd. in the scope of consolidated financial statements. (2)Basic information of important subsidiaries Main Holding proportion operating Subsidy Registered Business Acquisition place and name capital nature Direct Indirect method place of registration Zhejiang Business Sanhua combination Automotive Automotive 216,000 Zhejiang 100.00% under components Components common Co., Ltd. control Sanhua Business (hangzhou) Refrigeration combination 36,000 Zhejiang 100.00% Micro components under Channel Heat common 218 Zhejiang Sanhua Intelligent Controls Co., Ltd. 2023 Annual Report Exchanger control Co., Ltd Zhejiang Sanhua Refrigeration Investment and 5,000 Zhejiang 100.00% establishment Trading Co., components Ltd Zhejiang Sanhua Refrigeration Investment and Commercial 165,529 Zhejiang 100.00% establishment components Refrigeration Co. Ltd Sanhua 37.55 million Investment and International USA Business 100.00% establishment USD Inc. Wuhu Sanhua Automatic Refrigeration Investment and 30,000 Anhui 100.00% establishment Control components Components Co., Ltd 2. Changes in the scope of consolidation due to other reasons (1)Increase in consolidation scope Equity Proportion of Subsidy name acquisition Date of equity Capital capital acquisition contribution method contribution Guangdong Sanhua New Energy Vehicle Parts Co., Investment and 2023-02-17 183,712,500.00 100% Ltd. establishment Investment Shenyang Sanhua New Energy Vehicle Parts Co., Ltd. and 2023-03-08 17,000,000.00 100% establishment Investment Hangzhou Sanhua Intelligent Equipment Co., Ltd. and 2023-01-03 24,000,000.00 100% establishment SANHUA SINGAPORE AUTOMOTIVE Investment and 2023-11-20 0.00 100% INVESTMENT PTE LTD establishment Investment Minth Sanhua AutoParts Poland Sp.zoo and 2023-01-24 5000 PLN 100% establishment Investment LEADERWAY COAHUILA,S.DE R.L.DE C.V. and 2023-10-01 10,000 MXN 100% establishment Investment SANHUA INDUSTRY (THAILAND) CO.,LTD. and 2023-01-31 100 million THB 100% establishment (2)Reduction in consolidation scope Net profit from Equity disposal Date of equity Net assets on the beginning of Name method disposal disposal date the period to the date of disposal Liquidation and Suzhou Xinzhi Automotive Parts Co., Ltd 2023-01-13 0.00 1,631.39 cancellation 219 Zhejiang Sanhua Intelligent Controls Co., Ltd. 2023 Annual Report 3. significant wholly-owned subsidiaries As of December 31, 2023, the company has no significant wholly-owned subsidiaries. 4. Equity in joint ventures or associates (1)Significant joint ventures and associates As of December 31, 2023, the company has no significant joint ventures and associates. (2)Aggregated financial information of insignificant joint ventures and associates Unit: RMB Closing balance/Current Opening balance/Preceding Items period cumulative period comparative Associates -- -- Total book value of investment 37,924,431.29 32,438,204.13 Total of the following items calculated by 7,986,227.16 7,732,273.62 shareholding ratio -Net profit 7,986,227.16 7,732,273.62 -Total comprehensive income 7,986,227.16 7,732,273.62 X. Risks Related to Financial Instruments In risk management, the Company aims to seek the appropriate balance between the risks and benefits from its use of financial instruments and to mitigate the adverse effects that the risks of financial instruments have on the Company’s financial performance, so as to maximize the profits of shareholders and other equity investors. Based on such risk management objectives, the Company’s risk management policies are established to identify and analyze the risks faced by the Company, to set appropriate risk limits and controls, and to monitor risks and adherence to limits on a timely and reliable basis. The company faces various risks related to financial instruments in daily activities, mainly including credit risk, liquidity risk, and market risk. The management has reviewed and approved policies for managing these risks, summarized as follows. (I) Credit risk Credit risk is the risk that one party to a financial instrument will cause a financial loss for the other party by failing to discharge an obligation. 1. Credit risk management practice (1) Evaluation method of credit risk At each balance sheet date, the Company assesses whether the credit risk on a financial instrument has 220 Zhejiang Sanhua Intelligent Controls Co., Ltd. 2023 Annual Report increased significantly since initial recognition. When assessing whether the credit risk has increased significantly since initial recognition, the Company takes into account reasonable and supportable information, which is available without undue cost or effort, including qualitative and quantitative analysis based on historical data, external credit risk rating, and forward-looking information. The Company determines the changes in default risk of financial instruments during the estimated lifetime through comparison of the default risk at the balance sheet date and the initial recognition date, on an individual basis or a collective basis. The Company considers the credit risk on a financial instrument has increased significantly when one or more of the following qualitative and quantitative standards are met: 1) Quantitative standard mainly relates to the scenario in which, at the balance sheet date, the probability of default in the remaining lifetime has risen by more than a certain percentage compared with the initial recognition; 2) Qualitative standard mainly relates to significant adverse changes in the debtor’s operation or financial position, present or expected changes in technology, market, economy or legal environment that will have significant adverse impact on the debtor’s repayment ability. (2) Definition of default and credit-impaired assets A financial instrument is defined as defaulted when one or more following events have occurred, of which the standard is consistent with that for credit-impairment: 1) significant financial difficulty of the debtor; 2) a breach of binding clause of contract; 3) it is very likely that the debtor will enter bankruptcy or other financial reorganization; 4) the creditor of the debtor, for economic or contractual reasons relating to the debtor’s financial difficulty, having granted to the debtor a concession(s) that the creditor would not otherwise consider. 2. Measurement of expected credit losses The key factors in the measurement of expected credit loss include the probability of default, loss rate of default, and exposure to default risk. The Company develops a model of the probability of default, loss rate of default, and exposure to default risk on the basis of quantitative analysis of historical data (e.g. counterparty rating, guarantee measures and collateral type, payment method, etc.) and forward-looking information. 3. The adjustment table for the opening balance and closing balance of financial instrument loss reserves is detailed in the relevant notes to these financial statements. 4. Exposure to credit risk and concentration of credit risk The Company’s credit risk is primarily attributable to cash and bank balances and receivables. In order to control such risks, the Company has taken the following measures: (1) Cash and bank balances The Company deposits its bank balances and other cash and bank balances in financial institutions with relatively high credit levels, hence, its credit risk is relatively low. (2) Receivables The Company performs credit assessment on customers using credit settlement on a continuous basis. The Company selects credible and well-reputed customers based on credit assessment result, and conducts ongoing monitoring on balance of receivables, to avoid significant risks in bad debts. The Company conducts transactions with recognized and creditworthy customers, and credit risk is centrally managed by customers. The Company had certain credit concentration risks, the account receivables mainly originate from the top five customers with outstanding balances. The accounts receivable from the Company's customers have been digitized and electronic, with certain credit liquidity. In addition, the balance of the Company's accounts receivable basically does not hold collateral or other credit enhancements. 221 Zhejiang Sanhua Intelligent Controls Co., Ltd. 2023 Annual Report The maximum amount of exposure to credit risk of the Company is the carrying amount of each financial asset at the balance sheet. (II) Liquidity risk Liquidity risk is the risk that the Company may encounter deficiency of funds in meeting obligations associated with cash or other financial assets settlement, which is possibly attributable to failure in selling financial assets at fair value on a timely basis, or failure in collecting liabilities from counterparties of contracts, or early redemption of debts, or failure in achieving estimated cash flows. In order to control such risk, the Company comprehensively utilizes financing tools such as notes settlement, bank borrowings, etc. and adopts long-term and short-term financing methods to optimize financing structures, and finally maintains a balance between financing sustainability and flexibility. The Company has obtained credit limit from several commercial banks to meet working capital requirements and expenditures. The financial liabilities of the company are classified and presented based on remaining time period till maturity in the table below: Closing balance Items Carrying Contract amount amount not yet Within 1 year 1-3 years Over 3 years discounted Short-term borrowings 1,212,150,378.85 1,220,397,152.46 1,220,397,152.46 Notes payable 3,416,711,594.64 3,416,711,594.64 3,416,711,594.64 Accounts payable 4,449,940,359.81 4,449,940,359.81 4,449,940,359.81 Other payable 250,642,662.86 250,642,662.86 250,642,662.86 Non-current liabilities due within 1,440,093,253.93 1,451,597,753.93 1,451,597,753.93 one year Long-term borrowings 1,030,801,111.13 1,091,440,666.68 1,091,440,666.68 Lease liabilities 221,295,481.86 227,606,748.42 12,657,389.96 105,453,688.05 109,495,670.41 Subtotal 12,021,634,843.08 12,108,336,938.80 10,801,946,913.66 1,196,894,354.73 109,495,670.41 (Continued) Opening balance Items Carrying Contract amount amount not yet Within 1 year 1-3 years Over 3 years discounted Short-term borrowings 1,294,083,319.58 1,318,138,966.95 1,318,138,966.95 Held-for-trading financial liabilities 3,500,000.00 3,500,000.00 3,500,000.00 Notes payable 2,580,274,767.64 2,580,274,767.64 2,580,274,767.64 Accounts payable 3,884,603,370.16 3,884,603,370.16 3,884,603,370.16 Other payable 354,255,114.06 354,255,114.06 354,255,114.06 Non-current liabilities due within 568,126,341.67 576,413,851.86 576,413,851.86 one year Long-term borrowings 1,801,574,166.67 1,885,327,439.31 1,885,327,439.31 Bonds payable 2,776,763,361.83 3,403,596,480.69 12,858,645.48 63,972,770.23 3,326,765,064.98 Lease liabilities 202,028,482.09 202,028,482.09 1,905,044.87 101,977,666.94 98,145,770.28 Subtotal 13,465,208,923.70 14,208,138,472.76 8,731,949,761.02 2,051,277,876.48 3,424,910,835.26 (III) Market risk 222 Zhejiang Sanhua Intelligent Controls Co., Ltd. 2023 Annual Report Market risk is the risk that the Company may encounter fluctuation in fair value or future cash flows of financial instruments due to changes in market price. Market risk mainly includes interest rate risk and exchange rate risk. 1. Interest Rate Risk Interest rate risk refers to the risk of fluctuations in the fair value or future cash flows of financial instruments due to changes in market interest rates. Fair value interest risks arise from fixed-rate financial instruments. The Company determines the proportion of fixed-rate financial instruments and floating-rate financial instruments based on the market environment. The scale of the company's liabilities need to pay interest is controlled at a reasonable level, and the burden of financial expenses is not heavy. An increase in interest rates within a reasonable range will not have a significant adverse impact on financial performance. The company's management will continue to monitor interest rate levels and take necessary response measures in a timely manner based on the latest market conditions 2. Exchange Rate Risk The exchange rate risk refers to the risk of fluctuations in the fair value or future cash flows of financial instruments due to changes in foreign exchange rates. The company's production base and sales market are distributed in major developed and developing countries, including the United States, the European Union, Japan, India, Mexico, etc. The business volume settled in euros and dollars has a certain proportion, and it faces significant exchange rate risks. Based on internal risk control policies, the company's management has taken several measures to respond exchange rate risks. Firstly, based on the trend of exchange rate fluctuations, timely settlement or delayed settlement of export receipts; secondly, hedge foreign currency monetary assets and control net risk exposure by overseas financing through domestic guarantee and external loan; thirdly, carry out forward exchange settlement and foreign currency swap business, and lock in exchange rates. The situation of the company's foreign currency monetary assets and liabilities at the end of the period can be found in section 10 (7) of the notes to the consolidated financial statements for foreign currency monetary items in section 65. (IV) Financial assets transfer 1. Financial assets derecognized due to transfer Ways of financial Current transfer Items Gains or losses Closing Balance assets transfer amount Endorsement 87,972,797.70 — 24,814,344.52 Bank acceptance payment bill Bank discount 99,187,040.61 -694,546.62 60,138,863.14 Total 187,159,838.31 -694,546.62 84,953,207.66 Ways of financial Current transfer Items Gains or losses Closing Balance assets transfer amount Bank discount 42,410.07 -280.52 42,410.07 Financial company acceptance bill Endorsement 191,089.61 — payment Endorsement 102,902,759.41 — 61,542,924.93 Electronic debt payment voucher Bank discount 16,246,640.28 -165,253.46 5,078,521.92 Total 119,382,899.37 -165,533.98 66,663,856.92 223 Zhejiang Sanhua Intelligent Controls Co., Ltd. 2023 Annual Report XI. Disclosure of Fair Values 1. Fair values of the assets and liabilities at the end of the period Unit: RMB Fair value as of the balance sheet date Level 1 fair Level 2 fair Level 3 fair Item Name value value value Total measurement measurement measurement I.Continuous fair value measurement -- -- -- -- 1.Held-for-trading financial assets 1,757,120.58 20,878,992.10 22,636,112.68 (3) Derivative financial assets 1,757,120.58 20,878,992.10 22,636,112.68 Total amount of assets constantly measured at 1,757,120.58 20,878,992.10 22,636,112.68 their fair values 6. Held-for-trading liabilities 10,719,110.02 3,500,000.00 14,219,110.02 Derivative financial liabilities 10,719,110.02 10,719,110.02 Others 3,500,000.00 3,500,000.00 Total amount of liabilities constantly measured 10,719,110.02 3,500,000.00 14,219,110.02 at their fair values II. Non-constant measurement at fair value -- -- -- -- 2. Basis for determining the market price of items under first level constant and non-constant measurement at fair value. The fair value of futures contracts is measured at the exchange's open market quotes. 3. Items under second level constant and non-constant measurement at fair value, valuation technique adopted, and qualitative and quantitative information of important parameters The fair value of exchange rate contracts is measured based on the valuation amount of the host bank or the forward foreign exchange rate announced by the Bank of China. Bank financing products are measured based on the valuation amount of the issuer or manager. 4. Items under third level constant and non-constant measurement at fair value, valuation technique adopted, and qualitative and quantitative information of important parameters Contingent payment consideration of business combination are measured according to the contract agreement based on the company's (Zhejiang Sanhua Board Exchange Technology Co., Ltd)2023 profit data forecast. XII. Related party relationships and transactions 1. Parent Company Holding Voting right Parent Place of Registered Business nature proportion over proportion over Company registration capital the Company the Company Sanhua Holding Zhejiang Industrial 730 million 25.41% 45.31% Group Co., Ltd Province Investment yuan Remarks on the parent Company: 224 Zhejiang Sanhua Intelligent Controls Co., Ltd. 2023 Annual Report As of December 31, 2023, Sanhua Holding Group Co., Ltd. (Hereinafter referred to as SHG) directly holds 25.41% of the Company's shares, and indirectly holds 19.9% of the shares through its subsidiaries, for a total of 45.31% of the shares. The final controllers of the Company are Mr Zhang Daocai, Mr Zhang Yabo and Zhang Shaobo. 2. Information about the Company's subsidiaries Please refer to interest in other entities of notes to financial statements. 3. Joint ventures and associates of the Company Please refer to notes to financial statements for details on the Company’s significant joint ventures and associates. Details of other joint ventures or associates carrying out related party transactions with the Company in current period or in preceding period but with balance in current period are as follows: Associates or joint ventures Relationship with the Company Abbreviation of associate Chongqing Tainuo Machinery Co., Ltd Joint ventures CTMC Qingdao Sanhua Jinlifeng Machinery Co., Joint ventures QSJM Ltd Zhongshan Xuanyi Pipe Making Co., Ltd Joint ventures ZXPM Ningbo Jinlifeng Machinery Co., Ltd Joint ventures NJM 4. Other related parties of the Company Other related parties of the Company Relationship with the Company Zhejiang Sanhua Green Energy Industrial Shareholders, under the control ZSGE Group Co., Ltd. of the same parent company Hangzhou Tongchan Machinery Co., Ltd. Under the control of the same HTM parent company Hangzhou Sanhua Research Institute Co., Under the control of the same HSRI Ltd. parent company Previously controlled by HLNE Hangzhou Lvneng New Energy Vehicle Sanhua Research Institute Parts Co., Ltd Under the control of the same HSIB Hangzhou Sanhua International Building parent company Co., Ltd. Xinchang County Sanhua Property Under the control of the same XCSP Management Co., Ltd. parent company Shanghai Sanhua Electric Co., Ltd Under the control of the same SSE parent company Under the control of the same ZSZR Zhejiang Sanhua Zhicheng Real Estate parent company Development Co., Ltd. Zhejiang Haoyuan Technology Co., Ltd. Under the control of the same ZHT parent company 225 Zhejiang Sanhua Intelligent Controls Co., Ltd. 2023 Annual Report Ningbo Fuerda Intelligent technology Co., Under the control of the same NFS Ltd. parent company Wuhu Alda Technology Co., Ltd. Joint-stock enterprise of the WAT parent company Hangzhou Formost Material Technology Joint-stock enterprise of the HFMT Co., Ltd parent company Ningbo Jiaerling Pneumatic Machinery Under the control of the same NJPM Co.,Ltd. parent company Tianjin Sanhua Industrial Park Under the control of the same TSIP Management Co., Ltd. parent company Shaoxing Sanhua Zhiyue Real Estate Under the control of the same SSZR Development Co., Ltd. parent company Shanghai Shijia Technology Co., Ltd. Shi Jianhui as director SST 5. Related party transactions (1)Purchase and sale of goods, rendering and receiving services Purchase of goods and receiving of services Unit: RMB Approved Over the Related Content of Current period Preceding period Transaction Transaction Limit parties transaction cumulative comparative Limit or No SHG Services 556,770.56 75,100,000.00 117,481.65 SHG Goods 33,457.60 75,100,000.00 ZSGE Goods 1,975,992.88 75,100,000.00 ZSGE Services 4,196,676.62 75,100,000.00 5,067,869.97 HSRI Goods 405,850.00 HSRI Services 76,543.03 75,100,000.00 115,504.52 NFS Goods 32,409,031.07 ZXPM Goods 19,627,331.84 22,400,000.00 16,665,387.16 ZHT Goods 38,202,410.30 75,100,000.00 ZHT Services 1,939,571.51 75,100,000.00 1,392,002.29 QSJM Goods 4,471,352.50 4,500,000.00 2,214,292.50 WAT Goods 147,911.48 100,000.00 21,522.13 HLNE Services 309,962.61 XCSP Services 301,617.92 75,100,000.00 18,867.92 NJPM Goods 350,188.20 75,100,000.00 TSIP Services 919,982.30 75,100,000.00 Sale of goods and rendering of services Unit: RMB Related parties Content of transaction Current period cumulative Preceding period comparative SHG Goods 2,879.18 20,895.46 SHG Services 1,684,018.88 1,684,018.87 HFMT Services 148,754.72 148,754.72 226 Zhejiang Sanhua Intelligent Controls Co., Ltd. 2023 Annual Report ZHT Goods 509,001.99 QSJM Goods 193,143.68 1,379,123.17 HLNE Goods 4,167,522.64 21,470,743.61 CTMC Goods 299,624.26 HSRI Goods 242,670.22 6,310,833.15 WAT Services 98,319.77 100,310.67 WAT Goods 39,567.85 ZSZR Goods 7,893.80 ZXPM Goods 52,701.18 SSZR Services 9,905.66 NJPM 178,619.47 Goods SST Goods 308,194.07 NJM Goods 584,886.76 Remarks of related transactions related to the purchase and sale of goods and the provision and acceptance of services Due to the large number of related parties involved in related party transactions between the parent Company Sanhua Holding Group Co., Ltd and its subsidiaries, the transaction limit with Sanhua Holdings Group Co., Ltd. and its subsidiaries is approved through a consolidated summary, with a purchase goods, purchase rent, equipment lease, property management, water and electricity power, and service fee limit of 75.10 million yuan. (2)Related party leases The Company as the lessor: Unit: RMB Lessees Confirmed rental income Types of asset leased Current period Preceding period SHG Office building 5,309,339.44 5,309,339.45 SSZR Office building 48,165.14 HFMT Plant 300,342.84 300,342.85 WAT Plant 954,666.15 937,100.88 The Company as the lessee: Unit: RMB Lessor Confirmed rental expenses Types of asset leased Current period Preceding period Office building 1,057,028.58 1,252,457.14 HSRI Plant 457,371.42 Dormitory 349,761.47 Dormitory 2,794,933.24 2,247,283.42 ZSGE Plant 3,800,609.80 2,883,371.65 TSIP Plant 1,789,323.30 (3)Related party guarantees Unit: RMB Types of debt Amount guaranteed Guaranteed parties Guaranteed party instruments SHG The company and its Bank loans 2400 million yuan subsidiaries 227 Zhejiang Sanhua Intelligent Controls Co., Ltd. 2023 Annual Report SHG The company Bank guarantee 3 million yuan (4)Assets transfer and debt restructuring of the related parties Unit: RMB Related Content of related party transactions Current period cumulative Preceding period comparative parties HTM Purchasing equipment 517,522.13 SHG Purchasing vehicles 131,626.41 HSRI Selling Equipment 205,309.73 HSRI Purchasing equipment 1,120,684.00 HLNE Purchasing equipment 1,537,099.74 (5)Key management’s emoluments Unit: RMB Items Current period cumulative Preceding period comparative Key management’s emoluments 17,415,700.00 16,442,600.00 (6)Other related party transactions Unit: RMB Preceding period Abbreviation of associate Content of transaction Current period cumulative comparative Water and electricity ZSGE 8,958,049.18 9,961,116.87 payment Water and electricity ZHT 12,960,193.58 payment Water and electricity TSIP 1,164,076.58 payment Water and electricity SHG 830,948.28 853,994.99 collection Water and electricity HFMT 594,361.13 898,625.43 collection Water and electricity HSRI 1,833,782.25 1,694,581.23 collection Water and electricity WAT 390,267.49 363,426.93 collection Water and electricity ZSGE 947,855.37 693,341.07 collection Water and electricity ZHT 23,932,470.68 166,623.55 collection Water and electricity SSZR 3,150.55 payment In addition,it is affected by the inconsistency between the registered permanent residence of a few employees and the place of work, there are transactions between related parties that pay employee social insurance premium and housing accumulation fund on behalf of them. In current period,the company pays for the related party RMB 862,432.60 . 228 Zhejiang Sanhua Intelligent Controls Co., Ltd. 2023 Annual Report 6. Balance due to or from related parties (1)Receivables Unit: RMB Closing balance Opening Balance Items Related parties Book balance Provision for Book balance Provision for bad debts bad debts Accounts receivable HSRI 2,542.50 127.13 577,932.65 28,896.63 Accounts receivable HLNE 9,075,252.25 453,762.61 Accounts receivable QSJM 10,000.00 500.00 Accounts receivable WAT 6,139.97 307.00 Accounts receivable SST 48,205.80 2,410.29 Other receivables ZHT 670,000.00 670,000.00 670,000.00 51,475.00 Accounts prepaid ZXPM 67,660.61 (2)Payables Unit: RMB Items Related parties Closing balance Opening Balance Accounts payable QSJM 380,902.10 Accounts payable ZXPM 14,415,289.63 Accounts payable ZHT 352,333.66 Accounts payable HSRI 357,150.00 719,760.50 Accounts payable NJPM 300,646.95 Other payables HFMT 100,000.00 100,000.00 Other payables HSRI 20,000.00 Other payables ZSGE 387,216.00 Other payables TSIP 706,263.58 XIII. Share-based payment 1. Overall information √ Applicable □ Not applicable Unit: RMB Granted in the current Vested in the current Unlocked in the Expired in the current Objects period period current period period Quantity Amount Quantity Amount Quantity Amount Quantity Amount Managem 33,937,400. ent 4,088,000 56,200 465,400.00 00 personnel R&D 36,169,800. 4,430,900 95,800 744,200.00 personnel 00 Sales 11,638,700. 1,405,100 7,800 69,800.00 personnel 00 Productio 9,604,800.0 n 1,164,000 20,600 157,200.00 0 personnel 91,350,700. 1,436,600.0 Total 11,088,000 180,400 00 0 Share options and other equity instruments outstanding at the balance sheet date 229 Zhejiang Sanhua Intelligent Controls Co., Ltd. 2023 Annual Report √ Applicable □ Not applicable Share options outstanding Other equity instruments outstanding Objects Range of exercise Remaining contractual Range of exercise Remaining contractual prices life prices life From the date of grant, The adjusted restricted unlock in batches Management stock grant price is 9.65 within 12 months after personnel yuan 12 months, 24 months, and 36 months. From the date of grant, The adjusted restricted unlock in batches R&D personnel stock grant price is 9.65 within 12 months after yuan 12 months, 24 months, and 36 months. From the date of grant, The adjusted restricted unlock in batches Sales personnel stock grant price is 9.65 within 12 months after yuan 12 months, 24 months, and 36 months. From the date of grant, The adjusted restricted unlock in batches Production stock grant price is 9.65 within 12 months after personnel yuan 12 months, 24 months, and 36 months. Other Remarks: (1) Incentive plan for Restricted stock implemented in 2020 In February 2020,the Company implemented a restricted stock incentive plan for core employees. Among them,the number of restricted stocks granted was 12.045 million shares, and the grant price per share was RMB 9.85,The grant date was February 24, 2020, and it will be unlocked year by year in batches at a ratio of 30%:30%:40%. In June 2020, the Company implemented the 2019 equity distribution. In September 2020, the Company implemented the 2020 semi-annual equity distribution. In May 2021, the Company implemented the 2020 equity distribution. In April 2022, the Company implemented the 2021 equity distribution. In September 2022, the Company implemented the 2022 semi-annual equity distribution. In June 2023, the Company implemented the 2022 equity distribution. According to the method stipulated in the "2020 Restricted Stock Incentive Plan", the exercise price and quantity of the underlying stocks involved were adjusted accordingly. After the adjustment, the number of restricted stocks granted was 15.6585 million shares, and the grant price per share was RMB 6.6615. (2) Incentive plan for Restricted stock implemented in 2022 In May 2022,the Company implemented a restricted stock incentive plan for core employees. Among them, the number of restricted stocks granted was 17.5850 million shares , the number of stock appreciation rights granted was 0.4850 million shares, and the grant price per share was RMB 10.00,The grant date was May 31, 2022, and it will be unlocked year by year in batches at a ratio of 30%:30%:40%. In September 2022, the Company implemented the 2022 semi-annual equity distribution. In June 2023, the Company implemented the 2022 equity distribution. In October 2023, the Company implemented the 2023 semi- annual equity distribution. According to the method stipulated in the "2022 Restricted Stock Incentive Plan"and "2022 Stock Appreciation Rights Incentive Plan", the exercise price and quantity of the underlying stocks involved were adjusted accordingly. After the adjustment, the number of restricted stocks granted was 17.5850 million shares, the number of stock appreciation rights granted was 0.4850 million shares, and the grant price per share was RMB 9.65. 230 Zhejiang Sanhua Intelligent Controls Co., Ltd. 2023 Annual Report 2.Equity-settled share-based payment (1) Incentive plan for Restricted stock implemented in 2020 Unit: RMB Determination method and important parameters Calculated based on the closing price of the stock on the for grant-date fair value of equity instruments grant date minus the grant price of the restricted stock. Determination method for the number of equity [Note] instruments expected to vest Reasons for significant difference between the Not applicable estimates in current period and preceding period Capital reserve accumulated due to equity-settled 133,196,520.00 share-based payment Note:In 2020, the Company initially granted 12.045 million restricted stocks to incentive object. Later, it was adjusted to 15.6585 million shares due to the annual distribution of equity in 2019. The number is the base, it will be unlocked year by year in batches at a ratio of 30%:30%:40%. The Company estimates the number of exercisable equity instruments on the following basis: the Company's operating performance can meet the target,the future voluntary turnover rate of the incentive objects is 0%,and the performance appraisal level is above C (the unlocking coefficient is 1). (2) Incentive plan for Restricted stock implemented in 2022 Unit: RMB Determination method and key parameters of Calculated based on the closing price of the stock on the grant-date fair value of equity instruments grant date minus the grant price of the restricted stock. Determination method for the number of equity [Note] instruments expected to vest Reasons for significant difference between the estimates in the current period and preceding Not applicable period Capital reserve accumulated due to equity-settled 96,795,795.00 share-based payment Note:In 2022, the Company initially granted 17.5850 million shares restricted stocks to incentive object. The number is the base, it will be unlocked year by year in batches at a ratio of 30%:30%:40%. The Company estimates the number of exercisable equity instruments on the following basis: the Company's operating performance can meet the target,the future voluntary turnover rate of the incentive objects is 0%,and the performance appraisal level is above C (the unlocking coefficient is 1). 3. Cash-settled share-based payment Determination method and key parameters of the Calculated based on the closing price of the stock on the fair value of liability incurred by the Company and balance sheet date minus the grant price of the stock to be settled in cash or other equity instruments appreciation rights Accumulated amount of liabilities incurred due to 7,879,890.00 cash-settled share-based payment 4. Total share-based payments recognized in the current period Objects Equity-settled share-based payment Cash-settled share-based payment Management personnel 51,167,739.35 5,530,710.02 Total 51,167,739.35 5,530,710.02 231 Zhejiang Sanhua Intelligent Controls Co., Ltd. 2023 Annual Report XIV. Commitments and contingencies 1. Significant commitments Significant contingencies existing on the balance sheet date With the approval of the CSRC in document CSRC License [2021] No. 168, the Company publicly issued 30 million convertible corporate bonds in June 2021, with a face value of 100 yuan each and net amount of raised funds is 2,987.53 million yuan. In addition to replenishing working capital, the raised funds are committed to the following projects: Investment projects with Committed capital Actual capital raised funds Annual production of 65 million sets of commercial refrigeration and air 1487 million yuan 1093.2815 million yuan conditioning intelligent control components construction project Annual output of 50.5 million sets of high efficiency and energy saving refrigeration 698 million yuan 280.7418 million yuan and air conditioning control components project 2. Contingencies (1)Significant contingencies present on the balance sheet date As of December 31, 2023, no important contingent matter needs to be disclosed by the Company. (2)If no significant contingent matter to be disclosed by the Company, it should also be noted accordingly No important contingent matter needs to be disclosed by the Company. (3)Other information required by the industry information disclosure guidelines The Company shall comply with the disclosure requirements of automobile manufacturing related industries in the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 3 - industry information disclosure. The sales amount in the modes of mortgage sales and financial leasing accounts for more than 10% of the operating revenue □ Applicable √ Not Applicable Guarantee of the company to the distributor □ Applicable √ Not Applicable XV. Events after the balance sheet date 1. Notes of other events after the balance sheet date (1) Dividend distribution 232 Zhejiang Sanhua Intelligent Controls Co., Ltd. 2023 Annual Report According to the profit distribution plan of 2023 approved by the board of directors of the Company on April 28, 2023, cash dividends of 2.5 yuan (including tax) for every 10 shares will be distributed to all shareholders based on 3,706,504,614 shares on April 15, 2023, no bonus shares will be given, and no capital reserve will be converted into share capital. A total of 926,626,153.50 yuan was distributed. The profit distribution plan has yet to be considered and approved by the general meeting of shareholders. (2) Major investment agreements On January 4, 2024, the Company and its controlling subsidiary Hangzhou Leaderway Electronics Co., Ltd. (Leaderway Electronics) signed the “Sanhua Intelligent Control Future Industry Center Project investment agreement” with the Qiantang New Area Management Committee of Hangzhou, the project consists of two sub projects, with a planned total investment of no less than 5 billion yuan. Among them, Leaderway Electronics plans to invest in the construction of Leaderway Intelligent Variable Frequency Controller Production Base Project in Qiantang District, with a total planned investment of no less than 1.2 billion yuan; And the Company plans to invest in the construction of a robot electromechanical actuator and domain controller research and production base project in Qiantang District, with a total planned investment of no less than 3.8 billion yuan. XVI. Other Significant Events 1. Segment information (1)Basis for reportable segments and the accounting policy Reportable segments are identified based on operating segments which are determined based on the structure of the Company’s internal organization, management requirements and internal reporting system, etc., and identified the reportable segments based on products. (2)Financial information of the reporting subsection Unit: Ten thousand yuan RMB 2023 Items Total Operating revenue Operating cost Total assets liabilities Refrigeration and air-conditioning 1,464,413.52 1,051,415.79 2,009,461.39 819,136.48 electrical parts business Auto parts business 991,366.69 719,396.24 1,179,597.09 563,551.23 Total 2,455,780.21 1,770,812.03 3,189,058.48 1,382,687.71 2022 Items Total Operating revenue Operating cost Total assets liabilities Refrigeration and air-conditioning 1,383,378.61 1,021,456.87 1,936,217.89 1,104,234.48 electrical parts business Auto parts business 751,376.37 556,653.05 859,903.53 379,956.92 Total 2,134,754.98 1,578,109.92 2,796,121.42 1,484,191.40 233 Zhejiang Sanhua Intelligent Controls Co., Ltd. 2023 Annual Report XVII. Notes to items of parent Company financial statements 1. Accounts receivable (1)Disclosure of accounts receivable by aging Unit: RMB Aging Closing balance Opening balance Within 1 year 712,624,340.09 814,685,735.07 1 to 2 year 5,846,510.80 21,752.00 Total 718,470,850.89 814,707,487.07 (2)Disclosure of accounts receivable by bad debt provision method Unit: RMB Closing balance Opening balance Provision for Provision for Book balance Book balance bad debt bad debt Catego Accru Carrying Accru Carrying ry Propo ed amount Propo ed amount Amount Amount Amount Amount rtion propo rtion propo rtion rtion Receiv ables with provisi on 531,943, 74.04 5,690,8 1.07 526,252, 605,744, 74.35 605,744, made 381.96 % 17.36 % 564.60 200.07 % 200.07 on an individ ual basis Includi ng: Receiv ables with provisi on 186,527, 25.96 9,334,1 5.00 177,193, 208,963, 25.65 10,449, 5.00 198,514, made 468.93 % 58.12 % 310.81 287.00 % 251.95 % 035.05 on a collect ive basis Includi ng: 718,470, 100.0 15,024, 2.09 703,445, 814,707, 100.0 10,449, 1.28 804,258, Total 850.89 0% 975.48 % 875.41 487.07 0% 251.95 % 235.12 Provision made on an individual basis: Unit: RMB Opening balance Closing balance Name Book balance Provision Book balance Provision for Accrued Accrued 234 Zhejiang Sanhua Intelligent Controls Co., Ltd. 2023 Annual Report for bad debt bad debt proportion reason Dayou Vinya (Thailand) Co., 5,690,817.36 5,690,817.36 100.00% Ltd Several 605,744,200.07 526,252,564.60 subsidiaries Total 605,744,200.07 531,943,381.96 5,690,817.36 -- -- Provision made on a collective basis: Unit: RMB Closing balance Items Book balance Provision for Accrued bad debt proportion Within 1 year 186,371,775.49 9,318,588.78 5.00% 1 to 2 year 155,693.44 15,569.34 10.00% Total 186,527,468.93 9,334,158.12 -- The remarks of determination of a collective basis: If the provision for bad debt of accounts receivable is accrued in accordance with the general expected credit loss model: □ Applicable √ Not applicable (3)Provision for bad debt accrued, recovered or reversed in current period Provision for bad debt accrued in current period: Unit: RMB Changed amount of the current period Opening Closing Category Recovered Write balance Accrued Others balance or reversed off Provision made on an 5,690,817.36 5,690,817.36 individual basis Receivables with provision 10,449,251.95 1,115,093.83 9,334,158.12 made on a collective basis Total 10,449,251.95 5,690,817.36 1,115,093.83 15,024,975.48 (4)Top 5 of accounts receivable Closing balance of top 5 debtors totaled 560.0402 million yuan, accounting for 77.95% of the total closing balance of accounts receivable, and provision for bad debts made thereon totaled 5.0214 million yuan. 2. Other receivables Unit: RMB Items Closing balance Opening balance Dividend receivable 550,000,000.00 Other receivables 1,719,591,236.02 650,791,643.96 Total 2,269,591,236.02 650,791,643.96 (1)Dividend receivable Classification of dividends receivable Unit: RMB 235 Zhejiang Sanhua Intelligent Controls Co., Ltd. 2023 Annual Report Items Closing balance Opening balance Zhejiang Sanhua Climate & Appliance Controls Group 550,000,000.00 Co.,Ltd Total 550,000,000.00 (2)Other receivables 1)Other receivables categorized by nature Unit: RMB Other receivables categorized by nature Closing balance Opening balance Principal and interest of capital assistance to 1,708,500,801.49 532,760,000.00 subsidiaries Land accounts receivable 90,383,016.00 Tax refund receivable 6,387,103.55 18,982,883.07 Others 5,207,052.58 9,004,092.33 Total 1,720,094,957.62 651,129,991.40 2)Disclosure by aging Unit: RMB Aging Closing balance Opening balance Within 1 year (including 1 year) 1,718,634,775.79 645,347,399.32 1 to 2 years 793,523.42 1,000,065.28 2 to 3 years 481,517.41 76,523.00 Over 3 years 185,141.00 4,706,003.80 Total 1,720,094,957.62 651,129,991.40 3)Disclosure of other receivables by bad debt provision method Unit: RMB Closing balance Opening balance Provision for Provision for Book value Book value bad debt bad debt Catego Accru Net book Accru Net book ry Propo Amou ed value Propo Amou ed value Amount Amount rtion nt propo rtion nt propo rtion rtion Receiv ables with provisi on 1,714,887 99.70 1,714,887 646,723, 99.32 646,723, made ,905.04 % ,905.04 284.87 % 284.87 on an individ ual basis 236 Zhejiang Sanhua Intelligent Controls Co., Ltd. 2023 Annual Report Includi ng: Receiv ables with provisi on 5,207,052 0.30 503,7 9.67 4,703,330 4,406,70 0.68 338,3 7.68 4,068,35 made .58 % 21.60 % .98 6.53 % 47.44 % 9.09 on a collect ive basis Includi ng: 1,720,094 100.0 503,7 0.03 1,719,591 651,129, 100.0 338,3 0.05 650,791, Total ,957.62 0% 21.60 % ,236.02 991.40 0% 47.44 % 643.96 Provision made on an individual basis: Unit: RMB Opening balance Closing balance Book balance Provision for Book balance Provision Accrued Accrued Name bad debt for bad proportion reason debt Land accounts 90,383,016.00 receivable Tax refund 18,982,883.07 6,387,103.55 receivable Government 4,597,385.80 receivable Several 532,760,000.00 1,708,500,801.49 subsidiaries Total 646,723,284.87 1,714,887,905.04 -- -- Provision made on a collective basis: Unit: RMB Closing balance Items Book balance Provision for bad debt Accrued proportion Within 1 year 3,746,870.75 187,343.54 5.00% 1 to 2 year 793,523.42 79,352.34 10.00% 2 to 3 year 481,517.41 144,455.22 30.00% 3 to 4 year 185,141.00 92,570.50 50.00% Total 5,207,052.58 503,721.60 -- The remarks of determination of a collective basis: Provision for bad debts based on the general model of expected credit losses: Unit: RMB Phase I Phase II Phase III Provision for bad Next 12month Lifetime expected Lifetime expected Total debt expected credit credit losses (credit credit losses (credit losses not impaired) impaired) Balance on January 161,075.01 100,006.53 77,265.90 338,347.44 1, 2023 Balance in current —— —— —— —— period on January 1, 237 Zhejiang Sanhua Intelligent Controls Co., Ltd. 2023 Annual Report 2023 --Transferred to -39,676.17 39,676.17 phase II --Transferred to -96,303.48 96,303.48 phase III Provision made in 65,944.70 35,973.12 63,456.34 165,374.16 current period Balance on 187,343.54 79,352.34 237,025.72 503,721.60 December 31, 2023 Classification basis and bad debt provision ratio for each stage Loss provisions for significant changes in book value in current period □ Applicable √ Not Applicable 4)Top 5 debtors with the largest other receivables balances Unit: RMB Proportion to Provision for the total Nature of bad debt at the Debtors Closing balance Age balance of receivables end of the other period receivables Zhejiang Sanhua Financial Within 1 Commercial Refrigeration 799,150,000.00 46.46% aid year Co. Ltd Sanhua International Financial Within 1 401,711,600.00 23.35% Singapore Pte. Ltd. aid year Hangzhou Leaderway Financial Within 1 131,180,000.00 7.63% Electronics Co., Ltd aid year Shaoxing Shangyu Sanli Financial Within 1 70,000,000.00 4.07% Copper Industry Co., Ltd aid year Sanhua New Energy Thermal Management Financial Within 1 60,000,000.00 3.49% Technology (Hangzhou) aid year Co., Ltd Total -- 1,462,041,600.00 -- 85.00% 3. Long-term equity investments Unit: RMB Closing balance Opening balance Book balance Provision Book balance Provision Items for Carrying for Carrying impairme amount impairme amount nt nt Investmen ts in 8,846,816,951. 8,846,816,951. 7,513,700,369. 7,513,700,369. subsidiarie 56 56 50 50 s Investmen ts in 33,316,317.01 33,316,317.01 28,958,340.27 28,958,340.27 associates and joint 238 Zhejiang Sanhua Intelligent Controls Co., Ltd. 2023 Annual Report ventures 8,880,133,268. 8,880,133,268. 7,542,658,709. 7,542,658,709. Total 57 57 77 77 (1)Investments in subsidiaries Unit: RMB Opening Changed amount of the current period Closing balance Investment Investme balance Closing Opening of s increased nts Provisio of balance Investees balance(Carr provisio decrease n for Othe provisio (Carrying ying amount) n for d impairm rs n for amount) impairm ent impairm ent ent Zhejiang Sanhua Automoti 2,722,469,86 14,524,269. 2,736,994,13 ve 52 8.51 8.03 Compone nts Co., Ltd. Sanhua (Hangzho u) Micro 657,057,189. 4,605,465.24 661,662,655. Channel 81 05 Heat Exchange r Co., Ltd Zhejiang Sanhua Climate 1,047,897,17 & 328,576,392. 3.15 1,376,473,56 Appliance 73 5.88 Controls Group Co., Ltd Sanhua 307,539,173. 324,474.51 307,863,648. Internatio 79 30 nal Inc. Sanhua Internatio 950,862,026. 8,426,080.13 959,288,106. nal 27 40 Singapore Pte. Ltd Wuhu Sanhua Automati 32,304,712.3 261,737,631. 4 294,042,343. c Control 13 47 Compone nts Co., Ltd Sanhua (Jiangxi) 94,024,591.8 203,065.86 94,227,657.6 Self - 1 7 control Compone 239 Zhejiang Sanhua Intelligent Controls Co., Ltd. 2023 Annual Report nts Co., Ltd Xinchang Sitong Electrical 90,389,156. 48,551,469.5 39 138,940,625. and 5 94 Mechanic al Co., Ltd Zhejiang Sanhua Commerc 6,312,321.5 1,653,158,81 1 1,659,471,13 ial 7.69 9.20 Refrigerat ion Co. Ltd Zhejiang ,812,380.2 Sanhua 57,843,827.5 0 59,656,207.7 Trading 0 0 Co. Ltd Changzho u Lanke 62,541,614.6 62,541,614.6 four-way 0 0 valve co., LTD Hangzhou Leaderwa 1,992,775.3 55,607,396.1 2 57,600,171.5 y 8 0 Electronic s Co., Ltd Shaoxing Shangyu Sanli 33,369,324.2 324,474.12 33,693,798.3 Copper 4 6 Industry Co., Ltd Zhongsha n Sanhua Air conditioni ng 284,656.38 5,556,306.77 5,840,963.15 Refrigerat ion Compone nts Co., Ltd Wuhan Sanhua Refrigerat 332,113.83 ion 4,959,860.95 5,291,974.78 Compone nts Co., Ltd Zhongsha n Sanhua 216,346.14 6,587,521.80 6,803,867.94 Refrigerat ion 240 Zhejiang Sanhua Intelligent Controls Co., Ltd. 2023 Annual Report Compone nts Co., Ltd Suzhou Sanhua Air- 182,190.96 9,079,389.05 9,261,580.01 Condition er Parts Co.,Ltd Sanhua AWECO Appliance 152,877,775. 637,622.70 153,515,398. Systems 96 66 (Wuhu) Co., Ltd. Zhejiang Sanhua Minshi Automoti 51,000,000.0 51,000,000.0 ve 0 0 Compone nts Co., Ltd Sanhua New Energy Thermal Managem 92,347,303. 50,300,191.1 76 142,647,494. ent 6 92 Technolo gy (Hangzho u) Co., Ltd Zhejiang Xianji 30,000,000. Intelligent 00 30,000,000.0 Technolo 0 gy Co., Ltd 1,333,116,5 7,513,700,36 82.06 8,846,816,95 Total 9.50 1.56 (2)Investments in associates and joint ventures Unit: RMB Openi Open Changed amount of the current period Closi Closin ng ing Invest ng Adjust Cha Cash g balanc balan ment Provi balan Inves Inves ment in nge dividen balanc e ce of incom sion ce of Investe tment tment other s in d/profit Ot e (Carryi provi e for provi es s s compre othe declare her (Carryi ng sion recog impai sion incre decre hensiv r d for s ng amoun for nized rmen for ased ased e equi distrib amoun t impai under t impai income ty ution t) rmen equity rmen 241 Zhejiang Sanhua Intelligent Controls Co., Ltd. 2023 Annual Report t metho t d Ⅰ. Joint ventures Ⅱ. Associates Guoch uang Energy Interne t - Innova 5,078, 4,941, 137,3 tion 465.12 151.03 14.09 Center (Guang dong) Co., Ltd. Chong qing Tainuo 16,130 4,673, 18,304 2,500,0 Machi ,424.2 752.5 ,176.7 00.00 nery 7 2 9 Co., Ltd. Ningbo Jinlifen g 2,141, 676,9 2,818, Machi 904.04 20.35 824.39 nery Co., Ltd Qingda o Sanhua Jinlifen 1,545, 3,859, 5,405, g 475.7 926.41 402.11 Machi 0 nery Co., Ltd. Xincha ng zhejian g energy sanhua 1,747, 99,14 1,846, compre 620.43 2.26 762.69 hensiv e energy co. LTD 28,958 6,857, 33,316 Subtot 2,500,0 ,340.2 976.7 ,317.0 al 00.00 7 4 1 28,958 6,857, 33,316 2,500,0 Total ,340.2 976.7 ,317.0 00.00 7 4 1 242 Zhejiang Sanhua Intelligent Controls Co., Ltd. 2023 Annual Report The recoverable amount is determined based on the net amount after deducting disposal expenses from fair value □ Applicable √ Not Applicable The recoverable amount is determined based on the present value of expected future cash flows □ Applicable √ Not Applicable 4. Operating revenue and Operating cost Unit: RMB Current period cumulative Preceding period comparative Items Revenue Cost Revenue Cost Main operations 5,648,172,805.20 4,284,161,402.85 5,741,546,510.68 4,327,000,541.95 Other operations 387,451,637.45 360,295,603.24 391,825,681.92 363,817,033.42 Total 6,035,624,442.65 4,644,457,006.09 6,133,372,192.60 4,690,817,575.37 5. Investment income Unit: RMB Items Current period Preceding period cumulative comparative Investment income from long-term equity investments 6,857,976.74 7,043,506.52 under equity method Dividend income 815,502,001.82 845,000,000.00 Investment income of bank financing products 171,131.50 3,347,850.67 Gains and losses on settlement of futures contracts 6,112,835.61 -7,145,679.04 Gains and losses on settlement of foreign exchange contract 2,462,740.20 -1,483,174.62 Interest Income of fund 22,722,372.50 13,281,902.31 Advance payment gains 1,868,809.93 842,117.55 Total 855,697,868.30 860,886,523.39 6. Others R&D expenses Unit: RMB Items 2023 2022 Labor cost 136,148,043.78 131,725,103.43 Material and power expense 88,491,000.88 127,572,484.24 Depreciation and amortization expense 8,741,825.68 8,852,856.39 Mold manufacturing expense 4,523,420.24 3,498,334.01 Royalties 1,991,176.57 3,624,114.79 Outsourcing R&D expense 550,514.94 1,855,912.87 Others 6,221,895.25 2,563,180.13 Total 246,667,877.34 279,691,985.86 243 Zhejiang Sanhua Intelligent Controls Co., Ltd. 2023 Annual Report XVIII. Supplementary information 1. Non-recurring profit or loss in current period √ Applicable □ Not Applicable Unit: RMB Items Amount Remarks Gains or loss on disposal of non-current -1,157,418.11 assets Government grants included in profit or loss (excluding those closely related to operating activities of the Company, satisfying 93,921,181.44 government policies and regulations, and continuously enjoyed with certain quantity/quota based on certain standards) In order to avoid the price risk of raw materials and prevent exchange rate risk, the Company and its subsidiaries have carried out derivatives business, including futures contracts and foreign exchange forward contracts. In 2023, the futures gain was 9.5091 Gains or losses on changes in fair value of million yuan and the foreign exchange loss held-for-trading financial assets, held-for- was 99.384 million yuan; In 2022, the futures trading financial liabilities , and investment loss was 6.4275 million yuan and the foreign income from disposal of held-for-trading exchange loss was 191.8364 million yuan. -89,874,825.04 financial assets,held-for-trading financial Meanwhile, the exchange income was liabilities, and other debt investments, 133.5151 million yuan in 2023, the exchange excluding those arising from hedging loss was 228.8434 million yuan in 2022. business related to operating activities According to “ the No. 1 Explanatory Announcement on Information Disclosure for Companies Offering Their Securities to Public - Non-recurring Profit or Loss”, exchange gains and losses are recurring gains and losses, and Futures and forward gains and losses are non-recurring gains and losses. Other non-operating revenue or expenditures 10,206,261.89 except the above items Gains and losses arising from contingencies unrelated to the normal operation of the Company Less: Enterprise income tax affected 1,905,361.61 Non-controlling interest affected (after 7,226,086.57 tax) Total 3,963,752.00 -- Details of other profit and loss items that meet the definition of non-recurring profit and loss: □ Applicable √ Not Applicable The Company has no specific circumstances of other profit and loss items that meet the definition of non- recurring profit and loss. For items defined as non-recurring profit or loss according to “the No. 1 Explanatory Announcement on Information Disclosure for Companies Offering Their Securities to Public - Non-recurring Profit or Loss”, non-recurring profit or loss items listed in the said document defined as project of recurring profit or loss, specify the reason □ Applicable √ Not Applicable 244 Zhejiang Sanhua Intelligent Controls Co., Ltd. 2023 Annual Report 2. ROE and EPS EPS (yuan/share) Weighted average Profit of the reporting period Diluted ROE Basic EPS EPS Net profit attributable to shareholders of ordinary shares 19.18% 0.81 0.81 Net profit attributable to shareholders of ordinary shares 19.16% 0.81 0.81 after deducting non-recurring profit or loss 3. Financial data variance between financial reporting prepared under domestic and abroad accounting standards (1)Differences of net profits and net assets in the financial reports disclosed according to the IFRS and Chinese Accounting Standards □ Applicable √ Not Applicable (2)Differences of net profits and net assets in the financial reports disclosed according to the overseas accounting standards and Chinese Accounting Standards □ Applicable √ Not Applicable (3)Explanation of the reasons for differences in accounting data under domestic and foreign accounting standards. If adjusting for differences in data already audited by overseas auditing institutions, the name of the overseas institution should be indicated 245