Stock Code: 601689 Abbr.: Tuopu Group
Ningbo Tuopu Group Co., Ltd.
Annual Report 2022
April 2023
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
Important Notes
I. The Board of Directors, Board of Supervisors, Directors, Supervisors and Senior Management
of Ningbo Tuopu Group Co., Ltd. hereby guarantee that the information presented in this report
shall be true, accurate and complete and free of any false records, misleading statements or
material omissions, and they will bear joint and several liability for such information.
II. All directors attended the meeting of the Board of Directors.
III. BDO China Shu Lun Pan Certified Public Accountants LLP (Special General Partnership)
issued a standard and unqualified audit report for the Company.
IV. Wu Jianshu, a person in charge of the Company, Hong Tieyang, an officer in charge of
accounting work and accounting institution (Accounting Officer) hereby declare and warrant that
the financial statements in the annual report are authentic, accurate, and complete.
V. Profit Distribution Plan or Capital Reserve Converted to Additional Shares Plan Approved by
the Board during the Reporting Period
As audited by BDO China Shu Lun Pan Certified Public Accountants LLP (Special General
Partnership), Ningbo Tuopu Group Co., Ltd. (“The Parent Company”) realized a net profit at RMB
876,754,393.61 in 2022, after a statutory surplus reserve at RMB 87,675,439.36 is withdrawn at 10% of
the realized net profit, the profit available for distribution in the year is RMB 789,078,954.25; with the
undistributed profit at the beginning of the year at RMB 3,329,948,268.95 added, and the cash dividends
at RMB 306,368,947.02 distributed in 2021 deducted, the cumulative profit available for distribution at
the end of 2022 is RMB 3,812,658,276.18.
According to the resolution passed at the 29th meeting of the fourth Board of Directors of the
Company, the profit distribution plan laid down for 2022 would be: with the number of shares registered
on the equity registration date for the implementation of equity distribution as the base number, RMB
4.63 (tax included) per 10 shares will be distributed to all shareholders as cash dividends.
As at 31 December 2022, the total number of shares of the company is 1,102,046,572 shares. Based
on this calculation, the cash dividends proposed for distribution is RMB 510,247,562.84 (tax included),
and the remaining undistributed profits will be rolled over to the next year. The Company will not
convert any public reserve funds into additional share capital or issue any bonus shares this year.
If there is a change in the said total shares in the period from the date of the announcement of profit
distribution plan to the record date for distribution, the Company intends to maintain the
above-mentioned cash dividend of RMB 4.63 (with tax included) per 10 shares, and adjust the total cash
dividend as appropriate.
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The above profit distribution plan is prospectively submitted to the general meeting of the
Company for consideration.
VI. Risk statement of forward-looking statements
√Applicable □Non-applicable
The forward-looking description of the future development strategy, business plan, performance
forecast and other aspects in relation to the Company as contained herein will not constitute a substantial
commitment to investors. All investors of the Company are advised to be cautious about the investment
risks.
VII. Whether there is any non-operating capital occupation by the controlling shareholder and its
affiliates
No
VIII. Whether there is any external guarantee provided in violation of the prescribed decision
procedures
No
IX. Whether there are more than half of the directors who cannot guarantee the annual report
disclosed by the Company as to its authenticity, accuracy and completeness
No
X. Significant risk statement
The Company has described the significant risks that may adversely affect the future development
of the Company and the realization of its business objectives herein.Refer to “Section 3 Discussion and
Analysis of Operation Conditions”
XI.Others
√Applicable □Non-applicable
(1) On 29 April 2022, the Company received the "Official Reply on Approving the Public Issuance
of Convertible Corporate Bonds by Ningbo Tuopu Group Co., Ltd." (Zheng Jian Ke Ke [2022] No. 830)
issued by the China Securities Regulatory Commission. The company is approved to publicly issue
convertible corporate bonds at a face value of RMB 2.5 billion, with a maturity term of 6 years. Such
official reply shall be valid within 12 months from the date of approval for issuance.
On 14 July 2022, the Company publicly issued 25 million convertible corporate bonds, each with a
face value of RMB 100, and the total issuance amount was RMB 2.50 billion. BDO China Shu Lun Pan
Certified Public Accountants (Special General Partnership) verified the capital in respect of this issuance
and issued the " Capital Verification Report of Ningbo Tuopu Group Co., Ltd. " (Xin Kuai Shi Bao Zi
[2022] No. ZF10923). After verification, as at 20 July 2022, the total amount of funds raised by the
Company for the purpose of this issuance is RMB 2,500,000,000. Net of the tax-excluded issuance
expenses of RMB 11,027,358.47, the actual net amount of funds raised is RMB 2,488,972,641.53.
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Ningbo Tuopu Group Co., Ltd. Annual Report 2022
Subject to the consent approved by the Self-regulatory Decision [2022] No.218 Circular issued
from the Shanghai Stock Exchange, RMB 2.5 billion convertible corporate bonds will be available for
trading on the Shanghai Stock Exchange from 12 August 2022. The short name of the bond is "Tuopu
Convertible Bond" and the bond code is " 113061".
(2) On 9 December 2022, the Company held the XVII session of the second meeting of 4th
Board of Directors, considered and approved relevant proposals on the 2022 non-public offering. On 28
December 2022, the Company held the third extraordinary general meeting of 2022, considered and
approved relevant proposals.
On 3 February 2023, its application for non-public offering of shares was accepted by the China
Securities Regulatory Commission.
On 22 February 2023, the Company held the 28th session of the fourth board of directors. Taking
into account the approval status of listed companies issuing stocks to specific targets under the
registration system and the actual situation of the company, subject to the provisions of applicable laws
and regulations, the content of the issuance plan for the issuance of stocks to specific targets was
amended as appropriate, and the relevant proposal on adjusting the 2022 stock issuance plan to specific
objects was approved. On 13 March 2023, the Company held the first extraordinary general meeting of
shareholders in 2023, and considered and approved the said proposal.
On 13 March 2023, the Company received the "Letter of Review and Inquiry on Ningbo Tuopu’s
Issuing Stocks to Specific Objects" issued by the Shanghai Stock Exchange (Shanghai Securities
Shangshen (Refinancing) [2023] No. 96) . The reviewing body of the Shanghai Stock Exchange
reviewed its application file for issuing stocks to specific targets, and documented the review inquiries.
As at the disclosure date of this report, the Company has not yet received the approval document
from the Shanghai Stock Exchange. This event is still in process and the Company is expected to
perform its information disclosure obligations in due course where applicable.
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Ningbo Tuopu Group Co., Ltd. Annual Report 2022
Contents
Section 1 Definitions................................................................................................................................... 6
Section 2 Company Profile and Key Financial Indicators .......................................................................... 6
Section 3 Discussion and Analysis of Operation Conditions .................................................................... 11
Section 4 Corporate Governance .............................................................................................................. 40
Section 5 Environmental and Social Responsibility ................................................................................. 59
Section 6 Significant Events ..................................................................................................................... 65
Section 7 Changes in Shares and Shareholders......................................................................................... 88
Section 8 Information about Preference Shares ........................................................................................ 95
Section 9 Information of Corporate Bonds ................................................................ 错误!未定义书签。7
Section 10 Financial Report ...................................................................................................................... 97
Directory Financial statements affixed with the signatures and seals of the legal representative of the
of Company, the officer in charge of accounting work and accounting institution
Documents Original audit report affixed with the seal of the accounting firm and the signature and seal
Available of CPAs
for All original company documents and announcements disclosed on the website designated
Reference by CSRC during the reporting period
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Ningbo Tuopu Group Co., Ltd. Annual Report 2022
Section 1 Definitions
I. Definitions
In this report, unless the context requires otherwise, the following words and terms shall be construed as:
Common terms and definitions
The Company, issuer, Tuopu Refers to Ningbo Tuopu Group Co., Ltd.
MECCA HK Refers to MECCA INTERNATIONAL HOLDING （HK） LIMITED,
the controlling shareholder of the Company
Reporting Period Refers to From January 1, 2021 to December 31, 2021
Board of Directors, Board of Refers to Board of Directors, Board of Supervisors, General Meeting
Supervisors, General of Shareholders of Ningbo Tuopu Group Co., Ltd.
Meeting of Shareholders
1.00 Yuan, 10,000 Yuan, 100 Refers to 1.00, 10,000.00, 100,000,000.00
million Yuan
Convertible bonds Refers to Convertible corporate bonds
CSRC Refers to China Securities Regulatory Commission
SSE Refers to Shanghai Stock Exchange
Section 2 Company Profile and Key Financial Indicators
I. Company Information
Company Name in Chinese 宁波拓普集团股份有限公司
Company Abbreviation in Chinese 拓普集团
Company Name in English Ningbo Tuopu Group Co.,Ltd.
Company Abbreviation in English Tuopu Group
Legal Representative of the Company Wu Jianshu
II. Contact Person and Contact Information
Security of the Board Representative of Securities Affairs
Name Wang Mingzhen Gong Yuchao
Contact Address 268 Yuwangshan Rd, Beilun District, 268 Yuwangshan Rd, Beilun District,
Ningbo, Zhejiang Ningbo, Zhejiang
Tel. 0574-86800850 0574-86800850
Fax 0574-86800877 0574-86800877
E-mail wmz@tuopu.com gyc@tuopu.com
III. General Information Summary
Registered Address of the Company 268 Yuwangshan Rd, Daqi Street, Beilun District, Ningbo,
Zhejiang
Change History of Registered Address of the On June 16, 2020, changed from "No. 215 Huangshan
Company West Road, Beilun District, Ningbo, Zhejiang " to "268
Yuwangshan Rd, Daqi Street, Beilun District, Ningbo,
Zhejiang "
Office Address of the Company 268 Yuwangshan Rd, Daqi Street, Beilun District, Ningbo,
Zhejiang
Postal Code of Office Address 315806
Website www.tuopu.com
E-mail tuopu@tuopu.com
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Ningbo Tuopu Group Co., Ltd. Annual Report 2022
IV. Information Disclosure and Location
Media Name and Website where The Company Securities Times
Discloses its Annual Report
Stock Exchange Website where The Company SSE website (www.sse.com.cn)
Discloses its Annual Report
Location for Annual Report of the Company Office of Board Secretary
V. Overview of Stock Information
Overview of Stock Information
Stock Abbreviation
Stock Type Stock Exchange Stock Abbreviation Stock Code Before Change
-
A-share Shanghai Stock Tuopu Group 601689
Exchange
VI. Other Related Information
Name BDO China Shu Lun Pan Certified Public
Accounting firm
Accountants LLP (Special General Partnership)
appointed by the
Office Address 5/F, 61 East Nanjing Rd, Shanghai
Company
Name of Undersigned Yu Weiying, Tang Wei
(domestic)
Accountants
The sponsor Name China Merchants Securities Co. Ltd
institution hired Office Address 111 Fuhua First Rd, Futian Street, Futian District,
by the company Shenzhen, Guangdong
to perform the Name of undersigned Xiao Yan, Tan Guotai
continuous sponsor’s representatives
supervision in Period of continuous 201From July 26, 2016 to the date of using up the
the reporting supervision raised funds
period
VII. Key Accounting Data and Financial Indicators over the Past Three Years
(1) Key Accounting Data
Unit：Yuan Currency：RMB
Increase/decrea
Key
se compared
Accounting 2022 2021 2020
with previous
Data
year
Operating
15,992,821,677.50 11,462,693,679.86 39.52 6,511,094,914.05
income
Net profit
attributable
to
1,700,131,795.33 1,017,253,691.77 67.13 628,200,888.31
shareholders
of the listed
Company
Net profit
attributable
to
shareholders
of the listed 1,655,550,134.87 970,594,278.55 70.57 574,682,817.67
company
after
deducting
non-recurrin
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Ningbo Tuopu Group Co., Ltd. Annual Report 2022
g gains and
losses
Net cash
flow
generated by 2,284,020,088.40 1,186,819,193.35 92.45 1,123,685,580.01
operational
activities
Increase/Decre
ase at the end
of the current
End of 2022 End of 2021 year compared End of 2020
with the end of
the previous
year (%)
Net assets
attributable
to
12,129,379,340.29 10,588,767,194.07 14.55 7,786,994,893.67
shareholders
of the listed
company
Total assets 27,510,130,823.47 18,682,692,767.26 47.25 12,115,228,519.89
(2) Key Financial Indicators
Increase/Decrease at
the end of the current
Key Financial Indicators 2022 2021 year compared with 2020
the end of the
previous year (%)
Basic Earnings per Share
1.54 0.93 65.59 0.60
(RMB/Share)
Diluted Earnings per Share
1.54 0.93 65.59 0.60
(RMB/Share)
Basic Earnings per Share after
deducting non-recurring gains and 1.50 0.88 70.45 0.54
losses (RMB/Share)
Weighted Average ROE 15.02 10.35 Increased by 4.67% 8.29
Weighted Average ROE after
deducting non-recurring gains and 14.65 9.87 Increased by 4.78% 7.58
losses (%)
Notes to the key accounting data and financial indicators over the previous three years at the end of the
reporting period
□Applicable √Non-applicable
Ⅷ. Differences in Accounting Data under Chinese and International Accounting Standards
(1) Differences in net profit and net assets attributable to shareholders of listed company in the
financial reports disclosed under international accounting standards and Chinese accounting
standards
□Applicable √Non-applicable
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Ningbo Tuopu Group Co., Ltd. Annual Report 2022
(2) Differences in net profit and net assets attributable to shareholders of listed company in the
financial report disclosed under international accounting standards and Chinese accounting
standards
□Applicable √Non-applicable
(3) Notes to differences between international and Chinese accounting standards:
□Applicable √Non-applicable
Ⅸ. Key financial data of 2022 by quarter
Unit：Yuan Currency：RMB
Q1 Q2 Q3 Q4
(From January to (From April to (From July to (From October to
March) June) September) December)
Operating income 3,745,011,017.28 3,048,978,751.52 4,309,470,908.69 4,889,361,000.01
Net profit
attributable to
385,889,397.89 321,917,312.87 500,862,645.78 491,462,438.79
shareholders of
the listed company
Net profit
attributable to
shareholders of
the listed company 376,726,443.39 308,145,991.91 489,075,749.44 481,601,950.13
after deducting
non-recurring
gains and losses
Net cash flow
generated by
387,085,581.99 732,028,863.36 150,028,846.91 1,014,876,796.14
operating
activities
Notes to differences between quarterly data and disclosed periodic report data
□Applicable √Non-applicable
X. Non-recurring Gains and Losses Items and Amounts
√Applicable □Non-applicable
Unit: Yuan Currency: RMB
Non-recurring Gains and Losses Amount in Note (if Amount in Amount in
Items 2022 applicable) 2021 2020
Gains and losses from disposal of
-8,160,326.70 -1,620,899.20 8,703,377.39
non-current assets
Approval beyond authority, or
without formal approval document, or
incidental tax rebates, deducts and
exempts
Government subsidies included in the
current profit and loss, but closely
associated with the regular business
operations of the Company, except
for government subsidies that are 62,111,199.70 X, VII, 84 35,898,407.13 34,350,267.41
consistent with national policies and
continuously granted at a fixed quota
or amount under certain national
standard
Payment for the use of funds charged
from non-financial enterprises that is
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Ningbo Tuopu Group Co., Ltd. Annual Report 2022
included in current profit and loss
Income generated from the
investment cost of the Company in
acquiring subsidiaries, associates and
joint ventures that is less than the fair
value of the identifiable net assets
held by the invested entity at the
acquisition of investment
Gains and losses from exchange of
non-monetary assets
Gains and losses from the
engagement of others in investment 17,563,635.87
or management
Provisions for impairment of various
assets due to force majeure factors
including natural disasters
Gains and losses from restructuring
of debts
Expenses incurred in enterprise
restructuring, including those
incurred in staff placement and
integration
Gains and losses from the part of
transactions whose prices are clearly
unfair in excess of the fair value
Net profits and losses for the current
period from the beginning of the
period to the date of the merger
arising from a business combination
under the same control
Profits and losses generated from
contingent events that are unrelated to
the regular business operations of the
Company
Profits and losses resulting from the
changes in fair value for holding
trading financial assets, derivative
financial assets and trading financial
liabilities, derivative financial
liabilities and investment income
from disposal of trading financial
10,324,869.65 252,506.50 18,164,183.51
assets, derivative financial assets,
trading financial liabilities, derivative
financial liabilities and other
obligatory right investments, except
for valid hedging businesses
associated with the regular business
operations of the Company
Reversal of the receivables and
contract assets depreciation reserves
for separate impairment test
Gains and losses from external
entrusted loans
Profits and losses generated from a
change in the fair value of investment
real estates that are subsequently
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Ningbo Tuopu Group Co., Ltd. Annual Report 2022
measured by the fair value model
Impact of one-off adjustment to the
current profit and loss under the
requirements of taxation, accounting
and other laws and regulations on the
current profit and loss
Custody fee income from entrusted
operations
Non-operating income and expenses
-9,377,752.06 3,575,775.34 2,813,550.60
other than the above
Other gains and losses items that fit
the definition of non-recurring gains
and losses
Less：Impact of income tax 10,896,170.83 8,942,931.42 10,201,281.57
Amount of influence of minority
-579,840.70 67,081.00 312,026.70
shareholders' equity (after tax)
Total 44,581,660.46 46,659,413.22 53,518,070.64
For the non-recurring profit and loss items defined by the company in accordance with the "Interpretive
Announcement No. 1 on Information Disclosure of Companies Offering Securities to the Public -
Non-recurring Gains and Losses", and the non-recurring gains and losses as enumerated in the
"Interpretive Announcement No. 1 on Information Disclosure of Companies Offering Securities to the
Public - Non-recurring Gains and Losses" are defined as recurring profit and loss items with the reasons
stated.
□Applicable√Non-applicable
XI. Items Measured by Fair Value
√Applicable □Non-applicable
Unit：Yuan Currency：RMB
Changes in Impact on Current
Item Opening Balance Ending Balance
Current Period Profit
Equity instrument 1,507,846.86 954,888.48 -552,958.38 -552,958.38
investments
Short-term 320,000,000.00 - -320,000,000.00
financial products
Receivables 972,493,168.64 1,157,514,623.70 185,021,455.06
Financing
Total 1,294,001,015.50 1,158,469,512.18 -135,531,503.32 -552,958.38
XII. Other
□Applicable√Non-applicable
Section 3 Discussion and Analysis of Operation Conditions
Ⅰ. Discussion and Analysis of Operating Conditions
In this year, the automobile industry was vulnerable to unfavorable factors such as economic
fluctuations, short supply of chips, and volatility of raw materials. During the reporting period, as driven
by the positive factors including broad product line, system R&D capabilities and innovation-intensive
business pattern, the sales income and profit of the Company maintained rapid growth, and its business
management activities were also boosted. More details are described below:
(1) Marketing and sales.
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Ningbo Tuopu Group Co., Ltd. Annual Report 2022
The Tier0.5 cooperation mode rolled out by the Company and its strategic customers has made an
exemplary success. Under this mode, the number and amount of components per vehicle are higher, and
the Company is able to provide better QSTP products and services to customers, create value for
customers.Adhering to the cooperation concept of “quick response and all-out cooperation”, the
Company has been highly rated by strategic customers, and there is an ample potential of business
growth.Tuopu Poland has been put into operation, and the construction of Tuopu Mexico’s Phase I
220-mu factory is paced up to fulfill the order request of strategic customers and deepen strategic
partnerships.
The Tier0.5 cooperation has been continuously promoted. In the domestic market, the company's
cooperation with Huawei, Jinkang, BYD, Geely NEV, Lixiang, NIO, Xiaopeng and other NEV
companies has advanced at a fast rate, and the amount of components per vehicle is increasing. In the
international market, the Company has engaged in full-on cooperation with some US innovative car
makers such as s RIVIAN and LUCID, technology-intensive companies, and traditional car makers such
as FORD, GM, and FCA.
The advancement of the product platform strategy and the improvement of the market acceptance
of the new marketing pattern have led to a rapid growth of new orders placed to the Company this year,
which in turn boosts the sustainable fast development in future.
The company-specific IBS project, EPS project, air suspension project, thermal management
project, and cabin comfort project have been designated as stable supplies to FAW, Geely, Huawei,
Jinkang, Lixiang, BYD, Xiaomi, Hycan, and HiPhi, which in turn paves the way for long-term
development.
(2) R&D and innovation.
During the reporting period, the Company pooled R&D investments, allocated extra resources, held
the leading edge in R&D, and expanded product lines. Owing to continuous efforts in R&D and
innovation, the Company currently owns eight product series: automobile NVH Vibration Control
system, interior and exterior trim system, lightweight body, cabin comfort components, thermal
management system, chassis system, air suspension system, intelligent driving system, the amount of
components per vehicle is approximnately RMB 30,000, which paves the way for attaining the goal of
building a one-hundred-billion-level enterprise.
In addition to the automotive sector, the company is deploying resources to the robot industry. It is
estimated that the global workforce is about 3.45 billion. Provided that the humanoid robots is RMB
250,000 per set, support if 11.6% of the workers are replaced by robots, the global market for humanoid
robots c is up to the level of RMB 100 trillion. Motion actuator is considered as one of the critical
components of robot. A humanoid robot is required to various actions of humans, so many motion
actuators are needed. The motion actuators fabricated by the Company consist of motors, electric control
and reducing mechanisms. The samples are also accepted by customers, suggesting an ample potential of
subsequent development.
Owing to the corporate culture upholding R&D and innovation, the world's leading R&D and
testing apparatuses purchased at high prices, elite R&D team, well-established R&D system, and the
management practice that stresses safe play instead of rushing for success, the product R&D capabilities
further enhance. From product R&D to system R&D and fundamental research, from mechanical
capabilities to electrical control capabilities and software capabilities, the Company has honed
impressive R&D capabilities, obtained many patents and intellectual property rights, and demonsrated
the power to broaden product lines, which in turn paves the way for “technology-intensive group”.
(3) Capacity landscaping.
In consideration of new orders placed, and the projects over the penetration rate of NEV, the
Company paces up its capacity landscaping. Efforts are made to accelerate the construction of Hangzhou
Bay Phase 4, 5, 6 and 7 and of Chongqing Factory, with covered areas of about 1,400 mu. In addition,
the planning and implementation of Tuopu Mexico, Chouxian County (Anhui) Base is also accelerated.
In the short run, the investment and construction of these factories are expected to impose a certain
cost pressure. In the times of NEV rapid development, even though car makers have some capacity
available, the supply chain of parts has not yet kept up with the pace. In this concern, the capacity boost
has been weighed and decided as appropriate with impressive forward-looking character.
(4) Cost control.
During the reporting period, raw materials fluctuated drastically and labor costs increased
significantly. The Company scaled up purchasing, ran technological innovation, and performed strict
budget control in order to have cost under control.
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With new factories built every year, the overhead and manufacturing expenses are higher in the
process of production ramp-up and trial production, the average cost of a facory is around tens of
millions of yuan. As a new factory reaches the initial production capacity and comes at the break-even
point, it would make a greater contribution to the group’s profit. Many research projects in process and a
large number of technical talents led to rapid increase of R&D expenses. The demand for capacity boost
resulted in a sharp increase of capital expenditures and higher ratios of depreciation and amortization. In
future, the volume production and sales growth are expected to spread R&D cost, capital expenditures
and miscellaneous cost, and there is more room for gross margin.
(5) Manufacturing upgrade.
The Company proceeds digital factory, implements MES management system, enables effective
management in respect of quality control, product traceability, lean production, equipment management,
and promotes the interconnectivity between the company-wide data and customer data, in order to build
an smart factory accredited with Industry 4.0.
News factories leverage virtual simulation DFM to conduct full-scale simulations on quality,
traceability, automation, visual inspection, energy utilization, carbon emissions to ensure the highest
level of product quality and cost, and reduce the durati of volume production to the extent possible.
(6) Photovoltaic power generation
The company fulfills its corporate responsibilities in ESG, boosts green and low-carbon production,
fulfills corporate social responsibilities of energy saving, low-carbon environmental protection, and
contributes to "carbon peaking and carbon neutrality". In 2022, the installed photovoltaic capacity is
33.8 MW, the annual power generation will reach 34.55 million kWh, and the carbon dioxide emissions
will be reduced by 34,453 tons a year. In future, efforts will be intensified to broaden the scope of
distributed photovoltaic power plants, and a package of initiatives will be taken to scale down carbon
emissions and attain the goal of zero-carbon factory step by step.
(7) Refinancing
The company wrapped up the issuance of convertible bonds this year, raised RMB 2.5 billion and
initiated refinancing of RMB 4 billion. In turn, it further enhances the financial strength, seizes the
opportunity for developing NEV, and accelerate the development of various projects. With the drastic
growth of sales and profits, its own cash flow will cover, even outrun capital expenditures, and
subsequent external financing will reduce.
II. Industry landscaping during the reporting period
It has been reported that about 64.88 million units of passenger cars were sold globally in 2022,
down by 0.2% over the previous year; in which, about 23.55 million units were sold in China, up by 9.7%
over the previous year. New energy passenger vehicles maintain a rapid growth trend, about 10.3 million
units were sold globally, up by 63.5% over the previous year, which accounts for 15.9% of the global
sales; in which, about 6.54 million units were sold in China, up by 96.7% over the previous year, which
accounts for 27.8% of the domestic sales. The penetration rate of NEVs remains in the times of rapid
growth.
III. Business operations engaged by the Company during the reporting period
1. Main operations
The Company specializes in the research and development, production and sales of
auto parts. The main products include Automobile Vibration Control System, Interior &
Exterior System, Body Lightweight Products, Cabin Comfort System, Thermal
Management System, Chassis System, Air Suspension, Intelligent Braking System. The
major customers it serves include international and domestic smart electric car makers and
traditional OEM car makers at home and abroad. In line with the business philosophy of
creating value for customers, the Company adheres to R&D and innovation, boosts global
landscaping, enhances overall competitiveness, and strives to be a more trusted partner for
car makers.
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2. Business process and operation pattern
IV. Analysis of core competitiveness during the reporting period
√Applicable □Non-applicable
The NEVs track in which the Company is currently engaged heralds the market capacity at
trillion-level, its enormous potential of market development, long business life cycle,
technology-intensive, capital-intensive, and the call for reshaping the existing competitive landscape,
pinpoint a historical opportunity for the Company to achieve spinning development.In the course of 40
years after founding, the Company has been consistently enhancing overall competitiveness, raised the
competition threshold and shaped a moat.
1. Strength of product platform.
Keeping up with the trend of industry development, the Company makes a prospective distribution
of NEVs track, expands its product lines, and forms a platform-based corporation. Now it owns 8
product lines: Automobile Vibration Control System, Interior & Exterior System, Body Lightweight
Products, Cabin Comfort System, Thermal Management System, Chassis System, Air Suspension
System, Intelligent Braking System. The unit price of components per vehicle is about 30,000 and there
is some room to expand the product line.
The Company has a wide range of product lines which can provide customers with one-stop,
system-grade and modularized products and services, and some products are scarce and hardly
benchmarked in the global market of automobile parts. In the era of industrial transformation and
business model innovation, labor collaboration with customers can in turn enhance customer satisfaction
and pave the way for getting bigger and stronger.
The Company has a wide array of product lines such as suspension system, brake-by-wire and
steering-by-wire, impressive chassis tuning capabilities, and requisite factors to integrate drive-by-wire
chassis and skateboard chassis. Drive-by-wire chassis is an essential condition to realize high-level auto
piloting. In contrast, skateboard chassis can create a new car-making model featuring faster speed of
making and lower cost. With a proven ability to render further services to customers, the Company is
highly responsive to the technology development trend of vehicle E/E control architecture and
sub-domain control and the creative car-making model that may appear.
The product lines are briefly described here: 1. Vibration Control System, comprising powertrain
mount support, drive motor damper, cylinder support, torsional damper, sub-frame support, and
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Ningbo Tuopu Group Co., Ltd. Annual Report 2022
hydraulic bushing;2.Interior & Exterior System, comprising automobile door panel,roof, main carpet,
coat rack, heat and sound insulation components, luggage insulation components, and exterior trim
products such as sealing strips and decorative strips; 3. Body Lightweight Products, comprising
one-piece front and rear floor panels, body structural part, door structural part, and battery pack
structural part; 4. Cabin Comfort System, comprising rotary screen controller, electric tailgate, electric
sliding door, and seat comfort system; 5. Thermal Management System, comprising integrated heat
pump assembly, multi-port valve, electronic water pump, and electronic expansion valve; 6. Chassis
System, comprising front and rear sub-frames, aluminum sub-frame, control arms, rods, and steering
knuckles; 7. Air Suspension System, comprising integrated air supply unit, air suspension, and height
sensor; 8. Intelligent Braking System, comprising steer-by-wire, brake-by-wire, and power-adjustable
steering columns. 9. Manipulator motion actuators, including rotary and linear actuators.
2.Strength of customer group and business pattern
The Company undertakes the mission statement of creating values for its customers and has been
generally accepted by customers in cooperation. The TUOPU brand reputation has been enhanced, along
with higher loyalty level of customers. In the era of intelligent electrification, capitalizing on the core
competitiveness generated from QSTP, the Company has established and maintained stable cooperation
with domestic and overseas carmakers.
The Company brings Tier0.5 grade cooperation into practice and establishes strategic partnerships
with customers. This creative supply chain cooperation is expected to improve efficiency and reduce
cost for car makers, fit the present needs of developing automotive industry, and to keep the competition
threshold higher. The rendering of “responsive and answerable” services to every strategic customer has
been positively rated and recognized by customers, which in turn paves the way for supplying
components to millions of units.
3. Strength of R&D.
The only way leading to a world-class automobile parts enterprise is to improve capabilities of
R&D and innovation. Sticking to R&D and innovation, the Company was the first participant within the
industry to lay down the forward R&D development strategy as early as twenty years ago. After the
technological accumulation for years,now it has the system-level synchronous positive R&D capabilities
of each product line, and demonstrates the R&D integration capabilities of machinery, electronic control
and software. and has a number of independent intellectual property rights such as invention patents.
The Company kicks off basic research works in order to further maintain its leading edge in research and
development. With uninterrupted investments in system construction, recruitment of talents and testing
capacity, the Company maintains the average percentage of annual R&D investments in operating
income at a level about 5%, signaling the continuous improvement of R&D competitiveness.
With R&D centers set up in North America, Europe, Shanghai, Shenzhen, and Ningbo, the
Company is able to provide better services to global customers and recruit quality talents at home and
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Ningbo Tuopu Group Co., Ltd. Annual Report 2022
abroad.A research team of more than 3,000 members, comprising nearly 200 masters and doctors, has
been formed.
The Company has set up a test center of global excellence which has the testing and validation
capabilities with respect to materials, products, systems and vehicles. With certified CNAS
ISO/IEC17025 system, the Company has been appointed by many automakers to conduct in-vehicle
tests.
Leveraging the top-down R&D capabilities, the Company can expand its product line and enhance
the value of components per vehicle, and also renders T0.5-level service to customers.
4. Strength of plant layout and capacity.
The Company has set up manufacturing bases in Ningbo, Chongqing, Wuhan and other places
encircling major automobile industry clusters in China. To render better services to global customers, the
Company has established manufacturing plants or warehouse centers in the United States, Canada,
Brazil and Malaysia,Tuopu Poland have switched to volume production, and Tuopu Mexico Industrial
Park and the factory in the United States are planning production activities in order. Under this plant
layout, the Company is able to render faster and more efficient services to its customers and guarantee
the business development on global platforms.
The penetration rate of NEVs features by a rapid increase, just as the industry participants
experience, but the industrial chain capacity of NEVs is obviously insufficient, global auto part makers
are under a heavy burden of transformation, their investment willingness is weak, and the investment
level and rate of home auto part makers are not enough. According to the company-specific capacity
requirement and future forecasts, the Company is expected to build up capacity in order to maintain its
leading edge in production capacity, technology, and equipment.
In addition, the automobile industry requires a large-sum investment in the plant layout, the
construction period is long and the complex equipment and process are involved, so it can hardly be
replaced like the cellphone industry chain.
5. Strength of intelligent manufacturing.
Relying on the intelligent manufacturing strategy and pinpointing the goal of building a lighthouse
factory, the Company enhances the digitalization of the factory, and fabricates a smart factory.
Leveraging DFM virtual simulation technology, the Company simulates factory layout, production
line design, production process, parameter control, visual inspection, takt time, distribution and
warehousing, energy saving and consumption reduction in the stage of product supplying and R&D,
which in turn sharply reduces the duration of volume production, improves quality and reduces cost.
The Company has set up an equipment automation division to enhance the production automation,
strengthens quality assurance capabilities, increase the output per capita, and prepares for benchmarking
the international level.
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Ningbo Tuopu Group Co., Ltd. Annual Report 2022
The availability of production automation, coupled with AI visual inspection, AGV automatic
logistics, intelligent warehousing and RFID barcode and traceability system, is driven by AI, big data
analysis, and 5G to improve intelligent manufacturing capabilities, ensure quality and reduce costs.
6. Strength of management.
Under the IATF16949 quality system, the Company has established a specific management system
with typical features through years of innovation efforts.
For management structure, the division-based management structure is laid down for the group,
which can relieve the stress of management, highlight the business operations, improve the efficiency of
operation, and lead to relative competition; divisions are subject to the horizontal flat management with
sales activities standing in the core, for market-oriented construction of the organization, pool resources
and make quick response; under the pyramid organization, business units enforce standard processes to
improve efficiency and reduce cost.
For management system, the Company has established a full set of standard processes, management
systems and assessment indicators as directed by process, information, standardization, and lean
production, and is leveraging some information tools such as SAP, PLM, OA, and MES to implement
exact processes, bring digitalized operation into practice, thereby improving management,
decision-making efficiency and business performance.
For incentive mechanism, the Company lays up a career platform that is adequately authorized for
staff members, in which the Company tapes into internal development and promotion mode that is fair
and just, in order to keep the channel of promotion smooth, fit to the growth strategy, and form a
positive cycle for business growth and career path.
7. Strength of talents.
The Company puts the screening and training of talents in priority. The post-doctoral workstation
within the Company solicits and recruits technical specialists globally. Adhering to the concept of
“recruiting and promoting members on their merits”, the Company is committed to building a
competitive management team. The Company has established an integrated, specific and open financial
indicator system to transform officers from managers to operators and entrepreneurs.
The Company encourages for the formation of a learning organization that is fully authorized, and
forges a young and experienced international team specialized in sales, R&D activities and production
who can pave the way for leapfrog development of the Company.
8. Strength of culture.
The Company undertakes the mission statement of “making our customers, employees,
shareholders, the community and partners satisfied, and becomes a corporate citizen of excellence.
Aligning with the business philosophy of serving the country with industrial achievements, the
Company stands at the industry front, gets immersed in R&D and innovation, goes all out to solve
“bottlenecking” technical issues, and contributions to the industry safety and development. Adhering to
the operation concept of legal compliance, the Company undertakes social responsibility and is
committed to infusing positive energy into social development.
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Ningbo Tuopu Group Co., Ltd. Annual Report 2022
The Company gives its employees an access to comfortable workplace, equal interpersonal
relationships, appealing salary and benefits, and an extraordinary career development platform, in order
to tap into the potentials of all employees. The Company has established partnerships with suppliers,
respected the business philosophy of seeking equality and win-win results, and driven the common
development of the supply chain.
The Company values and protects the interests of investors, strictly abides by the rules governing
information disclosure and other provisions, and distributes dividends to investors even though the
capital expenditures have been increased. All staff members are united to improve operating
performance, in order to maximize the benefits to investors.
9. Strength of equity structure.
The Company is run and operated by founder, which in turn maintains the prudence of major
decisions, values long-term benefits and development, makes quick decisions and assures good
execution. The founder holds a higher percentage of shares, keeps a clear equity structure, and exercises
longstanding control on the Company from the top-level design, in order to keep the Company running
steadily for a long time and have an ample potential for capital expansion. The members of the Board of
Directors led by the chairman demonstrate impressive experience, have clear division of work, keep a
low profile, keep ambitious and energetic, and use their best endeavors to drive the Company to the
forefront of the industry in the right way.
10. Strength of risk control.
The Company keeps the debt-to-equity ratio at low level and has an abundant cash flow. The
well-established financial system and the strict risk control system can in turn guarantee the
implementation of strategic plan and investment plan, or allow it to seek mergers and expansion
whenever appropriate, or reduce the risk exposure to business operation, and maintain its long-term
investment value.
V. Condition of main operations during the reporting period
During the reporting period, the Company earned an operating income of RMB 15.993 billion, an
increase of 39.52% over the previous period; total profit was RMB 1.960 billion, an increase of 70.98%
over the previous period; the net profit attributable to shareholders of the listed company was RMB
1.700 billion, an increase of 67.13% over the previous period.
Based on accounting standards, the convertible bonds held by the Company are initially and
subsequently measured at the amortized cost of the bonds payable. In 2022, financial expenses of RMB
39,268,799.81 were recognized, and the interest expenses of RMB 2,342,465.75 were payable.
During the reporting period, the net cash flow generated by the operating activities was RMB 2.284
billion; the cash spent on long-term assets, such as the purchase and construction of fixed assets, reached
RMB 5.426 billion, which in turn adequately prepared the Company to meet the rapid growth of NEV
market and increase competition barriers.
As of the end of the reporting period, the total assets of the Company were RMB 27.510 billion, up
by 47.25% over the end of the previous year; total liabilities were RMB 15.350 billion, up by 90.40%
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Ningbo Tuopu Group Co., Ltd. Annual Report 2022
over the end of the previous year; the asset-liability ratio was 55.80%; the owner's equity attributable to
the parent company was RMB 12.129 billion, up by 14.55% over the end of the previous year.
(1) Analysis of main business operations
1. Analysis of changes in related items in the income statement and cash flow statement
Unit：Yuan Currency：RMB
Subject Amount in the current Amount in previous Change as
period period percentage (%)
Operating income 15,992,821,677.50 11,462,693,679.86 39.52
Operating cost 12,535,999,713.52 9,184,077,297.76 36.50
Cost of sales 220,240,238.99 157,043,325.10 40.24
Overhead expenses 423,280,764.94 295,450,552.98 43.27
Financial expenses -12,003,288.51 35,618,447.47 -133.70
R&D cost 750,718,588.09 502,493,456.38 49.40
Net cash flow from operating
2,284,020,088.40 1,186,819,193.35 92.45
activities
Net cash flows from investing
-5,105,820,338.36 -3,736,424,732.92 NA
activities
Net cash flow from financing
4,296,748,972.35 2,823,560,530.55 NA
activities
Note to the reason for changes in operating income: attributed to large volume of orders placed by
domestic and foreign valued customers solicited by the Company in the current period
Note to the reason for changes in operating cost:attributed to an increase of operating income in the
current period over the previous period
Note to the reason for changes in cost of sales:attributed to an increase in sales service fees and business
entertainment expenses in the current period
Note to the reason for changes in overhead expenses:attributed to an increase of the number of
management staff and of salary paid to them in the current period
Note to the reason for changes in financial expenses:attributed to an increase in exchange gains in the
current period
Note to the reason for changes in R&D expenses:attributed to a continuous intensification of R&D and
innovation efforts and of R&D investments in the current period
Note to the reason for changes in net cash flow from operating activities:attributed to an increase of
payment received in the current period
Note to the reason for changes in net cash flows from investment activities:attributed to a substantial
increase of cash paid for the purchase and construction of fixed assets, intangible assets and other
long-term assets in the current period.
Note to the reason for the change in net cash flow from financing activities:attributed to the receipt of
funds raised from the issuance of convertible bonds and an increase in long-term loans in the current
period
Particulars of major changes in the business type, profit composition or source of profit of the
Company during the current period
□Applicable√Non-applicable
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Ningbo Tuopu Group Co., Ltd. Annual Report 2022
2. Analysis of revenue and cost
√Applicable □Non-applicable
The revenue and cost of the Company in 2022 can be summarized as:
(1). Condition of main business operations by industry, product, region and selling pattern
Unit:Yuan Currency:RMB
Main business operations by industry
Increase/Decrease Increase/Decrease of
Increase/Decrease
of operating income gross profit rate over
Operating income Gross profit rate of operating cost
By industry Operating cost over the previous the previous year
(%) over the previous
year (%) (%)
year (%)
Automobile parts 15,339,542,129.67 12,121,627,184.28 20.98 39.24 36.79 Increased by 1.41%
Main business operations by product
Increase/Decrease Increase/Decrease Increase/Decrease of
Gross profit rate of operating income of operating cost gross profit rate over
By product Operating income Operating cost
(%) over the previous over the previous the previous year
year (%) year (%) (%)
Vibration control 3,871,551,946.03 2,939,571,440.56 24.07 15.67 15.29 Increased by 0.25%
parts
Trimming system 5,462,515,432.04 4,422,998,745.32 19.03 52.66 49.37 Increased by 1.78%
Chassis System 4,445,023,173.49 3,501,344,753.76 21.23 69.39 62.08 Increased by 3.55%
Mechatronic system 191,687,653.09 143,401,533.28 25.19 4.91 6.48 Decreased by 1.11%
Thermal 1,368,763,925.02 1,114,310,711.36 18.59 6.55 5.56 Increased by 0.76%
management system
Main business operations by region
Increase/Decrease Increase/Decrease Increase/Decrease of
Gross profit rate of operating income of operating cost gross profit rate over
By region Operating income Operating cost
(%) over the previous over the previous the previous year
year (%) year (%) (%)
Domestic 10,886,465,599.96 8,797,850,862.50 19.19 31.78 30.14 Increased by 1.03%
Overseas 4,453,076,529.71 3,323,776,321.78 25.36 61.57 58.21 Increased by 1.59%
Condition of main business operations by selling pattern
Selling pattern Operating income Operating cost Gross profit rate Increase/Decrease Increase/Decrease Increase/Decrease
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Ningbo Tuopu Group Co., Ltd. Annual Report 2022
(%) of operating income of operating cost of gross profit rate
over the previous over the previous over the previous
year (%) year (%) year (%)
Direct selling 15,339,542,129.67 12,121,627,184.28 20.98 39.24 36.79 Increased by 1.41%
(2). Analysis of production output and quantity sold
√Applicable □Non-applicable
Increase/Decrease Increase/Decrease Increase/Decrease
Quantity of of production of quantity sold of inventories
Main product Unit Production output Quantity sold
inventories output over the over the previous over the previous
previous year (%) year(%) year(%)
Vibration control 868.76 850.89 203.37 17.05 16.94 9.63
10,000 sets
parts
Trimming system 10,000 sets 680.90 679.42 13.08 56.47 53.61 12.76
Chassis System 10,000 sets 425.66 409.68 38.84 48.69 45.97 69.92
Mechatronic 74.23 73.16 4.63 6.59 6.11 30.02
10,000 sets
system
Thermal 56.34 54.75 3.64 5.43 6.54 77.56
10,000 sets
management
(3) Performance condition of major purchase and sales contracts
□Applicable √Non-applicable
(4). Cost analysis
Unit：Yuan
Summary by industry
Change in the
As a amount in the
As a percentage of
Construction of Amount in the Amount in percentage of current period as
By industry total cost in the Remark
cost current period previous year total cost in a percentage of
current period (%)
previous year previous period
(%)
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Ningbo Tuopu Group Co., Ltd. Annual Report 2022
Automobile parts Direct cost of 9,436,338,153.53 77.85 6,982,110,445.90 78.79 35.15
material
Automobile parts Direct cost of labor 808,107,949.22 6.67 561,960,999.21 6.34 43.80
service
Automobile parts Manufacturing 1,877,181,081.53 15.48 1,317,285,097.35 14.87 42.50
expenses
Summary by product
Change in the
amount in the
As a percentage of As a percentage
Construction of Amount in the Amount in current period as
By product total cost in the of total cost in Remark
cost current period previous year a percentage of
current period (%) previous year
previous period
(%)
Vibration control Direct cost of 2,183,168,142.36 18.01 1,906,698,759.74 21.52 14.50
parts material
Vibration control Direct cost of labor 253,940,790.12 2.09 216,728,262.34 2.45 17.17
parts service
Vibration control Manufacturing 502,462,508.08 4.15 426,317,240.75 4.81 17.86
parts expenses
Trimming system Direct cost of 3,407,561,972.75 28.11 2,297,828,215.94 25.93 48.29
material
Trimming system Direct cost of labor 253,322,301.28 2.09 164,045,983.46 1.85 54.42
service
Trimming system Manufacturing 762,114,471.29 6.29 499,244,635.58 5.63 52.65
expenses
Chassis System Direct cost of 2,721,667,458.92 22.45 1,704,399,874.93 19.23 59.68
material
Chassis System Direct cost of labor 269,610,868.71 2.22 154,022,447.51 1.74 75.05
service
Chassis System Manufacturing 510,066,426.13 4.22 301,780,307.38 3.41 69.02
expenses
Mechatronic system Direct cost of 129,005,134.03 1.06 122,281,025.11 1.38 5.50
material
Mechatronic system Direct cost of labor 5,924,335.05 0.05 4,996,284.18 0.06 18.57
service
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Ningbo Tuopu Group Co., Ltd. Annual Report 2022
Mechatronic system Manufacturing 8,472,064.20 0.07 7,393,423.21 0.08 14.59
expenses
Thermal Direct cost of 994,935,445.47 8.21 950,902,570.17 10.73 4.63
management system material
Thermal Direct cost of labor 25,309,654.06 0.21 22,168,021.73 0.25 14.17
management system service
Thermal Manufacturing 94,065,611.83 0.77 82,549,490.44 0.93 13.95
management system expenses
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Ningbo Tuopu Group Co., Ltd. Annual Report 2021
(5).Changes in the scope of consolidation due to changes in the equity of major subsidiaries during
the reporting period
□Applicable√Non-applicable
(6).Significant changes or adjustments to business operations, products or services during the
reporting period
□Applicable√Non-applicable
(7). Main customers and main suppliers
A. Condition of main customers
√Applicable □Non-applicable
√适用 □不适用
The sales amount from the top five customers is RMB 10,147.6874 million, in 63.45% of the annual
sales amount; in which, the sales amount from the related parties of the top five customers is 0, in 0% of
the annual sales amount.
During the reporting period, the sales to a single customer accounts for 50% of total sales amount, there
are circumstances in which the Company solicits new customers or heavily relies on a few customers out
of the Top 5 customers.
□Applicable √Non-applicable
B. Condition of main suppliers
√Applicable □Non-applicable
√适用 □不适用
The purchase amount from the top five suppliers is RMB 2,159.8695 million, in 22.04% of the annual
purchase amount; in which, the purchase amount from the related parties of the top five suppliers is 0, in
0% of the annual purchase amount.
During the reporting period, the purchase from a single supplier accounts for 50% of total purchase
amount, there are are circumstances in which the Company solicits new suppliers or heavily relies on a
few supplies out of the Top 5 suppliers.
□Applicable √Non-applicable
3. Expenses
√Applicable □Non-applicable
Unit:Yuan
Subject 2022 2021 Change as Reason for
Percentage (%) Change
Attributed to an
increase in sales
service fees and
Cost of sales 220,240,238.99 157,043,325.10 40.24 business
entertainment
expenses in the
current period
Attributed to an
increase of the
number of
Overhead
423,280,764.94 295,450,552.98 43.27 management staff
expenses
and of salary paid
to them in the
current period
Financial -12,003,288.51 35,618,447.47 -133.7 attributed to an
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Ningbo Tuopu Group Co., Ltd. Annual Report 2021
expenses increase in
exchange gains in
the current period
Attributed to the
further extent of
R&D innovation
R&D cost 750,718,588.09 502,493,456.38 49.4
and the increase
in R&D cost in
the current period
4. R&D investment
(1). Particulars of R&D investment
√Applicable □Non-applicable
Unit：Yuan
Expendable R&D investment in the 750,718,588.09
current period
Capitalized R&D investment in the 0
current period
Total R&D investment 750,718,588.09
Total R&D investment as a percentage of 4.69
operating income (%)
Number of R&D members in the 0
Company
(2) List of R&D specialists
√Applicable □Non-applicable
Number of R&D specialists 3,180
R&D specialists as a percentage of total staff members (%) 18.06
Educational level of R&D specialists
Number of specialists by academic
Kind of educational level
degrees
Holders of doctoral degree 9
Holders of master degree 138
Holders of bachelor degree 1,480
Holders of college degree 1,553
Holders of high school degree or below
Age group of R&D specialists
Kind of age group Number of specialists by age group
Below 30 (excluding 30) 1,141
30-40 (including 30, excluding 40) 1,335
40-50 (including 40, excluding 50) 636
50-60 (including 50, excluding 60) 68
60 and above
(3) Particulars
□Applicable √Non-applicable
(4) Reasons for major changes in the structure of R&D specialists and the impact on the future
development of the Company
□Applicable √Non-applicable
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Ningbo Tuopu Group Co., Ltd. Annual Report 2021
5. Cash flow
√Applicable □Non-applicable
Item 2022 2021 Change as Reason for
percentage (%) change
Attributed to an
Net cash flow increase of the
from operating 2,284,020,088.40 1,186,819,193.35 92.45 payment
activities received in the
current period
Attributed to a
substantial
increase of the
cash paid for
the purchase
Net cash flow and
from investing -5,105,820,338.36 -3,736,424,732.92 NA construction of
activities fixed assets,
intangible
assets and other
long-term
assets in the
current period
Attributed to
the receipt of
Net cash flow funds raised by
from financing 4,296,748,972.35 2,823,560,530.55 NA non-public
activities offering of
shares in the
current period
(2) Explanation of major changes in profits caused by operations other than main operations
□Applicable √Non-applicable
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Ningbo Tuopu Group Co., Ltd. Annual Report 2022
(4) Analysis of assets and liabilities
√Applicable □Non-applicable
√适用 □不适用
1.Assets and liabilities
Unit：Yuan
（%）
Change in
（%） the amount
Amount at
Amount at at the end of
the end of
the current the end of the current
Amount at the end previous period as a
Item period as a Amount at the end Remark
of the current period period as a percentage
percentage of previous period
of total percentage of the
assets (%) of total amount at
assets the end of
previous
period (%)
Cash and bank 2,795,531,830.43 10.16 1,271,450,147.37 6.81 119.87 Attributed to the receipt of raised funds from the
balances issuance of convertible bonds in the current period
Trading financial 954,888.48 0.00 321,507,846.86 1.72 -99.70 Attributed to the decrease in the amount of financial
assets products purchased in the current period
4,347,460,987.76 15.80 3,168,220,804.95 16.96 37.22 Attributed to the substantial increase in operating
Notes receivable income in the current period resulting in an increase
in the amount of accounts receivable
Received 117,134,585.39 0.43 84,489,104.36 0.45 38.64 Attributed to the increase in advance payments for
Prepayments materials in the current period
140,748,361.64 0.51 44,679,367.27 0.24 215.02 Attributed to the increase in the deposit and security
Other receivable
deposit paid in the current period
3,255,860,915.66 11.84 2,296,983,843.07 12.29 41.75 Attributed to the substantial increase in operating
Inventories income in the current period resulting in an increase
in the amount of inventory
Other Current 208,497,764.18 0.76 266,187,079.91 1.42 -21.67 Attributed to the decrease in value-added tax retained
Assets in the current period
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Ningbo Tuopu Group Co., Ltd. Annual Report 2022
8,725,700,134.49 31.72 5,831,567,302.57 31.21 49.63 Attributed to the increase in purchased machinery and
Fixed Assets equipment in the current period and the conversion of
newly built workshops to fixed assets
Projects under 3,553,833,187.91 12.92 1,990,647,471.76 10.66 78.53 Attributed to an increase of the plants and equipment
Construction under construction in the current period
89,083,423.67 0.32 58,788,393.16 0.31 51.53 Attributed to the recognition of right-of-use assets
Right-of-use
under the "New Lease Standards" adopted in the
Assets
current period
Intangible Assets 1,227,723,584.59 4.46 855,105,073.23 4.58 43.58 Attributed to the provision for impairment of
goodwill in the current period
Long-term 157,573,682.61 0.57 95,018,634.21 0.51 65.83
Attributed to an increase of decoration costs and
unamortized
logistics equipment in the current period
expenses
Deferred Income 191,559,722.76 0.70 135,100,879.84 0.72 41.79 Attributed to an increase of deductible temporary
Tax Assets differences in the current period
Other Non-current 754,078,748.57 2.74 558,231,000.78 2.99 35.08 Attributed to the increase in advance payment for
Assets projects and equipment in the current period
4,828,236,418.41 17.55 3,225,754,064.50 17.27 49.68 Attributed to the substantial increase in operating
Accounts Payable income in the current period resulting in an increase
in the amount of purchased materials
268,698,963.77 0.98 193,766,884.51 1.04 38.67 Attributed to the increase in the balance of wages
Payroll payable payable due to the increase in personnel in the current
period
Other Payables 22,729,867.88 0.08 15,363,015.51 0.08 47.95 Attributed to the increase in deposits and security
deposits received in the current period
Other Current 166,036,174.17 0.60 193,908,274.06 1.04 -14.37 Attributed to the decrease in financing lease loans in
Liabilities the current period
Long-term loan 2,825,000,000.00 10.27 310,000,000.00 1.66 811.29 Attributed to the increase in long-term bank loans in
the current period
Bonds Payable 2,357,411,642.30 8.57 0.00 100.00 Attributed to an increase in financing lease
borrowings in the current period
Lease Liabilities 67,084,816.51 0.24 40,685,114.26 0.22 64.89 Attributed to an increase in long-term bank
borrowings in the current period
Deferred Income 367,153,765.44 1.33 269,329,507.52 1.44 36.32 Attributed to the recognition of lease liabilities under
the "New Lease Standards" adopted in the current
28 / 272
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
period
Deferred Income 112,925,117.20 0.41 75,749,671.63 0.41 49.08 Attributed to an increase in deferred income tax
Tax Liabilities liabilities resulting from the one-off depreciation of
equipment and appliances below RMB 5 million in
the current period
29 / 272
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
2. Overseas assets
√Applicable □Non-applicable
√适用 □不适用
(1) Scale of assets
Including: overseas assets RMB 1,290,910,551.55 (Unit: Yuan Currency: RMB), in4.69 % of total
assets.
(2) Explanation for the reason why overseas assets account for a higher percentage
□Applicable √Non-applicable
3. Major asset restrictions as of the end of the reporting period
√Applicable □Non-applicable
Unit：Yuan
Item Book value at the end of the Reason for restricted use
period
Monetary Funds 385,319,277.15 Security deposit
Notes receivable 346,311,612.00 Pledge
Fixed Assets 1,512,868,733.96 Mortgage
Intangible Assets 250,416,605.54 Mortgage
Receivable financing 1,044,064,293.97 Pledge
Total 3,538,980,522.62 /
4. Other Notes
□Applicable √Non-applicable
(4) Analysis of industry operational information
□Applicable √Non-applicable
30 / 272
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
Analysis of Operational Information in Automobile Manufacturing Industry
1. Production capacity
□Applicable √Non-applicable
2. Production output and quantity sold of vehicles
□Applicable √Non-applicable
3. Production output and quantity sold of automobile parts
□Applicable √Non-applicable
4. NEVs
□Applicable √Non-applicable
5. Automobile financing
□Applicable √Non-applicable
6. Other Notes
□Applicable √Non-applicable
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Ningbo Tuopu Group Co., Ltd. Annual Report 2022
(5) Investment condition
Overall analysis of external equity investments
□Applicable √Non-applicable
1. Significant equity investment
□Applicable √Non-applicable
2.Significant non-equity investment
□Applicable √Non-applicable
ⅰCondition of purchased land
On 17 January 2022, Tuopu Chassis System (Chongqing) Co., Ltd.,a wholly-owned subsidiary, won the bid for the right to use a state-owned construction land of
about 180 mu in Shapingba District, Chongqing City for a consideration of RMB 90.21 million.
On 23 February 2022, Tuopu Skateboard Chassis (Ningbo) Co., Ltd., a wholly-owned subsidiary, won the bid for the right to use two parcels of state-owned
construction land in Ningbo Hangzhou Bay New Area for a consideration of RMB 76.51 million, 30.97 million respectively, the area of two parcels is about 383 mu,
155 mu respectively;
On 11 October 2022, Tuopu Skateboard Chassis (Ningbo) Co., Ltd., a wholly-owned subsidiary, won the bid for the right to use two parcels of state-owned
construction land in Ningbo Qianwan New Area for a consideration of RMB 68.2 million, 37.32 million respectively, the area of two parcels is about 273 mu, 149
mu;
On 9 November 2022, Huzhou Tuopu Automobile Parts Co., Ltd., a wholly-owned subsidiary, won the bid for the right to use a parcel of state-owned construction
land in Changxing County, Huzhou for a consideration of RMB 61.59 million, the area of this parcel is about 152 mu.
ⅱ.Updates of investments
NO. Date of Reference Title of Main content Update of event
Signing number of announcement
announcem
ent
1 December 2021-086 Tuopu Group’s The Company and the People's Government of On 17 January 2022, Tuopu Chassis System
2021 Announcement on Shapingba District, Chongqing signed the (Chongqing) Co., Ltd., a wholly-owned
the Investment “Project Cooperation Agreement for Tuopu NEV subsidiary, won the bid for the right to use an
Intent Agreement Chassis lightweight System - Interior Trim industrial land of about 180 mu for a
Signed with Sound Insulation System Production Base”, with consideration of RMB 90.21 million. To date, the
Chongqing an intent of investing RMB 1.5 billion in main structure of the factory is under construction.
Shapingba District to construct the production
32 / 272
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
base for NEV product lines by phase.
2 August 2022 2022-072 Tuopu Group’s The Company and the Administration Committee On 30 August 2022, the Company established
Announcement on of Xinqiao International Industrial Park, Tuopu Chassis System (Anhui) Co., Ltd., a
the Investment Shouxian County, Anhui signed the "Project wholly-owned subsidiary, in Xinqiao Industrial
Intent Agreement Agreement" with the intent of investing RMB 2.5 Park, Shouxian County. As the entity of project
Signed with billion to build a NEV critical parts production implementation, the registered capital of Tuopu
Shouxian County, base in phases in Xinqiao International Industrial Chassis System (Anhui) Co., Ltd. is RMB 600
Anhui Park, Shouxian County. million. To date, the main structure of the factory
is under construction.
3 September 2022-079 Tuopu Group’s The Company and the Administration Committee On 28 February 2023, Xi’an Tuopu Automobile
2022 Announcement on of Xi’an Economic and Technological Parts Co., Ltd., a wholly-owned subsidiary, won
the Investment Development Zone signed the “Auto Parts the bid for the right to use a parcel of
Intent Agreement Production Project Landing Agreement” with the stated-owned construction land of about 120 mu
Signed with Xi’an intent of investing about RMB 3 billion to build a for a consideration of RMB 33.87 million. To
NEV critical parts production base in Xi’an date, this project is in the pre-design phase.
Economic and Technological Development
Zone.
4 September 2022-081 Tuopu Group’s The Company establishes a new wholly-owned On 31 March, TUOPU GROUP MEXICO,S.de
2022 Announcement on subsidiary TUOPU GROUP MEXICO,S.de R.L. R.L. de C.V, a wholly-owned subsidiary, signed
New de C.V in Mexico, and plans to purchase the "Land Transfer and Industrial Park Service
Establishment of a industrial land in Mexico to build a production Agreement", and acquired about 220 mu of
Wholly-owned base for NEV auto parts. industrial land in Hofusan Industrial Park in
Subsidiary in Nuevo León, Mexico for a consideration of
Mexico US$8.6541 million. The land is intended for
building an auto parts production base.
5 September 2022-082 Tuopu Group’s The Company and the Administration Committee On 9 November, Huzhou Tuopu Automobile Parts
2022 Announcement on of Changxing Economic and Technological Co., Ltd., a wholly-owned subsidiary, won the bid
the Investment Development Zone, Huzhou signed the for the right to use a parcel of state-owned
Intent Agreement “Investment Agreement” with the intent of construction land of about 152 mu in Changxing
Signed with investing about RMB 2 billion to build a NEV County, Huzhou for a consideration of RMB
Changxing, critical parts production base in Changxing 61.59 million. To date, the construction team
Huzhou Economic and Technological Development has entered the site and works on the early stage
Zone. of land leveling.
33 / 272
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
(3) Financial assets measured at fair value
□Applicable √Non-applicable
Securities investment
□Applicable √Non-applicable
PE fund investment
□Applicable √Non-applicable
Derivatives investment
□Applicable √Non-applicable
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Ningbo Tuopu Group Co., Ltd. Annual Report 2022
4. Updates on major asset reorganization and consolidation during the reporting period
□Applicable √Non-applicable
(6) Disposal of major assets and equity
□Applicable √Non-applicable
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Ningbo Tuopu Group Co., Ltd. Annual Report 2022
(7) Analysis of major controlling and participating companies
√Applicable □Non-applicable
Unit：in 10,000 Yuan
Total assets in the Total liabilities in Total net assets in Operating income in Net profit in the
Company name Registered capital
reporting period the reporting period the reporting period the reporting period current period
USHONE
ELECTRONIC 2,000.00 5,344.87 2,100.47 3,244.40 20,119.43 -487.68
CHASSIS
Tuopu Imp&Exp. 18,000.00 67,926.24 41,685.35 26,240.89 300,176.26 15,967.72
Tuopu Parts 20,000.00 178,297.70 154,195.74 24,101.97 670,005.32 3,426.39
Tuopu Acoustics
18,500.00 113,996.93 93,694.30 20,302.63 511,589.75 4,500.86
Vibration
Sichuan Tuopu 2,000.00 8,616.08 4,931.31 3,684.78 22,697.90 202.75
Yantai Tuopu 6,280.00 9,756.84 3,246.75 6,510.08 13,096.51 633.76
Pinghu Tuopu 20,800.00 30,947.51 7,950.08 22,997.43 46,273.24 3,256.48
Sichuan Maigao 15,000.00 30,918.89 7,853.74 23,065.15 32,498.52 2,538.27
Zhejiang Towin 18,000.00 60,033.53 11,032.48 49,001.05 43,013.68 3,461.90
Tuopu Mechatronic
250,000.00 515,505.57 157,382.04 358,123.53 532,725.33 55,404.88
System
Tuopu Thermal
350,000.00 432,387.76 80,117.84 352,269.92 72,374.54 3,207.51
Management
Hunan Tuopu 65,789.00 85,767.75 21,230.63 64,537.12 17,137.45 -703.44
Tuopu Chassis 51,490.00 75,046.13 20,829.69 54,216.44 33,388.94 2,957.04
Ningbo Qianhui 2,725.86 9,021.38 2,291.08 6,730.31 6,377.00 -115.99
Tuopu North
5.00 5,568.55 6,062.05 -493.50 114,166.61 -121.78
American Ltd
Tuopu Electrical
5,000.00 20,419.77 7,845.05 12,574.72 19,371.58 2,621.31
Appliances
Ningbo Borgers 2,100.00 22,613.33 6,641.65 15,971.67 40,869.73 3,121.75
36 / 272
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
(8) Structured entities controlled by the Company
□Applicable √Non-applicable
Ⅵ. Discussion and Analysis on the Future Development of the Company
(1) Industry structure and trend
√Applicable □Non-applicable
The automobile industry is placed in the situation of drastic change and far-reaching
changes are taking place in respect of industry, technology, business model, marketing
model, profit model and supply chain model.
1. A general consensus as to the revolutionary trend of "electrifying, intelligence, and
networking" in the automotive industry has been reached across the globe.And global car
makers are working towards this trend.
2. Technology-intensive companies make cars with innovative companies across
borders, stirring up a new trend in the automotive industry. Great innovators like Tesla,
who are making cars from the point of consumers, as if they were users, have made great
success. The past industrial OEM pattern has been broken down, it is time for car makers to
pinpoint a new identity and rebuild core competitiveness.
3. China is expected to get an upper hand in the electrification tide. The strategy of
swapping market share for technology leads to success in high-speed rail and electrical
appliance, but not in traditional vehicles. Now there are some opportunities for NEVs due
to the following reasons:
First, the Chinese government has been consistently promoting electrification; second,
the entrepreneurship and dividend of engineers are now prevailing in China; third, China
has technological accumulation and progress in respect of 5G, big data, artificial
intelligence, and auto piloting. If a new round of cutting-edge technologies can be applied
to the automotive industry, the technological monopoly of EU, US and Japanese old-brand
car makers will be broken down, Chinese car makers will stand on the same starting line
with global leaders and are expected to get an upper hand in the new round of competition.
4. A revolution is projected for China's auto parts industry, which will turn the past
scenario of technology hollowing, small scale, and lack of R&D and innovation. Some auto
parts giants with global competitiveness are expected to stand out of China’s auto parts
industry.
(2) Development strategy
√Applicable □Non-applicable
Amid the great revolution of the automotive industry, the Company is determined to be a
technology-intensive large platform supplier with extensive industrial landscape, intensive product
technology, impressive R&D capabilities, and a broad range of customer groups, establish Tier 0.5
cooperation with customers, lead the revolution of the relations between car makers and auto parts
37 / 272
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
suppliers, strive to be a one-hundred-billion-level giant in China’s auto parts industry and a world-class
auto parts supplier, empower the development of NEV industry, and contribute to attaining the goal of
“Carbon Peaking and Carbon Neutrality”.
1. Platform strategy. Now the Company owns 8 product lines: Automobile Vibration Control
System,Interior & Exterior System,Chasiss Lightweight System,Cabin Comfort System,Thermal
Management System,Chassis System,Air Suspension System,Intelligent Braking System. The unit price
of components per vehicle is about 30,000 and these product lines are accessible to enormous potentials
of expansion.The Company is also developing robot motion actuators, as it identifies an enormous
market potential.
2. Technology strategy. The Company adheres to R&D and innovation, enhances its R&D
capabilities of mechanics, electronic control, software and chassis tuning, increases the
technology-intensive level of products, addresses the industry-wide “bottlenecking” technical issue, and
make own contribution to the industrial development.
3. Intelligent manufacturing strategy. The Company is intensifying the efforts to implement the
digital factory strategy, improving the quality control level, process capability, automation and value
stream analysis capability through virtual simulation, and endeavoring to change the international
impression on “Made in China”.
Its geographical location in Qianwan New Area Industrial Park witnesses the rise of “Wisdom in
China”. First, many product types essentially covering all product lines; second, a wide range of
processes including stamping, forging, HP die casting, LP casting, differential pressure casting,
extrusion casting, injection molding, die pressing, precision machining, welding, painting, assembling;
third, with state-of-the-art equipment, many sorts of domestic advanced equipment and automated
production lines are densely distributed; fourth, access to leading manufacturing management practice, a
wide array of advanced manufacturing and management tools such as AGVs and digital Kanban are put
into efficient use; fifth, with products tailored for international and domestic markets. Despite with the
sharp rise of tariffs and international freight rates, the international competitiveness of “Made in China”
are highlighted. With sufficient orders, busy production activities and trucks coming in and out take on a
thriving image, leaving an impression of the rise of China as a great power and the national industry
upgrade.
4. T0.5 grade market strategy. Capitalizing on the composite strengths of platform-based enterprise
product line, R&D and QSTP (quality, service, technology, cost), the Company strives to build a new
Tier0.5 business pattern and increase the amount of components per vehicle.
With a definitive strategic goal in mind, the Company adheres to the path of in-house development
and M&A cases. Upholding the principle of “in-house startups”, the Company does not give up any
opportunities for value-added M&A cases. Especially after 2025, it is projected that many enterprises
will run into trouble due to slow-paced transition, the Company may embrace a lot of M&A
opportunities, which in turn promotes its rapid expansion.
(3)Business plan
√Applicable □Non-applicable
In 2023, the Company is anticipated to exploit the market, speed up the mass production project,
improve the management level, control cost, drive the rapid development, and prepare for attaining the
medium-term strategic goal in alignment with the predefined strategy.
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Ningbo Tuopu Group Co., Ltd. Annual Report 2022
1. Sales and market.
Relying on the composite advantages of the platform-based enterprise and adhering to Tier0.5
cooperation, the Company broadens the sphere of strategic cooperation and drives on the synchronized
development lane in reliance of coordinated product lines.
For the moment, new opportunities are arising out of the transition of international auto parts
industry, the Company is expected to pace up the international market exploitation this year.
2. New project development.
R&D efforts will be intensified to bring all product lines and projects into reality. In this year,
automotive electronic products qualified for experimental verifications and road tests, and drove to the
harvesting stage of volume production across the board.
3. Capacity landscaping.
It is scheduled to complete the construction of about 1,000 mu of land in Phase 8 and 9 of factories
based in Qianwan New Area, Chongqing, Changxing, and Xinqiao, Anhui this year. The domestic
capacity deployment has virtually wrapped up and subsequent projects will enter the harvesting period
step by step.
The penetration rate of electric vehicles in North America and Europe is relatively low, foreign car
makers are rushing the transition to NEVs, foreign auto parts manufactuers are less willing to invest, and
the transition pace is slow, so it is unlikely to fulfill the urgent needs of NEV transition. Enormous
market opportunities arising out of the international market, and the receipt of surging new orders,
motivate the Company to pool investments in Mexico. The Phase 1 construction of 220 mu will be
accelerated and it is expected that the equipment will be installed at the end of the year. In future, the
Company plans to build a 1000-mu intelligent manufacturing industrial park modeled after the Qianwan
New Area in line with the order needs. Tuopu Poland is also scheduled to expand capacity in order to
fulfill the needs of its customers for capacity boost.
To attain the profitability of international expansion, the Company has performed the following
analyses and preparations: on the one hand, the resources of NEV auto parts in the current international
market are scarce, which means reasonable prices can be guaranteed. On the other hand, the Company
has prepared well for: (1) making the facilities more automated, increasing the output per capita,
reducing labor forces and relieving managmenet pressure; (2) forming an expedition team, engaging
experienced management, process and some technical specialists in the project implementation, making
sure that the project will be put into operation on schedule and designated quality; (3) integrating the
industrial chain to address the short supply of production materials in the international market; (4)
linking and integrating management information systems for the sake of controlled and compliant
activities.
4. Cost control.
Efforts will be made to promote the budget control system and lean production system for cost
cut-down.Specific management will be available for new factories to put production into operation and
transit from loss to profit as soon as practicable.
5. Intelligent manufacturing.
Efforts will be continued to boost the construction of digital benchmark factories. And the full-scale
volume production of automotive electronics will be realized.In addition, other works undertaken by the
Company, including quality control, lean production, system innovation, are pushed forward.
(4) Potential risks
√Applicable □Non-applicable
39 / 272
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
1. Exchange rate, tariffs, fluctuations in material prices, and price reduction requested by customers
may expose business operations to risk. The Company intends to resolve these risks by enhancing
overall competitiveness. In the course of 40 years after founding,Pulling through a plurality of risks as
mentioned above, the Company keeps good business performance and development momentum, and
establishes a full set of risk control systems based on the accumulated experience.
2. The NEVs track in which the Company is currently engaged has been fully recognized by
governments and the industry community and put into practice, with proven signs of right direction and
bright future. For this reason, there is no risk borne in the strategic direction and investments.
(5)Others
□Applicable √Non-applicable
VII. Explanation on the circumstances and reasons why the Company did not disclose under the
standards due to inapplicability of the standards or special reasons such as state secrets and
business secrets
□Applicable √Non-applicable
Section 4 Corporate Governance
I. Notes to Corporate Governance
□Applicable □Non-applicable
The Company acted in strict compliance with the "Company Law", "Securities Law", relevant
regulations of CSRC and SSE, and the provisions under the "Articles of Association", in order to
improve the corporate governance structure, improve internal control system, and operate the internal
control system. General meeting, Board of Directors, Board of Supervisors, independent directors and
the management operated precisely by following the internal control procedure, in order to secure the
legitimate rights and interests of the Company and its shareholders.
1. Shareholders and General Meeting
The shareholders reviews the events to the extent permitted in the functions and powers of general
meeting under the relevant provisions, the “Articles of Association” and the “Rules of Proceedings of
General Meeting”, and appoints lawyers to witness the procedures of holding and convening the general
meeting and to maintain the legitimate rights and interests of the shareholders, especially the minority
shareholders. The Company holds the general meeting in the form of internet voting and polling and the
procedures of convening and holding the general meeting and voting at the general meeting are legal and
valid.During the reporting period, significant matters including amendments to the Articles of
Association, regular reports, profit distribution, re-appointment of auditor, related party transactions,
utilization of proceeds, by-election of directors, changes and extensions of PE investment projects, and
the initiation of non-public offerings were considered and decided at the general meeting.
2. Controlling Shareholders and Listed Companies
The controlling shareholder, actual controller and the related parties of the Company exercise their
powers and assume obligations under the applicable laws and regulations, and there is no activity that
directly or indirectly interferes with the business operations beyond the general meeting. During the
reporting period, the Company did not provide a guarantee for the controlling shareholder and its
affiliates, nor did the controlling shareholder occupy the funds of the Company.
3. Directors and Board of Directors
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Ningbo Tuopu Group Co., Ltd. Annual Report 2022
The Board of Directors consists of 9 directors including 3 independent directors. Four special
committees, Strategy and Investment Committee, Auditing Committee, Nomination Committee, and
Remuneration and Assessment Committee, are affiliated under the Board of Directors. The Board of
Directors and special committees have laid down the rules of proceedings. Directors are able to present
at the meeting of Board of Directors, perform due diligence, earnestly maintain the legitimate rights and
interests of the Company and all shareholders on time under the “Articles of Association” and other
applicable laws and regulations.
4. Supervisors and Board of Supervisors
The Board of Supervisors consists of 3 supervisors including 1 supervisor as staff representative, and has
laid down the “Rules of Proceedings of Board of Supervisors”. The supervisors earnestly performed
their duties, and to hold accountable for shareholders, they oversaw significant matters including
amendment to the Articles of Association, placement of guarantee to subsidiaries, regular reports, major
production and operation decisions, use of proceeds, the initiation of non-public offerings, and related
party transactions, and fulfilled the supervisory role of the Board of Supervisors.
5. Officers
During the reporting period, officers have performed due diligence in accordance with the Articles
of Association, to the extent authorized by the general meeting and Board of Directors and permitted by
the rules and regulations of the Company.
6. Information Disclosure and Transparency
The Company discloses relevant information in a true, accurate, complete, timely and fair manner
exactly under the "Guidelines for Governance of Listed Companies", "Rules Governing the Listing of
Shares", "Articles of Association" and "Information Disclosure Management System" and other
applicable regulations. The portal site designated by the Company for its information disclosure is the
SSE website and the newspaper designated for its information disclosure is Securities Times.\
7. Insider Information Control
With the “Insider Registration Management System” available, the Company intensifies the insider
information management practice and specifies the registration and filing process of insiders, which in
turn paves the way for proper confidentiality of insider information. During the reporting period, the
Company controls the route and scope of transmitting insider information, make sure that information is
disclosed fairly, and maintain the legitimate rights and interests of investors exactly in accordance with
the “Insider Registration Management System”.
Whether there is a material difference concerning corporate governance provisions between
corporate governance and laws, administrative regulations, and CSRC regulations on listed company
governance; in case of material difference, state the reason.
□Applicable √Non-applicable
II.Measures taken by the controlling shareholder and actual controller of the Company to maintain the
independence of the company-specific assets, persons, finance, organization and business, as well as the
solutions, updates on work and follow-up plans that are anticipated to influence its independence
□Applicable √Non-applicable
Conduct of the same or similar business as the Company by the controlling shareholder, actual
controller and other entities under their respective control, influence of peer-to-peer competition or the
drastic changes of peer-to-peer competition on the Company, countermeasures taken, updates on
solution and follow-up solution plan.
□Applicable √Non-applicable
III. Brief Information about General Meetings
The search index Date of
Date of
Session of the specified disclosure to Resolution
convention
website to publication of
41 / 272
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
publish resolutions
resolutions
2022 first February 10, www.sse.com.cn February 11, More details are
extraordinary 2022 2022 available in “Bulletin
general meeting on Resolutions of the
2022 First
Extraordinary
General Meeting of
Tuopu Group
(Bulletin #:
2022-010).
2021 general May 19, 2022 www.sse.com.cn May 20, 2022 More details are
meeting available in “Bulletin
on Resolutions of the
2021 General
Meeting of Tuopu
Group (Bulletin #:
2022-040).
2022 second June 20,2022 www.sse.com.cn June 21,2022 More details are
extraordinary available in “Bulletin
general meeting on Resolutions of the
2022 Second
Extraordinary
General Meeting of
Tuopu Group
(Bulletin #:
2022-040).
2022 third December 28, www.sse.com.cn December 29, More details are
extraordinary 2022 2022 available in “Bulletin
general meeting on Resolutions of the
2022 Third
Extraordinary
General Meeting of
Tuopu Group
(Bulletin #:
2022-095).
Preferred shareholders whose voting rights have been restored request to convene an
extraordinary general meeting
□Applicable √Non-applicable
Note to General Meeting
√Applicable □Non-applicable
During the reporting period, the Company held three general meetings. These meetings are convened
and held under the applicable laws, regulations and these "Articles of Association"; the persons present
at and convening such meetings hold legal and valid qualifications; the voting procedure is consistent
with the applicable relevant laws, regulations, normative documents and these "Articles of Association".
The voting results are legal and valid.
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Ningbo Tuopu Group Co., Ltd. Annual Report 2022
IV. Information About Directors, Supervisors and Officers
(1) Changes in shares held and remuneration of current and resigned directors, supervisors and officers during the reporting period
√Applicable □Non-applicable
Unit：Shares
Total Whether
pre-tax receive
remunerati remunerat
Increas on ion from
Number of Reason
Number of e/Decr received related
Date of shares held for
Date of shares held ease in from the parties of
Name Capacity (Note) Gender Age taking at the increas
leaving at the end of shares Company the
office beginning e/decre
the year in the during the Company
of the year ase
year reporting
period (in
10,000
Yuan)
Wu Jianshu Chairman, Director Male 59 2020-10-19 2023-10-18 7,210,308 7,210,308 0 0 No
Wang Bin Chairman, Male 48 2020-10-19 2023-10-18 300 No
Managing Director
Pan Xiaoyong Chairman, Vice Male 42 2020-10-19 2023-10-18 500 No
general manager
Wu Weifeng Chairman, Vice Male 45 2020-10-19 2023-10-18 350 No
general manager
Jiang Kaihong Chairman, Vice Male 52 2020-10-19 2023-10-18 200 No
general manager
Wang Weiwei Male 39 2022-02-10 2023-10-18 150 No
[Note 1] Director
Zhou Ying Independent director Female 46 2020-10-19 2023-10-18 5 No
Zhao Xiangqiu Independent director Female 53 2020-10-19 2023-10-18 5 No
Wang Yongbin Independent director Male 66 2020-10-19 2023-10-18 5 No
Wang Board Secretary Male 44 2020-10-19 2023-10-18 65 No
Mingzhen
Yan Qunli Board Chairman, Male 51 2020-10-19 2023-10-18 70 No
43 / 272
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
Supervisor
Duan Supervisor Male 41 2020-10-19 2023-10-18 90 No
Xiaocheng
Li Weiguo Staff representative, Male 50 2022-03-14 2023-10-18 26 No
[Note 2] supervisor
Hong Tieyang Financial Director Male 45 2020-10-19 2023-10-18 55 No
Wang Staff representative, Male 42 2020-10-19 2022-03-14 3.68 No
Chengcai(left) supervisor
Total / / / / / 7,210,308 7,210,308 / 1,824.68 /
Note 1: On 10 February 2022, Mr. Wang Weiwei was approved by the 2022 first extraordinary general meeting on February 10, 2022 and appointed as a director of
the Fourth Board of Directors in additional election;
Note 2: On 14 March 2022, Mr. Li Weiguo was approved by the congress of workers and staff and appointed as a supervisor of the Fourth Board of Supervisors in
by-election.
Name Working Experience
Wu Formerly as Chairman of Ningbo Tuopu Vibration Control System Co., Ltd., Chairman of Ningbo Tuopu Soundproof System Co., Ltd., Chairman of
Jianshu Ningbo Tuopu Coupling Co., Ltd., Chairman of Ningbo Tuopu Automobile Special Rubber Co., Ltd., Chairman of Ningbo Tuopu Brake System Co.,
Ltd. Currently in the capacity of Chairman of MECCA INTERNATIONAL HOLDING (HK) LIMITED, Chairman and Director of the Company.
Wang Bin Formerly as Vice general manager of Ningbo Economic and Technological Development Zone Tuopu Industrial Co., Ltd., Director and General
manager of Ningbo Tuopu Vibration Control System Co., Ltd., General manager of Ningbo Tuopu Import and Export Co., Ltd., Vice general manager
and Director of Ningbo Tuopu Brake System Co., Ltd. Currently in the capacity of Director and General manager of the Company.
Pan Formerly as Vice President of Ningbo Tuopu Acoustics Vibration Technology Co., Ltd., Manager of System Development Department of Ningbo
Xiaoyong Tuopu Acoustics Vibration Technology Co., Ltd., and Director of Ningbo Tuopu Brake System Co., Ltd. Currently in the capacity of President of
Ningbo Ushone Electronic Chassis Co., Ltd. and Director and Deputy GM (Vice President) of the Company.
Wu Formerly as Director of of Ningbo Tuopu Acoustics Vibration Technology Co., Ltd., General manager of Ningbo Tuopu Automobile Special Rubber
Weifeng Co., Ltd., General manager of Ningbo Bahe Mould Co., Ltd., Vice general manager of Ningbo Tuopu Soundproof System Co., Ltd., Vice general
manager and Director of Ningbo Tuopu Brake System Co., Ltd. Currently in the capacity of Director and Vice general manager of the Company.
Jiang Formerly as Manager of Engineering Department of Ningbo Economic and Technological Development Zone, Director of R&D Center of Ningbo
Kaihong Tuopu Vibration Control System Co., Ltd., President of Ningbo Tuopu Automobile Parts Co., Ltd., Vice President of Electronic System Division of
Ningbo Tuopu Brake System Co., Ltd.Currently in the capacity of Director and Deputy GM (Vice President) of the Company, and Senior General
Manager of Ningbo Ushone Electronic Chassis Co., Ltd.
Wang Formerly as General manager of Intelligent braking system and Stability Control System of Ningbo Tuopu Group Co., Ltd., currently in the capacity of
Weiwei Director of the Company, General Manager of Brake System of Ningbo Ushone Electronic Chassis Co., Ltd.
Zhou Ying CPA, CPV. Formerly worked in Beilun Finance Bureau, currently serve Ningbo Donghai Accounting Firm. Currently in the capacity of independent
44 / 272
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
director of the Company.
Zhao Formerly as a practicing lawyer in Zhejiang Fanxin Law Firm, currently as a lawyer, partner and executive director of Zhejiang Yahui Law Firm.
Xiangqiu Currently as a lawyer and partner of Zhejiang Tai’an Law Firm. Currently as an independent director of the Company.
Wang Formerly taught in Zhejiang Agricultural University at Ningbo after graduation, formerly as a professor of machinery at Zhejiang Wanli University,
Yongbin the first tutor of master candidates, General manager of the Institute of Mechatronic System Technology, Director of Mechatronic System Technology
Laboratory, now retired. Currently as an independent director of the Company, concurrently hold the office of independent director in Ningbo Jifeng
Auto Parts Co., Ltd. (603997.SH), NBTM New Materials Group Co., Ltd. (600114.SH), Zhejiang LERA New Energy Power Technology Co., Ltd.,
and Ningbo Da Zhi Machine Technology Co., Ltd.
Wang Formerly as General manager of Ningbo Tuopu Import and Export Co., Ltd.., Supervisor of Ningbo Tuopu Group Co., Ltd. Currently as Board
Mingzhen Secretary of the Company.
Yan Qunli Formerly as Director of Mold Center, Project Manager of Engineering Department and Manager of Engineering Department of Ningbo Ningbo
Economic and Technological Development Zone Tuopu Industrial Co., Ltd., Vice general manager of Marketing of Ningbo Tuopu Automobile Parts
Co., Ltd., General manager of Vibration Control System NO.1 Department of Ningbo Tuopu Brake System Co., Ltd., and Director and Vice general
manager of Ningbo Tuopu Brake System Co., Ltd. Current as the chairman of Board of Supervisors of the Company.
Duan Formerly as System Integration Section Chief of Ningbo Tuopu Acoustics Vibration Technology Co., Ltd., Chief Engineer of R&D Center of Ningbo
Xiaocheng Tuopu Group Co., Ltd., and Vice President of R&D Center of Ningbo Tuopu Group Co., Ltd. Currently in the capacity of President of Powertrain and
Chassis Division and Supervisor of the Company.
Li Weiguo Formerly as Planning Director and Group Management Representative of Ningbo Tuopu Group Co., Ltd. Currently as Managing Director of
Management Department and Staff Representative Supervisor of the Company.
Hong Formerly as Financial Officer of Ningbo Huazhong Plastic Products Co., Ltd., Project Manager of Ningbo Zhongcheng Tax Accountant Firm, and
Tieyang Financial Manager of Ningbo Tuopu Group Co., Ltd. Currently as Financial Director of the Company.
Wang Holder of Master Degree of Laws, Economist. Formerly as a lecturer at the School of Humanities and Social Sciences of Jingchu Institute of
Chengcai Technology, part-time lawyer at Hubei Fazhixing Law Firm, legal counsel assistant of China Youngman Automobile Group Co., Ltd., legal specialist
of SELF Electronics Co., Ltd., Manager of Legal Department of Ningbo Cixing Co., Ltd.Supervisor and Legal Director of the Company, left Tuopu
Group on 14 March 2022.
Other Notes
□Applicable √Non-applicable
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Ningbo Tuopu Group Co., Ltd. Annual Report 2022
（2）Office held by current and resigned directors, supervisors and officers during the reporting
period
1. Office held in corporate shareholder
√Applicable □Non-applicable
Name of Office held in
Date of office Date of end of
persons in Name of corporate shareholder corporate
held office
office shareholder
Wu MECCA INTERNATIONAL Chairman 2008-07-21
Jianshu HOLDING （HK） LIMITED
Note to No
office
held in
corporate
sharehold
er
2. Office held in other entities
√Applicable □Non-applicable
Date of Date of
Name of persons Office held in
Name of other entity office end of
in office other entity
held office
Zhou Ying Ningbo Donghai Accounting Firm Manager
Zhao Xiangqiu Zhejiang Yahui Law Firm Lawyer, partner
Wang Yongbin Ningbo Jifeng Auto Parts Co., Ltd. Independent
director
Wang Yongbin NBTM New Materials Group Co., Ltd. Independent
director
Wang Yongbin Zhejiang LERA New Energy Power Independent
Technology Co., Ltd. director
Wang Yongbin Ningbo Da Zhi Machine Technology Co., Independent
Ltd. director
Notes to office No
held in other
entities
（3）Remuneration of Directors, Supervisors and Officers
√Applicable □Non-applicable
Decision-making procedure as to Under the “Articles of Association”, the remuneration of directors
the remuneration of directors, and supervisors is decided at the general meeting; the remuneration
supervisors and officers of officers is decided by the Board of Directors.
Basis for fixing the remuneration Fixed according to the industry and local conditions, by referring to
of directors, supervisors and the comparable standard of similar listed companies and the actual
officers condition of the Company, where applicable
Actual payment of the During the reporting period, the remunerations of directors,
remuneration of directors, supervisors and officers have been paid.
supervisors and officers
Total remuneration received by all RMB 18.2468 million
directors, supervisors and officers
at the end of the reporting period
（4）Changes in directors, supervisors and officers
√Applicable □Non-applicable
Name Office held Changes Reason for change
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Ningbo Tuopu Group Co., Ltd. Annual Report 2022
Wang Weiwei Director Elected Director appointed in additional
election
Li Weiguo Staff representative Elected Appointed in by-election after
supervisor the former staff representative
supervisor resigned
Wang Chengcai Staff representative left Resigned
supervisor
(5)Notes to punishments imposed by securities regulatory institutions over the past three years
□Applicable √Non-applicable
(6)Others
□Applicable √Non-applicable
V. Information about the Board of Directors held during the reporting period
Date of
Session Resolution
convention
The Fourth 2022-1-20 The following proposals were considered and passed:
Board of 1. "Proposal on Amending the Articles of Association"
Directors 2. "Proposal on Amending the Rules of Procedure of the Board of
The Sixteenth Directors"
Meeting 3. "Proposal on the By-election of Directors "
4. "Proposal on Calling for the Convention of the First Extraordinary
General Meeting of Shareholders in 2022"
The Fourth 2022-1-29 The following proposals were considered and passed:
Board of 1. "Proposal on Establishing Wholly-owned Subsidiaries"
Directors 2. "Proposal on Bidding for the Right to Use State-owned Construction
The Land"
Seventeenth
Meeting
The Fourth 2022-4-13 The following proposals were considered and passed:
Board of 1. "Proposal on the Work Report of the Board of Directors in 2021"
Directors 2. "Proposal on the Work Report of Independent Directors in 2021"
The Eighteenth 3. "Proposal on the Work Report of the Audit Committee of the Board
Meeting of Directors in 2021"
4. "Proposal on the Work Report of General Manager in 2021"
5. "Proposal on the Annual Financial Final Account Report in 2021"
6. "Proposal on the Internal Control Evaluation Report in 2021"
7. "Proposal on the Deposit and Use of Raised Funds in 2021"
8. "Proposal on Applying for Credit Lines from Banks and Non-bank
Financial Institutions in 2022"
9. "Proposal on Initiating Bill Pool Business in 2022"
10. "Proposal on the Renewal of Auditing Institutions in 2022"
11. "Proposal on the Accrual of Goodwill Impairment Provisions"
12. "Proposal on Profit Distribution in 2021"
13. "Proposal on the Full Text and Abstract of the 2021 Annual
Report"
14. "Proposal on Confirming Related Party Transactions in 2021"
15. "Proposal on Forecasting Daily Connected Transactions in 2022"
16. "Proposal on Entrusting Financial Management with Certain
Temporarily Idle Proceeds"
17. "Proposal on Using Part of Temporarily Idle Proceeds to
Supplement Working Capital"
18. "Proposal on Initiating Financial Lease Sale and Leaseback
Business"
19. "Proposal on Amending the Rules of Procedure of the General
47 / 272
Ningbo Tuopu Group Co., Ltd. Annual Report 2022
Meeting"
20. "Proposal on Amending the Proceeds Management System"
21. "Proposal on Amending the "
22. "Proposal on Amending the Rules of Procedure of the Audit
Committee of the Board of Directors"
23. "Proposal on Amending the Rules of Procedure of the Strategy and
Investment Committee of the Board of Directors"
24. "Proposal on Amending the Rules of Procedure of the Nomination
Committee of the Board of Directors"
25. "Proposal on Amending the Rules of Procedure of the
Remuneration and Assessment Committee of the Board of Directors"
26. "Proposal on Proposal to Convene the 2021 Annual General
Meeting"
The Fourth 2022-4-21 The following proposal was considered and passed:
Board of 1. "Proposal on <2022 First Quarter Report>"
Directors
The Nineteenth
Meeting
The Fourth 2022-5-27 The following proposals were considered and passed:
Board of 1. "Proposal on Changing Certain Investment Projects Utilizing
Directors Proceeds"
The Twentieth 2. "Proposal on Adjusting the Schedule of Certain Investment Projects
Meeting Utilizing Proceeds "
3. "Proposal on Convening the Second Extraordinary General Meeting
in 2022"
The Fourth 2022-7-11 The following proposals were considered and passed:
Board of 1. "Proposal on Further Clarifying the Public Issuance of Convertible
Directors Corporate Bonds"
The 2. "Proposal on Public Issuance of Convertible Corporate Bonds"
Twenty-first 3. "Proposal on Establishing a Special Account for Proceeds from the
Meeting Public Issuance of Convertible Corporate Bonds and Executing an
EscrowAgreement"
The Fourth 2022-8-12 The following proposals were considered and passed:
Board of 1. "Proposal on Adding Entrusted Financail Management Limit of Idle
Directors Proceeds"
The 2. "Proposal on Temporarily Supplementing the Limit of Working
Twenty-second Capital with Additional Idle Proceeds"
Meeting 3. "Proposal on Capital Increase of Wholly Owned Subsidiaries"
4. "Proposal on Using Proceeds to Replace Self-raised Funds
Pre-invested in Proceeds Investment Projects"
5. "Proposal on Using an Equivalent Amount of Proceeds to Replace
Bank Acceptance Bills Pre-invested in Proceeds Investment Projects "
The Fourth 2022-8-24 The following proposals were considered and passed:
Board of 1. "Proposal on "
Directors 2. "Proposal on Bidding for the Right to Use State-owned Construction
The Land"
Twenty-sixth
Meeting
The Fourth 2022-12-9 The following proposals were considered and passed:
Board of 1. "Proposal on Qualifying for Non-public Issuance of Stocks"
Directors 2. "Proposal on the 2022 Non-public Issuance of Stock Plan"
The 3. "Proposal on "
Meeting 4. "Proposal on the Feasibility Analysis Report on the Use of Proceeds
from Non-public Issuance of Stocks"
5. "Proposal on the Special Report on the Use of Previous Proceeds"
6. "Proposal on the non-public offering of stocks to dilute immediate
returns and take filling measures and related subject commitments"
7. "Proposal on Proposing to the General Meeting of Shareholders to
Authorize the Board of Directors and its Authorized Persons to Handle
Matters Concerning the Non-public Issuance of Stocks"
8. "Proposal on Convening the Third Extraordinary General Meeting
of Shareholders in 2021"
VI.Performance of Duties by Directors
(1)Information about the presences of directors in board meeting and general meeting
Presenc
es in
Presences in board meeting general
meetin
g
Whether
Name Number
as Whether
of of
independ failed to
direct mandato Number of Number
ent Numb present
or ry Number of attendances of Numbe
director er of in two
attendan attendances by attendan r of
absenc consecuti
ces in in person communicat ces by presenc
es ve
board ion means proxy es
meetings
meeting
in person
this year
Wu No 12 12 0 0 0 No 4
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Ningbo Tuopu Group Co., Ltd. Annual Report 2022
Jians
hu
Wang No 12 12 0 0 0 No 4
Bin
Pan No 12 12 1 0 0 No 4
Xiaoy
ong
Wu No 12 12 0 0 0 No 4
Weife
ng
Jiang No 12 12 0 0 0 No 4
Kaiho
ng
Wang No 10 10 1 0 0 No 3
Weiw
ei
Zhou Yes 12 12 0 0 0 No 4
Ying
Zhao Yes 12 12 0 0 0 No 4
Xiang
qiu
Wang Yes 12 12 0 0 0 No 4
Yong
bin
Notes to failure to be present in two consecutive meetings board meetings
□Applicable √Non-applicable
Number of board meetings convened in the year 12
Including: number of on-site meetings 10
Number of meetings convened by communication 0
means
Number of meetings convened on site by 2
communication means
(2) Information about the objections raised by directors against related matters
□Applicable √Non-applicable
(3)Others
□Applicable √Non-applicable
VII. Information about Special Committees under the Board
√Applicable □Non-applicable
√适用 □不适用
(1) . Members of special committees under the Board of Directors
Category of Special
Name of Member
Committees
Auditing Committee Zhou Ying(Chairman, Convenor)、Wang Yongbin、Wang Bin
Nomination Committee Wang Yongbin(Chairman, Convenor)、Zhao Xiangqiu、Wu Jianshu
Remuneration and
Zhao Xiangqiu(Chairman, Convenor)、Zhou Ying、Wu Jianshu
Assessment Committee
Strategy Committee Wang Bin(Chairman, Convenor)、Pan Xiaoyong、Wu Weifeng
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Ningbo Tuopu Group Co., Ltd. Annual Report 2022
(2) Four meetings held by the Auditing Committee during the reporting period
Other
Circumstances
Date of
Session Key Opinions and Suggestions about
convention
Performance
of Duties
April 2, The Fourth Board The following items were discussed and passed:
2022 of Directors 1. "Proposal on the Work Report of the Audit
The Sixth Committee of the Board of Directors in 2021"
Working Meeting 2. "Proposal on the 2021 Annual Financial Final
of the Auditing Account Report"
Committee 3. "Proposal on the 2021 Internal Control
Evaluation Report"
4. "Proposal on the Deposit and Use of Proceeds in
2021"
5. "Proposal on Reappointment of Auditor for
2022"
6. "Proposal on the Accrual of Goodwill
Impairment Provisions"
7. "Proposal on Profit Distribution in 2021"
8. "Proposal on the Full Text and Abstract of the
2021 Annual Report"
9. "Proposal on Recognizing Related Party
Transactions in 2021"
10. "Proposal on Forecasting Daily Related Party
Transactions in 2022"
11. "Proposal on Entrusting Financial Management
with Certain Temporarily Idle Proceeds"
12. "Proposal on Using Part of Temporarily Idle
Proceeds to Supplement Working Capital"
13. "Proposal on Amending the Rules of Procedure
of the Audit Committee of the Board of Directors"
April 11, The Fourth Board The following items was discussed and passed:
2022 of Directors 1. "Proposal on "
The Seventh
Working Meeting
of the Auditing
Committee
August 12, The Fourth Board The following items were discussed and passed:
2022 of Directors 1. "Proposal on and its summary"
Working Meeting 2. "Proposal on
