Stock Code: 601689 Abbr.: Tuopu Group
Ningbo Tuopu Group Co. Ltd.Annual Report 2025
March 2026Ningbo Tuopu Group Co. Ltd. Annual Report 2025
Important Notes
I. The Board of Directors 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
2177193151.82 in 2025 after a statutory surplus reserve at RMB 217719315.18 is withdrawn at 10%
of the realized net profit the profit available for distribution in the year is RMB 1959473836.64; with
the undistributed profit at the beginning of the year at RMB 4370987446.09 added and the cash
dividends at RMB 901936666.03 distributed in 2025 deducted the cumulative profit available for
distribution at the end of 2025 is RMB 5428524616.70.Based on the relevant laws regulations and the provisions of the Company’s Articles of
Association the Company’s profit distribution proposal for 2025 is as follows: Based on the total
number of shares registered on the record date for the implementation of the equity distribution a cash
dividend of RMB 4.90 (tax inclusive) per 10 shares will be distributed to all shareholders.As of December 31 2025 the Company’s total number of shares was 1737835580. The net profit
attributable to ordinary shareholders of the listed company in the consolidated financial statements for
2025 was RMB 2779071103.34. The total cash dividend proposed to be distributed is RMB
851539434.20 (tax inclusive) which based on this calculation accounts for 30.64% of the net profit
attributable to ordinary shareholders of the listed company in the annual consolidated financial
statements. The remaining undistributed profit will be carried forward to the following year.Should the Company’s total number of shares change during the period from the disclosure date of
this profit distribution proposal to the equity registration date for the implementation of the distribution
2 / 309Ningbo Tuopu Group Co. Ltd. Annual Report 2025
the Company intends to maintain the above-mentioned cash dividend of RMB 4.90 (tax inclusive) per 10
shares unchanged and adjust the total cash dividend amount accordingly.The above profit distribution proposal is subject to approval by the Company’s shareholders’
meeting.As of the end of the reporting period the parent company had accumulated losses that were not
yet fully covered. The relevant details and the impact on matters such as the Company’s profit
distribution are as follows:
□ Applicable √ Not applicable
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 developmentof the Company and the realization of its business objectives herein.Refer to “Section 3 Discussion andAnalysis of Operation Conditions”
XI. Others
□ Applicable √ Not applicable
3 / 309Ningbo Tuopu Group Co. Ltd. Annual Report 2025
Contents
Section 1 Definitions ............................... 5
Section 2 Company Profile and Key Financial Indica... 5
Section 3 Management Discussion and Analysis ....... 11
Section 4 Corporate Governance Environment and Soc...46
Section 5 Significant Events ........................62
Section 6 Changes in Shares and Shareholders ........98
Section 7 Information of Corporate Bonds .......... 107
Section 8 Financial Report ........................ 109
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 by
Reference CSRC during the reporting period.
4 / 309Ningbo Tuopu Group Co. Ltd. Annual Report 2025
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 Ningbo Tuopu Group Co. Ltd.to
MECCA HK Refers MECCA INTERNATIONAL HOLDING (HK) LIMITED
to the controlling shareholder of the Company
Ningbo Zhuyue Refers The wholly-owned sub-subsidiary of the controlling
to shareholder MECCA INTERNATIONAL HOLDING (HK)
LIMITED
Paishe Property Refers The wholly-owned sub-subsidiary of the controlling
to shareholder MECCA INTERNATIONAL HOLDING (HK)
LIMITED
Reporting Period Refers From January 1 2025 to December 31 2025
to
Board of Directors Board of Refers Board of Directors Board of Supervisors General Meeting
Supervisors General Meeting of to Shareholders' Meeting of Shareholders of Ningbo Tuopu
Shareholders Shareholders' Group Co. Ltd.Meeting
1.00 Yuan 10000 Yuan 100 Refers ￥1.00 ￥10000.00 ￥100000000.00
million Yuan to
Convertible bonds Refers Convertible corporate bonds
to
CSRC Refers China Securities Regulatory Commission
to
SSE Refers Shanghai Stock Exchange
to
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
5 / 309Ningbo Tuopu Group Co. Ltd. Annual Report 2025
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
IV. Information Disclosure and Location
Media Name and Website where The Company China Securities Journal
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
Accounting firm Name BDO China Shu Lun Pan Certified Public
appointed by the Accountants LLP (Special General Partnership)
Company Office Address 5/F 61 East Nanjing Rd Shanghai
(domestic) Name of Undersigned Yu Weiying Tang JihongAccountants
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 YanWan Peng
continuous sponsor’s representatives
supervision in Period of continuous From 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
Key Increase/decrease 2023
Accounting 2025 2024 compared with
Data previous year (%) After change Before change
Operating
29581458675.2726600328450.9411.2119700560430.0019700560430.00
income
Net profit
attributable to
shareholders 3151599221.70 3421259441.86 -7.88 2462289724.32 2462289724.32
of the listed
Company
6 / 309Ningbo Tuopu Group Co. Ltd. Annual Report 2025
Net profit
attributable to
shareholders
of the listed
company after 2779071103.34 3000605982.24 -7.38 2150642258.47 2150642258.47
deducting
non-recurring
gains and
losses
Net cash flow
generated by
2611072946.872728318259.04-4.302021006456.662021006456.66
operational
activities
At the year At the year end of Increase/decrease At the year end of 2023
end of 2025 2024 compared withprevious year (%) After change Before change
Net assets
attributable to
shareholders 24097986619.12 19550263949.66 23.26 13784379600.93 13784379600.93
of the listed
company
Total assets 43934595369.02 37543871905.42 17.02 30769771206.88 30769771206.88
(2) Key Financial Indicators
Increase/decrease 2023
Key Financial Indicators 2025 2024 compared withprevious year After
(%) change Before change
Basic Earnings per Share
(RMB/Share) 1.61 1.79 -10.06 1.35 1.95
Diluted Earnings per Share
(RMB/Share) 1.61 1.78 -9.55 1.35 1.95
Basic Earnings per Share after
deducting non-recurring gains 1.51 1.62 -6.79 1.26 1.83
and losses (RMB/Share)
Weighted Average ROE 12.37 16.56 Decrease by4.19% 16.61 16.61
Weighted Average ROE after
deducting non-recurring gains 11.66 15.05 Decrease by
and losses (%) 3.39%
15.6115.61
Notes to the key accounting data and financial indicators over the previous three years at the end of the
reporting period
√Applicable □Non-applicable
Approved at the 2023 Annual General Meeting of Shareholders the Company’s profit distribution and
capital reserve capitalization proposal for 2023 was as follows: Based on the Company’s total share
capital of 1162775947 shares prior to the implementation of the plan a cash dividend of RMB 0.556
(tax inclusive) per share was distributed and 0.45 share per share was capitalized to all shareholders
from the capital reserve. In total a cash dividend of RMB 646503426.53 was distributed and
523249176 shares were capitalized. Following this capitalization the Company’s total share capital
became 1686025109 shares.
7 / 309Ningbo Tuopu Group Co. Ltd. Annual Report 2025
The ex-right date for the above equity distribution plan was July 18 2024 and the additional shares
arising from the capitalization of capital reserves were listed for trading on July 19 2024. In accordance
with the relevant provisions of Accounting Standards for Business Enterprises No. 34 – Earnings Per
Share after the implementation of the capital reserve capitalization to ensure comparability of
accounting indicators between periods the Company recalculated and restated the earnings per share for
2023 taking into account the number of shares capitalized.
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
(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 2025 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 5767593240.00 7167034359.03 7993567123.62 8653263952.62
Net profit
attributable to
shareholders of 565467923.13 729460404.80 671616308.85 812526466.56
the listed company
Net profit
attributable to
shareholders of
the listed company 486600461.87 674995430.77 654827244.35 794649809.88
after deducting
non-recurring
gains and losses
Net cash flow
generated by
operating 887754726.36 1568516521.89 514734923.14 1511083956.87
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 Amount in Note Amount Amount
Losses Items 2025 (ifapplicable) in 2024 in 2023
Gains and losses on disposal of -3192523.05 -19860458.72 -8196144.37
8 / 309Ningbo Tuopu Group Co. Ltd. Annual Report 2025
non-current assets including the
write-off of the reserves for asset
impairment
Government grants recognized in
profit or loss for the current
period except for government
grants that are closely related to
the Company's normal business
operations in compliance with 175836244.04 275800172.93 154398450.86
national policies and in
accordance with defined criteria
and that have a continuous
impact on the Company's profit
or loss
Gains and losses arising from
changes in the fair value of
financial assets and financial
liabilities held by non-financial
enterprises and gains and losses
arising from the disposal of 25061232.65 39525563.52 5949475.57
financial assets and financial
liabilities except for effective
hedging business related to the
Company's normal operating
business
Capital occupancy fees charged
to non-financial enterprises
recognized as current profit or
loss
Gains and losses on entrusted
investment or asset management
Gains and losses on entrusted
investment or asset management
Gains and losses on entrusted
external loans
Losses on assets due to force
majeure factors such as natural
disasters
Reversal of provision for
impairment of receivables
individually tested for 1752562.00
impairment
Gain arising from the excess of
the cost of investment in
subsidiaries associates and joint
ventures over the fair value of 21901496.20
the investee's identifiable net
assets at the time of investment
acquisition
Net profit or loss of subsidiaries
for the period from the beginning
of the period to the date of
consolidation arising from a
business combination under the
same control
Gain or loss on exchange of
9 / 309Ningbo Tuopu Group Co. Ltd. Annual Report 2025
non-monetary assets
Gains or losses on debt
restructuring
One-time costs incurred by the
enterprise due to the fact that the
relevant business activities are
no longer continuing such as
expenditures for the relocation of
employees
One-time impact on current
profit or loss due to adjustments
in tax accounting and other laws
and regulations
One-time recognition of
share-based payment expenses
due to the cancellation or
modification of the share
incentive plan
For cash-settled share-based
payments gains or losses arising
from changes in the fair value of
employee compensation payable
after the feasible date of
entitlement
Gains or losses arising from
changes in the fair value of
investment properties
subsequently measured using the
fair value model
Gains or losses arising from
transactions where the
transaction price is significantly
less than fair value
Gains or losses arising from
contingencies not related to the
Company's normal business
operations
Custody fee income from
entrusted operations
Non-operating income and
expenses other than the above 287717.12 696245.94 1538566.49
Other gains and losses items that
fit the definition of non-recurring
gains and losses
Less：Impact of income tax 31807607.73 45731889.540 24244688.81
Amount of influence of
minority shareholders' equity -60531.44 43407.13 -190142.07
(after tax)
Total 167998156.47 272287723.20 129635801.81
For the items recognized as material non-recurring profit and loss items and amount not listed in the
"Interpretive Announcement No. 1 on Information Disclosure of Companies Offering Securities to the
Public - Non-recurring Gains and Losses" and 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 loss
10 / 309Ningbo Tuopu Group Co. Ltd. Annual Report 2025
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
Item Opening Balance Ending Balance Changes in Impact on CurrentCurrent Period Profit
Equity
instrument 1050000000.00 400000000.00 -650000000.00 25061232.65
investments
Short-term
financial 2659789309.01 4828918846.99 2169129537.98
products
Receivables
Financing 50000000.00 50000000.00
Total 3709789309.01 5278918846.99 1569129537.98 25061232.65
XII. Other
□Applicable √Non-applicable
Section 3 Management Discussion and Analysis
Ⅰ. Discussion and Analysis of Operating Conditions
1. Main business activities
The Company’s principal business activities are the R&D manufacturing and sales of automotive
components. Its main products span eight business segments: automotive NVH (Noise Vibration and
Harshness) damping systems interior and exterior trim systems lightweight vehicle bodies intelligent
cockpit components thermal management systems chassis systems air suspension systems and
intelligent driving systems. Its key customers include international and domestic intelligent electric
vehicle manufacturers as well as traditional OEM automotive companies. Additionally the
establishment of a Robotics Actuator Business Unit as a strategic initiative to enter the embodied AI
business represents a significant strategic move for the Company. This industry offers broad prospects
for development; by expanding into related businesses such as robot actuators the Company aims to
create a new growth trajectory.The Company adheres to the business philosophy of creating value for its customers emphasizes
R&D and innovation advances digital and intelligent manufacturing and pursues a globalization
strategy to enhance its overall competitiveness and become a more trusted partner for vehicle
manufacturers.
2. Business Process and Operating Model
11 / 309Ningbo Tuopu Group Co. Ltd. Annual Report 2025
Explanation of Material Non-Main Business Activities Newly Added During the Reporting Period
□ Applicable?√ Not applicable
II. Industry Overview for the Reporting Period
In 2025 global passenger vehicle sales reached approximately 85.69 million units representing a
year-on-year increase of 4.9%; sales in the Chinese market amounted to approximately 23.05 million
units up 0.6% year-on-year. Global new energy passenger vehicle sales reached approximately 21.83
million units a year-on-year increase of 25.2% accounting for 25.5% of total global sales. Among these
new energy passenger vehicle sales in China reached approximately 12.48 million units a year-on-year
increase of 15.9% accounting for 54.1% of total domestic sales.III. Discussion and Analysis of Operations
During the reporting period the Company overcame changes in the global economy and trade
landscape as well as industry fluctuations while continuously improving operational efficiency and
performance. Benefiting from the positive impact of factors such as its extensive product portfolio in the
intelligent electric vehicle industry systematic R&D capabilities and innovative business model the
Company maintained revenue growth during the reporting period. However net profit declined. Total
profit plus depreciation and amortization maintained growth and all operational and management
activities achieved sound development. Details are as follows:
(1) Marketing and sales.
The Company’s innovative Tier0.5 business model has been widely accepted and recognized by
customers significantly increasing the number of supporting products and the value per vehicle. This
model enables the Company to provide better QSTP (Quality Service Technology Price) products and
services continuously creating value for its customers. The cooperation model has achieved exemplary
success. Adhering to the philosophy of “rapid response and full cooperation” the Company has gained
high recognition from strategic customers with substantial room for future business growth. In the
domestic market the Company’s cooperation with automakers such as Seres Xiaomi Geely BYD
Chery Li Auto NIO Great Wall Motors and Xpeng continues to expand with the value of supporting
products per vehicle and order volumes steadily increasing. In the international market the Company
has established comprehensive cooperation with innovative US automakers such as Customer A and
RIVIAN as well as with FORD GM STELLANTIS BMW and MERCEDES-BENZ in the new
energy vehicle sector. During the reporting period the Company secured orders for BMW’s X1 global
model and the N-Car global new energy vehicle platform with all projects progressing rapidly.
12 / 309Ningbo Tuopu Group Co. Ltd. Annual Report 2025
The product platform strategy continues to advance. Leveraging its R&D innovation and digital
intelligent manufacturing capabilities the Company has continuously enhanced its comprehensive
competitiveness in areas such as interior functional components lightweight chassis and thermal
management with revenue maintaining steady growth. Orders for automotive electronics products
continue to increase while projects for air suspension systems intelligent cockpits brake-by-wire
systems and steer-by-wire EPS systems have achieved large-scale mass production. Among these the
air suspension project has maintained rapid growth laying a solid foundation for the Company’s
long-term development.The international market strategy is accelerating. The first phase of the Mexico project has been
fully put into operation. The second phase of the Poland plant is also under planning laying the
groundwork for securing more local orders in Europe. Meanwhile the Thailand production base is
scheduled to commence production in the first half of 2026 which will further optimize the Company’s
global geographical footprint and achieve overseas coverage across all product lines. This will enable
the Company to respond flexibly to the changing international trade environment and mitigate risks. At
the same time it will help expand business with international clients and Chinese automakers expanding
overseas. Additionally cost advantages can be leveraged to enhance economic efficiency.During the reporting period the Company completed the acquisition of 100% of the equity of
Wuhu Changpeng Automotive Parts Co. Ltd. This acquisition further increased the market share of the
Company’s interior products and solidified its leading position in the industry. Leveraging its mature
operational management experience and strong vertical integration capabilities across the industrial
chain the Company notably enhanced the profitability of the acquired entity while also helping its
customers overcome supply chain capacity constraints.
(2) R&D and innovation.
During the reporting period the Company continued to increase its R&D investment and allocate
additional resources to maintain its leading R&D advantage. R&D expenses for the reporting period
reached RMB 1.496 billion. Through sustained R&D investment the Company’s air suspension systems
intelligent cockpit projects brake-by-wire (IBS) and steer-by-wire (EPS) projects have successively
entered mass production with the product pipeline continuing to expand.
1. Interior Systems Segment
In the interior systems segment the Company continues to deepen the development of its R&D
system focused on vehicle NVH acoustic performance green cockpits and premium interiors with a
particular emphasis on improving in-cabin air quality optimizing ride comfort enhancing surface
texture and promoting component lightweighting.In terms of controlling interior volatile organic compounds (VOC) the Company relies on a
rigorous material evaluation system and control process for low odor and low emission materials
actively applies environmentally friendly adhesives and continuously optimizes composite material
processes effectively reducing organic compound emission levels in interior components. Testing shows
that key volatile indicators for the new interior assemblies supplied by the Company meet or exceed the
increasingly stringent health cockpit standards of major domestic and international OEMs significantly
enhancing the comfort and safety of the cabin environment. In the area of premium fabrics and tactile
experience the Company has successfully developed and mass-produced a variety of bio-based and
recycled environmentally friendly materials.In terms of surface texture the premium simulated leather headliners used in high-end models such
as the AITO M9 utilize advanced fiber substrates and surface treatment technologies to achieve
high-quality visual texture and tactile feel while offering excellent abrasion and flame resistance. At the
same time new material door interior panels developed by the Company have successfully secured
orders from several new energy vehicle manufacturers. Additionally the self-developed environmentally
friendly carpets made from recycled polyethylene terephthalate (rPET) have been mass-produced and
are widely used by multiple major global OEMs achieving a balance between functionality and
sustainability.In the areas of exterior finishing processes and lightweight design the Company leverages its
expertise in precision injection molding in-mold decoration (IMD/IME) and low-pressure injection
molding to achieve high-gloss paint-free finishes on interior surfaces significantly enhancing their
visual quality. Meanwhile through structural optimization combined with new processes the Company
has achieved effective structural weight reduction in large interior components such as door panels
13 / 309Ningbo Tuopu Group Co. Ltd. Annual Report 2025
pillar trims and parcel shelves. This not only improves overall vehicle energy efficiency but also
ensures the rigidity and NVH performance of the components.During the reporting period the Company’s newly developed premium materials continued to
achieve market penetration. These innovative products not only serve as deep-fit components for leading
domestic new energy vehicle models but have also successfully entered the supply chain of globally
leading electric vehicle companies. With the successive mass production of high-value-added smart
surfaces and health cockpit system projects the Company’s product competitiveness continues to
strengthen laying a solid foundation for the transformation of its interior business from functional
components toward integrated intelligent solutions.
2. Chassis Systems Segment
As one of the core components with the highest technological barriers in chassis suspension
systems the ball joint requires a precise structure capable of withstanding high-intensity impact under
complex working conditions such as steering and braking exerting a decisive influence on vehicle
handling stability. After two decades of dedicated R&D efforts and having completed various rigorous
tests and verifications the Company became the first domestic supplier to be certified as a global control
arm supplier by a key customer. Tuopu’s self-developed forged aluminum ball joint control arm
products not only meet customers’ stringent low-torque performance requirements but also fully achieve
their demanding technical standards with exceptional performance—zero failure in 6 million wear tests.As a core component of lightweight chassis this product has been widely recognized by new energy
vehicle customers. During the reporting period the forged aluminum ball joint control arm assembly has
been supplied to Seres Xiaomi Xpeng Great Wall Motors Chery BYD Changan SAIC Customer A
BMW LUCID SCOUT and others with its market share continuing to rise.In the suspension system segment the Company has built comprehensive capabilities ranging from
mature mass production to forward-looking reserves. As a domestic pioneer in achieving large-scale
mass production of closed air suspension systems (C-ECAS) the Company has established full-stack
self-development and innovation capabilities covering core components such as air reservoirs air
springs air supply units (ASU) and electronically controlled air suspension (ECAS) as well as
single-chamber dual-chamber and triple-chamber air suspension systems. With order volumes
continuing to grow rapidly the Company is accelerating capacity expansion which is expected to reach
approximately 1.5 million units by 2026 fully meeting increasing market demand. The Company’s air
suspension products are supplied to customers and brands such as Seres Xiaomi Li Auto SAIC Zeekr
and Tank.Building on the foundation of large-scale mass production of air suspensions the Company has
further extended into the higher-level field of active suspension systems successfully developing a
hydraulic active suspension system and an 800V active stabilizer bar.The hydraulic active suspension system operates at a voltage of 450–960V delivers an active
hydraulic force exceeding 8000N has a response frequency of 0–14Hz and weighs less than 10kg. It
features high response high frequency and high active force. The system offers the following core
functions: first vehicle roll/pitch suppression—when accelerating braking or steering vehicle sensors
detect the roll/pitch angle and the ECU controls the motor to output a corresponding displacement to
keep the vehicle level; second active safety—when vehicle sensors detect the risk of a side collision the
motor on the side automatically raises the chassis height allowing the chassis to absorb impact forces
and protect occupants; third the “magic carpet” function—using lidar or visual sensors to identify road
conditions (such as speed bumps) the system proactively engages motor control before the wheels make
contact responding quickly to counteract the impact; fourth convenience features—a one-button
raise/lower function allows the chassis height to be adjusted for easy loading and unloading of cargo
while in welcome mode the chassis automatically lowers when the vehicle is unlocked facilitating entry
for elderly and children.The 800V active stabilizer bar operates at a voltage of 450–960V delivers a maximum torque of
1500Nm has a response time of 0.7 seconds and weighs less than 10kg. Its core functions include: first
vehicle roll suppression—using signals such as steering wheel angle vehicle speed and lateral
acceleration the motor applies counter-torque to the ends of the stabilizer bar to control the vehicle’s tilt
attitude; second active safety—when a side collision risk is detected the system automatically raises the
chassis height to absorb impact; third energy recovery—converting mechanical energy generated by
stabilizer bar torsion during cornering or when the vehicle experiences one-sided bumps into electrical
energy for storage.
14 / 309Ningbo Tuopu Group Co. Ltd. Annual Report 2025
The launch of these products positions the Company as one of the few global companies with
self-development capabilities across the full range of active suspension core components including air
suspension hydraulic active suspension and active stabilizer bars. This enables the Company to provide
vehicle manufacturers with comprehensive chassis solutions covering the full spectrum from comfort to
sportiness and from passive to active systems.
3. Automotive Electronics Segment
During the reporting period the Company achieved remarkable results in the automotive
electronics segment. Significant progress was made with the intelligent braking system (IBS) with
multiple projects entering mass production. Hongqi new energy electric vehicles equipped with Tuopu’s
IBS braking system achieved an impressive braking distance of 29.68 meters in 100 km/h braking tests
thanks to the Company’s self-developed core components and the sophisticated software algorithms
developed by its team of hundreds of software engineers. To continuously enhance product
competitiveness the Company is advancing the development of the more cost-effective IBS 2.0 version
as well as collaborating with Hongqi and Seres on the development of the electromechanical brake
(EMB) project.
In the field of brake-by-wire the Company has established a clear technological evolution path.The collaborative development of the EMB (Electromechanical Brake) project is progressing smoothly.This product features a fully decoupled pedal and actuator design. Pedal displacement sensors and a
pedal simulator convert the pedal action into electrical signals. Under a deceleration condition of 1G the
response time is less than 80ms nearly 50% faster than traditional IBS systems. The product uses a
triple-core 32-bit MCU domain controller capable of fully supporting all advanced driver-assistance
functions from ABS to ESC/VDC and providing millisecond-level execution assurance for autonomous
driving functions such as AEB ACC and TJA. The front-wheel EMB including the caliper weighs
only 8kg while the rear-wheel unit weighs just 6kg—more than 30% lighter than conventional systems.Average noise is less than 42dB effectively helping to increase electric vehicle range while delivering a
quieter more premium driving experience. The product is available in various specifications ranging
from 25KN to 85KN meeting the needs of different vehicle types from sedans to SUVs.Simultaneously the Company’s newly developed RBS (Redundant Brake System) has also made
significant strides. RBS is an intelligent braking system based on brake-by-wire technology. It
recognizes the driver’s braking intention via signals from the brake-by-wire pedal and drives a roller
screw with a brushless DC motor to push a dual-chamber tandem master cylinder generating brake
pressure to achieve braking. At the same time the RBS controller and ESC serve as mutual backups
creating a system-level dual braking control core. The dual-chamber master cylinder design provides
hydraulic bottom-layer redundancy significantly enhancing safety and reliability in high-level
autonomous driving scenarios. The product seamlessly integrates with regenerative braking for efficient
energy recovery and natively supports ADAS and Level 3+ autonomous driving functions with mass
production expected by 2027.In terms of product quality and industry certifications the Company’s intelligent braking system
(IBS) combined with the redundant brake unit (RBU) has successfully passed the ISO 26262 ASIL-D
functional safety certification. Meanwhile the air suspension system (ASU) is progressing steadily
toward ISO 26262 ASIL-B functional safety certification. In terms of technological R&D and
intellectual property the Company holds a total of 64 software copyrights along with numerous
invention patents and utility model patents.In the field of intelligent cockpits the Company’s cross-industry development of the world’s first
automotive-grade oxygen concentrator made its global debut installed in a vehicle from a certain
automaker. This product utilizes advanced vacuum pressure swing adsorption (VPSA) oxygen
concentration technology featuring a VPSA four-cylinder compressor placed outside the cabin to isolate
noise and optimize NVH performance. A decompression valve at the oxygen outlet ensures safe oxygen
delivery while an activated alumina filter effectively removes impurities from the intake air. The
product can be powered directly by the vehicle’s 12V power supply providing continuous oxygen
supply while idling or driving with a maximum flow rate of 8L/min and stable oxygen concentration
≥90% meeting medical oxygen standards. It can be widely used in scenarios such as relieving altitude
sickness during highland travel preventing accidents by increasing oxygen concentration when the
driver feels drowsy and emergency rescue in cases such as fainting due to gas poisoning. The product
has completed full-altitude (0m to 5000m) plateau testing and certification by the China Automotive
Technology & Research Center (CATARC) as an in-vehicle oxygen chamber with mass production
15 / 309Ningbo Tuopu Group Co. Ltd. Annual Report 2025
officially commencing in March 2026. This innovative achievement expands the health-related
functionality of intelligent cockpits and opens up new market opportunities for the Company.The intelligent door drive system developed by the Company is applied in models such as the AITO
M9 reducing operating noise while significantly saving interior space further enhancing the user’s
driving experience.
(3) Comprehensive Progress in the Robotics Business Segment
In the current era of rapid technological advancement embodied intelligence in robotics is
developing swiftly emerging as a transformative force driving change across various industries. In 2025
embodied intelligence was included for the first time in the Government Work Report signaling its
future importance in industrial development. It is one of the most promising emerging industries today
with wide-ranging applications in intelligent manufacturing healthcare services and other fields
aiming to liberate the workforce and enhance human quality of life. According to institutional forecasts
hundreds of millions of jobs globally may be replaced by robots in the future with the global robotics
market potentially reaching a scale of RMB one hundred trillion yuan. This represents a vast market
opportunity and is a quintessential example of new quality productive forces. Against the backdrop of
rapid advancements in frontier technologies such as artificial intelligence (AI) and an aging population
the robotics industry is entering a period of accelerated growth.The Company has spent many years developing its intelligent braking system (IBS) project
accumulating deep technological expertise in areas such as mechanics reduction mechanisms electric
motors electronic controls and software. This expertise has been extended horizontally into thermal
management systems steer-by-wire systems air suspension systems intelligent cockpit actuators and
robotic electric drive actuators. Robotic actuators are core components of robots primarily consisting of
linear actuators and rotary actuators. To simulate the coordination and multi-degree-of-freedom
flexibility of human movement these actuators must simultaneously meet technical requirements for
lightweight design compact size and low power consumption. Achieving this requires overcoming
numerous engineering design limits to realize optimized integration and communication among various
motors reduction mechanisms sensors encoders drives and controllers making these actuators
structurally complex and technology-intensive.The Company’s core advantages in the robotic actuator business include: 1. Self-developed
capabilities for various motors including permanent magnet synchronous motors and frameless motors;
2. Experience integrating motors reduction mechanisms and controllers; 3. Precision mechanical
processing capabilities; 4. Synergistic capabilities across various R&D resources and testing resources.In summary the Company possesses strong competitiveness in this field which supports its ability to
secure a significant market share.The Company’s collaboration with customers began with linear actuators. Leveraging its deep
R&D foundation in IBS the product rapidly gained customer recognition. The Company subsequently
extended its efforts to the development of core components such as rotary actuators and dexterous hand
motors having completed multiple rounds of sample delivery with rapid project progress. Building on
this foundation the Company is expanding horizontally into key areas such as robotic body structural
components sensors foot shock absorbers and electronic artificial skin accelerating the construction of
a comprehensive platform-based product matrix for the robotics business.To simulate human movement each robot requires dozens of motion actuators with a unit value of
approximately tens of thousands of RMB representing a vast market opportunity. To seize development
opportunities in the robotics business the Company has established a dedicated Robotics Actuator
Business Unit created an independent management structure assembled an outstanding professional
team and integrated various advantageous resources to focus on this business providing strategic
support for its rapid growth. This move also reflects the Company’s dynamic strategic adjustments and
implementation.While developing its eight major product lines for intelligent electric vehicles the Company is
seizing the historical opportunity presented by the rapid growth of the robotics industry focusing on and
continuously expanding into key products and core technologies across the robotics industry chain. This
enables the synergistic development of both its intelligent automotive components business and its
robotics components business laying the foundation for the Company’s sustained rapid growth.
(4) Comprehensive Enhancement of R&D and Manufacturing Capabilities in Thermal Management
Systems
16 / 309Ningbo Tuopu Group Co. Ltd. Annual Report 2025
The Company has comprehensively built its R&D and manufacturing capabilities for thermal
management system modules and components. It develops products such as various multi-way valves
electronic expansion valves electronic water pumps valve plates radiators and gas-liquid separators.The next-generation nine-way electronic water valve a core component of thermal management.Through innovative design and the integration of intelligent diagnostic functions it achieves energy
coupling and precise distribution across multiple scenarios helping to increase winter vehicle range by
more than 20% while simultaneously reducing system costs by over 30%. The Company has established
an industry-leading electronic water valve product matrix (from two-way to nine-way) comprehensively
covering the diverse thermal management needs of new energy vehicles and providing customers with
cost-effective system solutions.The electronic expansion valve another core component of thermal management. The Company
has completed the development of a full series of products covering large medium and small
full-caliber specifications. Modular design enables flexible combination of coils and valve cores
significantly shortening development cycles by over 30% and reducing comprehensive costs byapproximately 25%. It has now established three core technical advantages: “rapid response preciseregulation and reliable performance” providing efficient solutions for thermal management systems.Leveraging its strong R&D capabilities the Company has successfully achieved full-stack
self-development of core sub-components for the thermal management system 2.0 module including:
multi-way valves electronic water pumps electronic expansion valves solenoid valves heat exchangers
flow channel plates check valves gas-liquid separators liquid storage tanks and controllers. This
achievement not only demonstrates the Company’s technical advantages in the thermal management
field but also delivers significant value enhancement to users through optimized system design:
1. Range Upgrade: Through intelligent regulation the system can increase range by more than 20%
under extreme conditions such as winter greatly improving vehicle efficiency.
2. Lightweight Design: Utilizing new materials and structural optimization achieves an overall
weight reduction of 25% lowering energy consumption while enhancing vehicle handling performance.
3. Intelligent Control: The thermal management controller adopts an integrated design supporting
OTA remote upgrades and enabling adaptive regulation of energy consumption according to different
operating conditions providing users with a more convenient and efficient experience.
4. Enhanced Reliability: Optimized system layout reduces refrigerant and coolant pipelines by 30%
effectively lowering leakage risk and improving system stability and reliability.
5. Noise Optimization: Advanced vibration isolation technology achieves a module vibration
isolation rate greater than 20dB significantly improving vehicle NVH performance and creating a
quieter more comfortable cabin environment.Additionally the next-generation fully integrated module and the R290 refrigerant system module
have achieved technological breakthroughs. With these advancements the Company’s technical strength
in the thermal management system field has reached new heights enabling it to provide customers with
superior and more comprehensive solutions.Beyond mature applications in the automotive industry the Company has applied its thermal
management technologies and products to sectors such as liquid-cooled servers energy storage and
robotics securing initial orders totaling RMB 1.5 billion and opening up new market growth areas.Details regarding the liquid-cooled server business are as follows:
Against the backdrop of the explosive growth of AI and large language models demand for chips
has surged dramatically with data centers and supercomputing centers showing trends towards
centralization and rapid expansion.During high-performance computing (HPC) operations chips generate significant amounts of heat.Traditional cooling fan solutions cannot efficiently remove this heat in a timely manner leading to chip
(GPU/CPU) downclocking and failure to achieve full computing power while also consuming
substantial energy. Replacing traditional “air cooling” technology with “liquid cooling technology” can
improve computing efficiency and reduce cooling system power consumption operating costs and
carbon emissions. Consequently the market space for the liquid-cooled server industry is enormous.Data center liquid cooling systems mainly comprise: (i) Heat Transfer System: Primarily includes
cold plates and cooling media. Cold plates utilize micro-channels folded fins and other designs to
greatly increase the contact area between the cooling medium and the solid surface thereby significantly
improving heat exchange efficiency. (ii) Liquid Delivery System: Mainly includes liquid cooling pumps
various pipelines flow control valves gas-liquid separators temperature and pressure sensors etc. (iii)
Other Systems: Includes structural components such as cabinets seals etc.
17 / 309Ningbo Tuopu Group Co. Ltd. Annual Report 2025
Facing the market opportunities presented by the rapid growth of the AI liquid-cooled server
industry and leveraging its accumulated technology and products in thermal management and IBS the
Company rapidly developed products such as liquid cooling pumps temperature and pressure sensors
various flow control valves gas-liquid separators and liquid cooling flow guides. Furthermore based on
customers’ standardized and platform-oriented design concepts the Company’s automotive thermal
management products could potentially be directly reused in customers’ data center applications.The Company has engaged with customers such as Customer A NVIDIA META various
enterprise clients and data center providers to promote relevant products gaining market recognition.This business is poised to become a new growth driver for the Company demonstrating strong growth
potential.In terms of digital and intelligent manufacturing leveraging various system simulation software
and combining its accumulated experience in automotive electronics the Company completed the
production line for its first electronic heat pump system in just four months. This line gained customer
recognition in areas such as automation visual inspection product traceability and quality control. The
Company’s first fully automated digital flexible production line for electronic expansion valves can
accommodate the production of multiple electronic expansion valve models cumulatively delivering
over 500000 products in the year following its launch. To further expand capacity the Company is
building thermal management production facilities in Mexico Poland and Thailand.
(5) Capacity landscaping.
Based on the Company’s newly received orders and its forecast for the future penetration rate of
new energy vehicles the Company continues to implement capacity layout and plant construction.During the reporting period construction of the Hangzhou Bay Phase 9 and Phase 10 projects was
completed and the Thailand plant is scheduled to commence production in the first half of 2026.While the construction of these plants brings certain cost pressures in the short term the new
energy vehicle industry is currently in a phase of rapid development. The Company’s capacity expansion
is implemented after rigorous analysis and scientific decision-making and it holds strong
forward-looking significance.
(6) Cost control.
During the reporting period in response to factors such as fluctuations in raw material prices and
rising labor costs the Company implemented cost control measures including large-scale procurement
technological innovation and strict budget management.As the Company builds a significant number of new plants each year management expenses and
manufacturing costs are relatively high during the production ramp-up and trial production phases
averaging approximately several tens of millions of yuan per plant. Once a project reaches initial
production capacity and achieves breakeven it can contribute significantly to the Company’s profit
Given the large number of ongoing R&D projects and the recruitment of a substantial number of
technical talents R&D expenses have increased rapidly. Additionally due to the need for capacity
expansion capital expenditures have risen significantly resulting in a relatively high proportion of
depreciation and amortization. In the future as mass production and sales grow these R&D costs
depreciation and amortization will be diluted providing continuous room for gross margin
improvement.
(7) Manufacturing upgrade.The Company adheres to the core philosophy of “Production Automation + ManagementIT-enabled + TPS Tool-oriented” continuously advancing the construction of digital factories. It
implements the MES management system to achieve effective management across quality control
product traceability lean production equipment management and other areas. This promotes the
interconnection of data between the Company its customers and the supply chain building an Industry
4.0 smart factory.
In terms of quality control the Company has established error-proofing mechanisms by deeply
integrating the control plan with the traceability system achieving digital transformation of quality
control throughout the entire product process. All key data is integrated in real-time into the operations
management platform allowing managers to grasp the status of the three core QCD (Quality Cost
Delivery) indicators online comprehensively and in real-time providing precise support for
decision-making.In advanced manufacturing DFM production simulation technology provides the Company with an
optimal planning platform. This technology has been fully applied to plant construction and production
line transformation comprehensively simulating aspects such as quality traceability automation visual
18 / 309Ningbo Tuopu Group Co. Ltd. Annual Report 2025
inspection energy utilization and carbon emissions. This ensures products achieve optimal levels of
quality and cost while significantly shortening the time to mass production.
(8) Sustainable development.
The Company’s management places great importance on the construction of the ESG
(Environmental Social and Governance) system striving to establish an ESG sustainable development
management system. To fulfill its corporate ESG responsibilities the Company vigorously promotes
green and low-carbon production and fulfills its corporate social responsibilities regarding energy
conservation consumption reduction and low-carbon environmental protection. The Company
continues to increase its photovoltaic (PV) installation capacity with the usage of green electricity
steadily rising each year. The capacity of the Company’s self-built PV power plants alone reaches 212
MW generating 155.12 million kWh annually.The Company will continue to promote green development integrating the concept of green
development into all aspects of its operations. It actively leverages the leading role of technological
innovation continuously reducing carbon emissions through various initiatives and gradually achievingthe goal of zero-carbon factories thereby contributing to the goals of “peak carbon emissions and carbonneutrality.”
(9) Refinancing.
To accelerate its internationalization strategy and diversify financing channels the Company plans
to issue H-shares and list them on the Stock Exchange of Hong Kong Limited. Currently the Company
is discussing the specific implementation work with intermediaries and will subsequently carry out the
relevant review and approval procedures. There remains a degree of uncertainty regarding this H-share
listing. The Company will fulfill its information disclosure obligations in a timely manner based on theprogress of the matter. For details please refer to the Company’s “Announcement on the Planning ofIssuing H-shares and Listing on The Stock Exchange of Hong Kong Limited” published on December 1
2025.
IV. Analysis of core competitiveness during the reporting period
√Applicable □Non-applicable
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 30000 and there
is some room to expand the product line.Furthermore leveraging its existing technological advantages the Company is expanding into new
products such as robotic actuators. As a core track with immense future growth potential this field offers
broad development prospects and will become a new driver of the Company’s performance.With its wide-ranging product portfolio the Company can provide customers with one-stop
system-level modular products and services—a capability that is rare in the global automotive
components sector with few directly comparable enterprises. In an era of industrial transformation and
business model innovation the Company leveraging its comprehensive advantages as a platform-based
enterprise can engage in deep collaboration and division of labor with customers more precisely
meeting their needs and enhancing customer satisfaction. This also lays a solid foundation for the
Company to grow and strengthen.The Company possesses a rich product line including suspension systems air suspension
intelligent braking system (IBS) steer-by-wire (EPS) and chassis tuning capabilities integrating the
essential elements required for a consolidated brake-by-wire and intelligent chassis. Brake-by-wire
chassis is a prerequisite for achieving high-level autonomous driving while the intelligent chassis
represents a further upgrade. The Company is capable of providing customers with value-added services
adapting to technological evolution trends such as vehicle E/E architecture and domain control and
quickly responding to potential future innovative car-making models.
19 / 309Ningbo Tuopu Group Co. Ltd. Annual Report 2025
A brief description of the Company’s main product lines is as follows: 1. NVH Damping Systems:
including powertrain mounts drive motor mounts strut mounts torsional dampers subframe mounts
hydraulic bushings etc. 2. Interior and Exterior Systems: including noise insulation and reduction
products such as door panels headliners main carpets parcel shelves soundproofing insulation
components trunk sound insulation components as well as exterior products such as sealing strips and
decorative trims. 3. Lightweight Vehicle Body: including integrated die-cast front/rear floor panels
body structural parts door structural parts battery pack structural parts etc. 4. Intelligent Cockpit
Components: including screen rotation controllers power tailgates power sliding doors seat comfort
systems in-cabin constant oxygen systems etc. 5. Thermal Management Systems: including integrated
heat pump assemblies multi-way valves electronic water pumps electronic expansion valves etc. 6.Chassis Systems: including front/rear steel/aluminum subframes control arms links steering knuckles
etc. 7. Air Suspension Systems: including integrated air supply units air springs height sensors etc. 8.Intelligent Driving Systems: including brake-by-wire (IBS) steer-by-wire (EPS) electrically adjustable
steering columns etc.In the robotics field the Company’s products include linear actuators rotary actuators dexterous
hand motors and assemblies sensors body structural parts foot shock absorbers electronic artificial
skin etc.
2. Advantages in Forward R&D and Cross-Domain Capability Building.
Enhancing R&D and innovation capabilities is essential for becoming a world-class automotive
components enterprise. The Company has always adhered to R&D and innovation being a pioneer in
the industry by establishing a forward R&D development strategy over twenty years ago. After years of
technological accumulation it now possesses system-level synchronous forward R&D capabilities
across all product lines integrating R&D across materials mechanics electronic control and software.It has also developed numerous independent intellectual property rights including invention patents.Through sustained investment in system development talent acquisition and experimental capabilities
the Company maintains an average annual R&D investment of approximately 5% of operating revenue.Its R&D competitiveness continues to strengthen with the ability to further expand its product lines
consistently reinforcing the core competitiveness of ‘Technology-intensive Tuopu’.The Company has established R&D centers in North America Europe Shenzhen Ningbo and
other locations to better serve global customers and attract top domestic and international talent. It has
built a scientific research team of over 4000 people including nearly 300 masters and doctors.Leveraging its forward R&D philosophy and practices the Company continuously builds
cross-domain capabilities to enhance competitiveness:
(1) Integrating capabilities across materials mechanics motors solenoid valves electronics
hardware and software. Through years of R&D and innovation the Company’s R&D capabilities have
expanded from initially focusing on materials and mechanics to encompass core critical components like
motors and solenoid valves ultimately developing capabilities in electronic hardware and software. In
materials the Company engages in foundational research developing various lightweight eco-friendly
interior materials high-performance rubber formulations and lightweight alloy materials enhancing
material properties through heat treatment processes like tempering and quenching. In mechanical
product design it utilizes various design software finite element analysis software and kinematics
simulation software for structural design of products and molds. It possesses capabilities for
electromagnetic field analysis simulation and structural design of various motors and solenoid valves.Through testing tools for soft magnetic and hard magnetic materials and forward design and
development of flow fields and temperature fields it ensures the proper operation of motors and
solenoid valves under all conditions. Electronic hardware and software development follows the
20 / 309Ningbo Tuopu Group Co. Ltd. Annual Report 2025
V-model development process according to ISO 26262 and ASPICE standards using ALM software for
project management. The Company has obtained company-level process certifications for ISO 26262
(functional safety) and ASPICE while numerous products have achieved ASIL D functional safety
product certifications and ASPICE Level 2 product certification.
(2) Continuous expansion of product lines. Leveraging its forward R&D capabilities the Company
continuously expands its product lines forming 8 major product lines in the automotive components
sector with the ability to further extend them. In the robotics field it also continuously expands its
product portfolio following a platform-based product strategy.
(3) Mastery of a wide range of product processes. The Company possesses manufacturing processes
for various products including rubber injection molding multi-component fiber molding various
spunlace and needle-punched fabric molding injection molding compression molding water jet cutting
forging differential pressure/low pressure/high pressure/squeeze casting sand casting stamping
assembly and welding electrocoating high-precision CNC machining SMT placement packaging and
testing EOL helium leak testing and various automated assembly processes.
(4) Possession of a world-leading testing center. The Company has established a world-leading
testing center equipped with cutting-edge facilities such as vehicle four-wheel drum test benches and
EMC laboratories. It possesses testing and validation capabilities at the material product system and
vehicle levels having obtained CNAS ISO/IEC 17025 system certification. Many vehicle manufacturers
now entrust their vehicle-level testing to the Company.
(5) In-house capabilities for mold and equipment design and manufacturing. The Company can
design and manufacture various types of molds including rubber injection molds plastic injection molds
interior compression and vacuum forming molds stamping dies forging dies various casting dies and
sand-casting molds. It also designs and manufactures various production lines in-house including
automated IBS lines EPS lines air suspension lines and ball joint lines further raising the competitive
barrier.
3. Advantages in Customer Base and Business Model
The Company is committed to creating value for its customers gaining widespread recognition
during collaborations. The brand awareness and reputation of Tuopu have been steadily rising with
increasing customer loyalty. In the intelligent electric vehicle era leveraging the core competitiveness
formed by its QSTP (Quality Service Technology Price) the Company has established stable
cooperative relationships with major international and domestic intelligent electric vehicle
manufacturers and traditional OEMs.The Company implements a Tier0.5 cooperation model forming strategic partnerships with
customers. This innovative supply chain cooperation model enhances efficiency and reduces costs for
automakers aligning with the current development needs of the automotive industry and presenting ahigh competitive barrier. The Company provides strategic customers with “rapid response and fullcooperation” services earning recognition and positive feedback laying the foundation for cooperation
involving millions of vehicles.
4. Advantages in Global Layout
Centered around major domestic automotive industry clusters the Company has established
manufacturing bases in Ningbo Chongqing Wuhan and other cities. To better serve international
customers it has set up manufacturing plants in countries such as the United States Brazil Malaysia
21 / 309Ningbo Tuopu Group Co. Ltd. Annual Report 2025
Poland Mexico and Thailand. These manufacturing bases enable the Company to provide faster and
more efficient service to customers and ensure the successful expansion of global platform business.Furthermore unlike the mobile phone industry supply chain the automotive industry involves
larger investments longer construction cycles complex equipment and processes and a lengthy and
complex PPAP (Production Part Approval Process). Generally once mass production supply begins it is
difficult to be replaced.
5. Advantages in Intelligent Manufacturing
The Company implements an intelligent manufacturing strategy aiming to build lighthouse
factories. It continuously enhances the digitalization level of its plants to construct smart factories.The Company employs DFM (Design for Manufacturing) virtual simulation technology. During the
product nomination and R&D phases it simulates factory planning production line design
manufacturing processes parameter control visual inspection takt time logistics and warehousing and
energy conservation. This significantly shortens the mass production lead time improves quality and
reduces costs.The Company has established an equipment automation department to continuously improve the
level of production automation thereby enhancing production efficiency and quality assurance
capabilities increasing output per employee and solidifying the foundation for deepening globalization.Based on production automation the Company utilizes AI visual inspection AGV (Automated
Guided Vehicle) automated logistics smart warehousing RFID barcode and traceability systems as
well as AI big data analytics and 5G technologies to enhance intelligent manufacturing capabilities
ensure quality and reduce costs.
6. Advantages in Management
Based on the IATF 16949 quality system and embracing the philosophy of intelligent management
the Company has developed a distinctive Tuopu management system through years of innovation and
accumulation.In terms of management structure a divisional structure at the group level effectively reduces
management pressure allows business units to focus on their respective operations improves efficiency
and fosters healthy competition. At the division level a flat horizontal management model with sales as
the driving force ensures a market-oriented organization that pools resources and responds quickly. At
the business unit level a pyramid organizational structure strictly enforces processes and standards to
enhance efficiency and reduce costs.Regarding the management system the Company is oriented towards process optimization
information technology standardization and lean principles. It has established comprehensive standard
processes management systems and evaluation metrics employing IT tools such as SAP PLM OA
and MES to ensure strict process implementation and achieve digitalized operations thereby enhancing
management decision-making efficiency and operational performance.In terms of incentive mechanisms the Company provides employees with platforms ample
empowerment encourages taking calculated risks with tolerance for errors and the courage to correct
them and fosters an environment where new methods and ideas are explored. The Company adopts
internal cultivation and fair equitable cadre selection mechanisms ensuring clear promotion paths.
22 / 309Ningbo Tuopu Group Co. Ltd. Annual Report 2025
Aligned with the Company’s development strategy this creates a virtuous cycle of business growth and
employee development.
7. Advantages in Talent
The Company places great emphasis on talent selection and development. It has established a
post-doctoral workstation to attract scientific and technological talent globally. The Company adheres tothe principle of “knowing and assigning people according to their abilities and selecting the virtuousand capable” embracing the spirit of “learning from the best and striving proactively” to build a
competitive younger cadre team. It has established a comprehensive unique and transparent financial
indicator system transforming leaders from single-role business or management personnel into versatile
talents with business acumen and entrepreneurial spirit.The Company encourages building learning organizations empowers employees and has forged a
young experienced international team across sales R&D manufacturing and other fields strongly
supporting the Group’s leapfrog development.
8. Advantages in Corporate Culture
The Company’s vision is “Satisfy customers employees shareholders society and partners”
striving to be a good corporate citizen.The Company adheres to the business philosophy of contributing to the nation through industrial
achievements staying at the forefront of the industry through R&D and innovation and dedicating
efforts to solve critical technical bottlenecks contributing to industrial security and development. It
follows the principle of legal and compliant operations actively undertakes social responsibilities and
strives to contribute positive energy to social development.The Company provides employees with a comfortable working environment equal interpersonal
relationships competitive compensation and benefits and excellent career development platforms
enabling all employees to fully utilize their talents. It establishes partnerships with suppliers following
the business philosophy of equality and mutual benefit to promote the joint development of the supply
chain.The Company values and protects investor interests strictly adhering to disclosure regulations andother laws and regulations. It is investor-centric consistently upholding the principle of “respectingprotecting and rewarding investors.” Despite sustained growth in capital expenditures it insists on
distributing dividends to reward investors. All employees work together with dedication to enhance
operational performance maximizing returns for investors.
9. Advantages in Equity Structure
The Company is managed by its founder ensuring that major decisions are relatively prudent
focusing on long-term interests and development while enabling quick decision-making and strong
execution. The founder holds a relatively high percentage of shares with clear ownership maintaining
control over the Company from the top-level design to ensure its long-term stable operation while also
retaining significant capacity for capital expansion. The board of directors led by the chairman
comprises members with rich experience clear division of responsibilities a low-key demeanor high
aspirations and are in their prime ensuring the Company follows the right path and stays at the forefront
of the industry.
10. Advantages in Risk Control
23 / 309Ningbo Tuopu Group Co. Ltd. Annual Report 2025
The Company maintains a reasonable debt-to-asset ratio ample cash flow a sound financial system
and a robust risk control system ensuring the implementation of its strategic plans and investment
projects with the flexibility to pursue mergers and acquisitions opportunistically. The Company’s
excellent risk control culture manages business risks enhancing its long-term investment value.V. Condition of main operations during the reporting period
During the reporting period the Company achieved operating revenue of RMB 29.581 billion
representing an increase of 11.21% compared with the same period last year. It achieved total profit of
RMB 3.152 billion a decrease of 7.88% compared with the same period last year; net profit attributable
to shareholders of the listed company was RMB 2.779 billion a decrease of 7.38% compared with the
same period last year; total profit plus depreciation and amortization was RMB 4.886 billion an increase
of RMB 178 million compared with the same period last year.During the reporting period the net cash flow generated from the Company’s operating activities
was RMB 4.482 billion; cash outflow from investing activities was RMB 5.938 billion of which RMB
3.497 billion was cash paid for the acquisition of fixed assets and other long-term assets making full
preparations for the Company’s sustained growth and enhancement of competitive barriers.As of the end of the reporting period the Company’s total assets were RMB 43.935 billion an
increase of 17.02% compared with the end of last year; total liabilities were RMB 19.800 billion an
increase of 10.24% compared with the end of last year; the asset-liability ratio was 45.07%; total equity
attributable to the parent company was RMB 24.098 billion an increase of 23.26% compared with the
end of last year.
(1) Analysis of main business operations
1. Analysis of changes in related items in the income statement and cash flow statement
Unit: Yuan Currency: RMB
Subject Amount in the current Amount in previous Change as
period period percentage (%)
Operating income 29581458675.27 26600328450.94 11.21
Operating cost 23834162657.10 21066746134.44 13.14
Cost of sales 276658216.28 274039830.25 0.96
Overhead expenses 768354983.24 620867938.38 23.75
Financial expenses 109058472.92 165684128.98 -34.18
R&D cost 1496041042.31 1224242543.46 22.20
Net cash flow from operating
activities 4482090128.26 3236068686.84 38.50
Net cash flows from investing
activities -3015049735.71 -3727762109.68 NA
Net cash flow from financing
activities -919482257.41 2187197505.72 -142.04
Explanation of Changes in Operating Revenue: Mainly due to the increased volume from high-quality
domestic and international customers the Company expanded during the period.Explanation of Changes in Operating Costs: Mainly due to the year-on-year increase in operating
revenue during the period.Explanation of Changes in Selling Expenses: Mainly due to increased compensation for sales personnel
and higher business entertainment expenses during the period.
24 / 309Ningbo Tuopu Group Co. Ltd. Annual Report 2025
Explanation of Changes in Administrative Expenses: Mainly due to the increase in the number of
management personnel higher compensation and increased depreciation and amortization during the
period.Explanation of Changes in Financial Expenses: Mainly due to a decrease in interest expenses on loans
during the period.Explanation of Changes in R&D Expenses: Mainly due to the continued strengthening of R&D and
innovation efforts resulting in increased R&D investment during the period.Explanation of Changes in Net Cash Flow from Operating Activities: Mainly due to increased receipts
of payments for goods during the period.Explanation of Changes in Net Cash Flow from Investing Activities: Mainly due to a decrease in the
purchase of structured deposits during the period.Explanation of Changes in Net Cash Flow from Financing Activities: Mainly due to the issuance of
additional shares in the previous 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
2. Analysis of revenue and cost
√Applicable □Non-applicable
The revenue and cost of the Company in 2025 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
Gross Increase/Decrease Increase/Decrease Increase/Decrease
By industry Operatingincome Operating cost
profit of operating of operating cost of gross profit
rate income over the over the previous rate over the
(%) previous year (%) year (%) previous year (%)
Automobile
parts 25011816206.41 20153411036.89 19.42 33.55 37.64
Decrease by
1.38%
Main business operations by product
Gross Increase/Decrease Increase/Decrease Increase/Decrease
By industry Operatingincome Operating cost
profit of operating of operating cost of gross profit
rate income over the over the previous rate over the
(%) previous year (%) year (%) previous year (%)
Vibration control
parts 4255569426.20 3392822605.40 20.27 -3.33 -2.32
Decrease by
0.83%
Trimming system 9672496003.46 8040106182.07 16.88 14.69 16.43 Decrease by1.24%
Chassis System 8722483962.64 7053405799.83 19.14 6.34 8.05 Decrease by1.28%
Mechatronic Decrease by
system 2768611473.18 2312443298.49 16.48 52.11 57.67 2.94%
Thermal
management 2091304714.40 1749547261.44 16.34 -2.26 -1.35 Decrease by
system 0.77%
Robot actuator
[Note] 13591176.43 9751669.09 28.25 1.22 47.92
Decrease by
22.65%
Main business operations by region
Gross Increase/Decrease Increase/Decrease Increase/Decrease
By region Operating income Operating cost profit of operating of operating cost of gross profitrate income over the over the previous rate over the
(%) previous year (%) year (%) previous year (%)
Domestic 21302704593.57 17614725807.07 17.31 13.33 15.07 Decrease by1.25%
Overseas 6221352162.74 4943351009.25 20.54 0.11 2.02 Decrease by1.49%
25 / 309Ningbo Tuopu Group Co. Ltd. Annual Report 2025
Condition of main business operations by selling pattern
Gross Increase/Decrease Increase/Decrease Increase/Decrease
Selling pattern Operating income Operating cost profit of operating of operating cost of gross profitrate income over the over the previous rate over the
(%) previous year (%) year (%) previous year (%)
Direct
selling 27524056756.31 22558076816.32 18.04 10.04 11.93
Decrease by
1.38%
Note: Originally referred to as "electric drive system". The same below.
(2). Analysis of production output and quantity sold
√Applicable □Non-applicable
Main Production Quantity Quantity
Increase/Decrease Increase/Decrease Increase/Decrease
Unit of of production of quantity sold of inventoriesproduct output sold inventories output over the over the previous over the previousprevious year (%) year(%) year(%)
Vibration In
control parts 10000 932.56 915.18 251.34 -2.07 -1.88 7.43
sets
Trimming In
system 10000 1015.36 1012.83 21.08 5.82 6.28 13.64
sets
Chassis In
System 10000 742.32 729.91 72.54 -0.19 0.11 20.64
sets
Mechatronic In
system 10000 78.80 77.34 9.26 59.51 61.06 18.71
sets
Thermal In
management 10000 90.24 88.99 9.07 -0.63 0.64 15.98
system sets
Robot In
actuator 10000 NA NA NA NA NA NAsets
(3) Performance condition of major purchase and sales contracts
□Applicable √Non-applicable
(4). Cost analysis
Unit：Yuan
Summary by industry
Change in
As a the amount
percentage As apercentage in the
By industry Cost breakdown Amount in the current of total cost Amount in previousperiod in the year of total cost
current
in previous period as a
Remark
current year percentageperiod (%) of previous
period (%)
Automobile Direct cost of
parts material 17904398919.98 79.37 15975047011.03 79.27 12.08
Automobile Direct cost of
parts labor service 1389964866.19 6.16 1225578994.11 6.08 13.41
Automobile Manufacturing
parts expenses 3263713030.15 14.47 2952785031.75 14.65 10.53
Summary by product
Construction of Amount in the current As a As a Change inBy product cost period percentage
Amount in previous percentage the amount Remark
of total cost year of total cost in the
26 / 309Ningbo Tuopu Group Co. Ltd. Annual Report 2025
in the in previous current
current year period as a
period (%) percentage
of previous
period (%)
Vibration Direct cost of
control parts material 2558874170.32 11.36 2608999802.46 12.95 -1.92
Vibration Direct cost of
control parts labor service 239710250.49 1.06 259218875.14 1.29 -7.53
Vibration Manufacturing
control parts expenses 594238184.59 2.63 605303657.22 3.00 -1.83
Trimming Direct cost of
system material 6407061352.69 28.40 5531576323.20 27.45 15.83
Trimming Direct cost of
system labor service 466214307.37 2.07 360113293.19 1.79 29.46
Trimming Manufacturing
system expenses 1166830522.01 5.16 1013714703.53 5.02 15.10
Chassis Direct cost of
System material 5450680228.25 24.15 5049571196.95 25.05 7.94
Chassis Direct cost of
System labor service 470141885.59 2.08 438843500.71 2.18 7.13
Chassis Manufacturing
System expenses 1132583685.99 5.03 1039279841.86 5.15 8.98
Mechatronic Direct cost of
system material 2041574100.32 9.05 1294458863.69 6.42 57.72
Mechatronic Direct cost of
system labor service 139261157.10 0.62 90095210.56 0.45 54.57
Mechatronic Manufacturing
system expenses 131608041.07 0.58 82086747.40 0.41 60.33
Thermal Direct cost of
management material Direct 1440281556.81 6.38 1486415404.41 7.38 -3.10
system cost of material
Thermal Direct cost of
management labor service 72986534.53 0.32 76171568.15 0.38 -4.18
system
Thermal Manufacturing
management expenses 236279170.10 1.06 210969567.98 1.04 12.00
system
Robot Direct cost of
actuator material 5927511.59 0.03 4025420.32 0.02 47.25
Robot Direct cost of
actuator labor service 1650731.11 0.01 1136546.36 0.01 45.24
Robot Manufacturing
actuator expenses 2173426.39 0.01 1430513.76 0.01 51.93
(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
Sales revenue from the top five customers amounted to RMB 19461.5017 million accounting for
65.79% of the total annual sales revenue. Among the sales revenue from the top five customers sales
revenue from related parties amounted to RMB 0 million accounting for 0% of the total annual sales
revenue.
27 / 309Ningbo Tuopu Group Co. Ltd. Annual Report 2025
Purchase amount from the top five suppliers amounted to RMB 3790.6195 million accounting for
20.48% of the total annual purchase amount. Among the purchase amount from the top five suppliers
purchase amount from related parties amounted to RMB 0 million accounting for 0% of the total annual
purchase amount.B. During the reporting period the sales proportion to a single customer exceeded 50% of the total
there were new customers among the top five customers or there was significant reliance on a few
customers
□Applicable √Non-applicable
During the reporting period the purchase proportion from a single supplier exceeded 50% of the
total there were new suppliers among the top five suppliers or there was significant reliance on a
few suppliers
□Applicable √Non-applicable
C. During the reporting period the Company’s shares were subject to delisting risk warning or
other risk warnings
Top Five Sales Customers
□Applicable √Non-applicable
Top Five Suppliers
□Applicable √Non-applicable
D. During the reporting period the Company had trading business income
□Applicable √Non-applicable
Top five sales customers where trading business income accounted for more than 10% of operating
revenue
□Applicable √Non-applicable
Top five suppliers where trading business income accounted for more than 10% of operating revenue
□Applicable √Non-applicable
3. Expenses
□Applicable √Non-applicable
Unit: Yuan
Subject 2025 2024 Change as Reason for Change
Percentage
(%)
Mainly due to increased
compensation for sales
Cost of sales 276658216.28 274039830.25 0.96 personnel and higherbusiness entertainment
expenses during the
period
Mainly due to the
increase in the number
of management
Overhead
expenses 768354983.24 620867938.38 23.75
personnel higher
compensation and
increased depreciation
and amortization during
the period
Financial 109058472.92 165684128.98 -34.18 Mainly due to a
28 / 309Ningbo Tuopu Group Co. Ltd. Annual Report 2025
expenses decrease in interest
expenses on loans
during the period
Mainly due to the
continued strengthening
of R&D and innovation
R&D cost 1496041042.31 1224242543.46 22.20 efforts resulting in
increased R&D
investment during the
period
4. R&D investment
(1). Particulars of R&D investment
√Applicable □Non-applicable
Unit: Yuan Currency: RMB
Expendable R&D investment in the 1496041042.31
current period
Capitalized R&D investment in the 0.00
current period
Total R&D investment 1496041042.31
Total R&D investment as a percentage of 5.06
operating income (%)
Number of R&D members in the 0.00
Company
(2) List of R&D specialists
√Applicable □Non-applicable
Number of R&D specialists 4466
R&D specialists as a percentage of total staff members (%) 17.10
Educational level of R&D specialists
Kind of educational level Number of specialists by academicdegrees
Holders of doctoral degree 7
Holders of master degree 285
Holders of bachelor degree 2065
Holders of college degree 2109
Holders of high school degree or below 0
Age group of R&D specialists
Kind of age group Number of specialists by age group
Below 30 (excluding 30) 1605
30-40 (including 30 excluding 40) 1892
40-50 (including 40 excluding 50) 883
50-60 (including 50 excluding 60) 86
60 and above 0
(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
29 / 309Ningbo Tuopu Group Co. Ltd. Annual Report 2025
□Applicable √Non-applicable
5. Cash flow
□Applicable √Non-applicable
Subject 2025 2024 Change as Reason for
percentage (%) change
Mainly due to
Net cash flow increased
from operating 4482090128.26 3236068686.84 38.50 receipts of
activities payments forgoods during the
period
Mainly due to a
Net cash flow decrease in the
from investing -3015049735.71 -3727762109.68 NA purchase of
activities structureddeposits during
the period
Mainly due to
Net cash flow the issuance of
from financing -919482257.41 2187197505.72 -142.04 additional shares
activities in the previous
period
(2) Explanation of major changes in profits caused by operations other than main operations
□Applicable √Non-applicable
30 / 309Ningbo Tuopu Group Co. Ltd. Annual Report 2025
(3) Analysis of assets and liabilities
√Applicable □Non-applicable
1.Assets and liabilities
Unit：Yuan
（%）
Change in
Amount at （%） the amount
the end of Amount at at the end ofthe end of the current
Item Amount at the end of
the current
period as a Amount at the end previous period as athe current period percentage of previous period period as a percentage
Remark
of total percentage of the
assets (%) of total amount atassets the end of
previous
period (%)
Cash and cash Mainly due to the increase in net cash flow
equivalents 5219806007.92 11.88 3987765850.28 10.62 30.90 generated from operating activities during theperiod
Mainly due to the decrease in the amount
Trading financial assets 400000000.00 0.91 1050000000.00 2.80 -61.90 invested in wealth management products
during the period
Mainly due to the decrease in the amount of
Notes receivable 15798084.56 0.04 24667150.00 0.07 -35.95 trade acceptance notes received by the
Company during the period
Receivables financing Mainly due to the increase in the amount of
4828918846.99 10.99 2659789309.01 7.08 81.55 bank acceptance notes received by the
Company during the period
Prepayments 225582478.98 0.51 167363593.66 0.45 34.79 Mainly due to the increase in prepayments formaterials during the period
Other current assets 646073361.14 1.47 287567653.75 0.77 124.67 Mainly due to the increase in VAT creditscarried forward during the period
31 / 309Ningbo Tuopu Group Co. Ltd. Annual Report 2025
Goodwill Mainly due to the addition of goodwill arising
340475037.28 0.77 202102686.43 0.54 68.47 from the acquisition of Wuhu Changpeng
during the period
Long-term deferred
expenses 356977245.83 0.81 209595476.57 0.56 70.32
Mainly due to the increase in plant renovation
and modification costs during the period
Other non-current Mainly due to the increase in prepayments for
assets 347742200.68 0.79 219274564.68 0.58 58.59 engineering and equipment during the period
32 / 309Ningbo Tuopu Group Co. Ltd. Annual Report 2025
2. Overseas assets
√Applicable □Non-applicable
(1) Scale of assets
Including: overseas assets RMB 4682057316.67 (Unit: Yuan Currency: RMB) in 10.66% 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
Please refer to Section 8 VII 31 of this report – Assets with Restricted Ownership or Right of Use.
4. Other Notes
□Applicable √Non-applicable
(4) Analysis of industry operational information
□Applicable √Non-applicable
33 / 309Ningbo Tuopu Group Co. Ltd. Annual Report 2025
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
34 / 309Ningbo Tuopu Group Co. Ltd. Annual Report 2025
(5) Investment condition
Overall analysis of external equity investments
√Applicable □Non-applicable
During the reporting period the Company completed the acquisition of 100% equity of Wuhu Changpeng Automotive Parts Co. Ltd. for RMB 330 million in cash.The target company became a wholly-owned subsidiary and was consolidated into the Company’s financial statements. This acquisition further increased the market
share of the Company’s interior products strengthened the advantages of vertical integration across the industry chain enabled the provision of higher-qualityQSTP services to customers and solidified its leading position in the industry. For details please refer to the “Tuopu Group’s Announcement on the ProposedAcquisition of Equity in a Related Company” “Tuopu Group’s Progress Announcement on Signing the Equity Transfer Agreement for the Acquisition of Equity ina Related Company” and “Tuopu Group’s Announcement on the Completion of the Acquisition of Equity in a Related Company” disclosed by the Company on the
Shanghai Stock Exchange website on January 7 March 11 and May 12 2025 respectively.
1. Significant equity investment
□Applicable √Non-applicable
Whet
her
the
Name inves FinanciWhe al Progres Impact
Whe
of Princip tee's Investm Owners ther Stateme Source Partner Investm s as of Expecte on
ther Disclos Disclos
Investe al princ Investmen ent hip Invo ure
e Busines ipal t Method Amoun Percent Cons nt Line of
(if ent the d Current ure
olida Item (if Funds applica Term Balance Return Period
lved
in Date
Refere
Compa s busin t age ted applicab ble) (if any) Sheet (if any Profit Litig (if any)
nce (if
ny ess is Date or Loss any)
inves le) ation
tmen
t
Wuhu Researc Januar https://
Tuopu h y 6 static.c
Autom develop
Own 2025; ninfo.c
otive ment No Acquisitio 33000. 100.00
funds or Transac 4107.3 March om.cn/
Parts manufa n 00 %
Yes N/A self-rais N/A N/A tion N/A No
ed closed 3 11 finalpa
Co. cturing funds 2025; ge/202
Ltd. and May 5-01-0sales of 12 7/1222
35 / 309Ningbo Tuopu Group Co. Ltd. Annual Report 2025
automo 2025 244232
tive .PDF
parts
and
compon
ents
Total / / / 33000. / / / / / / / 4107.300 3 / / /
2.Significant non-equity investment
□Applicable √Non-applicable
Date of ReferenceNO. Signing number of Title of announcement Main content Update of eventannouncement
1 January 2024 2024-004 Announcement of The company has signed the "Investment Agreement for the In April 2025 the
Tuopu Group on Robotics Electric Drive System R&D and Manufacturing Base company through its
Signing the Investment Project" with the Management Committee of Ningbo Economic and wholly-owned
Agreement for the Technological Development Zone. The company plans to invest subsidiary Ningbo
Robotics Electric Drive RMB 5 billion with a planned land area of 300 mu to build a Lingyu Haptics Co.System R&D and production base for robot core components in the Ningbo Economic Ltd. successfully bid
Manufacturing Base and Technological Development Zone. for an approximately
Project 100-mu industrial plot
in Beilun District
Ningbo. Foundation
construction is
currently in progress.
2 April 2025 2025-032 Announcement of To secure more orders provide stronger support to overseas strategic In May 2025 the
Tuopu Group on customers and meet the demand from domestic vehicle company signed a land
Investing in the manufacturers going global for industrial chain localization the contract to purchase an
Construction of a company plans to invest up to USD 300 million in Thailand to approximately 185-mu
Production Base in establish an automotive parts production base. The investment will industrial plot in the
Thailand be implemented in phases based on order demand and project APEX GREEN
progress. Industrial Estate in
36 / 309Ningbo Tuopu Group Co. Ltd. Annual Report 2025
Chachoengsao
Province Thailand. It
obtained the land use
planning permit in the
same month and
completed the land
transfer in June. The
project is currently
partially under
construction and
partially in trial
production.
3. Financial assets measured at fair value
√Applicable □Non-applicable
Unit: yuan Currency: RMB
Gain/loss on Cumulative
Asset Amount at fair value fair value
Impairment
provided Amounts mountsbeginning of changes changes purchased during sold/redeemed A Other Amount at end ofcategory period during the included in during theperiod the period during the period
changes period
period equity
Equity
instruments 1050000000.00 2100000000.00 2750000000.00 400000000.00
Short-term
financial 2659789309.01 16188556192.94 14019426654.96 4828918846.99
products
Receivables
financing 50000000.00 50000000.00
Total 3709789309.01 18338556192.94 16769426654.96 5278918846.99
Securities Investment
□Applicable √Non-applicable
Securities investment
□Applicable √Non-applicable
37 / 309Ningbo Tuopu Group Co. Ltd. Annual Report 2025
PE fund investment
□Applicable √Non-applicable
Derivatives investment
□Applicable √Non-applicable
38 / 309Ningbo Tuopu Group Co. Ltd. Annual Report 2025
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
39 / 309Ningbo Tuopu Group Co. Ltd. Annual Report 2025
(7) Analysis of major controlling and participating companies
√Applicable □Non-applicable
Unit：in 10000 Yuan
Total assets in Total Total net Operating Net profit in
Company name Company type Main business Registered the reporting liabilities in assets in the income inoperations capital period the reporting reporting the reporting
the current
period period period period
NINGBO TUOPU Subsidiary
AUTOMOBILE Auto parts
ELECTRONICS manufacturing 250000.00 705622.29 472393.71 469122.34 56490.74 49674.64
CO.LTD.TUOPU ELECTRIC Subsidiary Auto parts
VEHICLE manufacturing
THERMAL
MANAGEMENT 427380.00 549451.97 448189.93 375471.79 9648.74 9743.26
SYSTEM (NINGBO)
CO.LTD.NINGBO TUOPU Subsidiary Auto parts
IMP.& EXP. CORP. manufacturing 20000.00 145977.35 83824.36 387239.11 18756.92 13848.34
NINGBO TUOPU Subsidiary Auto parts
AUTOMOBILE manufacturing 20000.00 283276.49 36155.08 1361026.15 12967.81 10346.62
PARTS CO.LTD.NINGBO TUOPU Subsidiary Auto parts
VIBRO-ACOUSTICS manufacturing
TECHNOLOGY 20000.00 238130.34 33944.34 864971.86 8712.45 6737.29
CO.LTD.ZHEJIANG TOWIN Subsidiary Auto parts
AUTOMOBILE manufacturing 18000.00 66494.35 49666.15 52569.88 2640.37 2449.33
PARTS CO.LTD.SUINING TUOPU Subsidiary Auto parts
AUTOMOBILE manufacturing
CHASSIS SYSTEM 15000.00 41076.91 31028.36 50663.89 4396.78 3882.93
CO.LTD.TUOPU POLAND Subsidiary Auto parts 1800.00 25716.48 21612.53 90758.16 11370.75 9070.09
40 / 309Ningbo Tuopu Group Co. Ltd. Annual Report 2025
CO.LTD. manufacturing
NINGBO TUOPU Subsidiary Auto parts
CHASSIS SYSTEM manufacturing 51490.00 116817.47 88258.00 169675.55 13973.22 12450.51
CO.LTD.HUNAN TUOPU Subsidiary Auto parts
manufacturing 72259.00 129697.84 98056.60 158594.53 18636.02 16297.13
TUOPU Subsidiary Auto parts
SKATEBOARD manufacturingCHASSIS（NINGBO) 269201.00 385586.52 255826.12 322954.38 -2199.42 -1905.73CO. LTD.Tuopu Mexico Subsidiary Auto parts
manufacturing 139600.00 211894.06 133678.33 114071.75 -3314.17 -2919.07
TUOPU NORTH
AMERICA LIMITED Subsidiary
Auto parts
manufacturing 5.00 4711.36 -259.95 101958.27 182.01 133.78
TUOPU
ELECTRICAL Associate
Auto parts
company manufacturing 5000.00 32605.79 21070.40 45217.04 9941.48 8696.21APPLIANCES
Acquisition and Disposal of Subsidiaries During the Reporting Period
□Applicable √Non-applicable
Other Explanations
□Applicable √Non-applicable
41 / 309Ningbo Tuopu Group Co. Ltd. Annual Report 2025
(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:
Thanks to the Chinese government’s steadfast electrification strategy unique
entrepreneurial spirit and the engineer dividend as well as profound technological
accumulation in fields such as 5G big data artificial intelligence and autonomous driving
Chinese automakers have successfully empowered the automotive industry with a new
wave of advanced technologies. This has significantly broken down the technological
barriers previously held by established European American and Japanese automakers in
the traditional internal combustion engine vehicle sector. Global automakers are now
competing neck-and-neck on the new intelligent electric vehicle track with Chinese
automakers poised to establish a leading advantage in this new round of competition.In 2025 the global competitiveness of China’s homegrown brands has significantly
increased with export volumes continuing to grow and overseas localized manufacturing
accelerating. This marks a new phase of globalization for China’s automotive industry.
4. China’s automotive components industry is undergoing profound transformation
gradually moving away from the past challenges of technological hollowing-out small
scale and lack of R&D innovation. It has now seen the emergence of large-scale
automotive component enterprises with global competitiveness.
42 / 309Ningbo Tuopu Group Co. Ltd. Annual Report 2025
(2) Development strategy
√Applicable □Non-applicable
In the new era of profound transformation within the automotive industry the Company is committed to
becoming a technology-based platform supplier with a comprehensive product portfolio high
technological density and strong R&D capabilities. It aims to establish a Tier0.5 cooperation model
with customers leading the transformation of the relationship between OEMs and suppliers and
comprehensively deepening the development philosophy of “Technological Tuopu.” Leveraging its
full-stack technology integration capabilities and exceptional system R&D strength the Company is
advancing toward the goal of becoming a world-class automotive components enterprise with a scale of
over RMB 100 billion empowering the development of the new energy vehicle industry and
contributing to the achievement of carbon peak and carbon neutrality goals.The rapid advancement of cutting-edge technologies worldwide has fueled the rapid development of
artificial intelligence (AI). Intelligent electric vehicles and embodied intelligent robots are significant
areas where AI is transforming human life offering vast market potential. The Company operates in the
intelligent electric vehicle and robotics sectors which boast a market capacity in the trillions of RMB
offering immense development space long business lifecycles and high technological and capital
intensity. The existing competitive landscape in these sectors requires reshaping presenting a historic
opportunity for the Company to achieve leapfrog development.
1. Technology-driven Strategy. The Company consistently prioritizes R&D and innovation investing
approximately 5% of its annual sales revenue into basic research and new technology development. It
continuously enhances its R&D capabilities in mechanics electronic control software and chassis
tuning. The Company has developed deep expertise in materials processes and electronic control and is
actively expanding into frontier areas such as key robot components and system integration technologies
as well as high-efficiency liquid cooling thermal management technologies. It strives to solve critical
technical bottlenecks in the industry continuously increase the technological intensity of its products
and contribute to the industry’s development.
2. Platform Strategy. The Company continues to deepen its integrated development path encompassing
“Product Platform Capability Platform and Ecosystem Platform.” On the product front the Company
already possesses eight major product lines: NVH damping systems interior and exterior systems
lightweight vehicle bodies intelligent cockpit components thermal management systems chassis
systems air suspension systems and intelligent driving systems. The value of supplied parts per vehicle
is approximately RMB 30000 with significant potential for further product line expansion. On the
capability front the Company has built a core technology platform that supports its diverse product lines
enabling rapid technology transfer and reuse. On the ecosystem front the Company is actively building
an open and collaborative industrial ecosystem integrating supply chain technology partners and
customer resources to foster the sharing of data standards and innovation.
3. Robot Industrialization Strategy. The Company is seizing the historic opportunity presented by the
rapid growth of the embodied intelligent robot industry. Leveraging its technological expertise in areas
such as intelligent braking (IBS) precision structural components and electronics it is entering the core
component track for robotics. The Company has established a Robotics Actuator Business Unit
focusing on products such as linear actuators rotary actuators dexterous hands sensors body structural
parts foot shock absorbers and electronic artificial skin forming a platform-based product matrix. As
core components for robot motion control actuators can be valued at tens of thousands of RMB per
robot representing a vast market opportunity. Through technology reuse and production synergy the
Company aims to achieve coordinated development between its intelligent automotive components
business and its robotics components business creating a new growth curve.
4. Globalization Strategy. In response to evolving market conditions the Company continues to advance
its globalization strategy planning to establish manufacturing bases with full industry chain capabilities
in major economic regions worldwide. The Company has already set up manufacturing plants in Mexico
the United States Thailand Malaysia Poland and Brazil as well as R&D and technical support centers
in Germany Sweden France Canada and the United States. This forms a supply network covering
major global markets enabling it to flexibly respond to changes in the international trade environment
and serve the dual needs of Chinese automakers expanding overseas and the localization of overseas
automakers.
5. Intelligent Manufacturing Strategy. The Company vigorously pursues a digital factory strategy
utilizing virtual simulation technology to enhance quality control process capabilities automation levels
43 / 309Ningbo Tuopu Group Co. Ltd. Annual Report 2025
and value stream analysis. It continuously promotes “Intelligent Manufacturing in China” to advance
towards the high end of the global industrial chain.The Company’s presence in the Qianwan New Area Industrial Park exemplifies the rise of Intelligent
Manufacturing in China. Key features include: a wide variety of products essentially covering all of the
Company’s product lines; extensive process types including stamping forging high-pressure
die-casting low-pressure casting differential pressure casting squeeze casting injection molding
compression molding precision machining welding coating and assembly; leading equipment with
numerous advanced domestic and international machines and automated production lines; advanced
manufacturing management effectively utilizing tools like AGVs and digital dashboards; and products
oriented towards both domestic and international markets. Despite significant increases in tariffs and
international freight costs the international competitiveness of Chinese manufacturing remains evident.The Company enjoys abundant orders and bustling production activity with logistics vehicles flowing
continuously a vibrant scene reflecting the rise of a major nation and the advancement of its national
industry.
6. Tier0.5 Marketing Strategy. Leveraging its platform company advantages in product lines R&D
capabilities and comprehensive QSTP (Quality Service Technology Price) strengths the Company
continues to deepen its innovative Tier0.5 business model. Under this model the Company engages
earlier and more deeply in customers’ technology roadmap planning and product development processes
assuming more coordination and integration responsibilities forming deep collaborative partnerships
with customers. This model not only increases the value of parts supplied per vehicle but also enhances
customer loyalty and cooperation depth laying the foundation for large-scale collaboration.
7. Mergers and Acquisitions Strategy. The Company pursues a parallel development path of organic
growth and mergers and acquisitions. While fostering internal entrepreneurship it remains open to any
value-accretive acquisition opportunities. The Company actively seeks and prioritizes potential M&A
targets that help optimize the industry landscape and reduce homogeneous competition. Through
integration it aims to optimize resource allocation and reshape industry value injecting new momentum
into high-quality development.
8. Sustainable Development Strategy. The Company consistently integrates the concept of sustainable
development into all aspects of its operations committed to providing safer more comfortable smarter
and greener technologies and products. It vigorously promotes green low-carbon production
continuously increasing its photovoltaic capacity and promoting the use of clean energy. The Company
incorporates environmental principles into product design material selection and production processes
to reduce carbon emissions. It will actively leverage its role as a leader in technological innovationgradually achieving its zero-carbon factory goals contributing to the “carbon peak and carbonneutrality” objectives and striving to be an outstanding corporate citizen.
(3) Business plan
√Applicable □Non-applicable
In 2026 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.
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.Currently the global automotive industry is undergoing a transformation presenting new
opportunities. The company will persist in its efforts to develop the international market this year. In
light of the trend of domestic automotive companies expanding internationally the company will further
broaden its related business activities. Within the domestic market the company will continue to
enhance its business scope with key clients and strive to increase the volume of individual vehicle sales.
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 along with the expansion of our product
categories.
3. Capacity landscaping.
44 / 309Ningbo Tuopu Group Co. Ltd. Annual Report 2025
Construction of the Qianwan New Area Phase 9 and Phase 10 plants has been completed and they
have entered the stage of equipment installation commissioning and mass production this year. The
robot component industry base project spanning approximately 150 mu (approx. 10 hectares) will be
completed and commence production this year.Currently the penetration rate of electric vehicles in North America and Europe is relatively low.Foreign automakers are accelerating their transition to new energy while local component suppliers lack
sufficient investment appetite and are slow in their transformation struggling to meet the urgent needs of
automakers. This presents a significant international market opportunity for the Company. Faced with
substantial growth in new orders and changes in the international situation the Company continues to
advance its globalization strategy comprehensively optimizing its global industrial footprint.The Phase 1 plant in Thailand covering 185 mu is scheduled to officially commence production in
the first half of the year. The Phase 2 project in Mexico has begun planning. The Poland plant is
preparing to expand capacity to further increase production scale.To achieve profitability in its international expansion the Company has made the following
analyses and preparations: On one hand resources for new energy vehicle components are currently
relatively scarce in the international market allowing for reasonably favorable pricing. On the other
hand the Company has prepared as follows: (1) Enhance equipment automation levels to increase output
per employee reduce labor requirements and alleviate management pressure; (2) Establish
expeditionary teams by dispatching experienced management process and select technical staff to
implement projects ensuring timely high-quality commissioning and operation; (3) Integrate the supply
chain to address the relative shortage of production materials in international markets; (4) Achieve
interconnection and uniformity in management information systems to ensure controlled and compliant
operations.
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
1. Factors such as exchange rate fluctuations raw material price volatility and customer price reductions
may pose risks to the Company’s operations. The Company intends to mitigate these risks by enhancing
its overall competitiveness. Throughout its forty years of development the Company has encountered
these various risks on multiple occasions yet has maintained strong operational performance and
development momentum. Leveraging its accumulated experience it has established a comprehensive
risk control system.
2. The new energy vehicle sector in which the Company operates has gained broad recognition from
governments and industries worldwide with market demand continuously being unleashed. Against this
backdrop the Company’s strategic direction enjoys a high degree of certainty. However in its specific
operations it still faces risks such as technological upgrades and market competition. The Company will
address these through continuous R&D and market expansion.
3. To address risks arising from tariff changes the Company has proactively built a risk prevention
barrier through its global factory configuration. The high-quality production capacity established at the
Company’s overseas bases serves both as a critical supply chain resource for the electrification
transformation of international automakers and as a key support for domestic automakers expanding
overseas. By expanding business with these two core customer groups the Company effectively hedges
risks associated with international investment while maximizing value.
(5) Others
□Applicable √Non-applicable
45 / 309Ningbo Tuopu Group Co. Ltd. Annual Report 2025
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 Environment and Society
I. Notes to Corporate Governance
√Applicable □Non-applicable
1. Shareholders and General Meeting
In accordance with relevant regulations the Company’s Articles of Association and the
Shareholders’ Meeting Rules of Procedure the Company’s shareholders deliberate matters within the
purview of the shareholders’ meeting. Lawyers are engaged to witness the convening and proceedings of
the shareholders’ meeting safeguarding the legitimate rights and interests of the Company’s
shareholders particularly its small and medium-sized shareholders. The Company convenes its
shareholders’ meetings using a combination of online voting and on-site voting. The convening holding
and voting procedures of the shareholders’ meetings are legal and valid. During the reporting period the
Company’s shareholders’ meeting deliberated and adopted effective resolutions on significant matters
including amendments to the Articles of Association periodic reports profit distribution reappointment
of the auditor related party transactions utilization of raised funds changes and postponements of
fund-raising projects and other major issues.
2. Controlling Shareholders and Listed Companies
The Company’s controlling shareholder actual controller and their related parties exercise their
powers and fulfill their obligations in accordance with relevant laws and regulations. They do not
interfere directly or indirectly in the Company’s operations beyond the authority of the shareholders’
meeting. During the reporting period the Company did not provide guarantees for the controlling
shareholder and its affiliated enterprises nor did the controlling shareholder misappropriate the
Company’s funds.
3. Directors and Board of Directors
The Company’s Board of Directors consists of 9 directors including 3 independent directors and 1
employee representative director. The Board has established four special committees: the Strategy and
ESG Committee the Audit Committee the Nomination Committee and the Remuneration and
Appraisal Committee. The Board of Directors and each special committee have formulated
corresponding rules of procedure. The Company’s directors are able to attend Board meetings on time
perform their duties diligently and responsibly in accordance with the Company’s Articles of
Association and relevant laws and regulations and effectively safeguard the legitimate rights and
interests of the Company and all shareholders.
4. Officers
During the reporting period the Company’s senior management performed their duties diligently
and responsibly in accordance with the Company’s Articles of Association the authorizations granted by
the shareholders’ meeting and the Board of Directors and the relevant provisions of the Company’s
internal rules and regulations.
5. 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 in Shanghai Stock Exchange" "Articles of Association" and "Information Disclosure
Management System" and other applicable regulations. The portal site designated by the Company for
46 / 309Ningbo Tuopu Group Co. Ltd. Annual Report 2025
its information disclosure is the SSE website and the newspaper designated for its information disclosure
is China Securities Journal.
6. 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
47 / 309Ningbo Tuopu Group Co. Ltd. Annual Report 2025
IV. Information About Directors 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 Whethe
pre-tax r
remunerati receive
Number of on remuner
Gend Date of Date of shares held
Number of Increase/De Reason received ation
Name Capacity er Age taking at the
shares held crease in for from the from
office leaving beginning at the end of shares in the increase/ Company related
of the year the year year decrease during the partiesreporting of the
period (in Compan
10000 y
Yuan)
Wu Jianshu President Director Male Seconda No
62 2023-10-19 2026-10-18 11996731 8998469 -2998262 rymarket 0.00
selling
Wu Haonian Vice President Male Seconda No
Director 26 2023-10-19 2026-10-18 1982585 1487285 -495300 rymarket 51.29
selling
Wang Bin Director President Male 51 2023-10-19 2026-10-18 430.00 No
Pan Director Vice Male
Xiaoyong President of BU 46 2023-10-19 2026-10-18 650.00
No
Wu Weifeng Director Vice Male
President of BU 49 2023-10-19 2026-10-18 550.00
No
Wang Employee Male No
Weiwei representative 43 2023-10-19 2026-10-18 300.00
director
Zhao Independent director Fema 56 2023-10-19 2026-10-18 6.00 No
48 / 309Ningbo Tuopu Group Co. Ltd. Annual Report 2025
Xiangqiu le
Wang Independent director Male No
Yongbin 69 2023-10-19 2026-10-18 6.00
Xie Huajun Independent director Fema
le 49 2023-10-19 2026-10-18 6.00
No
Jiang Vice President Male
Kaihong 55 2023-10-19 2026-10-18 200.00
No
Hong Financial Director Male
Tieyang 48 2023-10-19 2026-10-18 85.00
No
Wang Board Secretary Male
Mingzhen 47 2023-10-19 2026-10-18 78.00
No
Total / / / / / 13979316 10485754 -3493562 / 2362.29 /
Name Working Experience
Wu Jianshu Male born in 1964 a Hongkong resident ormerly as President of Ningbo Tuopu Vibration Control System Co. Ltd. President of Ningbo
Tuopu Soundproof System Co. Ltd. President of Ningbo Tuopu Coupling Co. Ltd. President of Ningbo Tuopu Automobile Special
Rubber Co. Ltd. President of Ningbo Tuopu Brake System Co. Ltd. Currently in the capacity of President of MECCA
INTERNATIONAL HOLDING (HK) LIMITED President and Director of the Company.Wu Haonian Male born in 2000 a Hong Kong resident graduated from the University of Toronto Canada on July 2023 and was elected as a director of
the fifth session of the Board of Directors of the Company on October 2023 by the shareholders' meeting of the Company. Currently in the
capacity of the Vice President and Director of the Company.Wang Bin Male born in 1975 a Chinese national Bachelor's degree with no permanent residency outside the country. Formerly as Vice General
Manager of Ningbo Economic and Technological Development Zone Tuopu Industrial Co. Ltd. Director and General manager of Ningbo
Tuopu Vibration Control System Co. Ltd. General manager of Ningbo Tuopu Import and Export Co. Ltd. Vice general manager and
Director of Ningbo Tuopu Brake System Co. Ltd. Currently in the capacity of Director and President (General Manager) of the Company.Pan Xiaoyong Male born in 1980 a Chinese national Doctor’s Degree in Engineering with permanent residency outside the country. Formerly as Vice
President of Ningbo Tuopu Acoustics Vibration Technology Co. Ltd. Manager of System Development Department of Ningbo Tuopu
Acoustics Vibration Technology Co. Ltd. and Director of Ningbo Tuopu Brake System Co. Ltd. Currently in the capacity of President of
Ningbo Ushone Electronic Chassis Co. Ltd. and Director and Deputy GM (Vice President) of the Company.Wu Weifeng Male born in 1977 a Chinese national Bachelor’s degree with no permanent residency outside the country. Formerly as Director of of
Ningbo Tuopu Acoustics Vibration Technology Co. Ltd. General manager of Ningbo Tuopu Automobile Special Rubber Co. Ltd.
49 / 309Ningbo Tuopu Group Co. Ltd. Annual Report 2025
General manager of Ningbo Bahe Mould Co. Ltd. Vice general manager of Ningbo Tuopu Soundproof System Co. Ltd. Vice general
manager and Director of Ningbo Tuopu Brake System Co. Ltd. Currently in the capacity of Director and Vice general manager of the
Company.Wang Weiwei Male born in 1983 a Chinese national with no permanent foreign residency B.S. in Automotive Engineering from Tsinghua University
Ph.D. in Mechanical Engineering from Tsinghua University. Formerly as General manager of Intelligent braking system and Stability
Control System of Ningbo Tuopu Group Co. Ltd. currently in the capacity of Employee Representative Director of the Company Senior
General Manager of Brake System of Ningbo Ushone Electronic Chassis Co. Ltd.Zhao Xiangqiu Female born in 1970 a Chinese national with no permanent residence abroad bachelor's degree. Formerly as a practicing lawyer in
Zhejiang Fanxin Law Firm currently as a lawyer partner and executive director of Zhejiang Yahui Law Firm. Currently as a lawyer and
partner of Zhejiang Tai’an Law Firm. Currently as an independent director of Jifeng Co. Ltd. (603997.SH).Wang Yongbin Male born in 1957 a Chinese national with no permanent residence outside China holder of professor's title. Formerly taught students in
Zhejiang Agricultural University at Ningbo after graduation formerly as a professor of machinery at Zhejiang Wanli University the first
tutor of master candidates General manager of the Institute of Mechatronic System Technology Director of Mechatronic System
Technology Laboratory now retired. Currently as an independent director of the Company concurrently hold the office of independent
director in Ningbo Jifeng Auto Parts Co. Ltd. (603997.SH) NBTM New Materials Group Co. Ltd. (600114.SH) Zhejiang LERA New
Energy Power Technology Co. Ltd. and Ningbo Da Zhi Machine Technology Co. Ltd.Xie Huajun Female born in 1977 a Chinese national with no right of abode abroad holder of bachelor degree. he deputy department manager of
Ningbo Donghai Accounting Firm. The independent director of the Company currently as an independent director of Jifeng Co. Ltd.
(603997.SH).
Jiang Kaihong Male born in 1971 a Chinese national with no permanent residence abroad university degree. Formerly as Vice General Manager of
Ningbo Economic and Technological Development Zone Tuopu Industrial Co. Ltd. Director of the R&D Center of Ningbo Tuopu
Vibration Control System Co. Ltd. General Manager of Ningbo Tuopu Automobile Parts Co. Ltd. and General Manager of the Electronic
System Division of Ningbo Tuopu Brake System Co. Ltd. Currently in the capacity of the vice president (deputy general manager) of the
Company and the senior general manager of Ningbo Ushone Electronic Chassis Co. Ltd.Hong Tieyang Male born in 1978 a Chinese national with no permanent residence abroad university degree. Formerly as Financial Officer of Ningbo
Huazhong Plastic Products Co. Ltd. Project Manager of Ningbo Zhongcheng Tax Accountant Firm and Financial Manager of Ningbo
Tuopu Group Co. Ltd. Currently as Financial Director of the Company.Wang Mingzhen Male born in 1979 a Chinese national no permanent overseas residence bachelor degree. He has been the general manager of Ningbo
Tuopu Imp&Exp Co. Ltd. and supervisor of Ningbo Tuopu Group Co. He is now the secretary of the Board of Directors of the Company.Other Notes
□Applicable √Non-applicable
50 / 309Ningbo Tuopu Group Co. Ltd. Annual Report 2025
（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 persons Name of corporate Office held incorporate Date of office Date of end ofin office shareholder shareholder held office
Wu Jianshu MECCA President 2008-07-21
INTERNATIONAL
HOLDING （HK）
LIMITED
Note to office No
held in corporate
shareholder
2. Office held in other entities
√Applicable □Non-applicable
Name of persons
in office Name of other entity
Office held in Date of office Date of end of
other entity held office
Xie Huajun Ningbo Jifeng Auto IndependentParts Co. Ltd. director
Zhao Xiangqiu Ningbo Jifeng Auto IndependentParts Co. Ltd. director
Wang Yongbin NBTM New Materials IndependentGroup Co. Ltd. director
Wang Yongbin Ningbo Da Zhi Machine IndependentTechnology Co. Ltd. director
Notes to office No
held in other
entities
（3）Remuneration of Directors and Officers
√Applicable □Non-applicable
Decision-making procedure as to Under the “Articles of Association” the remuneration of directors
the remuneration of directors and and officers is decided at the general meeting; the remuneration of
officers officers is fixed by the Board of Directors.Whether the Directors withdraw Yes
themselves from the Board's
discussion of their remuneration
matters
Particulars of the recommendations The Remuneration and Appraisal Committee proposed to the
made by the Remuneration and Board of Directors: it believes that the remuneration of the
Evaluation Committee or the Company’s non-independent directors is reasonably determined
special meeting of independent aligning with the compensation levels of the industry and region
directors in respect of the and that the performance assessment and payment of
remuneration of Directors and remuneration comply with the Company’s Articles of Association
officers and relevant remuneration and assessment management systems.The annual allowance for independent directors is considered
reasonable adequately reflecting the capital market environment
the overall average level of the industry and the professional
advice or assistance provided by the independent directors to the
51 / 309Ningbo Tuopu Group Co. Ltd. Annual Report 2025
Board of Directors during the reporting period. The remuneration
system for senior management is formulated by comprehensively
considering factors such as the industry company size operating
region comparable companies and specific operating
performance. The performance assessment and payment of this
remuneration comply with the Company’s Articles of Association
and relevant remuneration and assessment management systems.Basis for fixing the remuneration The remuneration is determined based on the industry and region
of directors and officers in which the Company operates with reference to the standards of
comparable listed companies and the Company’s actual
circumstances.Actual payment of the During the reporting period all remuneration for directors and
remuneration of directors and senior management has been paid in full.officers
Total remuneration received by all RMB 23.6229 million
directors and officers at the end of
the reporting period
Basis for Performance Assessment Completed
and Completion Status of Actual
Remuneration Received by All
Directors and Senior Management
at the End of the Reporting Period
Deferred Payment Arrangements NA
for Actual Remuneration Received
by All Directors and Senior
Management at the End of the
Reporting Period
Suspension and Clawback NA
Circumstances of Actual
Remuneration Received by All
Directors and Senior Management
at the End of the Reporting Period
（4）Changes in directors supervisors and officers
□Applicable √Non-applicable
(5)Notes to punishments imposed by securities regulatory institutions over the past three years
□Applicable √Non-applicable
(6)Others
□Applicable √Non-applicable
IV. Performance of Duties by Directors
(1) Information about the presences of directors in board meeting and general meeting
Presences in
Presences in board meeting general
meeting
Whether
Name of Whether as Number of
director independent mandatory Number of
failed to
director attendances Number ofattendances attendances by
Number of Number present in Number of
in board in person communication
attendances of two
meeting this means by proxy absences consecutive
presences
year meetings inperson
Wu Jianshu No 13 13 0 0 0 No 4
Wu Haonian No 13 13 0 0 0 No 4
52 / 309Ningbo Tuopu Group Co. Ltd. Annual Report 2025
Wang Bin No 13 13 0 0 0 No 4
Pan Xiaoyong No 13 13 0 0 0 No 4
Wu Weifeng No 13 13 0 0 0 No 4
Wang Weiwei No 13 13 0 0 0 No 4
Zhao Xiangqiu No 13 13 0 0 0 No 4
Xie Huajun Yes 13 13 0 0 0 No 4
Wang Yongbin Yes 13 13 0 0 0 No 4
Notes to failure to be present in two consecutive meetings board meetings
□Applicable √Non-applicable
Number of board meetings convened in the year 13
Including: number of on-site meetings 13
Number of meetings convened by communication 0
means
Number of meetings convened on site by 0
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
(1) . Members of special committees under the Board of Directors
Category of Special
Committees Name of Member
Auditing Committee Xie Huajun (Chairman and Convener) Wang Yongbin Zhao Xiangqiu[Note]
Nomination Committee Wang Yongbin (Chairman and Convener) Zhao Xiangqiu Wu Jianshu
Remuneration and
Assessment Committee Zhao Xiangqiu (Chairperson Convener) Xie Huajun Wu Jianshu
Strategy and Investment
Committee Wang Bin (Chairman Convener) Pan Xiaoyong Xie Huajun
[Note] On December 1 2025 the 28th meeting of the Company’s 5th Board of Directors elected Zhao
Xiangqiu as a member of the 5th Board of Directors’ Audit Committee. For details please refer to the“Announcement on Director Adjustment Election of Employee Representative Director andBy-election of Audit Committee Member” (Announcement No.: 2025-082) disclosed by the Company
on December 2 2025.
(2) Four meetings held by the Auditing Committee during the reporting period
Other
Date of Circumstances
convention Session Key Opinions and Suggestions aboutPerformance of
Duties
The 5th Board of The following matters were discussed and
April 7 Directors Audit approved:
2025 Committee 6th 1. Proposal on the 2024 Financial Final AccountsWorking Meeting Report
2. Proposal on the 2024 Internal Control
53 / 309Ningbo Tuopu Group Co. Ltd. Annual Report 2025
Evaluation Report
3. Proposal on the Re-appointment of the 2025
Audit Firm
4. Proposal on the Full Text and Summary of the
2024 Annual Report
5. Proposal on the Confirmation of 2024 Related
Party Transactions
6. Proposal on the Forecast of 2025 Routine
Related Party Transactions
7. Proposal on the Change in Accounting Policies
The 5th Board of The following matters were discussed and
April 16 Directors Audit approved:
2025 Committee 7th 1. Proposal on the Tuopu Group’s 2025 First
Working Meeting Quarter Report
The 5th Board of The following matters were discussed and
August 18 Directors Audit approved:
2025 Committee 8th 1. Proposal on the Tuopu Group’s 2025
Working Meeting Semi-Annual Report and its Summary
The 5th Board of The following matters were discussed and
October 20 Directors Audit approved:
2025 Committee 9th 1. Proposal on the Tuopu Group’s 2025 Third
Working Meeting Quarter Report
(3). The Remuneration and Assessment Committee held one meeting during the reporting period
Date of
convention Session Key Opinions and Suggestions
Other Circumstances about
Performance of Duties
April 11 Resolution passed at The following matters were
2025 the 3rd Meeting of discussed and approved:
the Compensation 1. Recommendation on the
and Evaluation Remuneration of Directors
Committee of the and Officers of the Company
Fifth Session of the for the Year 2024
Board of Directors
(4). The Strategy and Investment Committee held one meeting during the reporting period
Date of
convention Session Key Opinions and Suggestions
Other Circumstances about
Performance of Duties
April 11 The 3rd working The following matter was
2025 meeting of the discussed and approved:
Strategy and ESG 1. Proposal on Investment in
Committee of the Thailand
Fifth Session of the
Board of Directors
(5). Particulars about the Objected Matters
□Applicable √Non-applicable
VI. Notes to Risks Identified by the Audit Committee
□Applicable √Non-applicable
VII. Employees of the Parent and Major Subsidiaries at the End of The Reporting Period
(1) Particulars of Staff members
Number of staff members serving the parent 6705
54 / 309Ningbo Tuopu Group Co. Ltd. Annual Report 2025
company
Number of staff members serving major
subsidiaries 19418
Total number of staff members in service 26123
Number of retiring employees to whom the parent 0
company and other subsidiaries have to bear costs
and expenses
Composition of job positions
Category of job positions Number of specialists
Production staff 16414
Sales & Service Personnel 623
R&D technical staff 5981
Financial staff 324
Administrative staff 2781
Total 26123
Education Background
Category of education Number of members (persons)
Holders of doctoral master degrees 354
Holders of bachelor degrees 3731
Graduated from junior college technical
secondary school 9317
Others 12721
Total 26123
(2) Salary policy
√Applicable □Non-applicable
In line with the strategic development needs coupled with the industry-wide salary and the local
salary level the company has drawn up a set of incentive compensation system and the salary
distribution is moderately inclined to strategic talents salesforce and technical R&D specialists.Adhering to the concept of sustainable development the Company is working to improve employee
welfare and treatment in the rapid development to share the deliverables and enhance employees' sense
of gain; it further continues to give more promotion opportunities to young talents in service provide
them with "open fair and just" career platform for competitive opportunities.The compensation policy is subject to a change from time to time as appropriate to development
personnel supply and external industry salary conditions. In line with the sustainable development track
it will continue to solicit more elites to grow together.
(3)Training plan
√Applicable □Non-applicable
Based on the characteristics of the automobile industry and the development plan the Company has
drawn up a systematic and efficient training system and continuously improved its independent
evaluation system for engineers and skilled talents with a view to serving its personnel needs in respect
of R&D technology QC quality production procurement shipping sales finance IT and human
resources.The Company provides staff members with various opportunities for professional learning
engagement in industry technical exchanges and management forums so as broaden global horizon of
specialists give employees at different levels an access to systematic training acquire good expertise
and skills and improve their business and management capabilities. The long-term sustainable
development has built up a strong pool of talents.
(4) Outsourcing of labor services
□Applicable √Non-applicable
55 / 309Ningbo Tuopu Group Co. Ltd. Annual Report 2025
VIII. The plan for the profit distribution of common stocks or the transfer of capital reserves
(1) Preparation execution or adjustment of cash dividend policy
□Applicable √Non-applicable
1. Formulation of cash dividend policy
On April 22 2024 the Company held the eighth meeting of the fifth session of the Board of Directors
and considered and approved the "Proposal on the Plan for Shareholder Dividends and Returns in the
Next Three Years (2024-2026)". On June 24 2024 the company held the 2023 Annual General Meetin
at which the above proposal was considered and approved. The cash dividend policy as contained in the
"Shareholder Dividend Return Plan for the Next Three Years (2024-2026)" is described as follows:
Factors under consideration: The Company pinpoints long-term sustainable development. Given this
efforts should be done to consider the actual operating conditions development goals external financing
environment and the requirements and wills of investors especially small and medium investors in all
aspects and establish a sustainable stable rational return planning and mechanism making institutional
arrangements for dividend distribution guarantee reasonable returns brought to investors and ensure the
continuity and stability of the dividend distribution policy.Drawing up principles: the Company applies a positive profit distribution policy and values reasonable
investment returns for investors. The Company should maintain the continuity and stability of the profit
distribution policy while taking into account the long-term interests the overall interests of all
shareholders and the sustainable development of the Company. The Board of Directors Board of
Supervisors and general meeting shall consider the opinions of independent directors and public
investors in he decision-making process and justification of profit distribution policies in all aspects.Form of profit distribution: If the Company is eligible for distribution of cash dividends the profit
distribution method of cash dividends is preferred. Profits can be distributed in cash stock or a
combination of both.Conditions for distribution of cash dividends: Cash dividends can be distributed where the following
conditions are satisfied:
(1) The distributable profit realized by the Company in the year (the profit after tax netting of covering
losses and drawing the provident fund) is a positive value;
(2) The auditor issues a standard unqualified audit report on the annual financial report. With the above
conditions for dividend distribution are satisfied after the company has fully reserved the statutory
reserve fund and surplus reserve fund if there is no major cash payment or other events the profit
distributed in cash in a year in principle shall not be less than 30% of the distributable profit realized in
the year.Significant cash expenditure refers to one of the following circumstances:
* The accumulative expenses of the proposed foreign investment acquisition of assets equity or
purchase of equipment land and real estate over a course of the next twelve months have reached or
exceeded 30% of the last audited net assets;
* The accumulative expenses of the proposed foreign investment acquisition of assets equity or
purchase of equipment land and real estate over a course of the next twelve months have reached or
exceeded 20% of the last audited net assets;
Provided that there are sufficient cash dividends available for distribution the Company may otherwise
increase stock dividend distribution and capital reserve. If the Board of Directors fails to make an annual
cash profit distribution plan or the annual cash profit d
stribution ratio is less than 30% of the distributable profits realized in the year it is necessary to account
for following circumstances:
* In view of the characteristics of the industry in which it currently engages the stage of development
business model profit level and whether there are major capital expenditure arrangements account for
the reasons for failing to distribute cash dividends or distributing cash dividends at a low level;
* The specific use of the retained undistributed profits and the relevant estimated income;
* The independent opinions expressed by independent directors on the rationality of no or low level of
distribution of cash dividends. After the end of each fiscal year the Board of Directors comes up with a
dividend distribution proposal and submits it to the general meeting for consideration. The Company
56 / 309Ningbo Tuopu Group Co. Ltd. Annual Report 2025
embraces suggestions and supervision from all shareholders independent directors supervisors and
public investors on the dividend distribution.Percent and time interval of cash dividends: The Board of Directors should consider factors such as
the characteristics of the industry in which it currently engages the stage of development business
model profit level and whether there are major capital expenditure arrangements tell the differences of
the following circumstances and propose differentiated cash dividend policy following the procedures
as set out in the Articles of Association:
(1) If the development stage is mature and there is no major capital expenditure arrangement over a
course of the next twelve months at the time of making profit distribution the percent of cash dividends
in this profit distribution should be at least 80%;
(2) If the development stage is mature and there is no major capital expenditure arrangement over a
course of the next twelve months at the time of making profit distribution the percent of cash dividends
in this profit distribution should be at least 40%;
(3) If the development stage is mature and there is no major capital expenditure arrangement over a
course of the next twelve months at the time of making profit distribution the percent of cash dividends
in this profit distribution should be at leas 40%;
(4) If the development stage is mature and there is no major capital expenditure arrangement over a
course of the next twelve months at the time of making profit distribution the percent of cash dividends
in this profit distribution should be at least 20%;
If it is difficult to identify the development stage but there are major capital expenditure arrangements
over a course of the next twelve months the preceding paragraph may apply.In principle the company distributes cash dividends if the relevant plant has been considered and
approved by the annual general meeting. The Board of Directors can propose the company to distribute
interim cash dividends based on the profitability and capital needs.Conditions for distribution of stock dividends: Where the operating conditions are good and the
Board of Directors believes that the distribution of stock dividends inure to the overall interests of all
shareholders it can propose a stock dividend distribution plan provided that there are sufficient cash
dividends available for distribution. Where stock dividends are used for profit distribution there should
be real and reasonable factors such as the growth of the company and the dilution of net assets per share.Decision procedures and mechanisms: The annual profit distribution plan is proposed and drawn up
by the Board of Directors in combination with the provisions of this proposal profitability capital
supply and demand and independent directors express independent opinions on the profit distribution
plan (In order to implement the requirements of the reform of the independent director system the
independent directors are not required to express their opinions here.) and submit it to the general
meeting for consideration and approval following proper consideration and approval by the Board of
Directors. Independent directors can ask for opinions from minority shareholders put forward dividend
proposals and submit it directly to the Board of Directors for consideration and approval. Where the
general meeting considers on the profit distribution plan the Company shall provide shareholders with
online voting methods communicate and communicate with shareholders especially small and medium
shareholders through a plurality of channels listen to the opinions and appeals of small and medium
shareholders and promptly answer the concerns of small and medium shareholders. As soon as the a
resolution on the profit distribution plan is adopted at the general meeting the Board of Directors must
complete the distribution of dividends (or shares) within 2 months after the convention of general
meeting. If the Company is profitable in the current year and qualifies for cash dividends but the Board
of Directors fails to submit a profit distribution plan to the general meeting under the established profit
distribution policy it shall give the reasons the purpose and utilization plan of the funds not used for
dividends retained in the company in the regular report and independent directors will express
independent opinions.Changes in the company-specific profit distribution policy: The Company should draw up or adjust
dividend return plans and protocols as appropriate and in conjunction with the opinions of shareholders
(especially public investors) and independent directors. However the Company should procure the
current and future dividend return plans and protocols not to violate the following principles: when the
Company is profitable in the year and qualifies for cash dividends the company should distribute
dividends in cash and the profit distributed in cash must not be less than 20% of the current profit
distribution.If it is necessary to adjust the profit distribution policy due to major changes in the external business
environment or its own business conditions the protection of shareholders’ rights and interests should be
57 / 309Ningbo Tuopu Group Co. Ltd. Annual Report 2025
taken as the starting point and the reasons should be demonstrated and explained in detail in the
proposal of the general meeting of shareholders; the adjusted profit distribution policy must not violate
the provisions of the CSRC. The relevant regulations of the board of directors and the stock exchange;
the proposal on adjusting the profit distribution policy must be submitted to the general meeting of
shareholders for approval after being considered and approved by the board of directors and the board of
supervisors. Independent directors should express independent opinions on the proposal and the general
meeting of shareholders should adopt online voting Provide conditions for public shareholders to attend
and vote in other ways. The profit distribution policy adjustment plan shall be approved by more than
2/3 of the voting rights held by the shareholders present at the general meeting.
Material change in the external business environment or operating conditions shall refer to: 1. Material
changes in national laws regulations and industry policies cause a major adverse impact on the
production and operation resulting in the operating losses; 2. Force majeure factors such as wars and
natural disasters have caused major adverse effects on the production and operation resulting in
operating losses of the company; 4. Other matters as stipulated by the China Securities Regulatory
Commission and the stock exchange.
2. Implementation of cash dividend policy
The Company’s 2024 Annual General Meeting held on May 14 2025 approved the 2024 profit
distribution proposal submitted by the Company’s Board of Directors: Based on the total number of
shares registered on the record date for the implementation of the equity distribution a cash dividend of
RMB 5.19 (tax inclusive) per 10 shares was to be distributed to all shareholders.The Company’s 2024 profit distribution was implemented based on the total share capital of
1737835580 shares prior to the plan’s execution with a cash dividend of RMB 0.519 (tax inclusive)
per share distributed. A total cash dividend of RMB 901936666.03 was distributed. The Company
completed the distribution of the aforementioned dividends on June 13 2025.
(2) Special note to cash dividend policy
√Applicable □Non-applicable
Whether it complies with the provisions of the Company’s Articles of Association √Y □N
or the requirements of the shareholders’ meeting resolution.Whether the dividend standard and proportion are definitive and clear √Y □N
Whether the relevant decision procedures and mechanisms are complete √Y □N
Whether independent directors have performed their duties of due diligence and √Y □N
fulfilled due roles
Whether the minority shareholders have the chance to fully express their opinions √Y □N
and demands and whether their legitimate rights and interests are fully protected
(3) If the Company earns profit during the reporting period and the parent's profit available to
shareholders for distribution is positive but no cash profit distribution plan has been proposed
the Company is required to give the exact reasons and the intended use and the plan of utilizing
undistributed profits.□Applicable √Non-applicable
(4) Profit distribution and the circumstances at which capital reserves are converted into
additional shares during the reporting period
√Applicable □Non-applicable
Unit: Yuan Currency: RMB
Number of bonus issues (stocks) every 10 shares
Number of dividends distributed (yuan) (with tax
included) every 10 shares 4.90
Number of additional shares (stocks) every 10 shares
Amount of cash dividends (with tax included) 851539434.20
58 / 309Ningbo Tuopu Group Co. Ltd. Annual Report 2025
Net profit attributable to common shareholders of
public company in the consolidated statement 2779071103.34
Net profit attributable to common shareholders of
public company as a percentage in the consolidated 30.64
statement (%)
The amount at which the shares repurchased in cash
are recognized as cash dividends
Gross amount of dividends (with tax included) 851539434.20
Ratio of the gross amount of dividends to the net
profit attributable to ordinary shareholders of the 30.64
listed company in the consolidated statement (%)
(5) Cash dividends for the last three fiscal years
√Applicable □Non-applicable
Unit: Yuan Currency: RMB
Cumulative cash dividend amount for the last three fiscal years (with tax
included)(1) 2399979526.75
Cumulative amount of repurchase and write-off in the last three fiscal years(2)
Cumulative amount of cash dividends and repurchase and write-off in the last
three fiscal years(3)=(1)+(2) 2399979526.75
Average annual net income for the last three fiscal years(4) 2643439781.35
Proportion of cash dividends in the last three fiscal years (%)(5)=(3)/(4) 90.79
Net profit attributable to common shareholders of the listed company in the
consolidated statement of income for the most recent fiscal year 2779071103.34
Undistributed profit at the end of the year in the parent company's statement for
the most recent fiscal year 5428524616.70
IX. Conditions and Impact of Equity Incentive Plan ESOP (employee stock ownership plan) or
Other Employee Incentive Measures of the Company
(1) Related incentive events have been disclosed in the provisional announcement and there is no
progress or change in subsequent implementation
□Applicable √Non-applicable
(2) Incentives that are not disclosed in the provisional announcement or there is a progress in
subsequent implementation
Condition of equity incentives
□Applicable √Non-applicable
Other notes
□Applicable √Non-applicable
ESOP
□Applicable √Non-applicable
Other incentives
□Applicable √Non-applicable
(3) Share incentives granted by directors supervisors and officers during the reporting period
□Applicable √Non-applicable
59 / 309Ningbo Tuopu Group Co. Ltd. Annual Report 2025
(4) During the reporting period the evaluation mechanism for officers as well as the condition of
establishment and implementation of the incentive mechanism
□Applicable √Non-applicable
X. Construction and execution of internal control system during the reporting period
□Applicable □Non-applicable
During the reporting period the Company has established a strict internal control managementsystem exactly as per the laws and regulations formulated by CSRC and those under the “CompanyLaw” and “Articles of Association” continued to modified and specified such internal control
management system in consideration of industry-wide characteristics and its business operations
improved the efficiency of business decisions provided some guarantee for the legal compliance of
business operations and management and th
asset safety and promoted the steady execution of company strategies.Such internal control system is structurally reasonable the internal control system framework suits
the requirements of five ministries and commissions including the Ministry of Finance and the China
Securities Regulatory Commission that internal control system should be complete reasonable and
effective and meets the needs of company management and development. The Company is modifying
the internal control system and making it work has attained the anticipated objective as to internal
control and protected the interests of the Company and all shareholders.At the 31th meeting of the Fifth Session of the Board of Directors the "Proposal on the 2025Internal Control Evaluation Report" was considered and passed and the full text of the “2025 InternalControl Evaluation Report of Tuopu Group” was disclosed on the SSE website on the same day.Notes to significant deficiencies in internal control during the reporting period
□Applicable √Non-applicable
XI. Management and control status of subsidiaries during the reporting period
√Applicable □Non-applicable
During the reporting period the Company subjected its subsidiaries to total budget control and
enhanced the early warning competence by modifying the effective internal control mechanism. With an
internal control system deployed from the management level to the business level the Company further
strengthened the ability in total risk control by performing financial data analysis on the OA and ERP
systems.XII. Notes to relevant information on the internal control audit report
√Applicable □Non-applicable
The Company appointed BDO China Shu Lun Pan Certified Public Accountants LLP (Special
General Partnership) to audit its internal control and issued standard unqualified audit report. More
details are available in the “2025 Internal Control Audit Report of Ningbo Tuopu Group Co. Ltd.” as
disclosed on the SSE website on the same day (Xin Kuai Shi Bao Zi [2026] No. ZF10119).Whether the internal control audit report has been disclosed: Yes
Type of internal control audit report: Standard and unqualified audit report
Whether a non-standard internal control audit opinion was issued during the reporting period or the
previous year.□Applicable √Non-applicable
XIII. Status of Rectification of Self-inspection Issues under the Special Action for Improving
Corporate Governance of Listed Companies
Not applicable
60 / 309Ningbo Tuopu Group Co. Ltd. Annual Report 2025
XIV. Environmental Information of Listed Companies and Their Major Subsidiaries Included
in the List of Enterprises Required to Disclose Environmental Information by Law
□Applicable √Non-applicable
Other Explanations
□Applicable √Non-applicable
XV. Status of Social Responsibility Work
(i) Whether the Social Responsibility Report Sustainable Development Report or ESG Report is
Disclosed Separately
√Applicable □Non-applicable
For details please refer to the “Ningbo Tuopu Group Co. Ltd. 2025 Sustainable Development Report”
disclosed by the Company on the Shanghai Stock Exchange website on the same day.(ii) Specific Details of Social Responsibility Work
√Applicable □Non-applicable
Donations Public Welfare Projects Quantity / Content Note
Total Investment (in RMB 10000) 60
RMB 400000 for ecological
environment protection public
Of which: Cash (in RMB 10000) 60 welfare projects;
RMB 200000 for commending
outstanding teachers.In-kind Value (in RMB 10000)
Number of Beneficiaries (persons)
Specific Notes
√Applicable □Non-applicable
1. In June 2025 the Company donated RMB 400000 to the Ningbo Beilun “Two Mountains”
Environmental Protection Foundation to support ecological environment protection public welfare
projects.
2. In October 2025 the Company donated RMB 200000 to the Ningbo Qianwan New Area Education
Culture Sports and Tourism Bureau to commend outstanding teachers.XVI. Specific Details of Efforts to Consolidate and Expand Achievements in Poverty Alleviation
Rural Revitalization etc.Specific Notes
□Applicable √Non-applicable
XVII. Other
□Applicable √Non-applicable
61 / 309Ningbo Tuopu Group Co. Ltd. Annual Report 2025
Section 5 Significant Events
I. Performance of commitments
(1) Commitments made by actual controllers shareholders related parties acquirers of the Company and the Company and other related parties
making commitments during the reporting period or continuing to the reporting period
√Applicable □Non-applicable
Date If such
and Whether Whether commitments
If such
Background there is a performe cannot be commitments Background
of Type of Committed deadli cannot be of
commitment commitment by
Content of commitment ne of deadline for d strictly completed
commi performanc and timely state
completed commitmen
tment e timely the specific
timely state t
reason the next plan
Horizontal MECCA 1. The Company does not have March No Continuo Yes NA NA
competition INTERNAT and will not be directly or 2012 us
IONAL indirectly engaged in or by any
HOLDING form including but not limited to（HK） holding participating of shares
LIMITED joint venture associate
partnership lease agent
operation trust or other similar
Commitment form engage in any operation or
related to activity that may have
IPO constituted or substantiallyconstitute a current or potential
competition against the existing
and future operations of Tuopu
Group and its holding
subsidiaries.
2. For enterprises or economic
entities directly or indirectly
controlled by the Company the
Company will through its
62 / 309Ningbo Tuopu Group Co. Ltd. Annual Report 2025
representative bodies and
personnel (including but not
limited to directors general
managers financial personnel
etc.) or through its controlling
position (such as shareholder
rights director rights) cause
such enterprises to fulfill the
obligation to avoid horizontal
competition in accordance with
standards equivalent to those
applicable to the Company
under this undertaking letter
ensuring that they do not engage
in horizontal competition with
Tuopu Group and its
subsidiaries.
3. If any change in policies and
regulations or other reasons that
are not attributable to the
Company unavoidably causes
other companies or economic
entities controlled by Company
or any company or economic
entity that the Company may
impose significant impact has
constituted or may potentially
constitute competition Tuopu
Group shall have the right of
first refusal as to the trusted
management (contracting
operation leasing operation) or
acquisition in respect of such
operations that have constituted
or may potentially constitute
63 / 309Ningbo Tuopu Group Co. Ltd. Annual Report 2025
competition.
4. The above commitments are
unconditional if a violation of
the above commitments inflicts
any financial loss to Tuopu
Group the Company will
indemnify other shareholders or
interested parties of Tuopu
Group against such losses as
comprehensive prompt and
sufficient.
5. This letter of commitment
shall remain in force and effect
whenever the Company and any
company controlled by the
Company are related to Tuopu
Group.Resolve MECCA 1. The Company and its March No Continuo Yes NA NA
related party INTERNAT controlled entities will do the 2012 us
transactions IONAL utmost to avoid related
HOLDING transactions with the issuer and（HK） its subsidiaries.LIMITED 2. If related party transactions
are unavoidable both parties to
the transactions will strictly
follow the normal business code
of conduct. The pricing policy
applicable to related party
transactions must follow the
principles of fairness
impartiality and openness in the
market and the transaction price
is fixed at the price at which the
transaction are conducted with
an independent third party in the
64 / 309Ningbo Tuopu Group Co. Ltd. Annual Report 2025
market. For major related party
transactions without market
price available for comparison
or pricing is restricted the
transaction price shall be fixed
at the cost of the commodities or
abor services traded in
accordance with a reasonable
profit standard with a view to
ensuring fair transaction prices.
3. The Company undertakes to
perform the necessary
procedures in strict accordance
with the current national laws
regulations normativedocuments the “Articles ofAssociation” the “Related PartyTransaction Control System”
and other applicable provisions
adhere to the principles of
market fairness fairness and
openness and define the rights
and obligations of both parties
and maintain the fairness and
reasonableness of related party
transactions without any
circumstance prejudicing the
interests of all shareholders of
Tuopu.
4. The Company and its
controlled entities will not
illegally occupy the funds and
any other assets and resources of
Tuopu Group for any reason or
in any manner whatsoever and
65 / 309Ningbo Tuopu Group Co. Ltd. Annual Report 2025
will not require Tuopu Group to
provide any form of guarantee
under any circumstances
whatsoever.
5. The aforementioned
commitments are unconditional.If any economic losses are
caused to Tuopu Group due to a
breach of these commitments
the Company shall provide
comprehensive timely and full
compensation for the losses
incurred by Tuopu Group other
shareholders of Tuopu Group or
relevant stakeholders as a result.
6. This letter of commitment
shall remain in force and effect
whenever the Company and its
controlled entities are related to
Tuopu Group.Other MECCA If the issuer's prospectus March No Continuo Yes NA NA
INTERNAT contains any falsified records 2012 us
IONAL misleading statements or
HOLDING material omissions which（HK） constitutes a significant and
LIMITED substantial impact on
determining whether the issuer
meets the issuance conditions as
prescribed by law the Company
will within 30 days after the
CSRC rules illegal facts
repurchase the restricted shares
that are originally transferred
and urge the issuer to repurchase
all new shares in this public
66 / 309Ningbo Tuopu Group Co. Ltd. Annual Report 2025
offering; the Company will fix
the repurchase price at the
higher of the issuer's stock issue
price and the average
transaction price of the issuer's
stock within 30 trading days
before the CSRC rules illegal
facts and repurchase all the
original restricted shares that
have been sold. If the issuer's
shares are involved in the
issuance of bonus shares or
conversion of capital reserves
into share capital such issue
price and repurchase quantity
will be adjusted where
applicable. The Company will
indemnify the investors
enduring financial losses in
securities transactions due to
false records misleading
statements or material omissions
in the issuer's prospectus for this
public offering of stocks. Within
30 days after such illegal facts
are ruled by CSRC the stock
exchange or the judicial
authority the Company will in
line with the principles of
simplifying procedures actively
negotiating compensating in
advance maintaining the
interests of investors especially
small and medium investors
and in accordance with the
67 / 309Ningbo Tuopu Group Co. Ltd. Annual Report 2025
measurable economic losses
directly endured by investors
elect to reconcile with investors
mediate with investors through
third parties or otherwise
establish investor compensation
funds to actively indemnify the
investors harmless from and
against the direct economic
losses endured therein. The
standard scope of subjects and
sum of such indemnity shall be
subject to the final
indemnification plan prevailing
in the occurrence of the above
circumstances.Others MECCA From August 31 2012 nothing March No Continuo Yes NA NA
INTERNAT will procure Ningbo Tuopu 2012 us
IONAL Group Co. Ltd. to use any
HOLDING raised funds from this issuance（HK） and listing for real estate
LIMITED business or real estate
enterprises.Others Ningbo If the issuer's prospectus March No Continuo Yes NA NA
Tuopu contains any falsified records 2015 us
Group Co. misleading statements or
Ltd. material omissions which
constitutes a significant and
substantial impact on
determining whether the issuer
meets the issuance conditions as
prescribed by law the Company
will within 30 days after the
CSRC rules illegal facts
repurchase the restricted shares
68 / 309Ningbo Tuopu Group Co. Ltd. Annual Report 2025
that are originally transferred
and urge the issuer to repurchase
all new shares in this public
offering; the Company will fix
the repurchase price at the
higher or the issuer's stock issue
price and the average
transaction price of the issuer's
stock within 30 trading days
before the CSRC rules illegal
facts and repurchase all the
original restricted shares that
have been sold. If the issuer's
shares are involved in the
issuance of bonus shares or
conversion of capital reserves
into share capital such issue
price and repurchase quantity
will be adjusted where
applicable. The Company will
indemnify the investors
enduring financial losses in
securities transactions due to
false records misleading
statements or material omissions
in the issuer's prospectus for this
public offering of stocks. Within
30 days after such illegal facts
are ruled by CSRC the stock
exchange or the judicial
authority the Company will in
line with the principles of
simplifying procedures actively
negotiating compensating in
advance maintaining the
69 / 309Ningbo Tuopu Group Co. Ltd. Annual Report 2025
interests of investors especially
small and medium investors
and in accordance with the
measurable economic losses
directly endured by invesors
elect to reconcile with investors
mediate with investors through
third parties or otherwise
establish investor compensation
funds to actively indemnify the
investors harmless from and
against the direct economic
losses endured therein. The
standard scope of subjects and
sum of such indemnity shall be
subject to the final
indemnification plan prevailing
in the occurrence of the above
circumstances.Others Ningbo If the company's stock price March No Continuo Yes NA NA
Tuopu falls below its audited net assets 2015 us
Group Co. per share in the previous year
Ltd. within three years after its IPO
and listing (hereinafter referred
to as "net asset value per share"
total number of the ordinary
shareholders' equity attributable
to the parent in the consolidated
financial statements/number of
shares of the company at the end
of the year if the company
conducts ex-rights or
ex-dividends due to distribution
of cash dividends bonus shares
conversion of share capital
70 / 309Ningbo Tuopu Group Co. Ltd. Annual Report 2025
additional issuance of new
shares the above price should
be adjusted accordingly
hereinafter inclusive). The
Company repurchases its shares
through centralized bidding
tender offer or other means as
approved by the securities
regulatory authorities. The
Company further commits that
total amount of funds used to
repurchase shares must not
exceed the total sum of funds
raised by its IPO of new shares;
the amount of funds used to
repurchase its shares for
stabilizing the stock price wit
in each period of 12 months
rom the date of listing shall not
be less than RMB 50 million
and the repurchase price must
not exceed the latest audited net
asset value per share before the
announcement of such price
stability plan.Others Ningbo From August 31 2012 nothing Augus No Continuo Yes NA NA
Tuopu will procure Ningbo Tuopu t 2012 us
Group Co. Group Co. Ltd. to use any
Ltd. raised funds from this issuance
and listing for real estate
business or real estate
enterprises.Resolve Wu Jianshu 1. I and the enterprises under my March No Continuo Yes NA NA
related party control will endeavor to avoid 2012 us
transactions engaging in related party
71 / 309Ningbo Tuopu Group Co. Ltd. Annual Report 2025
transactions with the Issuer and
its subsidiaries.
2. If a related party transaction
is unavoidable both parties shall
strictly adhere to normal
business conduct. The pricing
policy for related party
transactions shall follow the
principles of market fairness
justice and openness with
transaction prices determined
based on prices from
transactions with independent
third parties in the market. For
material related party
transactions where no market
price is available for comparison
or pricing is restricted the
transaction price shall be
determined based on a
reasonable profit margin added
to the cost of the goods or
services transacted ensuring the
fairness of the transaction price.
3. I undertake to strictly follow
the necessary procedures in
accordance with current national
laws regulations normative
documents the Company’s
Articles of Association the
Related Party Transaction
Control System and other
relevant provisions. I will
adhere to the principles of
market fairness justice and
72 / 309Ningbo Tuopu Group Co. Ltd. Annual Report 2025
openness clearly defining the
rights and obligations of both
parties to ensure that related
party transactions are fair and
reasonable and will not harm
the interests of all shareholders
of Tuopu.
4. I and the enterprises under my
control will not illegally occupy
Tuopu Group’s funds or any
other assets or resources for any
reason or by any means and
will not under any
circumstances request Tuopu
Group to provide any form of
guarantee.
5. The aforementioned
commitments are unconditional.If any economic losses are
caused to Tuopu Group due to a
breach of these commitments I
shall provide comprehensive
timely and full compensation
for the losses incurred by Tuopu
Group other shareholders of
Tuopu Group or relevant
stakeholders as a result.
6. During the period when I and
the enterprises under my control
have a related party relationship
with Tuopu Group the above
commitments are unconditional.If any economic losses are
caused to Tuopu Group due to a
breach of these commitments I
73 / 309Ningbo Tuopu Group Co. Ltd. Annual Report 2025
shall provide comprehensive
timely and full compensation
for the losses incurred by Tuopu
Group other shareholders of
Tuopu Group or relevant
stakeholders as a result.
7. This undertaking will remain
continuously valid during the
period when I and the
enterprises under my control
maintain a related party
relationship with Tuopu Group.Resolve Wu Jianshu 1. I does not have and will not March No Continuo Yes NA NA
horizontal be directly or indirectly engaged 2012 us
competition in or by any form including but
not limited to holding
participating of shares joint
venture associate partnership
lease agent operation trust or
other similar form engage in any
operation or activity that may
have constituted or substantially
constitute a current or potential
competition against the existing
and future operations of Tuopu
Group and its holding
subsidiaries. 2. For companies
and economic entities directly or
indirectly controlled by I I will
procure such companies and
economic entities to perform the
obligations of avoiding
competition as contained in the
letter of commitment having
equivalent standards to I by
74 / 309Ningbo Tuopu Group Co. Ltd. Annual Report 2025
sending out institutions and
persons (including but not
limited to directors managing
directors financial officers) or
by gaining the controlling status
(e.g.: shareholders’ rights
directors’ rights) so as to keep
such companies and economic
entities from competing against
Tuopu Group and its sub
idiaries. If any change in
policies and regulations or other
reasons that are not attributable
to I unavoidably causes other
companies or economic entities
controlled by
Company/Enterprise or any
company or economic entity
that I may impose significant
impact has constituted or may
potentially constitute
competition Tuopu Group shall
have the right of first refusal as
to the trusted management
(contracting operation leasing
operation) or acquisition in
respect of such operations that
have constituted or may
potentially constitute
competition.
4. The above commitments are
unconditional if a violation of
the above commitments inflicts
any financial loss to Tuopu
Group I will indemnify other
75 / 309Ningbo Tuopu Group Co. Ltd. Annual Report 2025
shareholders or interested
parties of Tuopu Group against
such losses as comprehensive
prompt and sufficient.
5. This letter of commitment
shall remain in force and effect
whenever I and any company
controlled by I are related to
Tuopu Group.Others Wu Jianshu The Company will indemnify March No Continuo Yes NA NA
the investors enduring financial 2015 us
losses in securities transactions
due to false records misleading
statements or material omissions
in the issuer's prospectus for this
public offering of stocks. Within
30 days after such illegal facts
are ruled by CSRC the stock
exchange or the judicial
authority the Company will in
line with the principles of
simplifying procedures actively
negotiating compensating in
advance maintaining the
interests of investors especially
small and medium investors
and in accordance with the
measurable economic losses
directly endured by investors
elect to reconcile with investors
mediate with investors through
third parties or otherwise
establish investor compensation
funds to actively indemnify the
investors harmless from and
76 / 309Ningbo Tuopu Group Co. Ltd. Annual Report 2025
against the direct economic
losses endured therein. The
standard scope of subjects and
sum of such indemnity shall be
subject to the final
indemnification plan prevailing
in the occurrence of the above
circumstancs.
(2) There is an expected profit as to the assets or projects of the Company and the reporting period still falls in the profit expectation period the
Company states whether the assets or projects attain the original profit expectation and gives the reason
□Attained □Not attained √Non-applicable
(3) The status of performance of commitments and its impact on the goodwill impairment test
□Applicable √Non-applicable
Changes to Performance Commitment
□Applicable √Non-applicable
Other Notes
□Applicable √Non-applicable
77 / 309Ningbo Tuopu Group Co. Ltd. Annual Report 2025
II. Whether there is any non-operating capital occupation by the controlling shareholder and its affiliates
□Applicable √Non-applicable
III. Violation of guarantee
□Applicable √Non-applicable
78 / 309Ningbo Tuopu Group Co. Ltd. Annual Report 2025
IV. Notes of the Board of Directors to the "Modified Audit Opinion Report" Released by the
Accounting Firm
□Applicable √Non-applicable
V. Notes to Analysis of the Reasons and Impact of Changes in Accounting Policies Accounting
Estimates or Corrections of Major Accounting Errors
(1) Notes to analysis of the Reasons and Impact of Changes in Accounting Policies or Accounting
Estimates
√Applicable □Non-applicable
The Ministry of Finance issued the Implementation Q&A on Accounting Treatment for Standard
Warehouse Receipt Transactions on July 8 2025. It clearly stipulates that according to the Financial
Instruments Recognition and Measurement Standard if an enterprise enters into frequent contracts on a
futures exchange to buy and sell standard warehouse receipts to profit from price differences without
taking physical delivery of the underlying commodities this typically indicates that the enterprise has a
practice of taking receipt of the contract subject matter and subsequently reselling it in the short term to
profit from short-term fluctuations. In such cases the enterprise should treat the contracts for buying and
selling standard warehouse receipts as financial instruments and apply the accounting treatment in
accordance with the Financial Instruments Recognition and Measurement Standard. If an enterprise
obtains standard warehouse receipts according to the aforementioned contracts and then resells them
within a short period it should not recognize sales revenue. Instead the difference between the
consideration received and the carrying amount of the standard warehouse receipts sold should be
recorded in investment income. Any standard warehouse receipts held by the enterprise at the end of the
period that have not been sold should be presented as other current assets. For standard warehouse
receipts obtained under the aforementioned contracts if this treatment can eliminate or significantly
reduce accounting mismatches the enterprise may upon initial recognition choose to measure them at
fair value with changes recognized in profit or loss applying this consistently to all standard warehouse
receipts that meet the selection criteria. Once an enterprise has chosen to measure standard warehouse
receipts at fair value with changes recognized in profit or loss upon initial recognition it cannot revoke
this choice in subsequent periods.According to the requirements of the Notice on Strictly Implementing Enterprise Accounting Standards
and Effectively Preparing 2025 Annual Enterprise Reports (Accounting Affairs [2025] No. 33) if an
enterprise adjusts its accounting method due to the implementation of the aforementioned provisions on
standard warehouse receipts it should adjust the information for comparable periods in the financial
statements. The implementation of this provision has not had a material impact on the Company’s
financial statements.
1. Changes in Significant Accounting Policies
□Applicable √Non-applicable
2. Changes in Significant Accounting Estimates
□Applicable √Non-applicable
(2) Notes to Analysis of the Reasons and Impact of the Correction of MajorAccounting Errors
□Applicable √Non-applicable
(3) Communication with the Former Accounting Firm
□Applicable √Non-applicable
(4) Approval procedure and other Notes
□Applicable √Non-applicable
79 / 309Ningbo Tuopu Group Co. Ltd. Annual Report 2025
VI. Appointment and Dismissal of Accounting Firm
Unit：in 10000 Yuan Currency：RMB
Current Accounting Firm
Name of domestic accounting firm BDO China Shu Lun Pan Certified
Public Accountants LLP (Special
General Partnership)
Remuneration paid to domestic accounting firm 305
Audit period of domestic accounting firm 15 years
Name of the certified public accountant of the domestic Yu Weiying Tang Jihong
accounting firm
Length of consecutive audit services of CPAs of domestic Yu Weiying with 5 years of service
accounting firms Tang Jihong with 0 years of service
Name Remuneration
Accounting firm responsible for BDO China Shu Lun Pan Certified Public 45
internal control audit Accountants LLP (Special General
Partnership)
Sponsor China Merchants Securities Co. Ltd NA
Notes to appointment and dismissal of accounting firm
√Applicable □Non-applicable
The 2024 general meeting convened by the Company on May 14 2025 considered and passed the
“Resolution on Renewal of the Appointment of Audit Institution for 2025” and decided to renew the
appointment of BDO China Shu Lun Pan Certified Public Accountants LLP (Special General
Partnership) as the audit institution of 2025 who will provide audit and internal control audit services of
the financial report of 2025 or the Company.Notes to change of accounting firm during the reporting period
□Applicable √Non-applicable
Description of the audit fee reduction of 20% or greater (inclusive of 20%) in comparison to the prior
year
□Applicable √Non-applicable
VII. Circumstance of delisting risk
(1) Reasons leading to the warning for delisting risk
□Applicable √Non-applicable
(2) Proposed responses by the Company
□Applicable √Non-applicable
(3) Exposure to the risk of delisting and the reason behind it
□Applicable √Non-applicable
VIII. Events concerning bankruptcy and reorganization
□Applicable √Non-applicable
IX. Significant Lawsuits and Arbitrations
□The Company is involved in any significant lawsuits and arbitrations in the current year √The
Company is not involved in any significant lawsuits and arbitrations in the current year
80 / 309Ningbo Tuopu Group Co. Ltd. Annual Report 2025
(i) Litigation and Arbitration Matters That Have Been Disclosed in Interim Announcements with
No Subsequent Developments
□Applicable √Non-applicable
(ii) Litigation and Arbitration Matters Not Disclosed in Interim Announcements or with
Subsequent Developments
□Applicable √Non-applicable
(iii) Other Explanations
□Applicable √Non-applicable
X. Listed companies and their directors supervisors officers controlling shareholders and
actual controllers suspected of violations of laws and regulations and the situation of
punishments and rectifications
□Applicable √Non-applicable
XI. Notes to the Credit Standing of the Company and Its Controlling Shareholders and Actual
Controllers during the Reporting Period
□Applicable √Non-applicable
XII. Significant Related-party Transactions
(1) Related-party transactions related to daily operations
1. Events that have been disclosed in the provisional announcement and there is no progress or change in
subsequent implementation
□Applicable √Non-applicable
2. Events that have been disclosed in the provisional announcement but there is no progress or change
in subsequent implementation
□Applicable √Non-applicable
3. Events that are not disclosed in the provisional announcement
□Applicable √Non-applicable
(2) Related-party transactions in the acquisition or sale of assets or equity
1. Events that have been disclosed in the provisional announcement and there is no progress or changes
in subsequent implementation
□Applicable √Non-applicable
2. Events that have been disclosed in the provisional announcement but there is a progress or change in
subsequent implementation
□Applicable √Non-applicable
3. Events that are not disclosed in the provisional announcement
□Applicable √Non-applicable
81 / 309Ningbo Tuopu Group Co. Ltd. Annual Report 2025
4. Where there is a performance agreement involved the performance achieved during the reporting
period shall be disclosed
□Applicable √Non-applicable
(3) Significant related-party transactions of joint external investment
1. Events that have been disclosed in the provisional announcement and there is no progress or changes
in subsequent implementation
□Applicable √Non-applicable
2. Events that have been disclosed in the provisional announcement but there are progress or changes in
subsequent implementation
□Applicable √Non-applicable
3. Events that are not disclosed in the provisional announcement
□Applicable √Non-applicable
(4) Related credits and liabilities
1. Events that have been disclosed in the provisional announcement but there is no progress or change
in subsequent implementation
□Applicable √Non-applicable
2. Events that have been disclosed in the provisional announcement but there is a progress or change in
subsequent implementation
□Applicable √Non-applicable
3. Events that have not been disclosed in the provisional announcement
□Applicable √Non-applicable
(5)Financial business between the Company and the associated financial company the Company's
holding financial company and the related party
□Applicable √Non-applicable
(6) Other
□Applicable √Non-applicable
XIII. Major contracts and contract performance
1 .Matters relating to trusteeship contracting and leasing
□Applicable √Non-applicable
2. Contracting
□Applicable √Non-applicable
3. Leasing
□Applicable √Non-applicable
82 / 309Ningbo Tuopu Group Co. Ltd. Annual Report 2025
(2) Guarantee
√Applicable □Not applicable
Unit: Yuan Currency: RMB
External guarantees by the Company (other than its guarantees to subsidiaries)
Relation
between Date of Whether Whether Whether
the guarantee it is a
Guarantor guarantor Guaranteed Guaranteed occurred From Until Type of Main Collateral
the the Guarantee Counter-guarantee guarantee
and the party amount (date of guarantee debts (if any)
guarantee guarantee overdue
has been is amount situation for
listed agreementexecution) fulfilled overdue
related
company parties
Total amount of guarantees during the reporting period (other than 0
guarantees to subsidiaries)
Total balance of guarantees at the end of the reporting period (A) 0
(other than guarantees to subsidiaries)
Guarantees by the Company to its subsidiaries
Total amount of guarantees to subsidiaries during the reporting
period 100000000.00
Total balance of guarantees to subsidiaries at the end of the
reporting period (B) 562717984.35
Total amount of company guarantees (including its guarantees to subsidiaries)
Total guarantees (A+B) 562717984.35
Total guarantees as a percentage of the Company's net assets (%) 2.33
Including:
Amount of guarantees provided for shareholders actual controllers
and their related parties (C)
Amount of debt guarantee provided directly or indirectly for the
guaranteed object whose asset-liability ratio exceeds 70% (D)
Amount of the total guarantees exceeding 50% of the net assets (E)
83 / 309Ningbo Tuopu Group Co. Ltd. Annual Report 2025
Total of the above three guarantees (C+D+E)
Note to unexpired guarantees that may bear joint liability for
repayment
Statement of guarantees
(1) To facilitate the smooth development of its European operations the Company’s
wholly-owned subsidiary Tuopu Poland Sp. z o.o. (hereinafter referred to as “Tuopu Poland”)
intends to lease an industrial plant (including office areas production areas and warehouses)custom-built for Tuopu Poland by 7R PROJEKT 35 Sp. z o.o. (hereinafter referred to as “7RProject Company”). In accordance with commercial practice and actual needs the Company
will provide a performance guarantee for the aforementioned lease agreement and authorize the
Chairman or his/her authorized representative to sign the relevant letter of guarantee. The total
liability under the guarantee shall not exceed EUR 7 million and its validity period shall cover
the entire term of the lease agreement and the five months following its expiry or termination
but in any event no later than August 1 2029.
(2) To expand its North American business the Company’s subsidiary Tuopu Mexico S. de
R.L. de C.V. (hereinafter referred to as “Tuopu Mexico”) leased an industrial plant located in
Nuevo León Mexico jointly owned by individuals David Wolberg Peia Armando Arturo
González Gutiérrez Arturo González Gutiérrez Alberto González Gutiérrez and Adrián
González Gutiérrez (collectively referred to as the “Lessors”). It entered into a lease agreement
with Irma Garza Ita the legal representative of the five co-owners. The agreement stipulates
that rent will be paid monthly starting from November 1 2023 for a period of 84 months
(ending October 31 2030). In view of commercial practice and actual needs the Company will
provide a guarantee for the rent stipulated in the above lease agreement and authorizes the
Chairman or his/her authorized representative to sign the guarantee document. The total
liability under the guarantee shall not exceed USD 14 million and its validity period shall
cover the entire term of the lease agreement.
(3) To continue expanding its North American business the Company’s subsidiary Tuopu
Group Mexico S. de R.L. de C.V. (hereinafter referred to as “Tuopu Mexico”) leased an
industrial plant located in Nuevo León Mexico from the lessor Banco Monex S.A. I.B.M
Monex Grupo Financiero acting as Trustee of the Trust identified as F/3485 to serve as the
trim parts plant of the Tuopu Mexico facility (hereinafter referred to as the “Trim Parts Plant”)
for the production of automotive components. It entered into a lease agreement with the lessor
on February 6 2024 for a term of five years. In view of commercial practice and actual needs
the Board of Directors agreed that the Company would provide a guarantee for the rent
stipulated in the above lease agreement in the form of a standby letter of credit. The total
84 / 309Ningbo Tuopu Group Co. Ltd. Annual Report 2025
amount of these two standby letters of credit is USD 5582293.20 equivalent to 24 months’
rent excluding tax.
(4) To continue expanding its North American business the Company’s subsidiary Tuopu
Mexico leased an industrial plant located in Nuevo León Mexico from the lessor BANCO
ACTINVE S.A. INSTITUCIóN DE BANCA MúLTIPLE GRUPO FINANCIERO
ACTINVER TERRAFINA to serve as the Phase II plant of the Tuopu Mexico facility
(hereinafter referred to as the “Phase II Plant”) for the production of automotive components. It
entered into a lease agreement with the lessor with the lease term from November 15 2023 to
January 14 2034. In view of commercial practice and actual needs the Company’s
wholly-owned subsidiary Tuopu USA LLC will provide a guarantee for the rent and related
taxes stipulated in the above lease agreement. The total liability under the guarantee shall not
exceed USD 35 million and its validity period shall cover the entire term of the lease
agreement. Concurrently the Board of Directors agreed that the Company would deliver a
standby letter of credit issued by a commercial bank to the lessor as security for the lease of the
Phase II Plant. The amount of the standby letter of credit is USD 3047669.86 equivalent to
the first year’s rent (including relevant taxes) for the Phase II Plant. The total guarantee amount
for the above items is USD 38047669.86.
(5) In light of commercial practice and actual circumstances the Company agreed to issue a
letter of guarantee for its wholly-owned subsidiary Ningbo Tuopu Automotive Components
Co. Ltd. (hereinafter referred to as “Tuopu Components”) covering all debts arising from its
business dealings with a certain integrator (hereinafter referred to as the “Integrator”) during
the period from June 1 2025 to June 1 2035. The Integrator is a customer cooperating with
Tuopu Components and potential payment obligations (such as penalties for delayed delivery
compensation for potential product quality issues etc.) may arise during Tuopu Components’
supply process. The scope of liability under the aforementioned letter of guarantee includes the
principal debt interest liquidated damages compensation for damages and costs incurred in
enforcing rights and remedies. The maximum guarantee amount is RMB 100 million. The
guarantee period is six years calculated from the date when the performance period of the
guaranteed debt has all expired.
85 / 309Ningbo Tuopu Group Co. Ltd. Annual Report 2025
(3) Entrusting others to manage cash assets
1. Entrusted financial management
(1) General conditions of entrusted financial management
√Applicable □Non-applicable
Unit: in 10000 Yuan Currency: RMB
Type Source of funds Amount incurred Unmatured amount Unrecovered amount after the maturity
Bank financial products 40000.00 0.00
Other Conditions
□Applicable √Non-applicable
(2) Individual entrusted financial management
√Applicable □Non-applicable
Unit:10000Yuan Currency: RMB
Risk End
Type of character Start date of
entrusted istics Amount of date of entrust
Whether
Trustee financial entrusted entrusted ed Direction of Fund
There Actual Overdue and
financial financial financi Utilization Are Gains or
Outstanding Amount Unrecovered
manage Restricti Losses
Not Yet Due Amount
ment management manage al onsment manag
ement
Bank of
Ningbo Bank June
Beilun Financial 10000.00 Dec.18 23 Unit Structured No - 10000.00 -
Sub-branc Product 2025 2026 Deposit 7202504883
h
Pudong Product: SPDB
Developm Bank
ent Bank Financial 10000.00 Dec.17
June Corporate Wealth
2025 16 Management Stable No - 10000.00 -Ningbo Product 2026 Income 99JG0844
Branch (Three-tier Bullish)
86 / 309Ningbo Tuopu Group Co. Ltd. Annual Report 2025
RMB Corporate
Structured Deposit
Bank of
China June Corporate CustomerBank
Beilun Financial 20000.00 Dec.182025 30
Structured Deposit
Product No - 20000.00 -Sub-branc Product 2026
h CSDVY202515764
Other Conditions
□Applicable √Non-applicable
(3) Impairment provision for entrusted financial management
□Applicable √Non-applicable
2. Conditions of entrusted loans
(1) General conditions of entrusted loans
□Applicable √Non-applicable
Other conditions
□Applicable √Non-applicable
(2) Individual entrusted loans
□Applicable √Non-applicable
Other Conditions
□Applicable √Non-applicable
(3) Impairment provision for entrusted loans
□Applicable √Non-applicable
3. Other Conditions
□Applicable √Non-applicable
87 / 309Ningbo Tuopu Group Co. Ltd. Annual Report 2025
(4) Other Significant Contracts
□Applicable √Non-applicable
XIV. Note to the update of the utilization of proceeds
√Applicable □Non-applicable
(1) Overall utilization of issue proceeds
√Applicable □Non-applicable
Unit: in RMB 10000
Total Total Of which: Progress of
committed amount of Cumulative cumulative Cumulative Amount
Time of Net investment of Total cumulative
total amount investment progress of invested in Total
Source of receipt Total amount of the proceeds amount of investment
of of proceeds investment Amount
over-provided as of the as at the invested in the current
amount of
proceeds of amount of in the over-raised of proceeds year
fund-raising
proceeds proceeds
funds prospectus or funds (3) = as at the funds invested end of the end of the the currentraised (1) Percentage
for change
offering (1) - (2) end of the as at the end reporting reporting year (8) of use
memorandum reporting of the period (%) period (%)
(%)(9)=
reporting (6) = (7) = (5)/(3) (8)/(1)(2) period (4) period (5) (4)/(1)
Issuance of
convertible June 202022 250000.00 248897.26 248897.26 0.00 213672.02 0.00 85.85 0.00 28700.76 11.53 30000.00bonds
Issuance of
Shares to January
specific 16 202 351482.69 349843.78 349843.78 0.00 166350.73 0.00 47.55 0.00 54929.02 15.7 65000.00
subjects 4
Total / 601482.69 598741.04 598741.04 0.00 380022.75 0.00 / / 83629.78 / 95000.00
Other notes
□Applicable √Not applicable
(II) Particulars about the issue and investment projects
√Applicable □Not applicable
1、 Detailed utilization of issue proceeds
88 / 309Ningbo Tuopu Group Co. Ltd. Annual Report 2025
√Applicable □Not applicable
Whether
Whether it Cumulative
is a total Cumulative
Whether Specific there is any
Date when the reasonsTotal progress of Benefits significantSource of committed for the
proceeds investment Whether it planned
Amount amount of the project Whether progress Benefits change in the
Project Project invested proceeds
investment reaches the of progress realized realized feasibility of Amount
from title nature project in
involves a investment
change of of in the invested as
as at the
end of the the project investment of in the
or R&D
raised the results
the project of
funds prospectus investment proceeds
current at the end reporting intended has been is in line investment current and if so savings
(1) year of the period (%) state of completed with the falling year
of the please
or offering reporting (3)=(2)/(1) use planned short of
project explain the
prospectus period (2) progress the plan因 specific
circumstances
Issuance
of
convertible
bonds
Issuance
of
convertible
bonds
Issue of
shares to
specific
subjects
Issue of
shares to
specific
subjects
Issue of
shares to
specific
subjects
Issue of
shares to
specific
subjects
Issue of
shares to
specific
subjects
Issue of
shares to
specific
subjects
Issue of
shares to
specific
89 / 309Ningbo Tuopu Group Co. Ltd. Annual Report 2025
subjects
Issue of
shares to
specific
subjects
Total /
Note: Amidst the increasing global geopolitical uncertainties and the interplay of multiple opportunities and challenges this year considering the downstream
vehicle manufacturers’ transfer of some production capacity from domestic to overseas locations the Company has exercised prudent control over the investmentamount and pace for certain projects. Specifically: (1) At the 24th meeting of the 5th Board of Directors held on June 17 2025 the proposal on “Extending thetimeline for certain fund-raising projects” was considered and approved. The timeline for achieving the intended usable state for the “Ningbo Qianwan AnnualProduction of 2.2 Million Sets of Lightweight Chassis System Project” and the “Ningbo Qianwan Annual Production of 500000 Sets of Automotive InteriorFunctional Components Project” was extended from July 2025 to July 2026. (2) At the 26th meeting of the 5th Board of Directors held on September 17 2025 the
proposal on “Extending the timeline for certain fund-raising projects” was considered and approved. The timeline for achieving the intended usable state for the
“Annual Production of 3.3 Million Sets of Lightweight Chassis System Construction Project” was extended from October 2025 to December 2026.
2. Detailed utilization of over-raised funds
□Applicable √Not applicable
3. Specific Details of the Re-evaluation of Fund-raising Projects During the Reporting PeriodOn June 17 2025 the Company convened the 24th meeting of the 5th Board of Directors which considered and approved the “Proposal on Extending the Timelinefor Certain Fund-raising Projects” agreeing to extend the timeline for achieving the intended usable state for the “Ningbo Qianwan Annual Production of 2.2Million Sets of Lightweight Chassis System Project” and the “Ningbo Qianwan Annual Production of 500000 Sets of Automotive Interior Functional ComponentsProject” to July 2026.As the “Ningbo Qianwan Annual Production of 2.2 Million Sets of Lightweight Chassis System Project” exceeded its originally planned completion deadline (July
2025) and the amount of raised funds invested failed to reach 50% of the planned amount the Company re-evaluated the project’s feasibility and expected returns as
follows:
The Company’s originally planned “Ningbo Qianwan Annual Production of 2.2 Million Sets of Lightweight Chassis System Project” was intended primarily to
support nearby vehicle manufacturers located in China and for partial export. It was determined based on reasonable planning considering the overall international
situation at the time industry market trends future capacity plans of vehicle manufacturer customers and the Company’s existing and planned capacity.In recent years due to increasing global geopolitical uncertainties and the interplay of multiple opportunities and challenges domestic and international vehicle
manufacturers have been establishing plants in overseas locations such as Mexico Europe and Southeast Asia adding or transferring some production capacity
overseas to mitigate risks. Consequently the Company also urgently needs to accelerate capacity construction at its overseas production bases to further ensure its
ability to support customer orders.Considering that downstream vehicle manufacturers will transfer some production capacity from domestic to overseas locations to address capacity needs at
overseas bases while also improving the efficiency of raised funds utilization the Company has starting in 2024 been optimizing and adjusting certain domestic
fund-raising projects controlling the investment amount and pace for some projects.
90 / 309Ningbo Tuopu Group Co. Ltd. Annual Report 2025Therefore the Company extended the timeline for achieving the intended usable state for the “Ningbo Qianwan Annual Production of 2.2 Million Sets ofLightweight Chassis System Project.” This adjustment does not cancel or terminate the project; the Company will continue to invest steadily in the project. The
project’s feasibility and expected returns have not undergone significant changes.(III) Changes or termination of fund-raising investments during the reporting period
√Applicable □Not applicable
Unit: in RMB 10000
Amount
of
Total Raised
Change Funds Total Raised
Raised
Date (Date Investment in Funds Already
Reason Funds
Name of Project for Used for Description of
Before Change of First
Type of the Project Invested in the Name of ProjectChange Project Before After Change Change/ Working Decision-Making ProcessPublic Before Change/Termin Terminat Capital and Information DisclosureDisclosure) Change/Termi
nation ation
ion After
Change/
Terminat
ion
Ningbo Qianwan
Annual Output of
1.1 Million Sets of
Automotive Interior Reduction of The change in raised funds
Functional Parts Raised Intelligent Driving was approved by the board
Project and Annual 2025/3/5 Funds 100000.00 16938.23 R&D Center Note 1 0.00 of directors and the
Output of 1.3 Investment Project shareholders' meeting and
Million Sets of Amount an announcement regarding
Thermal the change was published
Management System
Project*
Ningbo Qianwan Reduction of Thailand Annual The change in raised funds
Annual Output of Raised Output of 1.3 was approved by the board
1.1 Million Sets of 2025/6/18 Funds 83000.00 16938.23 Million Sets of Note 2 0.00 of directors and the
Automotive Interior Investment Thermal shareholders' meeting and
Functional Parts Amount Management an announcement regarding
91 / 309Ningbo Tuopu Group Co. Ltd. Annual Report 2025
Project and Annual System Project the change was published
Output of 1.3
Million Sets of
Thermal
Management System
Project
Annual Output of Reduction of The change in raised funds
3.3 Million Sets of Raised Smart was approved by the board
Lightweight Chassis 2025/9/18 Funds 176763.27 129870.57 Manufacturing Note 3 0.00 of directors and the
System Construction Investment Industrial Park shareholders' meeting and
Project Amount Project an announcement regardingthe change was published
Anhui Shouxian
Annual Output of
300000 Sets of
Lightweight Chassis Reduction of
The change in raised funds
Smart was approved by the board
System Project and Raised
Annual Output of 2025/9/18 Funds 19843.78 9105.63
Manufacturing of directors and the
Industrial Park Note 3 0.00 shareholders' meeting and
500000 Sets of InvestmentAmount Project an announcement regardingAutomotive Interior the change was published
Functional Parts
Project
Note 1: In view of the increased capital demand for the “Intelligent Driving R&D Center Project” and with the aim of improving the efficiency of raised fundsutilization the Company has redirected RMB 170 million of the unutilized raised funds from the original fund-raising projects “Ningbo Qianwan Annual Productionof 1.1 Million Sets of Automotive Interior Functional Components Project and Annual Production of 1.3 Million Sets of Thermal Management System Project” to
invest in the “Intelligent Driving R&D Center Project.”
Note 2: Considering the current geopolitical factors and the opportunities presented by the Southeast Asian market domestic and international vehicle
manufacturers are establishing plants in Thailand. As an upstream component supplier the Company needs to follow its customers by establishing plants in
Thailand to provide corresponding production capacity. Therefore it intends to change the use of some unutilized raised funds to invest in the Thai plant which
urgently requires funds to accelerate construction. Concurrently as vehicle manufacturers add or transfer some production capacity to Thailand the Company also
plans to moderately control the construction pace of certain projects on a prudent basis to reduce investment risks prioritizing the construction of the Thailand plant.The Company will redirect RMB 380 million of the unutilized raised funds from the original fund-raising projects “Ningbo Qianwan Annual Production of 1.1
92 / 309Ningbo Tuopu Group Co. Ltd. Annual Report 2025Million Sets of Automotive Interior Functional Components Project and Annual Production of 1.3 Million Sets of Thermal Management System Project” to invest
in the “Thailand Annual Production of 1.3 Million Sets of Thermal Management System Project.”
Note 3: In light of the rapid growth of the Company’s air suspension system business in recent years and the gradual volume increase of its intelligent door drive
systems customers have urgent needs for production capacity for ASU (Air Supply Units) and intelligent door drive systems. Consequently the Company urgently
requires funds to prioritize accelerating capacity construction for ASU and intelligent door drive systems to further ensure its ability to support customer orders. Toimprove the efficiency of raised funds utilization the Company intends to redirect RMB 300 million of the unutilized raised funds from the “Annual Production of
3.3 Million Sets of Lightweight Chassis System Construction Project” and RMB 100 million of the unutilized raised funds from the “Anhui Shouxian AnnualProduction of 300000 Sets of Lightweight Chassis System Project and Annual Production of 500000 Sets of Automotive Interior Functional Components Project”
totaling RMB 400 million to invest in the Ningbo “Intelligent Manufacturing Industrial Park Project” whose main products are ASU and intelligent door drive
systems.
93 / 309Ningbo Tuopu Group Co. Ltd. Annual Report 2025
(4) Other circumstances regarding use of proceeds during the reporting period
1. Upfront cost and replacement of issue proceeds investment projects
√Applicable □Not applicable
On October 14 2024 the Company convened the 1st Extraordinary Meeting of the 5th Board of
Directors and the 1st Extraordinary Meeting of the 5th Board of Supervisors which reviewed andapproved the “Proposal on Using Negotiable Instruments to Pay for Fund-raising Project Expenses andReplacing with Raised Funds on an Equivalent Basis.” The proposal approved that during the
implementation of the fund-raising projects the Company and its wholly-owned subsidiaries may
initially pay part of the project expenses using bank acceptance drafts (or endorsed transfers) and
commercial acceptance drafts (or endorsed transfers) and subsequently replace these payments with
raised funds on an equivalent basis.During the reporting period in the process of implementing the fund-raising project for the “AnnualProduction of 3.3 Million Sets of Lightweight Chassis System Construction Project” funded by the
public offering of convertible corporate bonds the Company actually replaced a total of RMB
19234500.00 that had been initially paid using negotiable instruments.
2. Temporary replenishment of working capital with idle proceeds
√Applicable □Not applicable
1. On April 22 2024 the 8th meeting of the 5th Board of Directors considered and approved the
“Proposal on Using Part of the Temporarily Idle Raised Funds to Supplement Working Capital.” It was
proposed to use temporarily idle raised funds up to a maximum of RMB 1000 million to supplement
working capital with the usage period from July 1 2024 to June 30 2025 provided that each individual
replenishment period did not exceed 12 months. The Company’s Board of Supervisors and the sponsor
institution expressed their consent on this matter. On June 24 2024 the Company’s 2023 AnnualGeneral Meeting reviewed and approved the “Proposal on Using Part of the Temporarily Idle RaisedFunds to Supplement Working Capital.” The Company utilized RMB 600 million in July 2024 and RMB
200 million in September 2024 and subsequently in June 2025 fully repaid the RMB 800 million of
raised funds used to supplement working capital back to the raised funds account.
2. On April 22 2025 the 21st meeting of the 5th Board of Directors considered and approved the
“Proposal on Using Part of the Temporarily Idle Raised Funds to Supplement Working Capital.” It was
proposed to use temporarily idle raised funds up to a maximum of RMB 1.2 billion to supplement
working capital with the usage period from July 1 2025 to June 30 2026 provided that each individual
replenishment period did not exceed 12 months. The Company’s Board of Supervisors and the sponsor
institution expressed their consent on this matter. On May 14 2025 the Company’s 2024 AnnualGeneral Meeting reviewed and approved the “Proposal on Using Part of the Temporarily Idle RaisedFunds to Supplement Working Capital.” The Company utilized RMB 300 million in July 2025 RMB
200 million in August 2025 RMB 100 million in September 2025 and RMB 62.1902 million in
December 2025. These four tranches of temporarily idle raised funds remain in the state of being used to
temporarily supplement working capital and will be repaid before their respective maturity dates.
3. Cash management of idle proceeds and investment in related products
√Applicable □Not applicable
Unit: in RMB 10000 Currency: yuan
Cash Whether the
management highestDate of Effective balance
consideration consideration of balance at during the
by the Board of issue proceeds for Start date End date the end of
Directors cash management the
period
reporting exceeded the
period authorizedamount
94 / 309Ningbo Tuopu Group Co. Ltd. Annual Report 2025
April 22 2024 280000 July 1 2024 June 30 2025 0 No
April 22 2025 240000 July 1 2025 June 30 2026 40000 No
Other Notes:
1. On April 17 2023 the Company convened the 29th Meeting of the Fourth Session of the Board
of Directors and the 2022 Annual General Meeting of the Company on June 19 2023. During the
meeting the "Proposal on Utilizing a Part of Temporarily Idle Proceeds for Entrusted Wealth
Management" was deliberated and approved. It was agreed that the Company would allocate a
maximum amount of RMB 500 million from the temporarily idle proceeds for wealth management
purposes. This authorization would be effective from July 1 2023 until the date of approval. The
authorization period spans from July 1 2023 to June 30 2024. The allocated funds can be utilized on a
rolling basis. The Independent Directors Supervisory Committee and sponsoring organization of the
Company shared their perspectives on this matter.
2. On April 22 2025 the Company convened the 21st meeting of the fifth session of the Board of
Directors at which the Proposal on Utilizing Part of the Temporarily Idle Proceeds for Entrusted Wealth
Management was deliberated and approved. The Company (including its wholly-owned subsidiaries)
proposed to utilize temporarily idle proceeds of up to RMB 2400000000 for entrusted wealth
management by placing structured deposits or purchasing principal-protected wealth management
products. The authorization period shall run from July 1 2025 to June 30 2026 during which the funds
within the approved limit may be utilized on a revolving and rolling basis. The Supervisory Committee
and the sponsor institution have expressed their consent to this matter. On May 14 2025 the 2024
Annual General Meeting of Shareholders of the Company deliberated and approved the Proposal on
Utilizing Part of the Temporarily Idle Proceeds for Entrusted Wealth Management.
3. In 2025 the Company conducted cash management of its idle proceeds and purchased relevant
products in an aggregate amount of RMB 2100000000 with an aggregate redemption amount of RMB
2750000000. As at December 31 2025 the Company had unexpired wealth management products
amounting to RMB 400000000. Details of the specific transactions of the purchased wealth
management products are set out in the table below:
Unit: in RMB 10000. Currency: Yuan
Whether
Name of recovered
entrusted Amount Interest onSeq. Trustee Maturityfinancial entrusted (in commence date maturity
products RMB) ment date on thebalance
sheet date
1 Ping An Bank Ningbo Structured 10000.00 January 9 April 9Beilun Sub-branch deposits 2025 2025 Yes
2 Bank of China Beilun Structured 10000.00 January 9 April 10 YesBranch deposits 2025 2025
3 Bank of China Beilun Structured January 9 April 10 YesBranch deposits 5000.00 2025 2025
4 Bank of China Beilun StructuredBranch deposits 5000.00
January 9 April 10 Yes
20252025
5 China Merchants Bank StructuredNingbo Branch deposits 10000.00
April 17 July 17 Yes
20252025
6 Ping An Bank Ningbo StructuredBeilun Sub-branch deposits 20000.00
April 18 October Yes
2025202025
7 Bank of China Beilun StructuredBranch deposits 20000.00
June 11 December Yes
2025112025
8 Bank of Hangzhou Structured 20000.00 June 12 December Yes
95 / 309Ningbo Tuopu Group Co. Ltd. Annual Report 2025
Ningbo Beilun deposits 2025 12 2025
Sub-branch
9 Ping An Bank Ningbo Structured June 13 December YesBeilun Sub-branch deposits 20000.00 2025 15 2025
10 Bank of Ningbo Beilun Structured 20000.00 July 17 December YesSub-branch deposits 2025 30 2025
Bank of Hangzhou Structured July 18 December Yes
11 Ningbo Beilun deposits 10000.00 2025 30 2025
Sub-branch
12 Bank of China Beilun Structured October December YesBranch deposits 20000.00 22 2025 31 2025
Shanghai Pudong Structured December June 16
13 Development Bank deposits 10000.00 17 2025 2026 No
Ningbo Branch
14 Bank of Ningbo Beilun Structured December June 23 NoSub-branch deposits 10000.00 18 2025 2026
15 Bank of China Beilun StructuredBranch deposits 20000.00
December June 30 No
1820252026
4. Other
□Applicable √Not applicable
(V) Conclusive Opinions of Intermediaries on the Special Verification and Assurance of the
Storage and Use of Raised Funds
√Applicable □Not applicable
The Company’s auditor BDO China Shu Lun Pan Certified Public Accountants LLP conducted aspecial audit on the “Special Report on the Storage and Use of 2025 Raised Funds of Ningbo TuopuGroup Co. Ltd.” prepared by the Company’s Board of Directors and issued the “Assurance Report onthe Special Report on the Storage and Use of 2025 Raised Funds of Ningbo Tuopu Group Co. Ltd.”
(BDO Auditors’ Report [2026] No. ZF10121). The conclusions of this assurance report are as follows:
In our opinion the special report on the storage management and use of raised funds by Tuopu Group
for 2025 has been prepared in all material respects in accordance with the relevant provisions of theChina Securities Regulatory Commission’s “Rules for the Supervision of Raised Funds of ListedCompanies” (CSRC Announcement [2025] No. 10) the Shanghai Stock Exchange’s “Self-RegulatoryGuidelines for Listed Companies – Part 1: Standardized Operation” and the “Self-RegulatoryGuidelines for Listed Companies of the Shanghai Stock Exchange – Part 1: Announcement Formats.” It
truthfully reflects the storage management and use of raised funds by Tuopu Group for the year 2025.The Company’s sponsor China Merchants Securities Co. Ltd. (hereinafter referred to as the “SponsorInstitution”) issued the “Special Verification Opinion of China Merchants Securities Co. Ltd. on theStorage and Use of 2025 Raised Funds of Ningbo Tuopu Group Co. Ltd.” and expressed the following
verification opinion: Upon verification the Sponsor Institution believes that the Company has strictly
complied with the relevant regulations of the China Securities Regulatory Commission and the Shanghai
Stock Exchange regarding the management of raised funds as well as the Company’s own raised funds
management system. It has effectively implemented the tripartite supervision agreements for the raised
funds maintained separate accounts for the raised funds and used them for the specified purposes. The
storage and use of the raised funds comply with the relevant regulations of the China Securities
Regulatory Commission and the Shanghai Stock Exchange. There is no situation where the use of raised
funds has been changed covertly nor has there been any damage to shareholder interests or any
improper use of the raised funds.Explanation of Relevant Abnormal Situations Identified during Verification
□Applicable √Not applicable
96 / 309Ningbo Tuopu Group Co. Ltd. Annual Report 2025
(VI) Subsequent Rectification Status of Unauthorized Changes to the Use of Raised Funds or
Illegal Occupation of Raised Funds
□Applicable √Not applicable
XV. Explanation of Other Major Matters Significantly Affecting Investors’ Value Judgments and
Investment Decisions
□Applicable √Not applicable
XV. Note to other material matters that have significant influence on investors' value judgment
and investment decisions
□Applicable √Not applicable
97 / 309Ningbo Tuopu Group Co. Ltd. Annual Report 2025
Section 6 Changes in Shares and Shareholders
I. Condition in change of equity
(1) Condition in change of shares
1. Condition in change of shares
Unit: shares
Before change Increase or decrease (+， -) After changeShares Percent Issue of Bonus
Conversion of
(%) new shares shares shares from Other Subtotal Shares
Percent
provident fund (%)
I. Restricted shares
1. Shares held by
the state
2. Shares held by
state-owned
corporations
3、Other domestic
shares
Of which: shares
held by domestic
non-state legal
persons
Shares held
by domestic natural
persons
4. Shares held by
foreign capital
Of which: shares
held by overseas
corporates
Shares held
by overseas natural
98 / 309Ningbo Tuopu Group Co. Ltd. Annual Report 2025
persons
II. Non-restricted
shares in 1686025655 100.00 51809925 51809925 1737835580 100.00
circulation
1. RMB common
shares 1686025655 100.00 51809925 51809925 1737835580 100.00
2. Domestic listed
foreign shares
3. Overseas listed
foreign shares
4. Other
III. Total shares 1686025655 100.00 51809925 51809925 1737835580 100.00
2. Changes in shares
√Applicable □Non-applicable
During the reporting period a total of 51809925 convertible bonds were converted into shares. On March 14 2025 the Company completed the redemption
of the “Tuopu Convertible Bonds.” During the redemption process a large number of convertible bondholders converted their holdings into the Company’s shares
within the statutory timeframe. Following the completion of the redemption according to data from the Shanghai Branch of China Securities Depository and
Clearing Corporation Limited the Company’s total number of shares was 1737835580.
3. Impact of changes in shares on financial indexes such as EPS and net assets per share in the most recent year and the most recent period (if any)
√Applicable □Non-applicable
For the convertible corporate bonds “Tuopu Convertible Bonds” issued by the Company the cumulative number of shares converted during 2025 was
51809925 shares. Based on the diluted calculation using the new total share capital of 1737835580 shares the earnings per share for 2025 were RMB 1.61 and
the net assets per share were RMB 13.87.
4. Other content as the Company deems necessary to disclose or required by the securities regulatory institution
□Applicable √Non-applicable
99 / 309Ningbo Tuopu Group Co. Ltd. Annual Report 2025
(2) Changes in restricted sale of shares
□Applicable √Non-applicable
II. Issuance of Securities and Public Listing
(1) Issuance of securities as of the reporting period
□Applicable √Non-applicable
Explanation of securities issuance as of the reporting period (for bonds with different interest rates during the term of existence please explain separately)
□Applicable √Non-applicable
(2) Changes in the total number of capital stock of the Company and changes in the structure of shareholders and changes in the structure of assets and
liabilities
√Applicable □Non-applicable
During the reporting period the Company’s convertible bonds were converted into a total of 51809925 shares resulting in a corresponding increase in the
Company’s total number of shares.
(3)Existing employee shares
□Applicable √Non-applicable
III. Shareholders and actual controllers
(1) Total shareholders
Total number (accounts) of common shareholders as of the end of the reporting period 142101
Total number of ordinary shareholders (accounts) as of the end of the previous month before the disclosure date of the
annual report 161555
Total number (accounts) of preferred shareholders whose voting rights have been restored as of the end of the reporting NA
period
Total number (accounts) of preferred shareholders whose voting rights were restored at the end of the previous month NA
prior to the disclosure of this annual report
100 / 309Ningbo Tuopu Group Co. Ltd. Annual Report 2025
(2) Shares held by the top ten shareholders and top ten tradable shareholders (or shareholders not subject to restricted sale) as of the end of the reporting
period
Unit: Shares
Shares held by the top ten shareholders
Name of Shareholder Increase/Decrease Number of shares
Number of Condition of pledge
(Full Name) during the reporting held at the end of
Percentage shares held marking or freezing Nature of
period the period (%) subject to Status of Number shareholdersrestricted sale shares of shares
MECCA INTERNATIONAL
HOLDING (HK) LIMITED 1005836000 57.88 No
Foreign Legal
Entity
Hong Kong Securities Clearing
Company Limited 57269204 3.30 Unknown
Unknown
Industrial Bank Co. Ltd. –
ChinaAMC CSI Robot ETF 27191163 1.56
Unknown Unknown
China Life Insurance Company Unknown Unknown
Limited – Traditional – Ordinary
Insurance Products – 005L – CT001 16749337 0.96
Shanghai
Industrial and Commercial Bank of Unknown Unknown
China Co. Ltd. – 14381355 0.83
Huatai-PineBridge CSI 300 ETF
China Construction Bank Unknown Unknown
Corporation – Yongying Advanced
Manufacturing Select Hybrid 12812376 0.74
Open-end Fund
Guotai Haitong Securities Co. Ltd. Unknown Unknown
– Tianhong CSI Robot ETF 11386519 0.66
China Construction Bank 10262529 0.59 Unknown UnknownCorporation – E Fund CSI 300 ETF
Taiping Life Insurance Co. Ltd. – Unknown Unknown
Traditional – Ordinary Insurance 9234226 0.53
Products – 022L – CT001 Shanghai
Wu Jianshu Foreign
8998469 0.52 No Natural
Person
101 / 309Ningbo Tuopu Group Co. Ltd. Annual Report 2025
Shares held by the top ten shareholders not subject to restricted sale (excluding lending of shares through the transfer facility)
Number of tradable shares Class and number of shares
Name of Shareholder held not subject to restricted
sale Class Number of shares
MECCA INTERNATIONAL HOLDING （HK） LIMITED 1005836000 RMB common shares 1005836000
Hong Kong Securities Clearing Company Limited 57269204 RMB common shares 57269204
Industrial Bank Co. Ltd. – ChinaAMC CSI Robot ETF 27191163 RMB common shares 27191163
China Life Insurance Company Limited – Traditional – Ordinary RMB common shares
Insurance Products – 005L – CT001 Shanghai 16749337 16749337
Industrial and Commercial Bank of China Co. Ltd. – Huatai-PineBridge 14381355 RMB common sharesCSI 300 ETF 14381355
China Construction Bank Corporation – Yongying Advanced 12812376 RMB common sharesManufacturing Select Hybrid Open-end Fund 12812376
Guotai Haitong Securities Co. Ltd. – Tianhong CSI Robot ETF 11386519 RMB common shares 11386519
China Construction Bank Corporation – E Fund CSI 300 ETF 10262529 RMB common shares 10262529
Taiping Life Insurance Co. Ltd. – Traditional – Ordinary Insurance RMB common shares
Products – 022L – CT001 Shanghai 9234226 9234226
Wu Jianshu 8998469 RMB common shares 8998469
Description of the repurchase of special accounts among the top ten
shareholders NA
Notes to the voting rights entrusted by or to and waived by the above
shareholders NA
Among the aforementioned shareholders Mr. Wu Jianshu holds 100% equity of
Notes to the associated relationship or concerted action of the above MECCA INTERNATIONAL HOLDING (HK) LIMITED. Apart from this the
shareholders Company is not aware of any other related party relationships among the above
shareholders or whether they constitute persons acting in concert.Notes to the preferred shareholders whose voting rights have been
restored and the number of shares held NA
Shareholders holding more than 5% of shares top ten shareholders and top ten shareholders with unlimited shares in circulation participating in the lending of
shares in the transfer and financing business
□Applicable √Non-applicable
102 / 309Ningbo Tuopu Group Co. Ltd. Annual Report 2025
Unit: share
Top ten shareholders and top ten shareholders with unlimited shares outstanding changed from the previous period due to lending/repatriation of convertible bonds
□Applicable √Non-applicable
Number of shares held by the top ten shareholders with limited selling rights and the conditions of sale restriction
□Applicable √Non-applicable
103 / 309Ningbo Tuopu Group Co. Ltd. Annual Report 2025
(3) Strategic investors or general legal persons becoming the top ten shareholders due to the
placement of new shares
□Applicable √Non-applicable
IV. Controlling Shareholder and Actual Controller
(1) Information about controlling shareholders
1 Corporate
□Applicable □Non-applicable
Name MECCA INTERNATIONAL
HOLDING (HK) LIMITED
Head or legal representative Wu Jianshu
Date of Incorporation July 21st 2008
Main business operations Investment
Shareholding status of other domestic and overseas listed No
companies that hold or participate in shares during the
reporting period
Other notes No
2 Natural person
□Applicable √Non-applicable
3 Special notes to no controlling shareholders in the Company
□Applicable √Non-applicable
4. Notes to Changes of Controlling Shareholders during the Reporting Period
□Applicable √Non-applicable
5 Block diagram of the equity rights and control relations between the Company and controlling
shareholders
√Applicable □Non-applicable
104 / 309Ningbo Tuopu Group Co. Ltd. Annual Report 2025
(2) Actual controllers
1 Corporate
□Applicable √Non-applicable
2 Natural person
√Applicable □Non-applicable
Name Wu Jianshu
Nationality Hong Kong
Whether the above person has Yes
acquired the right of residence in
other countries or regions
Jobs and titles Formerly as President of Ningbo Tuopu Vibration Control
System Co. Ltd. President of Ningbo Tuopu Soundproof
System Co. Ltd. President of Ningbo Tuopu Coupling Co.Ltd. President of Ningbo Tuopu Automobile Special Rubber
Co. Ltd. President of Ningbo Tuopu Brake System Co. Ltd.Currently in the capacity of President of MECCA
INTERNATIONAL HOLDING (HK) LIMITED President of
Ningbo Tuopu Group Co. Ltd.Domestic or overseas listed No
companies controlled by the above
person in the past 10 years
3 Special notes to no controlling shareholders in the Company
□Applicable √Non-applicable
4 Index and date of changes in controlling shareholders during the reporting period
□Applicable √Non-applicable
5 Special notes to no controlling shareholders in the Company
√Applicable □Non-applicable
Note: Mr. Wu Jianshu and Mr. Wu Hao Nian are father and son.
105 / 309Ningbo Tuopu Group Co. Ltd. Annual Report 2025
6 Actual controller who controls the company through trust or other asset management methods
□Applicable √Non-applicable
(3) Other information about the controlling shareholder and actual controller
□Applicable √Non-applicable
V. The controlling shareholder or the first majority shareholder of the Company and its
persons acting in concert with the accumulative number of pledged shares accounting for more
than 80% of the shares held by them
□Applicable √Non-applicable
Ⅵ. Other corporate shareholders holding more than 10% of the shares
□Applicable √Non-applicable
Ⅶ. Notes to restricted reduction of shares
□Applicable √Non-applicable
Ⅷ. Status of share repurchases made during the reporting period
□Applicable √Non-applicable
106 / 309Ningbo Tuopu Group Co. Ltd. Annual Report 2025
Section 7 Information of Corporate Bonds
I. Corporate bonds debentures and non-financial corporate debt financing instruments
□Applicable √Non-applicable
II. Condition of convertible corporate bonds
√Applicable □Non-applicable
(1) Issuance of convertible bonds
□Applicable √Non-applicable
(2) Bond holders and guarantors during the reporting period
□Applicable√Non-applicable
(IV) Changes in convertible bonds during the reporting period
√Applicable □Non-applicable
Unit: yuan Currency: Renminbi
Name of Increase or decrease
convertible Before change Conversion of Redemption Resale of After change
bonds shares of shares shares
Tuopu
Convertible 2499741000 2490032000 9709000 0
Bonds
Cumulative conversion of convertible bonds during the reporting period
√Applicable □Not applicable
Name of convertible bonds Tuopu Convertible Bonds
Amount of shares converted in the reporting
period (yuan) 2490032000
Number of shares converted in the reporting
period (shares) 51809925
Cumulative number of shares converted (shares) 51813728
Cumulative number of shares converted accounted
for the total number of issued shares of the 4.70
company before conversion (%)
Amount of shares not yet converted (yuan) 0
Unconverted convertible bonds as a percentage of
total convertible bonds issued (%) 0
(3) Successive adjustments of conversion price
√Applicable □Not applicable
Unit: Yuan Currency: RMB
Name of convertible bonds Tuopu Convertible Bonds
Conversion
price Adjusted Disclosure
adjustment conversion price time Disclosure media
Description of conversion price
adjustment
date
July 17 RMB70.92/share July 10 Shanghai Stock Adjustment of the conversion price
2023 2023 Exchange of Tuopu Convertible Bond due to
website the implementation of the profit
107 / 309Ningbo Tuopu Group Co. Ltd. Annual Report 2025
Securities Times distribution plan for the year 2022
July 19 RMB July 12 Shanghai Stock Adjustment of the conversion price
2024 48.06/share 2024 Exchange of Tuopu Convertible Bond due to
website the implementation of the profit
Securities Times distribution plan for the year 2023
The latest conversion price as NA
at the end of the reporting
period
(V) The Company's indebtedness changes in creditworthiness and cash arrangements for debt
repayment in the coming years
√Applicable □Not applicable
The company's operations remain stable with a gearing ratio of 47.84% as of December 31 2024.Following a thorough analysis of the company's operational and industry conditions New Century
Ratings released the '2022 Regular Tracking Rating Report on Publicly Issued Convertible Corporate
Bonds of Ningbo Tuopu Group Co. Ltd.' The report reaffirmed the company's main credit rating at
'AA+' with a stable outlook and the credit rating for the 'Tuopu Convertible Bond' was also maintained
at 'AA+'. This rating is unchanged from the previous assessment. Throughout the reporting period the
Company has consistently met its obligation to pay interest to the holders of the 'Tuopu Convertible
Bonds' in full and on schedule.As of December 31 2025 the company’s Debt-to-Asset Ratio was 45.07%. During the reporting period
the company repaid the interest on the Tuopu Convertible Bond in full and on time.(VI) Description of other conditions of the convertible bonds
√Applicable □Not applicable
On March 14 2025 the company completed the full redemption of the Tuopu Convertible Bond.Effective from that date the Tuopu Convertible Bond was delisted from the Shanghai Stock Exchange.
108 / 309Ningbo Tuopu Group Co. Ltd. Annual Report 2025
Section 8 Financial Report
I. Audit report
√Applicable □Non-applicable
Audit Report
Xin Kuai Shi Bao Zi [2026] No. ZF10118
To the shareholders of Ningbo Tuopu Group Co. Ltd:
I. Opinion
We have audited the financial statements of Ningbo Tuopu Group Co. Ltd. (hereinafter referred to
as “Tuopu Group”) including the parent company's and the consolidated balance sheet dated December
31 2025 the parent company's and the consolidated income statement the parent company's and the
consolidated cash flow statement and the parent company's and the consolidated statement of changes in
owners' equity for the year 2025 ended as well as the notes to relevant financial statements.In our opinion
he attached financial statements are prepared in all material respects in accordance with
“Accounting Standards for Business Enterprises” which fairly reflected the consolidated and the parent
company’s financial position of Ningbo Tuopu Group Co. Ltd. as at December 31 2025 and the
consolidated and the parent company’s operating results and cash flows for the year 2025 ended.II. Basis for Our Opinion
We conducted our audit in accordance with the Chinese Standards on Auditing. Our responsibilitiesunder those standards are further described in the “Auditor’s Responsibilities for the Audit of theFinancial Statements” section of our audit report. In accordance with the Chinese Code of Ethics for
Certified Public Accountants and the requirements for independence under the Chinese Standards on
Independence we are independent of Tuopu Group and have fulfilled our other ethical responsibilities.We have complied with the independence requirements applicable to audits of public interest entities.We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for
our audit opinion.III. Key Audit Matters
Key audit matters are those matters that in our professional judgment were of most significance in
our audit of the financial statements of the current period. These matters were addressed in the context of
our audit of the financial statements as a whole and in forming our opinion thereon and we do not
provide a separate opinion on these matters.The key audit matters identified during the audit are summarized as follows:
Key Audit Matters How the matter was addressed in the audit
(1) Recognition of revenue
More details about the accounting policies for Our main audit procedures for the above key audit
revenue recognition and the analysis of matters related to recognition of revenue are as
revenue are available in the accounting described below:policies as referred to in Note (25) of “III. 1. Understand the internal control system in relation toSignificant Accounting Policies and revenue recognition and the design and implementationAccounting Estimates" and Note (41) of “V. of the financial accounting system and test theNotes to Items of the Consolidated Financial effectiveness of its operation;Statements”. 2. We understand and evaluate whether the revenue
In 2025 Tuopu Group’s income from main recognition policy of the Company is appropriate or not
109 / 309Ningbo Tuopu Group Co. Ltd. Annual Report 2025
business operations is RMB 2752405.68. by reviewing sales contracts and interviews with
Because revenue is one of the key management;
performance indexes of Tuopu Group there 3. Perform an analytical review of revenue and gross
is an inherent risk of management profit based on product types and customer types and
manipulating the time point of revenue determine whether there are abnormal fluctuations in
recognition in order to achieve specific goals the amount of revenue during the current period;
or expectations. In this regard we regard 4. Classify sales regions select samples from the
Tuopu Group's revenue recognition as a key income transactions as recorded in respect of this year
audit matter. check invoices sales contracts delivery orders customs
declaration forms B/Ls and other supporting
documents and evaluate whether the relevant revenue
recognition complies with the revenue
ecognition accounting policies of the Company;
5. Conduct cut-off test on the operating income
recognized before and after the balance sheet date in
order to evaluate whether the operating income is
recognized in the appropriate period;
6. Make external confirmation of the account receivable
balance and sales of major customers and confirm
whether the account receivable balance at the end of the
period and the current income amount are true and
accurate;
7. Check if the information related to revenue has been
properly presented and disclosed in the financial
statements.
(2) Impairment of goodwill
The details and analysis of the accounting Our main audit procedures in respect of the above key
policies for impairment of goodwill are audit matters related to the impairment of goodwill are
available in the accounting policies as as follows:referred to in Note (20) of “III. Significant 1. We evaluate and test the effectiveness of the designAccounting Policies and Accounting and implementation of internal controls related to theEstimates" and Note (17) of “V. Notes to goodwill impairment test including the adoption of keyItems of the Consolidated Financial assumptions and the review and approval of the amountStatements”. of impairment provision;
As of December 31 2025 the original book 2. Referring to industry practices assess the
value of Tuopu Group's goodwill is RMB appropriateness of the valuation method used by the
457424500 and the amount of provision for management for cash flow forecasts;
impairment is RMB 116949400. 3. Comparing key input values such as revenue growth
The management conducts an impairment rate perpetual growth rate and cost increase with past
test on the goodwill formed by the business performance perform prudent evaluation on the key
combination at the end of each year. The assumptions and judgments used in preparing
result of the impairment test of goodwill is discounted cash flow forecasts;
fixed by the estimation report of relevant 4. Discuss with the management and others about the
asset group recoverable value as prepared by reasonableness of the methods used in the process of
the management. The recoverable amount of goodwill impairment test the assumptions of key
the relevant asset group is calculated and assessments the selection of parameters the forecast of
fixed by the present value of the estimated future income and the discount rate of cash flow;
future cash flow. The discounted cash flow 5. Conduct a retrospective review by comparing the
forecasts are prepared by using major forecast of the previous year with the performance of
judgments and estimates especially this year to assess the reliability and historical accuracy
determining the growth rate during the of the management's forecasting process;
forecast period perpetual growth rate gross 6. Evaluate the competence professionalism and
profit margin discount rate. objectivity of the specialists appointed by the
Since the process of goodwill impairment test management and reach a consensus on the content of
is very complex which relates to significant their works;
management estimates and judgments we 7. Check if the information related to goodwill
regard the impairment of goodwill as a key impairment has been properly presented and disclosed
110 / 309Ningbo Tuopu Group Co. Ltd. Annual Report 2025
audit matter. in the financial statements.IV. Other Information
The management of Tuopu Group(hereinafter referred to as the Management) is responsible for the
other information. The other information includes the information covered in Tuopu’s annual report for
the year 2022 ended other than the financial statements and our audit report.Our opinion on the financial statements does not cover the other information and we do not and will
not express any form of assurance conclusion thereon.In combination with our audit of the financial statements our responsibility is to read the other
information and in doing so consider whether the other information is materially inconsistent with the
financial statements or our knowledge obtained in the audit or otherwise appears to be materially
misstated.If based on the work we have performed we conclude that there is a material misstatement of this
other information we are required to report that fact. We have nothing to report in this regard.V. Responsibilities of Management and Those Charged with Governance for the
Financial Statements
The Management is responsible for preparing the financial statements in accordance with the
requirements of Accounting Standards for Business Enterprises to achieve a fair presentation and for
designing implementing and maintaining necessary internal control to ensure that the financial
statements are free from material misstatements whether due to frauds or errors.In preparing the financial statements the Management is responsible for assessing Tuopu’s ability
to continue operating disclosing matter
related to continuous operation (if applicable) and using the hypothesis of continuous operation
unless there is a plan to liquidate terminate operations or no other realistic options.The management is responsible for supervising the financial reporting process of Tuopu.VI. CPA's Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole
are free from material misstatement whether due to fraud or error and to issue an audit report that
includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an
audit conducted in accordance with the audit standards will always detect a material misstatement when
it exists. Misstatements can arise fr
m fraud or error and are considered material if individually or
in the aggregate they could reasonably be expected to influence the economic decisions of users
made on the basis of these financial statements.As part of an audit in accordance with the audit standards we exercise professional judgment and
maintain professional skepticism throughout the audit. We also:
(1) Identify and assess the risks of material misstatement of the financial statements whether due
to fraud or error design and perform audit procedures responsive to those risks and obtain audit
evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a
material misstatement resulting from fraud
is higher than one resulting from error as fraud may involve collusion forgery intentional
omissions misrepresentations or the override of internal control.
(2) Obtain an understanding of internal control relevant to the audit in order to design appropriate
audit procedures but not for the purpose of expressing an opinion on the effectiveness of the Company's
internal control.
(3) Evaluate the appropriateness of accounting policies used and the reasonableness of accounting
estimates and related disclosures made by the Management.
(4) Conclude on the appropriateness of using the going concern assumption by the Management.
At the same time draw a conclusion based on the audit evidence obtained on whether there is
significant uncertainty in matters or situations that may cause major doubts about Tuopu's ability in
continuous operation. If we conclude that a material uncertainty exists we are required to draw attention
in our audit report to the related disclosures in the financial statements or if such disclosures are
111 / 309Ningbo Tuopu Group Co. Ltd. Annual Report 2025
inadequate to modify our opinion. Our conclusions are based on the information available up to the date
of our audit report. However future events or conditions may result in Tuopu 's inability to continue
operating.
(5) Evaluate the overall presentation (including the disclosures) structure and content of the
financial statements and whether the financial statements fairly reflect the relevant transactions and
events.
(6) Obtain sufficient and appropriate audit evidence regarding the financial information of the
entities or business activities within Tuopu to express an opinion on the financial statements. We are
responsible for guiding supervising and implementing the group audit and remain solely responsible for
our audit opinion.We have communicated with those charged with governance on such matters as the scope of audit
as planned the schedule and material audit findings including the defects in the internal control that are
worth paying attention to found in this audit.We have also provided those charged with governance with a statement on observing the
professional ethics related to independence and communicated with those charged with governance on
all the relationships and other matters that might be reasonably deemed to affect our independence and
relevant preventative measures (if applicable).From the matters communicated with those charged with governance we determine those matters
that were of most significance in the audit of the financial statements of the current period and are
therefore the key audit matters. We describe these matters in our audit report unless law or regulation
precludes public disclosure about the matter or when in extremely rare circumstances we determine that
a matter should not be communicated in our report because the adverse consequences of doing so would
reason
bly be expected to outweigh the public interest benefits of such communication.BDO China Shu Lun Pan Certified Public Chinese CPA: Yu Weiying
Accountants LLP (Project Partner)
(Special General Partnership)
Chinese CPA: Tang Jihong
Shanghai China Date: March 23 2026
112 / 309Ningbo Tuopu Group Co. Ltd. Annual Report 2025
II. Financial Statements
Consolidated Balance Sheet
As of 31 December 2025
Prepared by: Ningbo Tuopu Group Co. Ltd.Unit: Yuan Currency: RMB
Item Note 31 December 2025 31 December 2024
Current assets:
Cash and Bank Balances VII.1 5219806007.92 3987765850.28
Deposit Reservation for
Balance
Loans to Banks and Other
Financial Institutions
Trading Financial Assets VII.2 400000000.00 1050000000.00
Derivative Financial Assets
Notes receivable VII.4 15798084.56 24667150.00
Accounts receivable VII.5 7325793120.79 6425588731.75
Receivables Financing VII.7 4828918846.99 2659789309.01
Prepayments VII.8 225582478.98 167363593.66
Premium Receivable
Reinsurance Accounts
Receivable
Reinsurance Contract
Reserves Receivable
Other Receivables VII.9 65810353.73 80413358.88
Including: interest receivable
Dividends Receivable
Buying Back the Sale of
Financial Assets
Inventory VII.10 4716826854.45 4000058158.99
Including: data resources
Contract Assets
Holding for-sale assets
Non-current Assets Due
within 1
Year
Other Current Assets VII.13 646073361.14 287567653.75
Subtotal of Current Assets 23444609108.56 18683213806.32
Non-current Assets:
Granting of loans and
advances
Investment in Creditor's
Rights
Investment in Other
Creditor's Rights
Long-term Receivables
Long-term Equity Investment VII.17 105254429.52 96732684.19
Investment in Other Equity
Instruments
Other Non-current Financial
Assets 50000000.00
113 / 309Ningbo Tuopu Group Co. Ltd. Annual Report 2025
Investment Property VII.20 18685082.96 20832087.25
Fixed Assets VII.21 15049407542.38 13684596301.61
Projects under Construction VII.22 1879671312.18 2284619095.64
Productive Biological Assets
Oil and gas assets
Right-of-use Assets VII.25 511031729.89 534259860.28
Intangible Assets VII.26 1569588056.63 1369518780.91
Including: data resources
Development Expenditure
Including: data resources
Goodwill VII.27 340475037.28 202102686.43
Long-term unamortized VII.28
expenses 356977245.83 209595476.57
Deferred Income Tax Assets VII.29 261153623.12 239126561.54
Other Non-current Assets VII.30 347742200.68 219274564.68
Total Non-current Assets 20489986260.46 18860658099.10
Total Assets 43934595369.02 37543871905.42
Current Liabilities:
Short-term loan VII.32 2930929246.63 930632816.92
Borrowings from the Central
Bank
Borrowings from Banks and
Other Financial Institutions
Transactional financial
liabilities
Derivative Financial
Liabilities
Notes Payable VII.35 5716338315.74 3198453321.20
Accounts Payable VII.36 7479896927.88 6140245146.25
Received Prepayments
Contract liabilities VII.38 21061458.96 24262437.81
Financial Assets Sold for
Repurchase
Deposit Taking and Interbank
Deposit
Receiving from Vicariously
Traded Securities
Receiving from Vicariously
Sold Securities
Payroll payable VII.39 468463681.05 391032354.37
Tax Payable VII.40 319479049.45 325243378.19
Other Payables VII.41 21000056.22 22158931.54
Including: interest payable
Dividends Payable
Service Charge and
Commission Payable
Reinsurance Accounts
Payable
Holding for-sale liabilities
Non-current Liabilities Due VII.43
within 1 Year 1602987963.30 2004964391.44
Other Current Liabilities VII.44 82658540.23 1540946.15
Subtotal of Current
Liabilities 18642815239.46 13038533723.87
114 / 309Ningbo Tuopu Group Co. Ltd. Annual Report 2025
Non-current Liabilities:
Insurance Contract Reserves
Long-term loan VII.45 225116422.68 1448871389.82
Bonds Payable VII.46 2513474488.62
Including: Preferred Stocks
Perpetual Bonds
Lease Liabilities VII.47 442455857.59 486054607.63
Long-term Payables
Long-term payroll payable
Expected Liabilities
Deferred Income VII.51 422912904.23 408021000.71
Deferred Income Tax VII.29
Liabilities 66742024.12 65663219.31
Other Non-current Liabilities
Total Non-current
Liabilities 1157227208.62 4922084706.09
Total Liabilities 19800042448.08 17960618429.96
Owners’ Equity (or Shareholders' Equity):
Paid-in capital (or share VII.53
Capital) 1737835580.00 1686025655.00
Other Equity Instruments VII.54 143199396.33
Including: Preferred Stocks
Perpetual Bonds
Capital Reserves VII.55 10872539090.01 8255524193.88
Less: Treasury Share
Other Comprehensive VII.57
Incomes 50996410.35 -93966397.00
Special Reserves
Surplus Reserves VII.59 1039768774.30 822049459.12
General Risk Reserves
Undistributed Profits VII.60 10396846764.46 8737431642.33
Total Shareholders' Equity
Attributable to the Parent 24097986619.12 19550263949.66
Company
Minority Shareholders'
Equity 36566301.82 32989525.80
Total Shareholders' Equity 24134552920.94 19583253475.46
Total Liabilities and
Shareholders' Equity 43934595369.02 37543871905.42
Legal Representative: Wu Jianshu Accounting Work Officer: Hong Tieyang Accounting Institution
Officer: Hong Tieyang
115 / 309Ningbo Tuopu Group Co. Ltd. Annual Report 2025
Balance Sheet of the Parent Company
As of 31 December 2025
Prepared by: Ningbo Tuopu Group Co. Ltd.Unit: Yuan Currency: RMB
Item Note 31 December 2025 31 December 2024
Current Assets:
Cash and Bank Balances 1157355311.50 1507017750.23
Trading Financial Assets 400000000.00 1050000000.00
Derivative Financial Assets
Notes receivable
Accounts receivable XIX.1 2751659709.32 2689653147.30
Receivables Financing 231979.76
Prepayments 42293674.20 22107364.37
Other Receivables XIX.2 280001682.34 149728635.35
Including: interest receivable
Dividends Receivable
Inventory 811799481.31 788510587.70
Including: data resources
Contract Assets
Holding for-sale assets
Non-current Assets Due
within 1 Year
Other Current Assets
Subtotal of Current Assets 5443109858.67 6207249464.71
Non-current Assets:
Investment in Creditor's
Rights
Investment in Other
Creditor's Rights
Long-term Receivables
Long-term Equity Investment XIX.3 17137300222.38 15294612477.05
Investment in Other Equity
Instruments
Other Non-current Financial
Assets 50000000.00
Investment Property 18685082.96 20832087.25
Fixed Assets 2369371538.81 2436646584.65
Projects under Construction 255001459.10 206685505.34
Productive Biological Assets
Oil and gas assets
Right-of-use Assets
Intangible Assets 292934127.71 290277281.84
Including: data resources
Development Expenditure
Including: data resources
Goodwill
Long-term unamortized
expenses 30309027.76 26094679.16
Deferred Income Tax Assets 12727405.82
Other Non-current Assets 42484813.96 42225516.29
Total Non-current Assets 20208813678.50 18317374131.58
Total Assets 25651923537.17 24524623596.29
Current Liabilities:
Short-term loan 1520973786.29 830559900.03
116 / 309Ningbo Tuopu Group Co. Ltd. Annual Report 2025
Transactional financial
liabilities
Derivative Financial
Liabilities
Notes Payable 665378756.74 760519054.46
Accounts Payable 2529602620.05 2173951573.06
Received Prepayments
Contract liabilities 2756019.63 1243052.15
Payroll payable 150409712.14 135586062.44
Tax Payable 82229372.17 94979698.50
Other Payables 11071216.12 6487199.73
Including: interest payable
Dividends Payable
Holding for-sale liabilities
Non-current Liabilities Due
within 1 Year 1289504958.09 1425054751.80
Other Current Liabilities 180182.55 161596.78
Subtotal of Current
Liabilities 6252106623.78 5428542888.95
Non-current Liabilities:
Long-term loan 200000000.00 1197500000.00
Bonds Payable 2513474488.62
Including: Preferred Stocks
Perpetual Bonds
Lease Liabilities
Long-term Payables
Long-term payroll payable
Expected Liabilities
Deferred Income 121148852.38 106395921.90
Deferred Income Tax
Liabilities 924146.40
Other Non-current Liabilities
Subtotal of Non-current
Liabilities 321148852.38 3818294556.92
Total Liabilities 6573255476.16 9246837445.87
Owners’ Equity (or Shareholders' Equity):
Paid-in Capital (or Share
Capital) 1737835580.00 1686025655.00
Other Equity Instruments 143199396.33
Including: Preferred Stocks
Perpetual Bonds
Capital Reserves 10872539090.01 8255524193.88
Less: Treasury Share
Other Comprehensive
Incomes
Special Reserves
Surplus Reserves 1039768774.30 822049459.12
Undistributed Profits 5428524616.70 4370987446.09
Total Owners’ Equity (or
Shareholders' Equity) 19078668061.01 15277786150.42
Total Liabilities and
Owners’ Equity (or 25651923537.17 24524623596.29
Shareholders' Equity)
117 / 309Ningbo Tuopu Group Co. Ltd. Annual Report 2025
Legal Representative: Wu Jianshu Accounting Work Officer: Hong Tieyang Accounting Institution
Officer: Hong Tieyang
Consolidated Income Statement
For the Period from January 2025 to December 2025
Unit: Yuan Currency: RMB
Item Note 2025 2024
I. Total Operating Revenue 29581458675.27 26600328450.94
Including: Operating Revenue VII.61 29581458675.27 26600328450.94
Interest Income
Earned Premiums
Service Charge and
Commission Income
II. Total Operating Cost 26672310775.43 23534876960.27
Including: Operating Cost VII.61 23834162657.10 21066746134.44
Interest Expenditures
Service Charge and
Commission Expenses
Surrender Value
Net Claims Paid
Net Amount of Withdrawn
Reserve for Insurance Liability
Contract
Policyholder Dividend
Expense
Reinsurance Cost
Taxes and Surcharges VII.62 188035403.58 183296384.76
Sales Expenses VII.63 276658216.28 274039830.25
Administration expenses VII.64 768354983.24 620867938.38
Research and development
expense VII.65 1496041042.31 1224242543.46
Financial Expenses VII.66 109058472.92 165684128.98
Including: interest expenses 159850333.97 237972888.20
Interest Income 38072374.73 48350722.43
Add: Other income VII.67 306342296.74 407860226.79
Investment Income (Mark"-"
for Loss) VII.68 68582977.98 84364589.22
Including: Investment Income
from Affiliates and Joint Ventures 43521745.33 45857248.62
Profits from
derecognition of Financial Assets at
Amortized Cost
Exchange Gains (Mark"-" for
Losses)
Profit of Net Exposure
Hedging (Mark"-" for Loss)
Incomes from changes in fair
value (losses marked with "-") VII.70 1018222.92
Credit Impairment Losses
(Mark"-" for Loss) VII.71 -28434690.67 -79776922.89
Asset Impairment Losses VII.72 -100148494.25 -59338979.48
118 / 309Ningbo Tuopu Group Co. Ltd. Annual Report 2025
(Mark"-" for Loss)
Asset Disposal Income
(Mark"-" for Loss) VII.73 5139509.60 389596.49
III. Operating Profit (Mark"-" for
Loss) 3160629499.24 3419968223.72
Add: Non-operating Revenues VII.74 8170946.56 26452409.16
Less: Non-operating Expenses VII.75 17201224.10 25161191.02
IV. Total Profit (Mark"-" for Total
Loss) 3151599221.70 3421259441.86
Less: Income Tax Expense VII.76 368932902.70 417572835.57
V. Net Profit (Mark"-" for Net Loss) 2782666319.00 3003686606.29
(1) Classified by operation continuity
1. Net Profit as a Going Concern
(Mark"-" for Net Loss) 2782666319.00 3003686606.29
2. Net Profit of Discontinued
Operation (Mark"-" for Net Loss)
(2). Classified by the attribution of ownership
1. Net Profit Attributable to
Shareholders of Parent Company 2779071103.34 3000605982.24
2. Minority Shareholders' Profit
and Loss 3595215.66 3080624.05
VI. Net Amount of Other
Comprehensive Incomes after Tax 144944367.71 -86701368.66
(1) Net Amount of Other
Comprehensive Incomes after Tax
Attributable to the Parent Company's 144962807.35 -86686965.61
Owner
1 Other comprehensive income
that cannot be reclassified as P/L
(1) Re-measure the variation of
the defined benefit plan
(2) Other comprehensive income
that cannot be transferred to P/L under
the equity method
(3) Changes in the fair value of
investment in other equity instruments
(4) Changes in the fair value of
the credit risk of the enterprise
2. Other comprehensive income
that will be reclassified as P/L 144962807.35 -86686965.61
(1) Other comprehensive income
that can be transferred to P/L under the
equity method
(2) Changes in the fair value of
investment in other creditor's rights
(3) Financial assets reclassified into
other comprehensive income
(4) Provisions for the credit
impairment of investment in other
creditor's rights
(5) Cash flow hedge reserves
(6) Currency translation difference 144962807.35 -86686965.61
(7) Others
(2) Net Amount of Other
Comprehensive Incomes After Tax -18439.64 -14403.05
Attributable to Minority Shareholders
119 / 309Ningbo Tuopu Group Co. Ltd. Annual Report 2025
VII. Total Comprehensive Income 2927610686.71 2916985237.63
(1) Total Comprehensive Income
Attributable to the Parent Company's 2924033910.69 2913919016.63
Owner
(2) Total Comprehensive Income
Attributable to Minority Shareholders 3576776.02 3066221.00
VIII. Earnings per Share:
(1) Basic Earnings per Share (yuan
per share) 1.61 1.79
(2) Diluted Earnings per Share
(yuan per share) 1.61 1.78
If there is a business combination under the same control in the current period the net profit earned by
the combined party before the combination is: RMB 0 and the net profit earned by the combined party
in the previous period is: RMB 0.Legal Representative: Wu Jianshu Accounting Work Officer: Hong Tieyang Accounting Institution
Officer: Hong Tieyang
Income Statement of the Parent Company
For the Period from January 2025 to December 2025
Unit: Yuan Currency: RMB
Item Note 2025 2024
I. Operating Revenue XIX.4 9001140020.39 8578196865.49
Less: Operating Cost XIX.4 6800057963.78 6468686480.16
Taxes and Surcharges 50952572.62 57332196.28
Sales Expenses 1174421.99 2401883.32
Administration expenses 286921253.82 243766062.32
Research and development
expense 790784345.98 627087078.54
Financial Expenses 61102033.90 152189956.78
Including: interest expenses 94428182.31 176913648.32
Interest Income 18682292.48 34788229.62
Add: Other income 146751226.30 216230803.37
Investment Income (Mark"-"
for Loss) XIX.5 1151022253.80 84298500.24
Including: Investment Income
from Affiliates and Joint Ventures 43521745.33 45857248.62
Profits from Derecognition of
Financial Assets at Amortized Cost
Profit of Net Exposure
Hedging (loss in "-")
Incomes from changes in fair
value (loss in "-")
Credit Impairment Losses (loss
in "-") -44281678.20 -53729920.45
Asset Impairment Losses (loss
in "-") -17241143.76 -15652482.39
Asset Disposal Income (loss in
"-")315481.10-316176.79
II. Operating Profit (loss in "-") 2246713567.54 1257563932.07
Add: Non-operating Revenues 1270463.94 1659822.93
Less: Non-operating Expenses 6233737.23 3555750.22III. Total Profit (total loss in “-“) 2241750294.25 1255668004.78
120 / 309Ningbo Tuopu Group Co. Ltd. Annual Report 2025
Less: Income Tax Expense 64557142.43 104613363.43
IV. Net Profit (Mark for Net Loss) 2177193151.82 1151054641.35
(I) Net Profit as a Going Concern(net loss in “-“) 2177193151.82 1151054641.35(II) Net Profit of DiscontinuedOperation (net loss in “-“)V. Net Amount of Other
Comprehensive Incomes After Tax
(1) Other comprehensive income
that cannot be reclassified as P/L
1. Re-measure the variation of the
defined benefit plan
2. Other comprehensive income
that cannot be transferred to P/L under
the equity method
3. Changes in the fair value of
investment in other equity instruments
4. Changes in the fair value of the
credit risk of the enterprise
(2) Other comprehensive income
that will be reclassified as P/L
1. Other comprehensive income
that can be transferred to P/L under the
equity method
2. Changes in the fair value of
investment in other creditor's rights
3. Financial assets reclassified
into other comprehensive income
4. Provisions for the credit
impairment of investment in other
creditor's rights
5. Cash flow hedge reserves
6. Currency translation difference
7. Others
VI. Total Comprehensive Income 2177193151.82 1151054641.35
VII. Earnings per Share:
(I) Basic Earnings per Share (yuan
per share) 1.29 0.68
(II) Diluted Earnings per Share (yuan
per share) 1.29 0.68
Legal Representative: Wu Jianshu Accounting Work Officer: Hong Tieyang Accounting Institution
Officer: Hong Tieyang
121 / 309Ningbo Tuopu Group Co. Ltd. Annual Report 2025
Consolidated Cash Flow Statement
For the Period from January 2025 to December 2025
Unit: Yuan Currency: RMB
Item Note 2025 2024
I. Cash Flow Generated by Operational Activities:
Cash from Sales of
Merchandise and Provision of 27511786431.98 21796575291.59
Services
Net Increase in Customer's
Bank Deposits and Interbank
Deposits
Net Increase in Borrowings
from the Central Bank
Net Increase in Borrowings
from Other Financial Institutions
Cash Arising from Receiving
Premiums for the Original
Insurance Contract
Net Amount Arising from
Reinsurance Business
Net Increase in Deposits and
Investments from Policyholders
Cash Arising from Interests
Service Charges and Commissions
Net Increase in Borrowings
from Banks and Other Financial
Institutions
Net Increase in Repurchase
Business Funds
Net Amount of Cash Received
from the Vicariously Traded
Securities
Tax Refund 422963933.55 879005733.81
Other Received Cashes Related
to Operational Activities VII.78 278274013.67 320326198.10
Subtotal of cash inflow from
operational activities 28213024379.20 22995907223.50
Cash Paid for Merchandise and
Services 17769538524.96 14586196696.76
Net Increase in Loans and
Advances to Customers
Net Increase in Deposits with
Central Bank and Other Financial
Institutions
Cash Paid for Original
Insurance Contract Claims
Net increase of funds lent
Cash Paid for Interests Service
Charges and Commissions
Cash Paid for Policy Dividends
Cash Paid to and for Employees 3430713261.74 3005361418.06
Cash Paid for Taxes and
Surcharges 1337023144.63 1215483907.21
122 / 309Ningbo Tuopu Group Co. Ltd. Annual Report 2025
Other Paid Cashes Related to
Operational Activities VII.78 1193659319.61 952796514.63
Subtotal of cash outflow
from operational activities 23730934250.94 19759838536.66
Net cash flow generated
by operating activities 4482090128.26 3236068686.84
II. Cash Flow from Investment Activities:
Cash Arising from Disposal of
Investments 2775061232.65 3785397630.04
Cash Arising from Investment
Incomes 35000000.00 50000000.00
Net Cash Arising from Disposal
of Fixed Assets Intangible Assets 112414180.46 50606416.50
and Other Long-term Assets
Net Cash Arising from Disposal
of Subsidiaries and Other
Business Units
Other Received Cashes Related
to Investment Activities VII.78 32095926.23
Subtotal of cash inflow from
investment activities 2922475413.11 3918099972.77
Cash Paid for Purchase and
Construction of Fixed Assets
Intangible Assets and Other 3497176813.63 3145862082.45
Long-term Assets
Cash Paid for Investments 2150000000.00 4495000000.00
Net Increase in Pledge Loans
Net Cash Paid for Acquisition
of Subsidiaries and Other 290348335.19
Business Units
Other Paid Cashes Related to
Investment Activities VII.78 5000000.00
Subtotal of Cash Outflow
from Investment Activities 5937525148.82 7645862082.45
Net amount of cash flow
generated by investment activities -3015049735.71 -3727762109.68
III. Cash Flow from Financing Activities:
Cash Arising from Absorbing
Investments 3498437798.43
Including: Cash Arising from
Subsidiaries Absorbing
Investments by Minority
Shareholders
Cash Arising from Borrowings 3344057199.00 2842500000.00
Other Received Cashes Related
to Financing Activities
Subtotal of cash inflow from
financing activities 3344057199.00 6340937798.43
Cash Paid for Debts Repayment 3110068799.78 3295035690.40
Cash Paid for Distribution of
Dividends and Profits or Payment 1016095511.02 788539373.05
of Interests
Including: Dividends and
Profits Paid to Minority
Shareholders by Subsidiaries
Other Paid Cashes Related to VII.78 137375145.61 70165229.26
123 / 309Ningbo Tuopu Group Co. Ltd. Annual Report 2025
Financing Activities
Subtotal of cash outflow
from financing activities 4263539456.41 4153740292.71
Net cash flow generated
by financing activities -919482257.41 2187197505.72
IV. Impact of Fluctuation in
Exchange Rate on Cash and 211423359.82 -67175426.10
Cash Equivalents
V. Net Increase in Cash and
Cash Equivalents 758981494.96 1628328656.78
Add: Cash and Cash
Equivalents at the 3942266589.29 2313937932.51
Commencement of the Period
VI. Cash and Cash Equivalents
at the End of the Period 4701248084.25 3942266589.29
Legal Representative: Wu Jianshu Accounting Work Officer: Hong Tieyang Accounting Institution
Officer: Hong Tieyang
Cash Flow Statement of the Parent Company
For the Period from January 2025 to December 2025
Unit: Yuan Currency: RMB
Item Note 2025 2024
I. Cash Flow Generated by Operational Activities:
Cash from Sales of
Merchandise and Provision of 6854222269.60 6981406717.64
Services
Tax Refund 6206122.97 52500780.95
Other Received Cashes Related
to Operational Activities 184129929.08 136982528.01
Subtotal of cash inflow from
operational activities 7044558321.65 7170890026.60
Cash Paid for Merchandise and
Services 4139958007.03 3477335286.36
Cash Paid to and for Employees 862593680.40 737512383.00
Cash Paid for Taxes and
Surcharges 425087474.44 370383385.60
Other Paid Cashes Related to
Operational Activities 321653484.43 354121687.97
Subtotal of cash outflow
from operational activities 5749292646.30 4939352742.93
Net cash flow generated by
operating activities 1295265675.35 2231537283.67
II. Cash Flow from Investment Activities:
Cash Arising from Disposal of
Investments 3783441251.62 1016032297.53
Cash Arising from Investment
Incomes 50000000.00
Net Cash Arising from Disposal
of Fixed Assets Intangible Assets 100274217.72 98890529.05
and Other Long-term Assets
Net Cash Arising from Disposal
of Subsidiaries and Other
Business Units
124 / 309Ningbo Tuopu Group Co. Ltd. Annual Report 2025
Other Received Cashes Related
to Investment Activities 707706673.72 197706727.42
Subtotal of cash inflow from
investment activities 4641422143.06 1312629554.00
Cash Paid for Purchase and
Construction of Fixed Assets
Intangible Assets and Other 134060164.10 375255080.01
Long-term Assets
Cash Paid for Investments 7268747245.60 2865569975.00
Net Cash Paid for Acquisition
of Subsidiaries and Other
Business Units
Other Paid Cashes Related to
Investment Activities 534770000.00 332465000.00
Subtotal of Cash Outflow
from Investment Activities 7937577409.70 3573290055.01
Net amount of cash flow
generated by investment activities -3296155266.64 -2260660501.01
III. Cash Flow from Financing Activities:
Cash Arising from Absorbing
Investments 3498437798.43
Cash Arising from Borrowings 2274000000.00 2169000000.00
Other Received Cashes Related
to Financing Activities 148000000.00 100000000.00
Subtotal of cash inflow from
financing activities 5920437798.43 2269000000.00
Cash Paid for Debts Repayment 2142900000.00 2139600000.00
Cash Paid for Distribution of
Dividends and Profits or Payment 740592666.49 618038572.64
of Interest
Other Paid Cashes Related to
Financing Activities 148000467.68 160232525.08
Subtotal of cash outflow
from financing activities 3031493134.17 2917871097.72
Net cash flow generated by
financing activities 2888944664.26 -648871097.72
IV. Impact of Fluctuation in Exchange Rate on
Cash and Cash Equivalents -806653.22 -379127.10
V. Net Increase in Cash and Cash Equivalents 887248419.75 -678373442.16
Add: Cash and Cash Equivalents at the
Commencement of the Period 600119330.48 1278492772.64
VI. Cash and Cash Equivalents at the End of the
Period 1487367750.23 600119330.48
Legal Representative: Wu Jianshu Accounting Work Officer: Hong Tieyang Accounting Institution
Officer: Hong Tieyang
125 / 309Ningbo Tuopu Group Co. Ltd. Annual Report 2025
Consolidated Statement of Changes in Owners' Equity
For the Period from January 2024 to December 2024
Unit:Yuan Currency:RMB
2024
Shareholders' Equity Attributable to the Parent Company's Owner
Other Equity G
Instruments e
n
e
r
Le a
ss: Sp l
Pe
Item Pr Tr ec R Minority
Paid-in rpef ea Other ial i O Shareholde
Total
et Capital Surplus Undistributed th Shareholder s'Capital (or err su Comprehens Re s er Subtotal
rs 'Equity
ua Reserves Reserves Profits EquityShare Capital) ed Others ry ive Incomes se k
l s
St Sh rv R
B
oc ar es e
on
ks es s
ds e
r
v
e
s
I.Balance
at the
1102046572.00143214233.305340798886.81-21343831.86631484906.944933499753.4212129700520.6130524801.0412160225321.65
End of
Last
Year
Add:
Change
s in
Accoun
126 / 309Ningbo Tuopu Group Co. Ltd. Annual Report 2025
ting
Policies
Co
rrection
of
Errors
in the
Previou
s Period
Others
II.Balance
at the
1102046572.00143214233.305340798886.81-21343831.86631484906.944933499753.4212129700520.6130524801.0412160225321.65
Start of
This
Year
III.Increase
s or
Decreas
es in
3201.00-13061.14230654.6114064400.4775459088.041564934797.341654679080.32-601496.241654077584.08
This
Period
(Decrea
ses in
"-")
(I)
Total
Compre 14064400.47 2150642258.47 2164706658.94 -601496.24 2164105162.70
hensive
Income
(II)
Shareho
lders'
Contrib
3201.00-13061.14230654.61220794.47220794.47
ution
and
Reducti
on in
127 / 309Ningbo Tuopu Group Co. Ltd. Annual Report 2025
Capital
1.
Commo
n stock
invested
by the
owner
2.
Capital
Investe
d by
Holders
3201.00-13061.14230654.61220794.47220794.47
of
Other
Equity
Instrum
ents
3.
Amount
of
Share-b
ased
Paymen
ts
Recorde
d into
Shareho
lders'
Equity
4.
Others
(III)
Profit
75459088.04-585707461.13-510248373.09-510248373.09
Distribu
tion
1.
Approp
riation
75459088.04-75459088.04
of
Surplus
Reserve
128 / 309Ningbo Tuopu Group Co. Ltd. Annual Report 2025
s
2.
Approp
riation
of
General
Risk
Reserve
s
3.
Distribu
tion to
Owners -510248373.09 -510248373.09 -510248373.09
(or
Shareho
lders)
4.
Others
(IV)
Internal
Carry-f
orward
of
Shareho
lders'
Equity
1.
Capital
Reserve
s
Transfe
rred
into
Capital
(or
Share
Capital)
2.
Surplus
Reserve
s
Transfe
129 / 309Ningbo Tuopu Group Co. Ltd. Annual Report 2025
rred
into
Capital
(or
Share
Capital)
3.
Surplus
Reserve
s
Coverin
g
Losses
4.
Carry-f
orward
retained
earning
s of the
variatio
n of the
defined
benefit
plan
5.Othe
r
Carry-f
orward
Retain
ed
Earnin
gs of
the
Compr
ehensi
130 / 309Ningbo Tuopu Group Co. Ltd. Annual Report 2025
ve
Income
6.
Others
(V)
Special
Reserve
s
1.
Withdra
wal in
this
period
2. Used
in this
period
(VI)
Others
IV.Balance
at the
1102049773.00143201172.165341029541.42-7279431.39706943994.986498434550.7613784379600.9329923304.8013814302905.73
End of
This
Period
Item 2023
131 / 309Ningbo Tuopu Group Co. Ltd. Annual Report 2025
Shareholders' Equity Attributable to the Parent Company's Owner
Other Equity G
Instruments e
n
e
r
Le a
ss: Sp l
Pe
Pr Tr ec R Minority Total
Paid-in rpef ea Other ial i O Shareholde
Capital (or et
Capital Surplus Undistributed th
err su Comprehens Re s Subtotal rs 'Equity
Shareholder s'
Reserves Reserves Profits er Equity
Share Capital) uaed Others ry ive Incomes se k
l s
St Sh rv R
B
oc ar es e
on
ks es s
ds e
r
v
e
s
I.Balance
at the
1102046572.00143214233.305340798886.81-21343831.86631484906.944933499753.4212129700520.6130524801.0412160225321.65
End of
Last
Year
Add:
Change
s in
Accoun
ting
Policies
Co
rrection
of
Errors
in the
132 / 309Ningbo Tuopu Group Co. Ltd. Annual Report 2025
Previou
s Period
Others
II.Balance
at the
1102046572.00143214233.305340798886.81-21343831.86631484906.944933499753.4212129700520.6130524801.0412160225321.65
Start of
This
Year
III.Increase
s or
Decreas
es in
3201.00-13061.14230654.6114064400.4775459088.041564934797.341654679080.32-601496.241654077584.08
This
Period
(Decrea
ses in
"-")
(I)
Total
Compre 14064400.47 2150642258.47 2164706658.94 -601496.24 2164105162.70
hensive
Income
(II)
Shareho
lders'
Contrib
ution 3201.00 -13061.14 230654.61 220794.47 220794.47
and
Reducti
on in
Capital
1.
Commo
n stock
invested
by the
owner
133 / 309Ningbo Tuopu Group Co. Ltd. Annual Report 2025
2.
Capital
Investe
d by
Holders
3201.00-13061.14230654.61220794.47220794.47
of
Other
Equity
Instrum
ents
3.
Amount
of
Share-b
ased
Paymen
ts
Recorde
d into
Shareho
lders'
Equity
4.
Others
(III)
Profit
75459088.04-585707461.13-510248373.09-510248373.09
Distribu
tion
1.
Approp
riation
of 75459088.04 -75459088.04
Surplus
Reserve
s
2.
Approp
riation
of
General
Risk
134 / 309Ningbo Tuopu Group Co. Ltd. Annual Report 2025
Reserve
s
3.
Distribu
tion to
Owners -510248373.09 -510248373.09 -510248373.09
(or
Shareho
lders)
4.
Others
(IV)
Internal
Carry-f
orward
of
Shareho
lders'
Equity
1.
Capital
Reserve
s
Transfe
rred
into
Capital
(or
Share
Capital)
2.
Surplus
Reserve
s
Transfe
rred
into
Capital
(or
Share
Capital)
3.
135 / 309Ningbo Tuopu Group Co. Ltd. Annual Report 2025
Surplus
Reserve
s
Coverin
g
Losses
4.
Carry-f
orward
retained
earning
s of the
variatio
n of the
defined
benefit
plan
5.Othe
r
Carry-f
orward
Retain
ed
Earnin
gs of
the
Compr
ehensi
ve
Income
6.
Others
(V)
Special
Reserve
136 / 309Ningbo Tuopu Group Co. Ltd. Annual Report 2025
s
1.
Withdra
wal in
this
period
2. Used
in this
period
(VI)
Others
IV.Balance
at the
1102049773.00143201172.165341029541.42-7279431.39706943994.986498434550.7613784379600.9329923304.8013814302905.73
End of
This
Period
137 / 309Ningbo Tuopu Group Co. Ltd. Annual Report 2025
Statement of Changes in Owners' Equity of the Parent Company
For the Period from January 2024 to December 2024
Unit: Yuan Currency: RMB
2024
Other Equity Instruments Othe
Pr Pe Less r
ef rp : Com Spec
Item Paid-in Capital err et(or Share Capital Trea preh ial Surplus Undistributed
Total
ua Shareholders'
Capital) ed Others Reserves sury ensi Rese Reserves Profitsl Shar ve rves EquitySt
oc B e Inco
ks on mesds
I. Balance at the End of Last Year 1102049773.00 143201172.16 5341029541.42 706943994.98 3981541695.41 11274766176.97
Add: Changes in Accounting Policies
Correction of Errors in the
Previous Period
Others
II. Balance at the Start of This Year 1102049773.00 143201172.16 5341029541.42 706943994.98 3981541695.41 11274766176.97
III. Increases or Decreases in ThisPeriod (Decreases in “-“) 583975882.00 -1775.83 2914494652.46 115105464.14 389445750.68 4003019973.45
(1) Total comprehensive income 1151054641.35 1151054641.35
II) Shareholders' Contribution and
Reduction in Capital 60726706.00 -1775.83 3437743828.46 3498468758.63
1. Common stock invested by the
owner 60726104.00 3437711694.43 3498437798.43
2. Capital Invested by Holders of
Other Equity Instruments 602.00 -1775.83 32134.03 30960.20
3. Amount of Share-based Payments
Recorded into Shareholders' Equity
4. Others
(III) Profit Distribution 115105464.14 -761608890.67 -646503426.53
1. Appropriation of Surplus Reserves 115105464.14 -115105464.14
2. Distribution to Owners (or
Shareholders) -646503426.53 -646503426.53
3. Others
(IV) Internal Carry-forward of
Shareholders' Equity 523249176.00 -523249176.00
1. Capital Reserves Transferred into
Capital (or Share Capital) 523249176.00 -523249176.00
138 / 309Ningbo Tuopu Group Co. Ltd. Annual Report 2025
2. Surplus Reserves Transferred into
Capital (or Share Capital)
3. Surplus Reserves Covering Losses
4. Carry-forward retained earnings of
the variation of the defined benefit
plan
5. Other Carry-forward Retained
Earnings of the Comprehensive
Income
6. Others
(V) Special Reserves
1. Withdrawal in this period
2. Used in This Period
(VI) Others
IV. Balance at the End of This Period 1686025655.00 143199396.33 8255524193.88 822049459.12 4370987446.09 15277786150.42
2023
Other Equity Instruments Othe
r
Pr Pe Less
ef rp : Com Spec Total
Item Paid-in Capital err et(Or Share Capital Trea preh ial Surplus Undistributed
Capital) ed
ua Others Reserves sury Rese Reserves Profits
Shareholders'
St l Shar ensi rvesB e Equityoc on veks ds Inco
mes
I. Balance at the End of Last Year 1102046572.00 143214233.30 5340798886.81 631484906.94 3812658276.18 11030202875.23
Add: Changes in Accounting Policies
Correction of Errors in the
Previous Period
Others
II. Balance at the Start of This Year 1102046572.00 143214233.30 5340798886.81 631484906.94 3812658276.18 11030202875.23
III. Increases or Decreases in ThisPeriod (Decreases in “-“) 3201.00 -13061.14 230654.61 75459088.04 168883419.23 244563301.74(I) Total Comprehensive Income 754590880.36 754590880.36
(II) Shareholders' Contribution and 3201.00 -13061.14 230654.61 220794.47
139 / 309Ningbo Tuopu Group Co. Ltd. Annual Report 2025
Reduction in Capital
1. Common stock invested by the
owner
2. Capital Invested by Holders of
Other Equity Instruments 3201.00 -13061.14 230654.61 220794.47
3. Amount of Share-based Payments
Recorded into Shareholders' Equity
4. Others
(III) Profit Distribution 75459088.04 -585707461.13 -510248373.09
1. Appropriation of Surplus
Reserves 75459088.04 -75459088.04
2. Distribution to Owners (or
Shareholders) -510248373.09 -510248373.09
3. Others
(IV) Internal Carry-forward of
Shareholders' Equity
1. Capital Reserves Transferred into
Capital (or Share Capital)
2. Surplus Reserves Transferred into
Capital (or Share Capital)
3. Surplus Reserves Covering Losses
4. Carry-forward retained earnings of
the variation of the defined benefit
plan
5. Other Carry-forward Retained
Earnings of the Comprehensive
Income
6. Others
(V) Special Reserves
1. Withdrawal in this period
2. Used in this period
(VI) Others
IV. Balance at the End of This Period 1102049773.00 143201172.16 5341029541.42 706943994.98 3981541695.41 11274766176.97
Legal Representative: Wu Jianshu Accounting Work Officer: Hong Tieyang Accounting Institution Officer: Hong Tieyang
140 / 309Ningbo Tuopu Group Co. Ltd. Annual Report 2025
III. Basic Information about the Company
1. Company Profile
√Applicable □Non-applicable
Ningbo Tuopu Group Co. Ltd. (hereinafter referred to as "Company" or "The Company") a
company limited by shares changed from Ningbo Tuopu Brake System Co. Ltd. incorporated by
MECCA INTERNATIONAL HOLDING （ HK ） LIMITED Ningbo Jinlun Equity Investment
Partnership (Limited Partnership) and Ningbo Jinrun Equity Investment Partnership (Limited
Partnership) holder of the Corporate Business License (Registration No.: 91330200761450380T) listed
on Shanghai Stock Exchange (SSE) in March 2015 is specialized in manufacturing - automobile
manufacturing.As of December 31 2025 the Company has issued a total of 1737835580 shares with a
registered capital of RMB 1737835580 registered address: 268 Yuwangshan Road Daqi Street
Beilun District Ningbo Zhejiang headquartered in 268 Yuwangshan Road Daqi Street Beilun District
Ningbo Zhejiang is engaged in R&D production and sales of automobile parts. MECCA
INTERNATIONAL HOLDING （HK） LIMITED is the parent company of the Company is and Wu
Jianshu is the actual controller of the Company.This financial statement was approved for release by the Board of Directors on March 23 2026.IV. Basis for Preparing the Financial Statement
1. Basis for the preparationThe Company prepares the financial statement in accordance with “Accounting Standards forBusiness Enterprises - Basic Standards” issued by the Ministry of Finance and all specific accounting
standards application guidelines for accounting standards for business enterprises explanations on the
accounting standards for business enterprises and other related regulations (hereinafter collectively as"Accounting Standards for Business Enterprises") and the disclosure provisions in the “PreparationRules for
Information Disclosures by Companies Offering Securities to the Public No. 15 - GeneralProvisions on Financial Reports” issued by CSRC.
2. Going concern
√Applicable □Non-applicable
These financial statements of the company have been prepared on a going concern basis.The Company has going-concern ability for at least 12 months from the end of the reporting period
without any significant item affecting the capability for continuing as a going concern.V. Significant Accounting Polices and Accounting Estimates
Notes to specific accounting policies and accounting estimates:
√Applicable □Non-applicable
The following disclosures cover the specific accounting policies and accounting estimates
formulated by the Company according to the characteristics of its production and operation.
1. Statement on compliance with Accounting Standards for Business EnterprisesThese financial statements are in line with the provisions of the “Accounting Standards forBusiness Enterprises” as enacted by the Ministry of Finance and truly and fully reflect the consolidated
and the parent’s financial standing as of December 31 2025 as well as the consolidated and the parent’s
operating results and cash flows in 2025.
2. Accounting Period
The period begins on 1st day of January and ends on the 31st day of December in the Gregorian
calendar is counted as an accounting period.
141 / 309Ningbo Tuopu Group Co. Ltd. Annual Report 2025
3. Operating cycle
√Applicable □Non-applicable
The Company's operating cycle is 12 months.
4. Functional currency
The functional currency applicable to the Company is Renminbi.
5. Methodology for determining materiality criteria and basis for selection
√Applicable □Non-applicable
Item Significance criteria
Significant construction in progress Individual construction in progress exceeding
0.5% of total assets
Significant accounts payable aged over one year Accounts payable where the amount of a single
item exceeds 0.5% of total assets
Significant contract liabilities aged over one year Contract liabilities with an amount exceeding
0.5% of total assets
Significant other payables aged over one year Other accounts payable with an amount
exceeding 0.5% of total assets
Significant cash flows from investing activities Single cash flow from investing activities with an
amount exceeding 10% of total assets
Significant non-wholly owned subsidiaries Total assets of non-wholly owned subsidiaries
exceeding 10% of the company's consolidated
total assets or operating revenues exceeding 5%
of the company's consolidated operating revenues
Significant joint ventures or associates Carrying value of long-term equity investments
in joint ventures or associates accounting for
more than 0.5% of the Company's consolidated
net assets or investment income accounted for
under the equity method of long-term equity
investments accounting for more than 10% of the
Company's consolidated net income
6. The accounting treatment of business combinations involving enterprises under common control
and business combinations not involving enterprises under common control
√Applicable □Non-applicable
Business combination under common control: The assets and liabilities acquired by the merging
party in business combination shall be measured at the book value of the assets liabilities of the merged
party (including goodwill incurred in the acquisition of the merged party by ultimate controlling party)
in the consolidated financial statements of the ultimate controlling party on the date of combination. The
difference between the book value of the net assets obtained and the book value of the consideration
paid for the combination (or total nominal value of the issued shares) is adjusted to capital premium in
capital reserve. Adjustments shall be made to retained earnings in the event that the share premiums in
the capital reserves are not sufficient for write-down.Business combinations involving entities not under common control: The assets paid and liabilities
incurred or committed as a consideration of business combination by the merging party were measured
at fair value on the date of acquisition and the difference between the fair value and its book value shall
be charged to the profit or loss for the period. Where the cost of combination is higher than the fair value
of the identifiable net assets acquired from the merging party in business combination such difference
shall be recognized as goodwill; where the cost of combination is less than the fair value of the
identifiable net assets acquired from the merging party in business combination such difference shall be
charged to the profit or loss for the period. The identifiable assets liabilities and contingent liabilities of
142 / 309Ningbo Tuopu Group Co. Ltd. Annual Report 2025
the merged party obtained in business combination that meet the recognition conditions are measured at
their fair values on the purchase date.The fees which are directly related to the business combination shall be recognized as the profit or
loss in the period when the costs are incurred; the transaction expenses of issuing equity securities or
debt securities for business merger shall be initially capitalized for equity securities or debt securities.
7. Criteria for determining control and preparation method of consolidated financial statements
√Applicable □Non-applicable
1. Criteria for determining control
The scope of consolidation for the consolidated financial statements is determined on the basis of
control and includes the Company and all of its subsidiaries. Control is defined as the Company having
power over the investee exposure or rights to variable returns from its involvement with the investee
and the ability to use its power over the investee to affect the amount of those returns.
2. Procedures of Consolidation
The Company regards the Enterprise Group as an accounting entity and prepares consolidated
financial statements in accordance with unified accounting policies to reflect the overall financial
position operating result and cash flow of the Enterprise Group. The influence of internal transactions
between the Company and the Subsidiaries and between the Subsidiaries shall be offset. Where internal
transaction indicates the occurrence of impairment loss to relevant assets such loss shall be recognized
in full. In preparing the consolidated financial statements where the accounting policies and the
accounting periods are inconsistent between the Company and subsidiaries the financial statements of
subsidiaries are adjusted where necessary in accordance with the accounting policies and accounting
period of the Company.The owner's equity the net profit or loss and the comprehensive income attributable to minority
shareholders of a subsidiary of the current period are presented separately under the owners' equity in the
consolidated balance sheet the net profit and the total comprehensive income in the consolidated income
statement respectively. Where losses attributable to the minority shareholders of a subsidiary of the
current period exceed the minority shareholders' interest entitled in the shareholders' equity of the
subsidiary at the beginning of the period the excess is allocated against the minority shareholders
interest.
(1) Acquisition of subsidiaries or Business
For acquisition of subsidiaries or business due to business combination involving entities under
common control during the reporting period the operating results and cash flows of such subsidiaries
or business from the beginning to the end of the reporting period when the acquisition occurs shall be
included in the consolidated financial statements. Adjustments shall be made to the opening balance
of the consolidated financial statements and the related items in the comparative statements
simultaneously as if the consolidated reporting entity has been in existence since the beginning of the
control by the ultimate controlling party.Where the control over the investee under common control is made possible due to additional
investment or other reasons the equity investment held before gaining control of the combined party
is recognized as relevant profit or loss other comprehensive income and changes of other net assets
at the later of the date of acquisition of the original equity and the date when the combining and the
combined parties are under common control and shall be written down to the opening retained
earnings or current profit or loss in the comparative reporting period.For acquisition of subsidiaries or business due to business combination involving entities not
under common control during the reporting period the identifiable assets liabilities and contingent
liabilities shall be included in the consolidated financial statements based on the fair value
determined on the date of the acquisition.
143 / 309Ningbo Tuopu Group Co. Ltd. Annual Report 2025
In connection with imposing control over the investee not under joint control due to additional
investment and other reasons the equity of acquiree held before acquisition date shall be remeasured
by the Company at the fair value of such equity on the acquisition date and the difference between
fair value and book value shall be recognized as investment income in current period. Other
comprehensive income related to the equity held by the Acquiree before the acquisition date which
can be reclassified into future profit or loss and other changes of owners’ equity accounted for under
equity
(2) Disposal of Subsidiaries or Business
* General Treatment
When control over an investee is lost due to the disposal of part of an equity investment or for other
reasons the remaining equity investment in the investee is remeasured at its fair value on the date
control is lost. The difference between (i) the sum of the consideration received for the disposed equity
and the fair value of the remaining equity investment and (ii) the sum of (a) the share of the net assets of
the original subsidiary calculated based on the original shareholding proportion as continuously
calculated from the acquisition date or the merger date and (b) the goodwill is recognized as investment
income in the period in which control is lost. Other comprehensive income related to the equity
investment in the original subsidiary that may subsequently be reclassified to profit or loss and other
changes in owners’ equity recognized under the equity method are transferred to investment income
upon loss of control.* Disposal of Subsidiary Achieved by Stages
When disposal of equity interests of subsidiaries through multiple transaction until the control is
lost generally transactions in stages are treatment as a package deal in accounting if the transaction
terms conditions and economic impact of disposal of the subsidiary's equity interests comply with one
or more of the following:
i. These transactions are achieved at the same time or the mutual effects on each other are
considered;
ii. A complete set of commercial results can be achieved with reference to the series of
transactions as a whole;
iii. Achieving a transaction depends on at least achieving of one of the other transaction;
iv. One transaction recognized separately is not economical but it is economical when considered
together with other transactions.When losing control of a subsidiary in disposal of equity interests through multiple transactions is
recognized as a package deal these transactions shall be in accounting treated as loss control of a
subsidiary in disposal of equity interests achieved. However the differences between price on each
disposal and disposal of investment on the subsidiary's net assets shall be recognized in other
comprehensive income in the consolidated financial statements and included in profit or loss for the
period when the control is lost.When all transactions in disposal of equity interests of subsidiaries are not a package deal
accounting treatment for partial disposal of equity investments of subsidiary without losing control shall
be applied before control is lost. When the control is lost general accounting treatment for disposal of a
subsidiary shall be used.
(3) Acquisition of Minority Interest of Subsidiaries
The Company shall adjust the share premium in the capital reserve of the consolidated balance sheet
with respect to any difference between the long-term equity investment arising from the purchase of
minority interest and the net assets attributing to the parent company continuously calculated on the
basis of the newly increased share proportion as of the acquisition date or date of combination adjust the
retained earnings if the share premium in the capital reserve is insufficient for write-down.
(4) Partial Disposal of Equity Investment in Subsidiaries without Losing Control
Disposal price and disposal of long-term equity investment shall be entitled to the difference between
the shares of the net assets of the subsidiaries calculated continuously from the date of purchase or
acquisition. Adjustments shall be made to the equity premiums in the capital reserve of consolidated
balance sheet. When the equity premiums in the capital reserve are not sufficient for write-down the
retained earnings shall be adjusted.
144 / 309Ningbo Tuopu Group Co. Ltd. Annual Report 2025
8. Classification of Joint Arrangement and Accounting Treatment Methods of Joint Operation
√Applicable □Non-applicable
Joint arrangement can be divided into joint operation and joint venture.Joint operation refers to a joint arrangement in which the parties have rights to the assets and
obligations for the liabilities relating to the joint operation.The Company recognizes the following items related to the share of interests in the joint operation:
(1) Recognize the assets held separately by the Company and the assets jointly held in accordance
with the share of the Company;
(2) Recognize the liabilities assumed separately by the Company and the liabilities jointly
assumed in accordance with the share of the Company;
(3) Recognize the income generated through the sale of the Company's share of the output of the
joint operation;
(4) Recognize the income generated through the sale of the output of the joint operation in
accordance with the share of the Company；
(5) Recognize the expenses incurred separately and the expenses incurred in joint operation in
accordance with the share of the Company .The Company's investment in joint venture is accounted for by the equity method as specified in the
note “VII. 17. Long-term Equity Investment”.
9. Recognition criteria of cash and cash equivalents
Cash refers to the cash on hand of the Company and deposits that are available for payment at any
time. Cash equivalents refer to investments held by the Company featuring short duration strong
liquidity easy conversion into cash of known amount and low risk of changes in value.
10. Conversion of transactions and financial statements denominated in foreign currencies
√Applicable □Non-applicable
1. Foreign currency transactions
Foreign currency transactions shall be translated into RMB at the spot exchange rate on the day
when the transactions occurred or at an exchange rate fixed in accordance with a systematic and
reasonable method that is similar to the spot exchange rate on the day when the transactions occurred.Balance sheet date foreign currency monetary items shall be translated using the spot exchange rate
at the balance sheet date. The resulting exchange differences are recognized in profit or loss for the
current period except for those differences related to the principal and interest on a specific-purpose
borrowing denominated in foreign currency for acquisitions construction or production of the qualified
assets which should be capitalized as cost of the assets.
2. Translation of foreign currency financial statements
All assets and liabilities items in balance sheet are translated based on spot exchange rate on the
balance sheet date; owners' equity items other than "undistributed profits" are translated at a spot
exchange rate when accrued. Revenue and expense items as contained in the income statement are
translated at a spot exchange rate at the transaction occurrence date. For disposal of overseas operation
the translation difference as stated in the foreign currency financial statements relating to overseas
operation is accounted for in the profit and loss account in the current period from owners' equity
items.
145 / 309Ningbo Tuopu Group Co. Ltd. Annual Report 2025
11. Financial instruments
√Applicable □Non-applicable
The Company recognizes a financial asset financial liability or equity instrument when it becomes
a party to a financial instrument contract.
1. Classification of the financial instruments
According to the Company's business model for management of the financial assets and the contractual
cash flow features of the financial assets the financial assets when initially recognized are classified as:
financial assets at amortized cost financial assets at fair value through other comprehensive income and
financial assets at fair value through profit or loss.For financial assets that meet the following conditions and are not designated to be measured at fair
value through the current profit or loss the Company classifies them as financial assets at amortized
cost:
— The business model is aimed at collecting contract cash flow;
— Contract cash flow is the payment of principal and interest based on the outstanding principal
amount.For financial assets that meet the following conditions and are not designated to be measured at
fair value through current profit or loss the Company classifies them as financial assets at fair value
through other comprehensive income (debt instruments).— The business model is aimed at both collecting contract cash flows and selling financial asset;
— Contract cash flow is the payment of principal and interest based on the outstanding principal
amount.The Company will at the time of initial recognition irrevocably designate non-trading investments
in equity instruments as financial assets measured at fair value and the change shall be included in other
comprehensive income (equity instrument). The designation is made on the basis of independent
investment and the related investments fit the definition of an equity instrument from an issuer’s
perspective.In addition to the aforementioned financial assets at amortized cost and at fair value through other
comprehensive income the Company classifies all other financial assets as financial assets at fair value
through current profit or loss. At the time of initial recognition for financial assets that should have been
classified as financial assets at amortized cost or fair value through other comprehensive income the
Company can irrevocably designate them as financial assets at fair value through current profit or loss in
order to eliminate or significantly reduce the accounting mismatch.The financial liabilities when initially recognized are classified as: financial liabilities at fair
value through profit or loss and financial liabilities at amortized cost.Financial liabilities which meet one of the following conditions will be when initially measured
designated as financial liabilities at fair value through profit or loss:
1) Such designation may be able to eliminate or significantly reduce the accounting mismatch.
2) The portfolio of financial liabilities or the portfolio of financial assets and financial liabilities
shall be subject to management and performance evaluation on the basis of fair value according to the
enterprise risk management or investment strategy contained in the formal documentations and a report
shall be made to the key management personnel within the enterprise on this basis.
3) Such financial liabilities shall contain embedded derivatives to be split separately.
2. Recognition and measurement of financial instruments
(1) Financial assets at amortized cost
Financial assets at amortized cost include notes receivable accounts receivable other receivables
long-term receivables and creditors investment which shall be initially measured at fair value and the
relevant transaction expenses should be initially capitalized; The accounts receivable that do not
contain material financing compositions and those for which the Company decides to not take into
account the financing compositions of no more than one year shall be initially measured at the contract
146 / 309Ningbo Tuopu Group Co. Ltd. Annual Report 2025
transaction price.The interest calculated by effective interest method during the holding period is recorded into the
current profit and loss.At the time of recovery or disposal the difference between the price obtained and the book value
shall be included in the current profit or loss.
(2) Financial assets measured at fair value and its changes are included in other comprehensive
income (debt instruments)
Financial assets measured at fair value and its changes are included in other comprehensive
income (debt instruments) include receivables financing and investments in other creditor's rights.They are initially measured at fair value and the value other than the interest the impairment loss or
profit and the profit or loss on foreign exchange shall be included in other comprehensive income.Upon derecognition the cumulative profits or losses previously included in other comprehensive
income shall be removed from other comprehensive income and included in the profit or loss for the
period.
(3) Financial assets at fair value through other comprehensive income (equity instruments)
Financial assets at fair value through other comprehensive income (equity instruments) include
investment in other equity instruments. They are initially measured at fair value and the transaction
expenses shall be initially capitalized. These financial assets are subsequently measured at fair value
and the change in fair value shall be included in other comprehensive income. The dividends obtained
shall be included in the profit or loss for the period.Upon derecognition the cumulative profits or losses previously included in other comprehensive
income shall be removed from other comprehensive income and included in the carry-forward retained
earnings.
(4) Financial assets at fair value through profit or loss in this period
Financial assets at fair value through profit or loss include trading financial assets derivative
financial assets and other non-current financial assets. They are initially measured at fair value and the
transaction expenses related to them are included in the profit or loss for the period. These financial
assets are subsequently measured at fair value and the change in fair value shall be included in the
profit or loss for the period.
(5) Financial Liabilities Measured in Fair Value with Changes Recorded into Current Profit and Loss
Financial liabilities at fair value through profit or loss include trading financial liabilities and derivative
financial liabilities. They are initially measured at fair value and the transaction expenses related to
them are included in the profit or loss for the period. These financial liabilities are subsequently
measured at fair value and the change in fair value shall be included in the profit or loss for the period.Upon derecognition the difference between their book value and the consideration paid is included
in the profit or loss for the period.
(6) Financial liabilities at amortized cost
Financial liabilities at amortized cost include short-term loans notes payable accounts payable
other payables long-term loans bonds payable and long-term payables. They are initially measured at
fair value and the transaction expenses shall be initially capitalized.The interest calculated by effective interest method during the holding period is recorded into the
147 / 309Ningbo Tuopu Group Co. Ltd. Annual Report 2025
current profit and loss.Upon derecognition the difference between the consideration paid and the book value of these
financial liabilities is included in the current profit or loss.
3. Derecognition and transfer of financial assets
The Company derecognizes financial assets when any one of the following conditions is satisfied:
- The contractual right to receive cash flows of the financial assets has been terminated;
- The financial asset have been transferred and virtually all the risks and rewards related to the
ownership of the financial asset shave been transferred to the transferee;
- The financial assets have been transferred and while the Company has neither transferred nor
retained virtually all of the risks and rewards related to the ownership of the financial assets it
has not retained control of the financial assets.The financial assets have been transferred and while the Company has neither transferred nor
retained virtually all of the risks and rewards related to the ownership of the financial assets it has not
retained control of the financial assets.The substance-over-form principle shall be adopted while making judgment on whether the transfer
of financial assets satisfies the above conditions for termination of recognition.The transfer of financial assets can be classified into entire transfer and partial transfer. If the
transfer of an entire financial asset satisfies the conditions for termination of recognition the difference
between the two amounts below shall be recorded into profit or loss for the period:
(1) The book value of the financial asset transferred;
(2) The consideration received as a result of the transfer plus the accumulative amount of the
change in fair value previously recorded into the owners' equities (in cases where the transferred
financial assets are financial assets at fair value through other comprehensive income (debt
instruments)).If the partial transfer of financial assets satisfies the conditions for termination of recognition the
overall book value of the transferred financial asset shall be apportioned according to their respective
relative fair value between the recognition terminated part and the remaining part and the difference
between the two amounts below shall be recorded into profit or loss for the current period:
(1) The book value of the recognition terminated portion;
(2) The sum of consideration of the recognition terminated portion and the corresponding portion of
accumulated change in fair value previously recorded into owners' equity (in cases where the transferred
financial assets are financial assets at fair value through other comprehensive income (debt
instruments)).Financial assets will still be recognized if they fail to satisfy the conditions for termination of
recognition with the consideration received recognized as a financial liability.
4. Recognition for termination of financial liabilities
If the present obligation of a financial liability is discharged in whole or in part the financial
liability or that part thereof is derecognized. If the Company enters into an agreement with the creditor
to replace the existing financial liability by assuming a new financial liability and the contractual terms
of the new financial liability are substantially different from those of the existing financial liability the
existing financial liability is derecognized and the new financial liability is recognized simultaneously.If all or part of the contract terms of the original financial liabilities are substantially amended the
recognition of the original financial liabilities will be terminated in full or in part and the financial
liabilities whose terms have been amended shall be recognized as a new financial liability.When recognition of financial liabilities is terminated in full or in part the difference between the
book value of the financial liabilities terminated and the consideration paid (including transferred
non-cash assets or new financial liability) is recognized in profit or loss for the current period.
148 / 309Ningbo Tuopu Group Co. Ltd. Annual Report 2025
Where the Company repurchases part of its financial liabilities the book value of such financial
liabilities will be allocated according to the relative fair value between the continued recognized part
and terminated part on the repurchase date. The difference between the book value of the financial
liabilities terminated and the consideration paid (including transferred non-cash assets or new financial
liability) is recognized in profit or loss for the current period.
5. Method of determining the fair values of financial assets and liabilities
The fair value of a financial instrument that is traded in an active market is determined at the quoted
price in the active market. The fair value of a financial instrument that is not traded in an active market
is determined by using a valuation technique. The Company uses the valuation technique when it is
applicable under current conditions and there are enough available data and other information to support
and the technique should maximize the use of relevant observable. It chooses the inputs which are
consistent with the asset or liability's characteristics considered by market participants in the transaction
of the relevant asset or liability and makes the maximum use of relevant observable inputs.Unobservable inputs are used under the circumstance that the relevant observable inputs cannot be
obtained or not feasible.
6. Test method and accounting treatment for impairment of financial assets
The Company accounts for impairment of financial assets carried at amortized cost financial assets
(debt instruments) at fair value through other comprehensive income and financial guarantee contracts
on the basis of expected credit losses.The Company recognizes expected credit losses by calculating the probability-weighted amount of
the present value of the difference between the cash flows receivable and the cash flows expected to be
received from a contract taking into account reasonable and supporta
le information about past events current conditions and forecasts of future economic conditions
weighted by the risk of default.For receivables and contract assets resulting from transactions governed by “Accounting Standardsfor Business Enterprises No. 14 Revenue” the Company always measures its allowance for losses at an
amount equal to the expected credit losses over the entire duration regardless of whether or not there is
a significant financing component. For lease receivables resulting from transactions governed by
“Accounting Standards for Business Enterprises No. 21 Leases” the Company has elected to always
measure its allowance for losses at an amount equal to the expected credit losses over the entire duration.For other financial instruments the Company assesses at each balance sheet date the changes in
credit risk of the relevant financial instruments since initial recognition.The Company recognizes the relative changes in the risk of default within the expected duration of
financial instruments and assesses whether the credit risk of financial instruments has significantly
increased since the initial recognition by comparing the risk of default of financial instruments on the
balance sheet date with the risk of default on the initial recognition date. If the financial instrument
becomes overdue for more than 30 days the Company believes that the credit risk of this financial
instrument has been significantly increased unless there are concrete evidences that the credit risk of
this financial instrument has not been significantly increased upon initial recognition.If the financial instrument carries low credit risk at the balance sheet date the Company believes
that the credit risk of this financial instrument is not significantly increased upon initial recognition.In case the credit risk of a financial instrument has significantly increased since initial recognition
the Company will calculate the allowance for losses based on the expected credit losses over the entire
life of the financial instrument. Conversely if the credit risk has not significantly increased since initial
recognition the Company will measure the allowance for losses based on the expected credit losses of
the financial instrument within the next 12 months. Any resulting increase or reversal i
the loss allowance will be recorded as an impairment loss or gain in the profit or loss statement. For
financial assets (debt instruments) carried at fair value through other comprehensive income the
allowance for losses will be recognized in other comprehensive income while the impairment loss or
gain will be recognized in the profit or loss statement for the current period without reducing the
carrying amount of the financial asset as reported in the balance sheet.
149 / 309Ningbo Tuopu Group Co. Ltd. Annual Report 2025
If there is objective evidence that
receivable is impaired for credit purposes the Company makes an allowance for impairment of
that receivable on an individual basis.In addition to the above receivables that are individually provided for bad debts the Company
classifies the remaining financial instruments into portfolios based on credit risk characteristics and
determines the expected credit losses on a portfolio basis.The categories of portfolios and the basis for determining expected credit losses for the Company's
notes and accounts receivable financing are as follows:
Item Type of portfolio Basis of determination
Notes receivable with commercial banks
Bank acceptances Portfolio 1 as acceptors
Notes receivable with non-commercial
Commercial acceptance Portfolio 2
banks as acceptors
The categories of portfolio and the basis for determining the expected credit losses on accounts
receivable and other receivables were set out below:
Item Type of portfolio Basis of determination
Aging from the point in time when the
Accounts receivable Aging portfolio accounts receivable are recognized
Aging from the point of recognition of
Other receivables Aging portfolio
other receivables
If the Company does not have a reasonable anticipation anymore that it will recover the contractual
cash flows from a financial asset either in whole or in part the carrying amount of the financial asset is
directly reduced.
12. Notes receivable
□Applicable √Non-applicable
13. Accounts receivable
□Applicable √Non-applicable
14. Receivables financing
□Applicable √Non-applicable
15. Other accounts receivable
□Applicable √Non-applicable
16. Inventories
√Applicable □Non-applicable
Inventory categories issue valuation method inventory system amortization method for low value
consumables and packages
√Applicable □Non-applicable
1. Category and cost of inventories
Inventories are classified as raw materials turnover materials commodity stocks products in
progress and materials commissioned for processing.
150 / 309Ningbo Tuopu Group Co. Ltd. Annual Report 2025
Inventories are initially measured at cost. Inventory costs include procurement costs processing
costs and other expenses incurred to bring the inventory to its current location and condition.
2. Determination of cost for delivered inventory
Cost of inventories is determined using the weighted average method.
3. Inventory system
The perpetual inventory system is adopted.
4. Amortization of low-value consumables and packaging materials
(1) Low-value consumables are amortized using the immediate write-off method;
(2) Packaging materials are amortized using the immediate write-off method.
Criteria for recognition and provision for inventory falling price reserves
√Applicable □Non-applicable
On the balance sheet date inventories shall be measured at the lower of cost and net realizable
value. A provision shall be made for inventory price drops if inventory costs exceed the net realizable
value. Net realizable value refers to the amount after deducting the estimated costs to be incurred at the
time of completion the estimated selling expenses and taxes from the estimated sales price of
inventories during daily activities.Net realizable value of held-for-sale commodity stocks such as finished goods goods-in-stock and
held-for-sale raw materials during the normal course of production and operation shall be determined
by their estimated sales less the related selling expenses and taxes; the net realizable value of material
inventories which need to be processed during the normal course of production and operation shall be
determined by the amount after deducting the estimated cost of completion estimated selling expenses
and relevant taxes from the estimated selling price of finished goods; the net realizable value of
inventories held for execution of sales contracts or labor contracts shall be calculated on the ground of
the contracted price. If an enterprise holds more inventories than the quantity stipulated in the sales
contract the net realizable value of the exceeding part shall be calculated on the ground of general
selling price.Where the Company provides for provision for inventory falling price reserves on a portfolio basis
the categories of portfolios and the basis for determining the portfolios as well as the basis for
determining the net realizable value of different categories of inventories are set out below:
Category of Basis for
inventory determining Basis for determining net realizable value
portfolio portfolio
The net realizable value of inventories with an age of more
Inventory age than one year and corresponding to models that have ceased
Inventory age production is zero; for other inventories the net realizable
portfolio value is the estimated selling price less estimated selling
expenses and related taxes.The inventory falling price reserves withdrawn shall be reversed within the amount withdrawn and
the reversed amount shall be included in current profit or loss if the net realizable value of an inventory
is higher than its book value after the withdrawal due to the disappearance of the factors that influence
the writing-down of its value.Categories and basis for determining provision for inventory falling price reserves according to
portfolios and basis for determining net realizable value of different categories of inventories
□Applicable √Non-applicable
151 / 309Ningbo Tuopu Group Co. Ltd. Annual Report 2025
Calculation method and basis for determining the net realizable value of inventories by age group
for the purpose of recognizing net realizable value of inventories based on age group.□Applicable √Non-applicable
17. Contract assets
√Applicable □Non-applicable
Recognition methods and standards of contract assets
√Applicable □Non-applicable
The Company shall show the contract assets or contract liabilities in the balance sheet in
accordance with the relationship between the performance of the contract obligations and the Customer
payment. The Company shall list its right to receive consideration due to the transfer of goods or
services to the Customer (and such rights are subject to factors other than the passage of time) as
contractual assets. Contract assets and contract liabilities under the same contract shall be shown on a
net basis. The Company’s unconditional right (depending solely on the passage of time) to collect
consideration from the Customer shall be shown separately as a receivable.Categories and Determination Basis of Allowance for Credit Losses by Credit Risk Characteristic
Groupings
√Applicable □Non-applicableSee “V.11. 5. Testing methods and accounting treatment methods for impairment of financialassets” for specified determination method and accounting treatment for the expected credit loss of
contract assets.Categories of portfolios for which bad debt provisioning is made according to the combination of
credit risk characteristics and the basis for determining them
□Applicable √Non-applicable
Aging calculation method for recognizing credit risk profile groupings based on aging
□Applicable √Non-applicable
Determination of bad debt provisioning based on individual items Individual provisioning
judgment criteria
□Applicable √Non-applicable
18. Held-for-sale assets
√Applicable □Non-applicable
A non-current asset or disposal group is classified as held for sale if its carrying amount is to be
recovered principally through sale (including non-monetary asset exchanges with commercial substance)
rather than through continuing use.Recognition criteria and accounting treatment for non-current assets or disposal groups classified
as held for sale
√Applicable □Non-applicable
The Company will categorize non-current assets or disposal groups as held for sale if the following
conditions are met simultaneously:
(1) The sale of these assets or disposal groups is imminent based on the current conditions and the
Company's past practice of selling similar assets or disposal groups.
(2) It is highly likely that the sale will occur within one year. The Company has made a decision to
sell and has obtained firm commitments from buyers. If the relevant regulations require approval from
152 / 309Ningbo Tuopu Group Co. Ltd. Annual Report 2025
the relevant authority or regulatory body before the sale can proceed the Company has obtained that
approval.For non-current assets classified as held for sale (excluding financial assets deferred income tax
assets and assets arising from employee compensation) or disposal groups with a carrying value higher
than the fair value less costs to sell the carrying value is reduced to the fair value less costs to sell. The
amount of the reduction is recognized as an impairment loss on the asset which is then recorded in the
profit or loss statement. Additionally a provision for impairment of assets held for sale is also created.Recognition criteria and presentation of discontinued operations
√Applicable □Non-applicable
Discontinued operation is a component that meets one of the following conditions and can be
separately distinguished and the component has been disposed of by the Company or classified as held
for sale by the Company:
(1) The component represents a separate principal business or a separate principal operating area;
(2) The component is part of a related program of proposed dispositions of a separate principal
business or a separate principal operating area;
(3) The component is a subsidiary acquired exclusively for resale.
Gains and losses from continuing operations and gains and losses from discontinued operations are
presented separately in the income statement. Operating gains and losses such as impairment losses and
reversal amounts for discontinued operations and gains and losses on disposals are presented as gains
and losses from discontinued operations. For discontinued operations presented in the current period the
Company restates the information originally presented as profit or loss from continuing operations as
profit or loss from discontinued operations for the comparable accounting period in the current period's
financial statements.
19. Long-term equity investments
√Applicable □Non-applicable
1. Joint control or significant influence criteria
Joint control is the contractually agreed sharing of control of an arrangement and exists only when
requiring the unanimous consent of the parties sharing control before making decisions about the
relevant activities of the arrangement. The Company together with the other joint venture parties can
jointly control over the investee and are entitled to the right of the net assets of the investee as the
investee is joint venture of the Company.Significant influence refers to the power to participate in making decisions on the financial and
operating policies of an enterprise but not the power to control or jointly control the formulation of
such policies with other parties. Where the Company can exercise significant influence over the investee
the investee is an associate of the Company.
2. Determination of initial investment cost
(1) Long-term equity investments formed through business combination of entities
For long-term equity investment in a subsidiary generated due to business combinations involving
entities under common control the share of the book value in the consolidated financial statements of
the ultimate controlling party on the date of combinations shall be taken as the initial investment cost of
the long-term equity investments. For difference between the initial cost of long-term equity investment
and the book value of the consideration paid adjustments shall be made to the equity premiums in the
capital reserve. When the equity premiums in the capital reserve are not sufficient for write-down the
retained earnings shall be adjusted. Where control over the investee under common control is available
due to additional investment or other reasons for difference between the initial cost of long-term equity
investment recognized in accordance with the above principles and the sum of the book value of
long-term equity investment prior to the combination and the book value of newly paid consideration for
the acquisition of further shares on the date of combination adjustments shall be made to equity
premiums. When the equity premiums are not sufficient for write-down the retained earnings shall be
written down.
153 / 309Ningbo Tuopu Group Co. Ltd. Annual Report 2025
For long-term equity investment in a subsidiary generated due to business combinations involving
entities not under common control the cost of the combination recognized on the date of combination
shall be taken as the initial investment cost of the long-term equity investments. In relation to imposing
control over the investee not under common control as a result of additional investment and other
reasons the initial investment shall be the sum of the book value of the equity investment originally held
and the newly increased investment cost.
(2) Long-term equity investments acquired by means other than business combination
The initial cost of a long-term equity investment obtained by cash payment shall be the purchase
costs actually paid.The initial cost of investment of a long-term equity investment obtained by means of issuance of
equity securities shall be the fair value of the equity securities issued.
3. Subsequent measurement and recognition of profit or loss
(1) Long-term equity investment calculated by cost method
Long-term equity investment in subsidiaries of the company is calculated by cost method unless
the investment meets the conditions for holding for sale. except for the actual consideration paid for the
acquisition of investment or the declared but not yet distributed cash dividends or profits which are
included in the consideration investment gains are recognized as the Company' shares of the cash
dividends or profits declared by the investee.
(2) Long-term equity investment accounted for by equity method
Long-term equity investments of associates and jointly controlled entities are calculated using
equity method. Where the initial investment cost exceeds the investment the difference between the
share of the fair value of the investee’s identifiable net assets shall be enjoyed and no adjustment shall be
made to the initial investment cost of long-term equity investment; where the initial investment cost is
less than the investment the difference between the share of the fair value of the investee’s identifiable
net assets shall be enjoyed and be included in current profit or loss and adjustments shall be made to the
initial investment cost of long-term equity investment.The Company recognizes the investment income and other comprehensive income according to the
shares of net profit or loss and other comprehensive income realized by the investee which it shall be
entitled or shared respectively and simultaneously makes adjustment to the book value of long-term
equity investments; the book value of long-term equity investment shall be reduced by attributable share
of the profit or cash dividends for distribution declared by the investee; in relation to other changes of
owner's equity except for net profits and losses other comprehensive income and profit distributions of
the investee (hereinafter referred to as "changes in other owners' equity") the book value of long-term
equity investments shall be adjusted and included in owner's equity.When recognizing the amount of proportion of net profit or loss other comprehensive income and
other changes of owner’s equity in the investee which it entitles fair value of the identifiable assets of
the investee at the time when the investment is obtained shall be used as basis and adjustment shall be
made to the net profit other comprehensive income and others of the investee in accordance with the
accounting policies and accounting period of the Company.The unrealized profit or loss resulting from internal transactions between the Company and its
associate or joint venture shall be offset in portion to its equity interests based on which investment
income shall be recognized except when the assets invested or sold constitute transaction. Any losses
resulting from transactions which are attributable to impairment of assets shall be fully recognized.The Company shall be liable for net loss incurred by the Company to the joint venture or associate
and shall write it down to zero with the book value of the long-term equity investment and other
long-term equity which substantially constitute net investment in the joint venture or associate. Where a
joint venture or associate later realizes net profits the Company shall resume recognition of its share of
income after the share of income has made up for the unrecognized share of loss.
(3) Disposal of long-term equity investments
For disposal of long-term equity investment the difference between the book value and the
consideration actually received shall be included in the current profit or loss.For long-term equity investments accounted by partial equity disposal method the remaining equity
is still accounted by the equity method. Other comprehensive income recognized by the original equity
method shall be carried forward in a corresponding proportion on the same basis as the direct disposal of
related assets or liabilities by the investee. Changes in the interests of the owners are carried forward to
the current profit and loss on a pro ratio basis.
154 / 309Ningbo Tuopu Group Co. Ltd. Annual Report 2025
When losing joint control or significant influence over the investee due to disposal of equity
investment or other reasons other comprehensive income of the original equity investment recognized
accounted by equity method shall be treated using the same basis as the direct disposal of related assets
or liabilities by the investee upon the termination of the use of equity methods. Other changes of owner’s
equity shall be converted to the current profit or loss upon the termination of use of equity methods.When losing the control over the investee due to partially disposal of equity investment and other
reasons the remaining equities after disposal shall be accounted for under equity method in preparation
of individual financial statements provided that joint control or significant influence over the investee
can be imposed and shall be adjusted as if such remaining equities has been accounted for under the
equity method since they are obtained. Other comprehensive income recognized prior to the acquisition
of controls over the investee shall be carried over proportionally using the same basis as the direct
disposal of related assets or liabilities by the investee. Other changes of owner’s equity due to the use of
equity method shall be carried over into the current profit or loss proportionally. Where the remaining
equities after disposal cannot impose joint control or significant influence over the investee it shall be
recognized as financial asset and the difference between fair value and the book value on the date of
losing control shall be included in the current profit or loss. All the other comprehensive incomes and
other changes of owners’ equity recognized prior to the acquisition of controls over the investee shall be
carried over.When losing control over a subsidiary in step-by-step disposal of its equity interests through
multiple transactions is recognized as a package deals these transactions shall be in accounting treated
as loss of control of a subsidiary in disposal of equity interests. The differences between price on each
disposal prior to loss of control and the long-term equity investment book value of the disposed equity
shall be recognized as other comprehensive income in individual financial statements and included in
the current profit or loss when the control is lost. Transactions not recognized as a package deal shall be
accounted for separately.
20. Investment property
(1) If the cost measurement model is adopted:
Investment properties are properties held to earn rental income or for capital appreciation or both. They
include land use rights held for lease land use rights held for transfer after appreciation and buildings
held for lease (including buildings constructed or developed by the enterprise for lease and buildings
under construction or development that will be used for lease in the future).Subsequent expenditures related to investment properties are included in the cost of the investment
property when it is probable that the associated economic benefits will flow to the enterprise and the cost
can be measured reliably. Otherwise such expenditures are recognized in profit or loss as incurred.The Company uses the cost model to measure its existing investment properties. For investment
properties measured using the cost model – buildings held for lease – the Company applies the same
depreciation policy as it does for its fixed assets. For land use rights held for lease the Company applies
the same amortization policy as it does for its intangible assets.
21. Fixed assets
(1). Conditions for recognition
√Applicable □Non-applicable
Fixed assets are tangible assets that are held for use in the production or supply of goods or services
for rental to others or for administrative purposes; and have a service life of more than one accounting
year. Fixed asset is recognized when it meets the following conditions:
(1) It is probable that the economic benefits associated with the fixed asset will flow to the
enterprise;
(2) Its cost can be reliably measured.
Fixed assets are initially measured at cost (with the influence of expected disposal costs taken into
consideration).Subsequent expenditures related to fixed assets shall be included in the cost of fixed assets when
the relevant economic benefits are likely to flow in and the cost can be measured reliably; the book value
155 / 309Ningbo Tuopu Group Co. Ltd. Annual Report 2025
of the replaced part is derecognized; other subsequent expenditures shall be included in current profit or
loss at the time of occurrence.
(2).Methods for depreciation
√Applicable □Non-applicable
Category Depreciation Useful Lives of AnnualMethod Depreciation Residual Ratio Depreciation
Housing and Straight-line
building method 20 10 4.50
Machinery and Straight-line
equipment method 5-10 10 18.00-9.00
Means of Straight-line
transportation method 5 10 18.00
Office equipment Straight-line
and others method 5 10 18.00
Straight-line Land use
method certificate
Buildings for indicates the
commercial use remaining years 10
but no longer than
40 years
PV engineering Straight-line
project method 20 10 4.50
22. Projects under construction
√Applicable □Non-applicable
Projects under construction is measured at the actual costs incurred. The actual cost includes
construction costs installation costs borrowing costs that meet the capitalization conditions and other
necessary expenditures incurred before the construction in progress reaches its intended use status.Projects under construction reaching predetermined serviceable conditions shall be converted to fixed
assets and begin counting for depreciation the following month. The criteria and point of time for
carrying forward the Company's construction in progress to fixed assets are as follows:
Category Criteria and time point for conversion to fixed assets
(1) The main construction works and supporting works have been completed; (2)
Construction works If the construction works have reached the state of intended use but the finalaccount has not yet been finalized the construction works shall be transferred to
such as buildings fixed assets at the estimated value based on the actual cost of the works from the
date of reaching the state of intended use.Installation of (1) Relevant equipment and other ancillary facilities have been installed; (2) the
equipment can maintain normal and stable operation for a certain period of time
machinery and after debugging; and (3) the equipment has been accepted by asset management
equipment etc. personnel and users.
23. Borrowing costs
√Applicable □Non-applicable
1. Criteria for recognition of capitalized borrowing costs
For borrowing costs incurred by the Company that are directly attributable to the acquisition
construction or production of assets qualified for capitalization the costs will be capitalized and
156 / 309Ningbo Tuopu Group Co. Ltd. Annual Report 2025
included in the costs of the related assets. Other borrowing costs shall be recognized as expense in the
period in which they are incurred and included in profit or loss for the current period.Assets qualified for capitalization are assets (fixed assets investment property inventories etc.)
that necessarily take a substantial period of time for acquisition construction or production to get ready
for their intended use or sale.
2. Capitalization period of borrowing costs
The capitalization period shall refer to the period between the commencement and the cessation of
capitalization of borrowing costs excluding the period in which capitalization of borrowing costs is
temporarily suspended.Capitalization of borrowing costs begins when the following three conditions are fully satisfied:
(1) Expenditures for the assets (including cash paid transferred non-currency assets or
expenditure for holding debt liability for the acquisition construction or production of assets qualified
for capitalization) have been incurred;
(2) Borrowing costs have been incurred;
(3) Acquisition construction or production that are necessary to enable the asset reach its intended
usable or salable condition have commenced.Capitalization of borrowing costs shall be suspended during periods in which the qualifying asset
under acquisition and construction or production ready for the intended use or sale.
3. Suspension of capitalization period
Capitalization of borrowing costs shall be suspended during periods in which the acquisition
construction or production of a qualifying asset is interrupted abnormally when the interruption is for a
continuous period of more than 3 months; if the interruption is a necessary step for making the
qualifying asset under acquisition and construction or production ready for the intended use or sale the
capitalization of the borrowing costs shall continue. The borrowing costs incurred during such period
shall be recognized as profits and losses of the current period borrowing costs continue to be capitalized
until the acquisition and construction of the asset or the recommencement of production activities.
4. Calculation of capitalization rate and amount of borrowing costs
Specific borrowings for the acquisition construction or production of assets qualified for
capitalization borrowing costs of the specific borrowings actually incurred in the current period minus
the interest income earned on the unused borrowing loans as a deposit in the bank or as investment
income earned from temporary investment will be used to determine the amount of borrowing costs for
capitalization.General borrowings for the acquisition construction or production of assets qualified for
capitalization the to-be-capitalized amount of interests on the general borrowing shall be calculated and
determined by multiplying the weighted average asset disbursement of the part of the accumulative asset
disbursements minus the specifically borrowed loans by the capitalization rate of the general borrowing
used. The capitalization rate shall be calculated and determined according to the weighted average
interest rate of the general borrowing.During the period of capitalization the exchange balance on the principals and interests of special
foreign currency borrowings shall be capitalized and shall be included in the cost of assets eligible for
capitalization. The exchange balance on the principals and interests of foreign currency borrowings other
than the special foreign currency borrowings shall be included in current profit or loss.
24. Biological assets
□Applicable √Non-applicable
25. Oil and gas assets
□Applicable √Non-applicable
157 / 309Ningbo Tuopu Group Co. Ltd. Annual Report 2025
26. Intangible assets
(1). Useful life and the basis for its determination estimation status amortization method or review
procedure
√Applicable □Not applicable
1. Intangible assets are initially measured at cost upon acquisition
(1) Intangible assets are initially measured at cost upon acquisition
The costs of an externally purchased intangible asset include the purchase price relevant taxes and
expenses paid and other expenditures directly attributable to putting the asset into condition for its
intended use.
(2) Subsequent measurement
The service life of intangible assets shall be analyzed and judged upon acquisition.As for intangible assets with a finite service life they are amortized using the straight-line method
over the term in which economic benefits are brought to the firm; If the term in which economic benefits
are brought to the firm by an intangible asset cannot be estimated the intangible asset shall be taken as
an intangible asset with indefinite service life and shall not be amortized.
2. Estimated useful lives for the intangible assets with finite service life
Item Estimated useful lives Amortization Method Basis
Land use rights 38-50 years Straight-line method Land use certificate
Software 2-10 years Straight-line method Expected benefited period
Emission rights 5 years Straight-line method Emission permits
Patent Rights 10 Years Straight-Line Method Expected Period of Benefit
3. Basis for the judgment of intangible assets with uncertain service life and the procedure for
reviewing their service life
As of December 31 2025 the Company has no intangible assets with uncertain useful life.
(2). Scope of attribution of R&D expenditures and related accounting treatment
√Applicable □Not applicable
1. Scope of research and development expenditure
Expenditures incurred by the Company in the course of conducting research and development
(R&D) include relevant employee remuneration for personnel engaged in R&D activities consumable
materials relevant depreciation and amortization expenses and other related expenditures and are
summarized in the following manner:
Employee remuneration related to personnel engaged in research and development activities mainly
refers to the employee remuneration related to personnel directly engaged in research and development
activities as well as management personnel and direct service personnel closely related to research and
development activities consumable materials mainly refers to t
e relevant materials directly invested in research and development activities and related
depreciation and amortization expenses mainly refers
o the depreciation or amortization of fixed assets or intangible assets used in research and
development activities.
2. Specific criteria for the division of research phase and development phase
The expenses for internal research and development projects of the Company are divided into
expenses in the research phase and expenses in the development phase.Research phase: Scheduled innovative investigations and research activities to obtain and
understand scientific or technological knowledge.
158 / 309Ningbo Tuopu Group Co. Ltd. Annual Report 2025
Development phase: Apply the research outcomes or other knowledge to a plan or design prior to a
commercial production or use in order to produce new or essentially-improved materials devices
products etc.
3. Specific condition for capitalizing expenditure during the development phase
Expenses in the research phase are recorded into the profits and losses for the current period when
they occur. Expenditure during the development phase that simultaneously satisfies the following
conditions shall be recognized as intangible assets. Otherwise shall be included in current profit or loss:
(1) It is technically feasible to complete such intangible asset so that it will be available for use
or for sale;
(2) There is intention to complete the intangible asset for use or sale;
(3) The intangible asset can produce economic benefits including there is evidence that the
products produced using the intangible asset has a market or the intangible asset itself has a market; if
the intangible asset is for internal use there is evidence that there exists usage for the intangible asset;
(4) There is sufficient support in terms of technology financial resources and other resources in
order to complete the development of the intangible asset and there is capability to use or sell the
intangible asset;
(5) The expenses attributable to the development stage of the intangible asset can be measured
reliably.The R&D expenditures incurred shall be included in current profit or loss if it is impossible to
distinguish expenditure during the research phase and expenditure during the development phase.
27. Impairment of long-term assets
√Applicable □Non-applicable
Long-term assets such as long-term equity investment investment properties fixed assets and
construction in progress that measured at cost right-of-use assets，and intangible assets with limitedservice life are tested for impairment if there is any indication that an asset may be impaired on the
balance sheet date. If the result of the impairment test indicates that the recoverable amount of the asset
is less than its book value a provision for impairment and an impairment loss are recognized for the
amount by which the asset's book value exceeds its recoverable amount. The recoverable amount is the
higher of an asset's fair value less costs to sell and the present value of the future cash flows expected to
be derived from the asset. Provision for asset impairment is determined and recognized on the individual
asset basis. If it is not possible to estimate the recoverable amount of an individual asset the recoverable
amount of a group of assets to which the asset belongs to is determined. A group of assets is the smallest
group of assets that is able to generate cash inflows independently.Goodwill formed due to business combination intangible assets with uncertain service life and
intangible assets that have not yet reached serviceable conditions shall be tested for impairment at least
at the end of each year regardless of whether there is any indication of impairment.When the Company carry out impairment test to goodwill the Company shall as of the purchasing
day allocate on a reasonable basis the book value of the goodwill formed by merger of enterprises to the
relevant asset groups or if there is a difficulty in allocation to allocate it to the sets of asset groups. The
relevant asset group or combination of asset groups is the asset group or combination of asset groups
that can benefit from the synergies of business combination.For the purpose of impairment test on the relevant asset groups or the sets of asset groups
containing goodwill if any evidence shows that the impairment of asset groups or sets of asset groups
related to goodwill is possible an impairment test will be made first on the asset groups or sets of asset
groups not containing goodwill thus calculating the recoverable amount and comparing it with the
relevant book value so as to recognize the corresponding impairment loss. Asset group or combination
of group assets containing goodwill are tested for impairment and the book value and recoverable
amount shall be compared. If the recoverable amount is less than the book value the amount of
impairment loss shall be deducted and apportioned to the book value of goodwill in asset group or
combination of asset groups before deducting to the book value of all other assets proportionally based
on the proportion of the book value of all assets other than goodwill in the asset group or combination of
asset groups.
159 / 309Ningbo Tuopu Group Co. Ltd. Annual Report 2025
Once the above asset impairment loss is recognized it will not be reversed in the subsequent
accounting periods.
28. Long-term prepaid expenses
√Applicable □Non-applicable
Long-term prepaid expenses are expenses which have occurred but will benefit over 1 year and
shall be amortized over the current period and subsequent periods.The amortization period and amortization method for each expense is:
Item Amortization Method Amortization period
Renovation cost Straight-line method 5 years
Others Straight-line method 3-5 years
29. Contract liabilities
√Applicable □Non-applicable
The Company shall show the contract assets or contract liabilities in the balance sheet in
accordance with the relationship between the performance of the contract obligations and the Customer
payment. The Company’s obligation to transfer goods or provide services to customers for which
consideration has been received or receivable are presented as contractual liabilities. Contract assets and
contract liabilities under the same contract shall be shown on a net basis.
30. Employee remuneration
(1). Accountant arrangement method of short-term remuneration
√Applicable □Non-applicable
During the accounting period when the staff provides service the Company will recognize the
short-term remuneration actually incurred as liabilities and the liabilities would be charged into current
profits and loss or costs of assets.The Company will pay social insurance and housing funds and will make provision of trade union
funds and staff education costs in accordance with the requirements. During the accounting period when
the staff provides service the Company will determine the relevant amount of employee benefits in
accordance with the required provision basis and provision ratios.The expenses on employee benefit incurred by the Company shall be included in the current profit
or loss or related asset cost based on the actual amount when actually incurred and the non-monetary
benefit shall be measured at its fair value.
(2).Accounting treatment method of retirement benefit plan
√Applicable □Non-applicable
(1) Defined contribution plan
The Company will pay basic pension insurance and unemployment insurance in accordance with
the relevant provisions of the local government for the staff. During the accounting period when the staff
provides service the Company will calculate the amount payable in accordance with the local stipulated
basis and proportions which will be recognized as liabilities and the liabilities would be charged into
current profits and loss or costs of assets.
(2) Defined benefit plan
The welfare responsibilities generated from defined benefit scheme based on the formula
determined by projected unit credit method would be vested to the service period of the staff and
charged into current profits and loss or costs of assets.
160 / 309Ningbo Tuopu Group Co. Ltd. Annual Report 2025
The deficit or surplus formed by the present value of obligations of the defined benefit plan minus
the fair value of the assets of the defined benefit plan is recognized as a net liability or net asset of the
defined benefit plan. If there is a surplus in the defined benefit plan the Company shall use the lower of
the surplus of the defined benefit plan and the asset ceiling to measure the net assets of the defined
benefit plan.All defined benefit plan obligations including obligations expected to be p
id within twelve months after the end of the annual reporting period in which employees render
services are discounted at the market rate of return in respect of the national debts matching the term
and currency of the defined benefit plan or in respect of high-quality corporate bonds available on the
active market on the balance sheet date.The service cost incurred by the defined benefit plan and the net interest of the net liabilities or net
assets of the defined benefit plan are included in the curr
nt profit and loss or the related asset cost; the changes in the net liabilities or net assets of the
defined benefit plan are recorded in other comprehensive income and it will not be reversed to profit or
loss in the subsequent accounting period. When the original defined benefit plan is terminated all that
originally included in other comp
ehensive income will be carried forward to undistributed profit within the scope of equity.At the settlement of the defined benefit plan the gain or loss from the settlement is recognized by
the difference between the present value of the obligation of the defined benefit plan and the settlement
price determined on the settlement date.
(3).Accountant arrangement method of termination benefits
√Applicable □Non-applicable
Where the Company pays termination benefit to employees the liabilities of employee
remuneration generated by termination benefit shall be recognized at the earlier of the following date
and included in the current profit or loss: when the company cannot unilaterally withdraw termination
benefit provided by labor relationship termination plan or layoff proposal; when the Company
recognizes costs or expenses related to a restructuring of the payment of termination benefits.
(4).Accountant arrangement method of other long-term employee benefits
□Applicable √Non-applicable
31. Estimated liabilities
√Applicable □Non-applicable
The obligations related to contingencies in the satisfaction of all of the following conditions will be
recorded as estimated liabilities:
(1) The obligation is the current obligation undertaken by the company;
(2) The fulfillment of this obligation is likely to result in the outflow of economic benefits from the
company;
(3) The amount of the obligation can be reliably measured.
Estimated liabilities are initially measured based on the best estimate of the expenditure required to
fulfill the relevant current obligations.On fixing the best estimate certain factors such as risks uncertainties and time value of money in
connection with contingencies shall be considered in full aspects. If the time value of money has a
significant impact the best estimate is fixed after discounting the relevant future cash outflows.If there is a continuous range of required expenditures and the likelihood of occurrence of various
outcomes within this range is the same the best estimate shall be fixed at the median value within the
range
in other circumstances the best estimate shall be treated as:
* If a contingency involves one item it shall be fixed according to the most likely amount.* If a contingency involves more than one items it shall be calculated and fixed according to
various possible results and related probabilities.
161 / 309Ningbo Tuopu Group Co. Ltd. Annual Report 2025
If all or part of the expenditure required to pay off the estimated liability is expected to be
compensated by a third party the compensation amount shall be recognized as an asset separately when
virtually confirmed that it can be received and the compensation amount recognized must not exceed
the book value of the estimated liability.The company shall review the book value of estimated liabilities on the balance sheet date. If there
is conclusive evidence that the book value cannot reflect the current
best estimate the book value shall be adjusted according to the current best estimate.
32. Share-based payment
□Applicable √Non-applicable
33. Preference shares perpetual bonds and other financial instruments
□Applicable √Non-applicable
34. Revenue
(1).Disclosure of accounting policies used for revenue recognition and measurement by type of business
√Applicable □Non-applicable
1. Accounting policies for revenue recognition and measurement
The Company has fulfilled its contractual obligation to recognize income when the Customer
obtains control over the relevant goods or services. Obtaining control over related goods or services
means to be able to dominate the use of the goods or services and obtain virtually all economic benefits
from it.Where the Contract contains the performance of two or more obligations the Company shall on
the commencement date of the Contract apportion the transaction price to each individual performance
obligation on the basis of the relative proportion of the individual selling price of the goods or service
committed by each individual performance obligation. The Company shall measure its income on the
basis of the transaction price apportioned to each individual performance obligation.The transaction price refers to the amount of consideration the Company is expected to be entitled
to receive for the transfer of goods or services to the Customer excluding payments received on behalf
of third parties and the amounts expected to be refunded to the Customer. The Company determines the
transaction price in accordance with Contract terms and by taking into consideration its past practices. In
determining the transaction price it takes into consideration the impact of variable consideration
material financing elements in the Contract non-cash consideration consideration payable to customers
and other factors. The Company determines the transaction price that includes the variable consideration
at an amount not exceeding the amount of accumulated recognized income which is not likely to be
materially reversed when the relevant uncertainty is eliminated. Where there is material financing
components in the Contract the Company shall determine the transaction price on the basis of the
amount payable based on the assumption that the Customer pays in cash upon obtaining control over the
goods or services and shall amortize the difference between the transaction price and the Contract
consideration by effective interest method during the Contract period.It shall be deemed as fulfilling performance obligation within a certain period of time if one of the
following conditions is satisfied. Otherwise it shall be deemed as fulfilling performance obligation at a
certain point in time:
* The Customer obtains and consumes the economic benefits arising from the Company's
performance of obligations at the same time of that the Company perform its obligations.* The Customer can control the goods under construction during the process that the Company
perform its obligations.* The product produced by the Company during the performance of its obligations is
irreplaceable in use and the Company shall be entitled to receive payment for the accumulated part of
the performance completed so far during the whole Contract period.For obligations performed within a certain period of time the Company shall recognize income on
the basis of the performance progress during that period except when the performance progress cannot
be reasonably determined. The Company will adopt output method or input method to determine the
performance progress by taking the nature of the goods or services into consideration. Where the
162 / 309Ningbo Tuopu Group Co. Ltd. Annual Report 2025
performance progress cannot be reasonably determined and the costs incurred are expected to be
compensated the Company shall recognize income on the basis of the costs incurred until the
performance progress can be reasonably determined.For obligations performed at a certain point of time the Company recognizes income at the point
when the Customer obtain control over relevant goods or services. The Company takes the following
indications into consideration when determining whether the Customer has obtained control over
relevant goods or services:
* The Company is entitled to collect payment in respect of the goods or services immediately
i.e. the Customer is obliged to make payment in respect of the goods or services immediately
* The Company has transferred legal ownership of the goods to the Customer i.e. the Customer
has legal ownership of the goods.* The Company has physically transferred the goods to the Customer i.e. the Customer has
physically possessed the goods.* The Company has transferred the principal risks and rewards in the ownership of the goods to
the Customer i.e. the Customer has obtained the principal risks and rewards in the ownership of the
goods.* The Customer has received the goods or services etc.The determination of the Company's status as either a principally liable person or an agent is made
when entering into a transaction depending on whether it exercises control over the goods or services
before handing them over to the customer. If the Company has the ability to control the goods or
services before transferring them to the customer it is considered the principal and records revenue
according to the total consideration received or receivable. On the other hand if the Company lacks
control over the goods or services before transferring them it is classified as an agent and recognizes
revenue based on the anticipated commissions or fees.
2. Disclosure of specific revenue recognition and measurement methods by business type
(1) Domestic company
1) Domestic sales
For sales to domestic carmakers the goods received by customer and the notice of issuing an invoice is
treated as the time point of revenue recognition. For domestic after-sales market sales the time of
delivery is treated as the time point of revenue recognition.
2) Overseas sales
For general trade sales customs declaration and export are treated as the revenue confirmation time
point. For the sales based on DDU and DDP as contained in the sales contract the time of arrival at the
destination and the acknowledgment of receipt by customer is treated as the time point of revenue
recognition.
(2) Overseas company
The time of shipment and the acknowledgment of receipt by customer is treated as the time point of
revenue recognition.
(2). Different business models adopted for similar businesses leading to differences in revenue
recognition accounting policies
□Applicable√ Non-applicable
35. Contract costs
√Applicable □Non-applicable
Contract costs include contract performance costs and contract acquisition costs.The Company recognizes the costs incurred for performing the contract and that not fall within the
scope of inventories fixed assets or intangible assets as stipulated by related standards as an asset when
the following conditions are met:
* The cost is directly related to a current or anticipated contract.* The cost increases the Company's future resources to perform obligations.* The cost is expected to be recovered
The Company regards the incremental cost incurred to acquire the contract and that are expected to
be recovered as contract acquisition costs and recognizes them as an asset.
163 / 309Ningbo Tuopu Group Co. Ltd. Annual Report 2025
Assets related to contract costs shall be amortized using the same basis as income recognition of
goods or services related to the asset. However the Company shall include the amount in current profit
or loss if the amortization period of the contract acquisition cost is less than one year.The Company shall draw an impairment provision for the excess part when the book value of an
asset related to the contract cost is higher than the difference between the following two items and
recognize it as an impairment loss of the asset:
1. The remaining consideration expected to be obtained due to the transfer of goods or services
related to the asset;
2. Estimated costs to be incurred for the transfer of goods or services related to the asset.
The Company shall reverse the impairment provision withdrawn and include it in current profit or
loss if the impairment factors of the previous period change and cause the aforementioned difference
higher than the book value of the asset. However the book value of the asset after reverse shall not
exceed the book value of the asset on the reverse date under the assumption that no provision for the
impairment is withdrawn.
36. Government subsidies
√Applicable □Non-applicable
1. Type
Government grants are monetary assets and non-monetary assets acquired by the Company from
the government free of charge. Government grants are classified into government grants related to assets
and government grants related to revenue.Government grants related to assets refer to government grants acquired by the Company for the
purpose of purchasing or constructing or otherwise forming long-term assets. Government grants related
to revenue refer to the government grants other than those related to assets.Government grants are classified as assets-related under the following criteria:
Government grants obtained for purchase and construction or other forms of long-term assets are
defined as government grants related to assets;
Government grants are classified as income-related under the following criteria:
Government grants other than assets-related government grants are defined as income-related
government grants;
If the government documents have not yet specified the intended subjects of grants the Company
will classify the government grants as asset-related or income-related according to the following criteria:
(1) If the government document specifies an item applicable to the grants it shall be divided
according to the relative proportion of the expenditure amount that will form the asset and the
expenditure amount included in the expense in the budget of the specific item and the division ratio
shall be rechecked among each balance sheet date and subject to a change if necessary;
(2) The government document only makes a general statement and no specific item is specified it
is recorded as the income-related government grants.
2. Confirmation of time point
Government subsidies are confirmed when the company can meet its attached conditions and can
be received.
3. Accounting treatment
Government grants related to assets shall write off the book value of relevant assets or be
recognized as deferred income. When recognized as deferred income the government grant related to
assets will be period by period credited to the profits and losses of the current period in a reasonable and
systematic manner within the service life of relevant assets (those related to the Company's daily
activities shall be recognized as other income; those unrelated to the Company's daily activities shall be
recognized as non-operating income).The revenue-related government grants shall be recognized as deferred income if they are used to
compensate relevant expenses or losses in subsequent periods and they shall be included in profit and
loss of the current period (those related to Company's routine activities shall be included in other income;
those unrelated to the Company's routine activities shall be included in non-operating income) or used to
offset relevant expenses or losses during the recognition of related expenses or losses; the grants used to
compensate related expenses or losses incurred shall be included in profit and loss of the current period
(those related to Company's routine activities shall be included in other income; those unrelated to the
164 / 309Ningbo Tuopu Group Co. Ltd. Annual Report 2025
Company's routine activities shall be included in non-operating income) or used to offset relevant
expenses or losses.、
37. Deferred income tax assets/deferred income tax liabilities
√Applicable □Non-applicable
Income tax includes current income tax and deferred income tax. The Company will include current
income tax and deferred income tax in the current profit or loss except for income tax arising from
business combination and transaction or event directly included in the owners’ equity (including other
comprehensive income).Deferred income tax assets and deferred income tax liabilities shall be calculated and recognized on
the basis of the difference (temporary difference) between the tax basis of the assets and liabilities and
their book value.Deferred income tax assets are recognized to the extent that it is probable that future taxable profits
will be available against which deductible temporary differences can be utilized. For deductible losses
and tax credits that can be reversed in the future period deferred tax assets shall be recognized to the
extent that it is probable that taxable profit will be available in the future to offset the deductible losses
and tax credits.Save as the exceptions deferred income tax liabilities shall be recognized for the taxable temporary
difference.Special circumstances in which deferred income tax assets or deferred income tax liabilities are not
recognized include:
* Initial recognition of goodwill;
* Transaction or event that is not a business combination and would not affect accounting
profit and taxable income (or deductible loss) at the time of occurrence.For taxable temporary differences related to investments in subsidiaries associates and joint
ventures deferred income tax liability is recognized unless the Company can control the timing of
reversal of such temporary differences and such temporary differences are not likely to be reversed in
the foreseeable future. For deductible temporary differences related to the investments of subsidiaries
associates and joint ventures deferred tax asset is recognized when the temporary differences are likely
to be reversed in the foreseeable future and the taxable income amount used to offset the deductible
temporary differences is likely to be obtained in the future.Deferred tax assets and deferred tax liabilities on the balance sheet are evaluated based on the
anticipated tax rates that will be applicable during the period when the associated assets are recuperated
or the associated liabilities are resolved in accordance with the prevailing tax regulations.On the balance sheet date the Company reviews the book value of the deferred income tax assets.The book value of the deferred income tax asset will be written down if sufficient taxable income is not
likely to be obtained to offset the benefit of the deferred income tax asset in the future period. The
write-down amount will be reversed when sufficient taxable income is likely to be obtained.After granted the legal rights of net settlement and with the intention to use net settlement or obtain
assets and repay debt at the same time the net amount after offsetting its current income tax assets and
current income tax liabilities shall be recorded.On the balance sheet date deferred income tax assets and deferred income tax liabilities shall be as
stipulated by tax law measured by the applicable tax rate of the period of expected recovery of the
relevant assets or settlement of the relevant liabilities.* The taxpayer has the legal right to settle the current income tax assets and current income tax
liabilities on a net basis;
* Deferred income tax assets and deferred tax liabilities are related to the income tax to be paid
by the same entity liable to pay tax to the same tax collection and management authority or related to
different entities liable to pay tax. The relevant entity liable to pay tax is intended to apply net settlement
of current income tax assets and liabilities or at the same time obtain assets and repay debt in every
future period that deferred income tax assets and liabilities with importance would be reversed.
38. Lease
√Applicable □Non-applicable
165 / 309Ningbo Tuopu Group Co. Ltd. Annual Report 2025
Basis for Judgment and Accounting Treatment for Simplified Treatment of Short-term Leases and
Low-value Asset Leases as a Lessee
√Applicable □Non-applicable
(1) Right-of-use assets
On the start date of the lease term the Company recognizes the right-of-use asset for leases other
than short-term leases and low-value asset leases. Right-of-use assets are initially measured at cost
which includes:
The initial measurement amount of the lease liability;
For lease payments paid on or before the start of the lease term if there is a lease incentive the
amount of the lease incentive already enjoyed is deducted;
Initial direct expenses incurred by the Company;
The Company's estimated cost for dismantling and removing the leased assets restoring the
site where the leased assets are located or restoring the leased assets to the state as set out in the lease
terms and conditions except for the costs incurred for the production of inventory.The Company subsequently uses the straight-line method to depreciate the right-of-use assets. If it
can be reasonably determined that the ownership of the leased asset will be obtained at the end of the
lease term the Compa
y shall depreciate the leased asset over the remaining useful life; otherwise the leased asset will be
depreciated over the lease term or the remaining useful life of the leased asset whichever is shorter.The Company determines whether the right-of-use asset has been impaired under the principles as
set out in "Note V. 27. Long-term asset impairment" and performs accounting treatment for the
identified impairment loss.
(2) Lease liabilities
On the commencement of the lease term the Company recognizes lease liabilities for leases other
than short-term leases and leases of low-value assets. Lease liabilities are initially measured based on the
present value of the unpaid lease payments. Lease payments include:
Fixed payment (including the actual fixed payment) if there is a lease incentive the relevant
amount of the lease incentive will be deducted;
Variable lease payments that depend on an index or rate;
The amount expected to be paid based on the residual value of the guarantee provided by the
company;
The exercise price of the purchase option provided that the Company reasonably determines
that it will exercise the option;
The amount to be paid to exercise the option to terminate the lease provided that the lease
term reflects that the company will exercise the option to terminate the lease.The Company takes the interest rate implicit in the lease as the discount rate but if the interest rate
implicit in the lease cannot be reasonably determined the company's incremental borrowing interest rate
is used as the discount rate.The Company calculates the interest expense of the lease liability during each period of the lease
term according to a fixed periodic interest rate and includes it in the current profit and loss or the cost of
related assets.Variable lease payments that are not included in the measurement of lease liabilities are included in
the current profit and loss or the cost of related assets when they actually occur.After the commencement of the lease term in any of the following circumstances the Company
re-measures the lease liability and adjusts the corresponding right-of-use asset. If the book value of the
166 / 309Ningbo Tuopu Group Co. Ltd. Annual Report 2025
right-of-use asset has been reduced to zero but the lease liability still needs to be further reduced it will
The differenc
is included in the current profit and loss:
* When the evaluation results of the purchase option the renewal option or the termination option
change or the actual exercise of the aforementioned option is inconsistent with the original evaluation
result the company will discount the lease payment after the change and the revised discount The
present value of the rate calculation remeasures the lease liability;
* When the actual fixed payment changes the expected payable amount of the guarantee residual
value changes or the index or ratio used to
determine the lease payment changes the company calculates the present value based on the
changed lease payment and the original discount rate Remeasure the lease liability. However if changes
in lease payments originate from changes in floating interest rates the revised discount rate is used to
calculate the present value.
(3) Short-term leases and low-value asset leases
The Company elects not to recognize right-of-use assets and lease liabilities for short-term leases
and low-value asset leases and calculates the relevant lease payments in the current profit and loss or
related asset costs on a straight-line basis in each period of the lease term. Short-term lease refers to a
lease that does not include purchase options for a lease period not exceeding 12 months at the beginning
of the lease period. Low-value asset leasing
refers to a lease with a lower value when a sing
e leased asset is a new asset. If the Company subleases or expects to sublease the leased assets the
original lease is not a low-value asset lease.
(4) Lease change
If the lease is changed and the following conditions are met at the same time the company shall
treat the lease change as a separate lease for accounting treatment:
The lease change expands the scope of the lease by adding one or more use rights to leased
assets;
The increased consideration is equivalent to the amount of the individual price of the expanded
part of the lease scope adjusted according to the contract conditions.If the lease change is not accounted for as a separate lease on the effective date of the lease change
the Company reapportions the consideration of the contract after the change re-determines the lease
term and calculates the current lease payment based on the lease payment after the change and the
revised discount rate. The value of th
lease liability is remeasured.If the lease change causes the scope of the lease to be reduced or the lease term is shortened the
Company will correspondingly reduce the book value of the right-of-use asset and the relevant gains or
losses from the partial or complete termination of the lease are included in the current profit and loss. If
167 / 309Ningbo Tuopu Group Co. Ltd. Annual Report 2025
other lease changes cause the lease liability to be remeasured the company adjusts the book value of the
right-of-use asset accordingly.Criteria for classification and accounting treatment of leases as lessors
√Applicable □Non-applicable
On the commencement date of the lease the Company divides the lease into financial lease and
operating lease. Finance lease refers to a lease in which almost all the risks and rewards related to the
ownership of the leased asset are transferred regardless of whether the ownership is ultimately
transferred. Operating leases refer to leases other than financial leases. When the Company acts as a
sublease lessor it classifies subleases based on the right-of-use assets generated from the original lease.
(1) Accounting treatment of operating leases
The lease receipts of operating leases are recognized as rental income in each period of the lease
term according to the straight-line method. The Company capitalizes the initial direct costs incurred
related to operating leases and allocates them to the current profit and loss on the same basis as the
confirmation of rental income during the lease term. Variable lease payments that are not included in the
lease receipts are included in the current profit and
oss when they actually occur. If an operating
lease is changed the company will account for it as a new lease from the effective date of the
change and the amount of advance receipts or lease receivables related to the lease before the change
shall be deemed as the receipts of the new lease.
(2) Accounting treatment of financial leasing
On the commencement date of the lease the Company recognizes the financial lease receivables for
the financial lease and terminates the recognition of the financial lease assets. When the Company
initially measures the financial lease receivables the net lease investment is taken as the entry value of
the financial lease receivables. The net lease investment is the sum of the unguaranteed residual value
and the present value of the lease payment that has not
een received at the beginning of the lease te
m discounted at the interest rate implicit in the lease.The Company calculates and recognizes the interest income for each period of the lease term based
on a fixed periodic interest rate. The derecognition and impairment of financial lease receivables shall be
accounted for in accordance with this Note "III. (X). Financial Instruments".Variable lease payments that are not included in the measurement of the net lease investment are
included in the current profit and loss when they actually occur.If a financial lease is changed and the following conditions are met at the same time the Company
shall treat the change as a separate lease for accounting treatment:
* The change expands the scope of the lease by adding one or more use rights to leased assets;
* The increased consideration is equivalent to the amount of the individual price of the expanded
part of the lease scope adjusted according to the contract conditions.If the change of the financial lease is not accounted for as a separate lease the company shall deal
with the changed lease in the following situations:
168 / 309Ningbo Tuopu Group Co. Ltd. Annual Report 2025
* If the change takes effect on the lease start date the lease will be classified as an operating lease
and the Company will start accounting for it as a new lease from the lease change effective date and use
the net lease investment before the lease change effective date as The book value of the leased asset;
* If the change takes effect on the lease start date the lease will be classified as a financial lease
and the company will conduct accounting treatment in accordance with the policy of this note "V. (11).Financial Instruments" on the modification or renegotiation of the contract.
(3) Sale and Leaseback Transactions
The Company assesses whether the asset transfer in a sale-and-leaseback transaction qualifies as a
sale based on the principles described in Note "V. (34) Revenue" of these financial statements.
(1) As a Lessee
When the asset transfer in a sale-and-leaseback transaction qualifies as a sale the Company as a
lessee measures the right-of-use asset arising from the leaseback using the portion of the original
carrying amount of the asset that relates to the right of use retained through the leaseback. The Company
only recognizes gains or losses related to the rights transferred to the lessor.Subsequent to the commencement date of the lease the subsequent measurement of right-of-use
assets and lease liabilities as well as lease modifications are detailed in "V. (38). Leases – 1. The
Company as a Lessee" of these notes. When performing subsequent measurement of lease liabilities
arising from sale-and-leaseback transactions the Company ensures that the method of determining lease
payments or modified lease payments does not result in the recognition of gains or losses related to the
right of use retained through the leaseback.If the asset transfer in a sale-and-leaseback transaction does not qualify as a sale the Company as a
lessee continues to recognize the transferred asset and simultaneously recognizes a financial liability
equal to the transfer proceeds. The accounting treatment for financial liabilities is detailed in "V. (11).Financial Instruments" of these notes.
(2) As a Lessor
If the asset transfer in a sale-and-leaseback transaction qualifies as a sale the Company as a lessor
accounts for the purchase of the asset and subsequently accounts for the lease of the asset in accordance
with the policies outlined in "2. The Company as a Lessor" above; If the asset transfer does not qualify
as a sale the Company as a lessor does not recognize the transferred asset but recognizes a financial
asset equal to the transfer proceeds. The accounting treatment for financial assets is detailed in "V.(11).Financial Instruments" of these notes.
39. Other significant accounting policies and accounting estimates
□Applicable √Non-applicable
40. Changes in significant accounting policies and accounting estimatesPlease refer to the “Analysis and Explanation of the Reasons and Effects of Changes in AccountingPolicies Changes in Accounting Estimates or Corrections of Material Accounting Errors” under the
“Significant Events” section.
169 / 309Ningbo Tuopu Group Co. Ltd. Annual Report 2025
41. Implementation of New Accounting Standards or Interpretations for the First Time from 2025
Onwards Involving Adjustments to the Financial Statements at the Beginning of the Initial
Application Year
□Applicable √Non-applicable
42. Others
□Applicable √Non-applicable
VI. Taxes
1. Major categories of taxes and tax rates
Main categories of taxes and tax rates
√Applicable □Non-applicable
Tax Type Taxation basis Tax rate
According to the provisions of the tax law
the sales tax shall be calculated on the basis
of the income by selling goods and taxable
VAT services. After deducting the input tax that 13% 9% 7% 6% (Note 1)
is allowed to be deducted from the sales tax
in the current period the difference shall be
the value added tax
Consumption Tax
Business Tax
Urban Maintenance and Calculated based on the actual VAT paid
Construction Tax 7%、5% (Note 2)
Enterprise income tax 34%、30%、28%、27%、
Calculated based on the taxable income 26.5%、25%、24%、20%、
20.6%、19%、16.5%、15%
(Note 3)
Education Surcharges Calculated based on the actual VAT paid 3%
Local Education Calculated based on the actual VAT paid
Surcharges 2%
Note 1: The Company’s value-added tax (VAT) is levied as follows: on the sale of goods at 13%
of the taxable revenue; on technology development services at 6% of the taxable revenue; on real estate
leasing at 9% of the taxable revenue; and for the overseas entity Tuopu Technology (Thailand) at 7%
of the taxable revenue.Note 2: If there are taxable entities applicable to different corporate city maintenance and
construction tax rates make a disclosure of statement:
Name of Taxpayer Urban Maintenance and Construction Tax Rate (%)
Tuopu Automobile Electronics 5
Tuopu Thermal Management 5
Zhejiang Towin 5
Skateboard Chassis 5
Shanghai Tuopu 5
Taizhou Tuopu 5
170 / 309Ningbo Tuopu Group Co. Ltd. Annual Report 2025
Sichuan Tuopu 5
Huzhou Tuopu 5
Ningbo Qianhui 5
Shanghai Towin 5
Anhui Tuopu 5
Henan Tuopu 5
Tuopu Photovoltaic Technology (Hangzhou 5
Bay)
Tuopu Photovoltaic Technology (Taizhou) 5
Tuopu Photovoltaic Technology (Jinhua) 5
Tuopu Photovoltaic Technology (Linshui) 5
Other companies 7
Note 3: If there are taxpayers applicable to different corporate local education surcharge rates make a
disclosure of the description
√Applicable □Non-applicable
Name of Taxpayer Income Tax Rate (%)
The Company 15
Tuopu Automobile Electronics 15
Tuopu Thermal Management 15
Zhejiang Towin 15
Suining Tuopu 15
Tuopu Chassis 15
Hunan Tuopu 15
Chongqing Chassis 15
Xi’an Tuopu 15
Sichuan Tuopu 15
Liuzhou Tuopu 15
Baoji Tuopu 15
Ningbo Qianhui 15
Chongqing Tuopu 15
Tuopu North America Limited 26.50
Tuopu North America USA Limited INC 27
Tuopu USA LLC 28
Tuopu International 16.50
Tuopu Poland 19
Tuopu Sweden 20.60
Tuopu Malaysia 24
TUOPU DO BRASIL 34
Tuopu Mexico 30
Other companies 25
1. Preferential tax rate
√Applicable □Non-applicable
1. Under the provisions of the “Administrative measures for the accreditation of hi-tech enterprises”(Guo Ke Fa Huo [2016] No. 32) and the “Guidelines for the accreditation management of hi-techenterprises” (Guo Ke Fa Huo [2016] No.195) Ningbo Science and Technology Bureau Ningbo Finance
Bureau and Ningbo Tax Service SAT issued the certificate of hi-tech enterprise (No.GR202433102644). As set out in the certificate the Company was accredited as a hi-tech enterprise and
this accreditation is valid for 3 years. Within this period of validity the preferential tax rate for corporate
income tax is 15% which is effective from 2024 to 2026 The corporate income tax rate for 2025 is 15%
171 / 309Ningbo Tuopu Group Co. Ltd. Annual Report 2025
2. Under the provisions of the “Administrative measures for the accreditation of hi-tech enterprises”(Guo Ke Fa Huo [2016] No. 32) and the “Guidelines for the accreditation management of hi-techenterprises” (Guo Ke Fa Huo [2016] No.195) Ningbo Science and Technology Bureau Ningbo Finance
Bureau and Ningbo Tax Service SAT issued the certificate of hi-tech enterprise (No.GR202533101417). As set out in the certificate Automotive Electronics was accredited as a hi-tech
enterprise and this accreditation is valid for 3 years. Within this period of validity the preferential tax
rate for corporate income tax is 15% which is effective from 2025 to 2027. The corporate income tax
rate applicable to Tuopu Automotive Electronics for 2025 is 15%.
3. Under the provisions of the “Administrative measures for the accreditation of hi-tech enterprises”(Guo Ke Fa Huo [2016] No. 32) and the “Guidelines for the accreditation management of hi-techenterprises” (Guo Ke Fa Huo [2016] No.195) Ningbo Science and Technology Bureau Ningbo Finance
Bureau and Ningbo Tax Service SAT issued the certificate of hi-tech enterprise (No.GR202333103290). As set out in the certificate Zhejiang Towin was accredited as a hi-tech enterprise
and this accreditation is valid for 3 years. Within this period of validity the preferential tax rate for
corporate income tax is 15% which is effective from 2022 to 2024. The corporate income tax rate
applicable to Tuopu Thermal Management for 2025 is 15%
4. Under the provisions of the “Administrative measures for the accreditation of hi-tech enterprises”(Guo Ke Fa Huo [2016] No. 32) and the “Guidelines for the accreditation management of hi-techenterprises” (Guo Ke Fa Huo [2016] No.195) Ningbo Science and Technology Bureau Ningbo Finance
Bureau and Ningbo Tax Service SAT issued the certificate of hi-tech enterprise (No.GR202333100609). As set out in the certificate Tuopu Chassis was accredited as a hi-tech enterprise
and this accreditation is valid for 3 years. Within this period of validity the preferential tax rate for
corporate income tax is 15% which is effective from 2023 to 2025. The corporate income tax rate
applicable to Tuopu Chassis for 2025 is 15%.
5. Under the provisions of the “Administrative measures for the accreditation of hi-tech enterprises”(Guo Ke Fa Huo [2016] No. 32) and the “Guidelines for the accreditation management of hi-techenterprises” (Guo Ke Fa Huo [2016] No.195) Hunan Department of Science and Technology Hunan
Department of Finance State Administration of Taxation Hunan Provincial Taxation Bureau issued the
certificate of hi-tech enterprise (No. GR202343003469). As set out in the certificate Hunan Tuopu was
accredited as a hi-tech enterprise and this accreditation is valid for 3 years. Within this period of validity
the preferential tax rate for corporate income tax is 15% which is effective from 2023 to 2025. The
corporate income tax rate applicable to Hunan Tuopu for 2025 is 15%.
6. Under the provisions of the “Administrative measures for the accreditation of hi-tech enterprises”(Guo Ke Fa Huo [2016] No. 32) and the “Guidelines for the accreditation management of hi-techenterprises” (Guo Ke Fa Huo [2016] No.195) Zhejiang Department of Science and Technology
Zhejiang Department of Finance State Administration of Taxation Zhejiang Provincial Taxation
Bureau issued the certificate of hi-tech enterprise (No. GR202533000988). As set out in the certificate
Zhejiang Towin was accredited as a hi-tech enterprise and this accreditation is valid for 3 years. Within
this period of validity the preferential tax rate for corporate income tax is 15% which is effective from
2025 to 2027. The corporate income tax rate applicable to Zhejiang Towin for 2025 is 15%.
7. Under the provisions of the Announcement on Continuing the Enterprise Income Tax Policy for
Western Development (National Development and Reform Commission Announcement No. 23 of 2020)
and the Catalogue of Encouraged Industries in Western Regions the Department of Economy and
Information Technology of Sichuan Province has recognized Suining Tuopu as an encouraged industrial
enterprise and levied enterprise income tax at a reduced rate of 15%. The preferential period is from
January 1 2021 to December 31 2030. The corporate income tax rate applicable to Suining Tuopu for
2025 is 15%.
8. Under the provisions of the “No. 23 of 2020 by the Ministry of Finance State Administration ofTaxation and National Development and Reform Commission--Circular on the Continuation of theEnterprise Income Tax Policy for the Western Development Strategy” any enterprise engaged in an
encouraged industry in Western China will pay corporate income tax at 15% from 1 January 2021 to 31
December 2030. The corporate income tax rate applicable to Chongqing Chassis for 2025 is 15%.
9. Under the provisions of the “No. 23 of 2020 by the Ministry of Finance State Administration ofTaxation and National Development and Reform Commission--Circular on the Continuation of theEnterprise Income Tax Policy for the Western Development Strategy” any enterprise engaged in an
encouraged industry in Western China will pay corporate income tax at 15% from 1 January 2021 to 31
December 2030. The corporate income tax rate applicable to Xi’an Tuopu for 2025 is 15%.
172 / 309Ningbo Tuopu Group Co. Ltd. Annual Report 2025
10. Under the provisions of the “No. 23 of 2020 by the Ministry of Finance State Administration ofTaxation and National Development and Reform Commission--Circular on the Continuation of theEnterprise Income Tax Policy for the Western Development Strategy” any enterprise engaged in an
encouraged industry in Western China will pay corporate income tax at 15% from 1 January 2021 to 31
December 2030. The corporate income tax rate applicable to Sichuan Tuopu for 2025 is 15%.
11. Under the provisions of the “No. 23 of 2020 by the Ministry of Finance State Administration ofTaxation and National Development and Reform Commission--Circular on the Continuation of theEnterprise Income Tax Policy for the Western Development Strategy” any enterprise engaged in an
encouraged industry in Western China will pay corporate income tax at 15% from 1 January 2021 to 31
December 2030. The corporate income tax rate applicable to Liuzhou Tuopu for 2025 is 15%.
12. Under the provisions of the “No. 23 of 2020 by the Ministry of Finance State Administration ofTaxation and National Development and Reform Commission--Circular on the Continuation of theEnterprise Income Tax Policy for the Western Development Strategy” any enterprise engaged in an
encouraged industry in Western China will pay corporate income tax at 15% from 1 January 2021 to 31
December 2030. The corporate income tax rate applicable to Baoji Tuopu for 2025 is 15%.
13. Under the provisions of the “Administrative measures for the accreditation of hi-techenterprises” (Guo Ke Fa Huo [2016] No. 32) and the “Guidelines for the accreditation management ofhi-tech enterprises” (Guo Ke Fa Huo [2016] No.195) Ningbo Science and Technology Bureau Ningbo
Finance Bureau and Ningbo Tax Service SAT issued the certificate of hi-tech enterprise (No.GR202333100329). As set out in the certificate Ningbo Qianhui was accredited as a hi-tech enterprise
and this accreditation is valid for 3 years. Within this period of validity the preferential tax rate for
corporate income tax is 15% which is effective from 2023 to 2025. The corporate income tax rate
applicable to Ningbo Qianhui for 2025 is 15%.
14. Under the provisions of the “No. 23 of 2020 by the Ministry of Finance State Administration ofTaxation and National Development and Reform Commission--Circular on the Continuation of theEnterprise Income Tax Policy for the Western Development Strategy” any enterprise engaged in an
encouraged industry in Western China will pay corporate income tax at 15% from 1 January 2021 to 31
December 2030. The corporate income tax rate applicable to Chongqing Tuopu for 2025 is 15%.
15. According to the " The Law of the People’s Republic of China on Enterprise Income Tax" and
applicable implementation regulations the income from investment and operation of the state-sponsored
public infrastructure projects shall be exempted for corporate income tax from the first to the third year
and paid in half from the fourth to the sixth year which commences from the taxable year of the first
sum of production and operation income. Tuopu Photovoltaic Technology (Ningbo Beilun) was entitled
to the three-year tax exemption and three-year half tax payment policy from 2022 onwards.
16. According to the " The Law of the People’s Republic of China on Enterprise Income Tax" and
applicable implementation regulations the income from investment and operation of the state-sponsored
public infrastructure projects shall be exempted for corporate income tax from the first to the third year
and paid in half from the fourth to the sixth year which commences from the taxable year of the first
sum of production and operation income. Tuopu Photovoltaic Technology (Hangzhou Bay) was entitled
to the three-year tax exemption and three-year half tax payment policy from 2022 onwards.
17. According to the " The Law of the People’s Republic of China on Enterprise Income Tax" and
applicable implementation regulations the income from investment and operation of the state-sponsored
public infrastructure projects shall be exempted for corporate income tax from the first to the third year
and paid in half from the fourth to the sixth year which commences from the taxable year of the first
sum of production and operation income. Tuopu Photovoltaic Technology (Pinghu) was entitled to the
three-year tax exemption and three-year half tax payment policy from 2022 onwards.
18. According to the " The Law of the People’s Republic of China on Enterprise Income Tax" and
applicable implementation regulations the income from investment and operation of the state-sponsored
public infrastructure projects shall be exempted for corporate income tax from the first to the third year
and paid in half from the fourth to the sixth year which commences from the taxable year of the first
sum of production and operation income. Tuopu Photovoltaic Technology (Taizhou) was entitled to the
three-year tax exemption and three-year half tax payment policy from 2023 onwards.
19. According to the " The Law of the People’s Republic of China on Enterprise Income Tax" and
applicable implementation regulations the income from investment and operation of the state-sponsored
public infrastructure projects shall be exempted for corporate income tax from the first to the third year
and paid in half from the fourth to the sixth year which commences from the taxable year of the first
173 / 309Ningbo Tuopu Group Co. Ltd. Annual Report 2025
sum of production and operation income. Tuopu Photovoltaic Technology (Jinhua) was entitled to the
three-year tax exemption and three-year half tax payment policy from 2024 onwards.
20. According to the " The Law of the People’s Republic of China on Enterprise Income Tax" and
applicable implementation regulations the income from investment and operation of the state-sponsored
public infrastructure projects shall be exempted for corporate income tax from the first to the third year
and paid in half from the fourth to the sixth year which commences from the taxable year of the first
sum of production and operation income. Tuopu Photovoltaic Technology (Ningbo Yinzhou) was
entitled to the three-year tax exemption and three-year half tax payment policy from 2023 onwards.
21. According to the " The Law of the People’s Republic of China on Enterprise Income Tax" and
applicable implementation regulations the income from investment and operation of the state-sponsored
public infrastructure projects shall be exempted for corporate income tax from the first to the third year
and paid in half from the fourth to the sixth year which commences from the taxable year of the first
sum of production and operation income. Tuopu Photovoltaic Technology (Xiangtan) was entitled to the
three-year tax exemption and three-year half tax payment policy from 2024 onwards.
22. According to the " The Law of the People’s Republic of China on Enterprise Income Tax" and
applicable implementation regulations the income from investment and operation of the state-sponsored
public infrastructure projects shall be exempted for corporate income tax from the first to the third year
and paid in half from the fourth to the sixth year which commences from the taxable year of the first
sum of production and operation income. Tuopu Photovoltaic Technology (Wuhan) was entitled to the
three-year tax exemption and three-year half tax payment policy from 2024 onwards.
23. Under the provisions of the “Administrative measures for the accreditation of hi-techenterprises” (Guo Ke Fa Huo [2016] No. 32) and the “Guidelines for the accreditation management ofhi-tech enterprises” (Guo Ke Fa Huo [2016] No.195) Ningbo Science and Technology Bureau Ningbo
Finance Bureau and Ningbo Tax Service SAT issued the certificate of hi-tech enterprise (No.GR202434004164). As set out in the certificate Wuhu Tuopu was accredited as a hi-tech enterprise and
this accreditation is valid for 3 years. Within this period of validity the preferential tax rate for corporate
income tax is 15% which is effective from 2025 to 2027. The corporate income tax rate applicable to
Wuhu Tuopu for 2025 is 15%.
24. According to the “Announcement on Tax Policies to Further Support the Development of Smalland Micro Enterprises and Individual Businesses” (Announcement No. 12 2023 Ministry of Finance
and State Administration of Taxation) from January 1 2023 to December 31 2027 the following taxes
and fees for small-scale VAT taxpayers small and micro enterprises and individual businesses are
reduced by 50%: resource tax (excluding water resource tax) urban maintenance and construction tax
property tax urban land use tax stamp tax (excluding stamp tax on securities transactions) cultivated
land occupation tax education surcharge and local education surcharge. In 2025 Jinhua Tuopu and
Wuhu Tuowei benefited from this preferential policy.
3. Others
□Applicable √Non-applicable
VII. Notes to the Items in the Consolidated Financial Statement
1. Cash and bank balances
√Applicable □Non-applicable
Unit： Yuan Currency： RMB
Item Balance at the End of the Period Balance at the Beginning of the Period
Cash on Hand 16314.90 21590.07
Bank Balance 4701231769.35 3942244999.22
Other Cash and 518557923.67 45499260.99
Bank Balances
Deposits in finance
company
Total 5219806007.92 3987765850.28
174 / 309Ningbo Tuopu Group Co. Ltd. Annual Report 2025
Including: Total
Amount Deposited 876981414.43 631022589.96
in Overseas Banks
Other notes
The detailed composition of other monetary funds is as follows:
Unit：Yuan Currency：RMB
Item Balance at the End of the Period Prior Year-End Balance
Bank acceptance deposit 518557699.94 33208844.36
Guarantee and security deposit 223.73 466.96
Foreign exchange settlement 518557923.67 45499260.99
deposit
Total 518557699.94 33208844.36
2. Trading Financial Assets
√Applicable □Non-applicable
Unit： Yuan Currency： RMB
Item Balance at the End of Balance at the Beginning
Designated
the Period of the Period reason andbasis
Financial assets that are measured at /
fair value and whose changes are 400000000.00 1050000000.0
included in the current profit and loss
Including:
Investment in debt /
instruments
Investment in equity /
instruments
Derivative Financial Assets /
Short-term financial products 400000000.00 1050000000.0 /
Financial assets that are designated
to be measured at fair value and
whose changes are included in the
current profit and loss
Including:
Total 400000000.00 1050000000.0 /
Other Notes
□Applicable √Non-applicable
3. Derivative Financial Assets
□Applicable √Non-applicable
4. Notes Receivable
(1) Notes receivable presented by category
√Applicable □Non-applicable
Unit：Yuan Currency: RMB
Item Balance at the End of the Period Balance at the Beginning ofthe Period
Bank Acceptance Notes
Commercial Acceptance Notes 15798084.56 24667150.00
Total 15798084.56 24667150.00
175 / 309Ningbo Tuopu Group Co. Ltd. Annual Report 2025
(2). Notes receivable pledged by the Company at the end of the period
□Applicable √Non-applicable
(3). Notes receivable that the Company has endorsed or discounted at the end of the period and that have
not yet expired on the balance sheet date
□Applicable √Non-applicable
176 / 309Ningbo Tuopu Group Co. Ltd. Annual Report 2025
(4). Disclosure by provision for bad debts
√Applicable □N on-applicable
Unit：Yuan Currency：RMB
Balance at the End of the Period Balance at the Beginning of the Period
Book Balance Bad Debt Provision Book Balance Bad Debt Provision
Category
Percentage AccruedAmount Book Value Percentage
Accrued Book Value
(%) Amount Proportion Amount (%) Amount Proportion(%) (%)
Bad debt
provision
accrued
based on
single item
Bad debt
provision
accrued 16629562.69 100.00 831478.13 5.00 15798084.56 25965421.05 100.00 1298271.05 5.00 24667150.00
based on
portfolios
Including:
Portfolio1:
bank
acceptance
notes
Portfolio 2:
commercial
acceptance 16629562.69 100.00 831478.13 5.00 15798084.56 25965421.05 100.00 1298271.05 5.00 24667150.00
notes
Total 16629562.69 100.00 831478.13 15798084.56 25965421.05 100.00 1298271.05 / 24667150.00
177 / 309Ningbo Tuopu Group Co. Ltd. Annual Report 2025
Bad debt provision accrued based on single item
□Applicable √Non-applicable
Bad debt provision accrued based on portfolio:
√Applicable □Non-applicable
Unit：Yuan Currency：RMB
Balance at the End of the Period
Name Notes receivable Bad Debt Provision Accrued Proportion(%)
Portfolio 1: bank
acceptance notes
Portfolio 2: 16629562.69 831478.13 5.00
commercial
acceptance notes
Total 16629562.69 831478.13
Notes to bad debt provision accrued based on portfolio
□Applicable √Non-applicable
Provision for bad debts based on general model of expected credit losses
□Applicable √Non-applicable
Notes to significant changes in the carrying amount of notes receivable for which a change in the
allowance for losses occurred during the period:
□Applicable √Non-applicable
(5). Bad debt provision
√Applicable □Non-applicable
Unit：Yuan Currency：RMB
Balance at the Amount Changed in the Current Period Balance at the
Category Beginning of the Provision Withdrawal Write- Other End of thePeriod or Reversal off Changes Period
Portfolio 1:
bank
acceptance
notes
Portfolio 2:
commercial
acceptance 1298271.05 7439507.93 6972715.01 831478.13
notes
Total 1298271.05 7439507.93 6972715.01 831478.13
Significant withdrawal or reversal amount of provision for bad debts in the current period:
□Applicable √Non-applicable
(6). Accounts receivable actually written off in the current period
□Applicable √Non-applicable
Particulars about significant accounts receivable written off:
□Applicable √Non-applicable
Note on write-off of notes receivable:
178 / 309Ningbo Tuopu Group Co. Ltd. Annual Report 2025
□Applicable √Non-applicable
Other notes:
□Applicable √Non-applicable
5. Accounts receivable
(1). Disclosure by aging
√Applicable □Non-applicable
Unit：Yuan Currency：RMB
Aging Book Balance at the End of the Book Balance at the Beginning ofPeriod the Period
Within 1 year 7676827123.26 6750293260.66
Subtotal within 1 year 7676827123.26 6750293260.66
1 to 2 years 38560061.41 134987675.61
2 to 3 years 124744427.67 32319171.57
Over 3 years 33159943.33 12702448.48
3 to 4 years
4 to 5 years
Over 5 years 21649011.18 16128059.01
Total 7894940566.85 6946430615.33
179 / 309Ningbo Tuopu Group Co. Ltd. Annual Report 2025
(2). Disclosure by provision method for bad debts
√Applicable □Non-applicable
Unit：Yuan Currency：RMB
Balance at the End of the Period Balance at the Beginning of the Period
Book Balance Bad Debt Provision Book Balance Bad Debt Provision
Category (%) Accrued
Amount Percentag Amount Proportio Book Value Amount Percentag
Accrued
e (%) Amount Proportio
Book Value
e (%) n (%) n (%)
Bad debt
provisio
n
accrued 169612529.07 2.15 169612529.07 100.00 171147370.53 2.46
171147370.5
3100.00
based on
single
item
Including:
Bad debt
provisio
n 7725328037.7 97.85 399534916.9 5.17 7325793120.7 6775283244.8 97.54 349694513.0 5.16 6425588731.7accrued 8 9 9 0 5 5
based on
portfolio
Including:
Bad debt
provisio
n
accrued 7725328037.7 97.85 399534916.9 5.17 7325793120.7 6775283244.88 9 9 0 97.54
349694513.05.166425588731.755
based on
aging
groups
180 / 309Ningbo Tuopu Group Co. Ltd. Annual Report 2025
Total 7894940566.8 100.00 569147446.0 7325793120.7 6946430615.3 100.00 520841883.5 6425588731.75 6 9 3 8 5
181 / 309Ningbo Tuopu Group Co. Ltd. Annual Report 2025
Provision for bad debt based on single item:
√Applicable □Non-applicable
Unit：Yuan Currency：RMB
Balance at the End of the Period
Name AccruedBook Balance Bad Debt Provision Proportion Reason for
(%) Accrual
Human Horizons Expected to
(Shandong) 119871505.86 119871505.86 100.00 be
Technology Co. Ltd. unrecoverable
Wilmaster New Energy Expected to
Auto Parts (Wenzhou) 14768198.95 14768198.95 100.00 be
Co. Ltd. unrecoverable
VM Motor Purchasing Expected to
(Shanghai) Co. Ltd. 11801644.70 11801644.70 100.00 beunrecoverable
Human Horizons Expected to
(Jiangsu) Technology 5933227.04 5933227.04 100.00 be
Co. Ltd. unrecoverable
Chongqing Hyosow Expected to
Parts Co. Ltd. 5341186.92 5341186.92 100.00 beunrecoverable
Henan Dongqi Chenfei Expected to
Rubber and Plastic Co. 2438745.39 2438745.39 100.00 be
Ltd. unrecoverable
Jiangling Holdings Co. Expected to
Ltd. 1449066.88 1449066.88 100.00 beunrecoverable
Beijing Borgward Expected to
Motor Co. Ltd. 1415371.81 1415371.81 100.00 beunrecoverable
GAC Fiat Chrysler Co. Expected to
Ltd. Guangzhou 1365699.92 1365699.92 100.00 be
Branch unrecoverable
VM Motor Technology Expected to
(Sichuan) Co. Ltd. 1163412.50 1163412.50 100.00 beunrecoverable
Hycan Automotive Expected to
Technology Co. Ltd 958585.20 958585.20 100.00 beunrecoverable
Expected to
Hafei Motor Co. Ltd. 772148.75 772148.75 100.00 be
unrecoverable
VM Motor Expected to
Technology(Hengyang) 917556.26 917556.26 100.00 be
Co. Ltd. unrecoverable
GAC Fiat Chrysler Co. Expected to
Ltd. 408702.32 408702.32 100.00 beunrecoverable
Zhejiang Green Field Expected to
Motor Co. Ltd. 278511.05 278511.05 100.00 beunrecoverable
Shenyang Xinguang 269495.27 269495.27 100.00 Expected to
182 / 309Ningbo Tuopu Group Co. Ltd. Annual Report 2025
Huaxiang Automotive be
Engine Manufacturing unrecoverable
Co. Ltd
Beijing Borgward Expected to
Motor Co. Ltd. 236489.39 236489.39 100.00 be
Changping Branch unrecoverable
VM Motor Sales Expected to
(Shanghai) Co. Ltd. 20000.00 20000.00 100.00 beunrecoverable
Mianyang Huarui Expected to
Automobile Co. Ltd 146026.52 146026.52 100.00 beunrecoverable
Brilliance Renault Expected to
Jinbei Automotive Co. 29874.64 29874.64 100.00 be
Ltd. unrecoverable
Chongqing Zotye Expected to
Automotive Industry 26984.97 26984.97 100.00 be
Co. Ltd. unrecoverable
HiPhi (Qingdao) Expected to
Automotive Sales and 94.73 94.73 100.00 be
Service Co. Ltd. unrecoverable
Zhejiang Zotye Expected to
Automobile
Manufacturing Co. 169612529.07 169612529.07 100.00
be
unrecoverable
Ltd.Total 119871505.86 119871505.86 100.00
Notes to bad debt provision accrued based on single item:
□Applicable √Non-applicable
Bad debt provision accrued based on portfolios:
√Applicable □Non-applicable
Accrued items based on combinations: Accrued items based on aging group
Unit：Yuan Currency：RMB
Balance at the End of the Period
Name Accounts Receivable Bad Debt Provision AccruedProportion(%)
Within 1 year 7676237535.89 383811876.79 5.00
(including 1 year)
1-2 years (including 2 35181085.10 3518108.51 10.00
years)
2-3 years (including 3 1128273.61 338482.09 30.00
years)
3-5 years (including 5 2286733.95 1372040.37 60.00
years)
Over 5 years 10494409.23 10494409.23 100.00
Total 7725328037.78 399534916.99
Recognition criteria for and notes to bad debt provision by portfolios:
□Applicable √Non-applicable
Provision for bad debts based on general model of expected credit losses
□Applicable √Non-applicable
Note to significant changes in the carrying amount of accounts receivable for which changes in the
183 / 309Ningbo Tuopu Group Co. Ltd. Annual Report 2025
allowance for losses occurred during the period:
□Applicable √Non-applicable
(3). Bad debt provision
√Applicable □Non-applicable
Unit: Yuan Currency: RMB
Balance at the Amount Changed in the Current Period Balance at the
Category Beginning of Provision Withdrawalthe Period or Reversal Write-off
Other End of the
Changes Period
Bad debt
provision
accrued 171147370.53 217720.54 1752562.00 169612529.07
based on
single item
Bad debt
provision
accrued 349694513.05 34047771.48 15792632.46 399534916.99
based on
portfolios
Total 520841883.58 34265492.02 1752562.00 15792632.46 569147446.06
Significant withdrawal or reversal amount of provision for bad debts in the current period:
□Applicable √Non-applicable
(4). Accounts receivable actually written off in the current period
□Applicable √Non-applicable
Particulars about significant accounts receivable written off
□Applicable √Non-applicable
Notes to accounts receivable written off:
□Applicable √Non-applicable
(5). Accounts receivable of the top five closing balances collected by debtors
√Applicable □Non-applicable
Unit：Yuan Currency：RMB
Percentage
of total
Ending ending
Name Ending balance of balance Ending balance of balance of Ending balanceof accounts receivable of accounts receivable and accounts of provisionEntity contract contract assets receivable for bad debts
assets and
contract
assets (%)
No.1 1399304903.58 1399304903.58 17.73 69965245.18
No.2 1262614512.97 1262614512.97 15.99 63130725.65
No.3 351700124.49 351700124.49 4.45 17585006.22
No.4 221045735.02 221045735.02 2.80 11052286.75
No.5 205743603.89 205743603.89 2.61 10287180.19
Total 3440408879.95 3440408879.95 43.58 172020443.99
184 / 309Ningbo Tuopu Group Co. Ltd. Annual Report 2025
Other notes:
□Applicable √Non-applicable
6. Contract assets
(1). Status of contract assets
□Applicable √Not Applicable
(2). Amounts and reasons for significant changes in book value during the reporting period
□Applicable √Not applicable
(3). Disclosure by provision for bad debt
□Applicable √Not applicable
Provision for bad debts is made on a single item basis:
□Applicable √Not applicable
Note to bad debt provisioning by individual item:
□Applicable √Not applicable
Provision for bad debts by portfolio:
□Applicable √Not applicable
Provision for bad debts based on general model of expected credit losses.□Applicable √Not applicable
Note to significant changes in the carrying amount of contract assets for which a change in the
allowance for losses has occurred during the period:
□Applicable √Not Applicable
(4). Provision for bad debts on contract assets for the current period
□Applicable √Not applicable
Of which the amount of bad debt provision recovered or reversed during the period is significant:
□Applicable √Not applicable
(5). Contract assets actually written off during the period
□Applicable √Not applicable
Of which significant contract assets written off
□Applicable √Not applicable
Description of contract assets written off:
□Applicable √Not applicable
Other notes:
□Applicable √Not Applicable
7. Receivables financing
(1).Presentation of receivables financing classifications
√Applicable □Not Applicable
Unit: Yuan Currency: RMB
185 / 309Ningbo Tuopu Group Co. Ltd. Annual Report 2025
Item Balance at the End of the Period Balance at the Beginning of the Period
Notes 4828918846.99 2659789309.01
receivable
Accounts
receivable
Total 4828918846.99 2659789309.01
(2).Receivable financing pledged by the company at the end of the period
√Applicable □Not Applicable
Unit: Yuan Currency: RMB
Item Amount pledged at the end of the period
Bank Acceptance Notes 1766949912.62
Commercial Acceptance Notes
Total 1766949912.62
(3).The Company's receivable financing that has been endorsed or discounted and is not due on the
balance sheet date at the end of the period
√Applicable □Not Applicable
Unit: Yuan Currency: RMB
Total Amounts derecognized at the end Amounts not derecognized at theof the period end of the period
Bank Acceptance Notes 5233957983.17
Commercial Acceptance Notes
Total 5233957983.17
186 / 309Ningbo Tuopu Group Co. Ltd. Annual Report 2025
(4).Disclosure by provision for bad debts
√Applicable □Non-applicable
Provision for bad debts is made on an individual basis:
□Applicable √Not Applicable
Explanation of provision for bad debts by individual item:
□Applicable √Not applicable
Provision for bad debts by portfolio:
□Applicable √Not applicable
Provision for bad debts based on general model of expected credit losses.□Applicable √Not applicable
Note to significant changes in the carrying amount of receivables financing for which changes in the
allowance for losses occurred during the period:
□Applicable √Not Applicable
(5).Provision for bad debts
√Applicable □Not applicable
Of which the amount of bad debt provision recovered or reversed during the period is significant:
□ Applicable √ Not applicable
(6).Receivables financing actually written off during the period
□ Applicable √ Not applicable
Of which significant write-offs of receivables financing:
□ Applicable √ Not applicable
Note to write-offs:
□ Applicable √ Not applicable
(7).Changes in receivables financing increase or decrease during the period and changes in fair value:
√Applicable □Not applicable
Unit：Yuan Currency：RMB
Item Balance at the Increase in the Derecognition in Other Balance at the End
End of Previous Current Period the Current Period Changes of the Period
Year
Bank
Acceptance 2659789309.01 16188556192.94 14019426654.96 4828918846.99Notes
Commercial
Acceptance
Notes
Total 2659789309.01 16188556192.94 14019426654.96 4828918846.99
(8).Other notes:
□ Applicable √ Not applicable
187 / 309Ningbo Tuopu Group Co. Ltd. Annual Report 2025
8. Prepayments
(1). Presentation of prepayments by age
√Applicable □Non-applicable
Unit：Yuan Currency：RMB
Balance at the End of the Period Balance at the Start of the Period
Age Amount Percentage(%) Amount
Percentage
(%)
Within 219070954.58 97.11 161820343.87 96.69
1 year
1-22442809.821.083597819.822.15
years
2-32113517.240.94658910.810.39
years
Over 3 1955197.34 0.87 1286519.16 0.77
years
Total 225582478.98 100.00 167363593.66 100.00
(2). Particulars of prepayments of the top five closing balances by prepayment parties
√Applicable □Non-applicable
Unit：Yuan Currency：RMB
Proportion
in total
Name of Entity balance ofBalance at the end of the period
prepayments
at the end of
the period
Yunnan Aluminum Co. Ltd. 40828434.67 18.10
Ningbo Hangzhou Bay China 9508485.00 4.22
Resources Gas Co. Ltd.State Grid Zhejiang Electric 8804395.27 3.90
Power Co. Ltd. Ningbo Power
Supply Company
Ningbo Hangzhou Bay China 4278449.11 1.90
Resources Gas Co. Ltd.Liankangming (Shanghai) New 3134321.75 1.39
Materials Co. Ltd.Total 66554085.80 29.51
Other notes:
□Applicable √Non-applicable
9. Other receivables
Presentation of items
√Applicable □Non-applicable
Unit：Yuan Currency：RMB
Item Balance at the end of the period Balance at the beginning of theperiod
Interest receivable
Dividend receivable
188 / 309Ningbo Tuopu Group Co. Ltd. Annual Report 2025
Other Receivables 65810353.73 80413358.88
Total 65810353.73 80413358.88
Other Notes:
□Applicable √Non-applicable
Interest receivable
(1).Classification of interest receivable
□Applicable √Not applicable
(2).Significant overdue interest
□Applicable √Not applicable
(3).Disclosure by bad debt accrual method
□Applicable √Not applicable
Provision for bad debts is made on a single item basis:
□Applicable √Not applicable
Note to bad debt provisioning by individual item:
□Applicable √Not applicable
Provision for bad debts by portfolio:
□Applicable √Not applicable
(4).Provision for bad debts based on general model of expected credit losses.
□Applicable √Not applicable
Note to significant changes in the carrying amount of interest receivable for which changes in the
allowance for losses occurred during the period:
□Applicable √Not applicable
(5).Provision for bad debts
□Applicable √Not applicable
Of which the amount of bad debt provision recovered or reversed during the period is significant:
□Applicable √Not applicable
(6).Actual write-off of interest receivable during the period
□Applicable √Not applicable
Of which significant write-off of interest receivable
□Applicable √Not applicable
Note to write-offs:
□Applicable √Not applicable
Other notes:
□Applicable √Not applicable
189 / 309Ningbo Tuopu Group Co. Ltd. Annual Report 2025
Dividends receivable
(1).Dividends receivable
□Applicable √Not applicable
(2).Significant dividends receivable with an age of more than 1 year
□Applicable √Not applicable
(3).Disclosure by bad debt accrual method
□Applicable √Not applicable
Provision for bad debts is made on a single item basis:
□Applicable √Not applicable
Note to bad debt provision by individual item:
□Applicable √Not applicable
Provision for bad debts by portfolios:
□Applicable √Not applicable
(4).Provision for bad debts based on the general model of expected credit losses
□Applicable √Not applicable
Note to significant changes in the carrying amount of dividends receivable for which changes in the
allowance for losses occurred during the period:
□Applicable √Not applicable
(5).Provision for bad debt
□Applicable √Not applicable
Of which the amount of bad debt provision recovered or reversed during the period is significant:
□Applicable √Not applicable
(6).Dividends receivable actually written off during the period
□Applicable √Not applicable
Dividends receivable written off of which the amount is significant:
□Applicable √Not applicable
Note to write-offs:
□Applicable √Not applicable
Other notes:
□Applicable √Not applicable
Dividends Receivable
(7).Dividends Receivable
□Applicable √Not applicable
(8).Significant Dividends Receivable with Aging Over 1 Year
190 / 309Ningbo Tuopu Group Co. Ltd. Annual Report 2025
□Applicable √Not applicable
(9).Disclosure by Allowance Method
□Applicable √Not applicable
Individually Assessed Allowance:
□Applicable √Not applicable
Explanation of Individually Assessed Allowance:
□Applicable √Not applicable
Collectively Assessed Allowance:
□Applicable √Not applicable
(10). Allowance Calculated Using the General Model for Expected Credit Losses
□Applicable √Not applicable
Explanation of Significant Changes in the Carrying Amount of Dividends Receivable for Which Loss
Allowance Changed During the Period:
□Applicable √Not applicable
(11). Changes in Allowance
□Applicable √Not applicable
Of Which: Significant Reversals or Recoveries of Allowance During the Period:
□Applicable √Not applicable
(12). Actual Write-offs of Dividends Receivable During the Period
□Applicable √Not applicable
Of Which: Significant Write-offs of Dividends Receivable
□Applicable √Not applicable
Explanation of Write-offs:
□Applicable √Not applicable
Other Notes:
□Applicable √Not applicable
Other Receivables
(13). Disclosure by Aging
√Applicable □Not applicable
191 / 309Ningbo Tuopu Group Co. Ltd. Annual Report 2025
Unit: Yuan Currency: RMB
Age Book Balance at the End of the Period Book Balance at the Beginningof the Period
Within 1 year 44518831.61 52178692.29
Subtotal within 1 year 44518831.61 52178692.29
1 to 2 years 9582413.73 20467619.09
2 to 3 years 8867683.47 11209325.76
Over 3 years 21714782.32 11440540.04
3 to 4 years
4 to 5 years
Over 5 years 1355282.67 1480036.20
Total 86038993.80 96776213.38
(14). Categorized by nature of funds
√Applicable □Non-applicable
Unit: Yuan Currency: RMB
Nature of Funds Book balance at the end of the Book balance at the beginningperiod of the period
Petty cash funds 2351007.52 7448295.52
Security deposits 60825611.33 74000178.55
Others 22862374.95 15327739.31
Total 86038993.80 96776213.38
(15). Particulars of bad debt provision
√Applicable □Non-applicable
Unit: Yuan Currency: RMB
Phase 1 Phase 2 Phase 3
Expected Expected
credit loss credit loss
Bad debt throughout throughout
provision Expected credit loss in the the duration Totalnext 12 months the duration(no credit (credit
impairment impairment
occurred) hasoccurred)
Balance
on January 16362854.50 16362854.50
12025
Balance
of the
current
period on
January 1
2025
--Transfer
to Phase 2
--Transfer
to Phase 3
--Transfer
to Phase 2
192 / 309Ningbo Tuopu Group Co. Ltd. Annual Report 2025
--Transfer
to Phase 1
Provision
made in
the current 4490844.83 4490844.83
period
Reversal
in the
current 1129576.25 1129576.25
period
Write-off
in the
current
period
Write-off
in the
current
period
Other
changes -504516.99 -504516.99
Balance
on
December 20228640.07 20228640.07
312025
Notes to significant changes in the book balance of other receivables that have changed in the current
period:
□Applicable √Non-applicable
Amount of bad debt provision in the current period and the basis for assessing whether the credit risk of
financial instruments has increased significantly:
□Applicable √Non-applicable
(16). Particulars of bad debt provision
√Applicable □Non-applicable
Unit: Yuan Currency: RMB
Balance at the Amount Changed in the Current Period Balance at the
Category Beginning of Provision Withdrawal Other Ch End of thethe Period or Reversal Write-off anges Period
Accounts 16362854.50 4490844.83 1129576.25 504516.99 20228640.07
receivable
with bad
debt
accrued
based on
aging
portfolio
Total 16362854.50 4490844.83 1129576.25 504516.99 20228640.07
Bad debt provision in the current period with significant amount of withdrawal or reversal:
□Applicable √Non-applicable
(17). Particulars of other receivables actually written off in the current period
□Applicable √Non-applicable
193 / 309Ningbo Tuopu Group Co. Ltd. Annual Report 2025
Particulars about significant other receivables written off:
□Applicable √Non-applicable
Note to other receivables written off:
□Applicable √Non-applicable
(12). Particulars of other receivables of the top five closing balances collected by debtors
√Applicable □Non-applicable
Unit: Yuan Currency: RMB
Proporti
on in
total Balance
other of bad debt
Name of Unit Balance at the end of receivabl Nature provisionthe period es at the of funds Aging at the endend of of the
the period
period
(%)
FIDEICOMISO FIBRA UNO SIN Deposits
TIPO DE S Withi10844868.44 12.60 andguarante n 1 542243.42
es year
Development and Management Deposits
Administration Committee of 9508485.00 11.05 and Note 5705091.Ningbo Hangzhou Bay New Area guarante 1 00es
DGE-RE 7R IMMOBILIEN Deposits
UNTERNEHMERGESELLS 9.5 and Note 4619921.CHAFT 8235500.00 7 guarante 2 58es
Arca Star Solutions Co. Ltd. Deposits
7361262.24 8.56 and Noteguarante 3 727483.11
es
Avalon Risk Management Insurance Deposits
Ag 5102908.80 5.93 and Note 1482250.guarante 4 64
es
Total 41053024.48 47.71 / / 13076989.75
Note 1: The amount aged within 1 year is RMB 584324.4 and the amount aged 3-4 years is RMB
7651175.6.
Note 2: The amount aged within 1 year is RMB 172862.24 and the amount aged 1-2 years is RMB
7188400.
Note 3: The amount aged 1-2 years is RMB 243110 and the amount aged 2-3 years is RMB
4859798.8.
Note 4: The amount aged within 1 year is RMB 4230391.13 and the amount aged 1-2 years is
RMB 643948.4.
(19). Presented in other receivables due to centralized management of funds
□Applicable √Non-applicable
194 / 309Ningbo Tuopu Group Co. Ltd. Annual Report 2025
Other notes:
□Applicable √Non-applicable
195 / 309Ningbo Tuopu Group Co. Ltd. Annual Report 2025
10. Inventories
(1). Category of inventories
√Applicable □Non-applicable
Unit: Yuan Currency: RMB
Balance at the End of the Period Balance at the Start of the Period
Inventory Inventory
depreciation depreciation
Item provision or provision orBook Balance contract Book Value Book Balance contract Book Value
performance cost performance cost
impairment impairment
provision provision
Raw 653277398.57 14488687.63 638788710.94 528153187.04 13290729.08 514862457.96
Materials
Turnover 18918958.69 18918958.69 26385075.05 26385075.05
Materials
Finished 1428252309.67 68678441.11 1359573868.56 1369856755.92 49852983.64 1320003772.28
Goods
Work in 1209015002.65 7154291.89 1201860710.76 986169511.05 6789984.73 979379526.32
Progress
Goods in 1580764741.15 83080135.65 1497684605.50 1238406560.04 78979232.66 1159427327.38
Transit (or
Consigned
Goods)
Total 4890228410.73 173401556.28 4716826854.45 4148971089.10 148912930.11 4000058158.99
(2). Data Resources Recognized as Inventory
□Applicable √Non-applicable
(3). Provision for Decline in Value of Inventories and Provision for Impairment of Contract Performance Costs
√Applicable □Non-applicable
196 / 309Ningbo Tuopu Group Co. Ltd. Annual Report 2025
Unit: Yuan Currency: RMB
Balance at the Increase in the Current Period Decrease in the Current PeriodItem Reversal or Balance at the EndStart of the Period Accrued Others Write-off Others of the Period
Raw Materials 13290729.08 6047676.35 1056942.06 5906659.86 14488687.63
Finished Goods 49852983.64 37956472.99 1890827.22 21021842.74 68678441.11
Work in Progress 6789984.73 3704780.54 51523.89 3391997.27 7154291.89
Goods in Transit (or Consigned 78979232.66 20737337.87 16636434.88 83080135.65
Goods)
Total 148912930.11 68446267.75 2999293.17 46956934.75 173401556.28
Reasons for reversal or write-off of provision for decline in value of inventories during the period
√ Applicable □ Not applicable
After the provision for decline in value of inventories has been made if the factors affecting the previous write-down of the value of inventories have disappeared
resulting in the net realizable value of inventories being higher than the book value the provision for decline in value of inventories will be reversed to the extent of
the amount of provision for decline in value of inventories originally made and the reversal will be recognized in the gain or loss of the current period
Provision for decline in value of inventories by portfolio
√Applicable □Not applicable
Unit: Yuan Currency: RMB
End of the period Beginning of the period
Name of the Accrual
portfolio Book balance Falling price proportion of
Accrual proportion
reserves falling price Book balance Falling price reserves of falling price
reserves (%) reserves (%)
Within 1 year 4631097097.67 46075083.88 0.99 3970584341.43 37482309.99 0.94
Over 1 year 259131313.06 127326472.40 49.14 178386747.67 111430620.12 62.47
Total 4890228410.73 173401556.28 4148971089.10 148912930.11
Provisioning criteria for provision for decline in value of inventories by portfolio
√Applicable □Not applicable
For inventories with an age of more than one year and corresponding to the relevant models that have ceased production the net realizable value is zero; for other
inventories the net realizable value is the estimated selling price less estimated selling expenses and related taxes.
197 / 309Ningbo Tuopu Group Co. Ltd. Annual Report 2025
(4). Notes to the balance at the end of the inventory period with the capitalized amount of
borrowing costs
□Applicable √Non-applicable
(5). Notes to the amortized amount in the current period of contract performance cost
□Applicable √Non-applicable
Other Notes:
□Applicable √Non-applicable
11. Held-for-sale assets
□Applicable √Non-applicable
12. Non-current assets due within one year
□Applicable √Non-applicable
Debt investments maturing within one year
□Applicable √Non-applicable
Other debt investments due within one year
□Applicable √Non-applicable
13. Other current assets
√Applicable □Non-applicable
Unit: Yuan Currency: RMB
Item Balance at the End of the Balance at the Beginning ofPeriod the Period
Contract acquisition cost
Return cost receivable
VAT input tax to be deducted 275403188.90 274192305.55
Advance payment of corporate 12062168.03 9730304.44
income tax
Advance payment of other taxes 102296.82 2249.26
Total 287567653.75 283924859.25
14. Debt investments
(1). Particulars of debt investments
□Applicable √Not applicable
Changes in provision for impairment of debt investments during the period
□Applicable √Not applicable
(2). Significant debt investments at the end of the period
□Applicable √Not applicable
(3). Provision for impairment
□Applicable √Not applicable
198 / 309Ningbo Tuopu Group Co. Ltd. Annual Report 2025
Note to significant changes in the carrying amount of debt investments for which changes in provision
for losses occurred during the period:
□Applicable √Not applicable
Amount of provision for impairment for the current period and the basis adopted for assessing whether
there is a significant increase in the credit risk of financial instruments:
□Applicable √Not applicable
(4). Actual write-off of debt investments during the period
□Applicable √Not applicable
Particulars on write-off of significant debt investments
□Applicable √Not applicable
Note to write-off of debt investments:
□Applicable √Not applicable
Other notes:
□Applicable √Not applicable
15. Other debt investments
(1). Other debt investments
□Applicable √Not applicable
Changes in provision for impairment of other debt investments during the period
□Applicable √Not applicable
(2). Significant other debt investments at the end of the period
□Applicable √Not applicable
(3). Provision for impairment
□Applicable √Not applicable
Note to significant changes in the carrying amount of other debt investments for which changes in
provision for losses occurred during the period:
□Applicable √Not applicable
Amount of provision for impairment for the current period and the basis adopted for assessing whether
there is a significant increase in the credit risk of the financial instruments:
□Applicable √Not applicable
(4). Other debt investments actually written off during the period
□Applicable √Not applicable
Write-off of significant other debt investments during the period
□Applicable √Not applicable
Note to write-off of other debt investments:
□Applicable √Not applicable
Other notes:
□Applicable √Not applicable
199 / 309Ningbo Tuopu Group Co. Ltd. Annual Report 2025
16. Long-term receivables
(1). Long-term receivables
□Applicable √Not applicable
(2). Disclosure by bad debt accrual
□Applicable √Not applicable
Provision for bad debts is made on a single item basis:
□Applicable √Not applicable
Note to bad debt provisioning on a single item basis:
□Applicable √Not applicable
Provision for bad debts by portfolio:
□Applicable √Not applicable
(3). Provision for bad debts based on general model of expected credit losses
□Applicable √Not applicable
Note to significant changes in the carrying amount of long-term receivables for which changes in the
allowance for losses occurred during the period:
□Applicable √Not applicable
Amount of provision for bad debts for the current period and the basis adopted for assessing whether
there is a significant increase in the credit risk of financial instruments
□Applicable √Not applicable
(4). Provision for bad debts
□Applicable √Not applicable
Of which the amount of bad debt provision recovery or reversal for the current period is significant:
□Applicable √Not applicable
(5). Long-term receivables actually written off during the period
□Applicable √Not applicable
Of which significant long-term receivables written off
□Applicable √Not applicable
Note to long-term receivables written off:
□Applicable √Not applicable
Other notes
□Applicable √Not applicable
200 / 309Ningbo Tuopu Group Co. Ltd. Annual Report 2025
17. Long-term equity investments
(1).Particulars on long-term equity investments
√Applicable □Not applicable
Unit: Yuan Currency: RMB
Decrease/Increase in the current period
Balan
ce of
impair
Invested Balance at the Investment profit
Adjustm Cash Provisio Balance at the ment
Entity Beginning of
Invest Inves ent on Other
the Period ment tment
and loss dividends or n for End of the provis
Increas Decre recognized under
other changes in
compreh equity profit declared impairm Others Period ion at
ed ased the equity method ensive to distribute ent the
income accrued end ofthe
period
I. Joint ventures
Tuopu
Electrical
Appliances 96732684.19 43521745.33 35000000.00 105254429.52
Co. Ltd.Subtotal 96732684.19 43521745.33 35000000.00 105254429.52
II. Affiliates
Subtotal
Total 96732684.19 43521745.33 35000000.00 105254429.52
201 / 309Ningbo Tuopu Group Co. Ltd. Annual Report 2025
(2).Particulars on impairment test of long-term equity investments
□Applicable √Non-applicable
Other notes:
As of December 31 2025 there was no indication of impairment for the Company's foreign
investment in joint ventures and therefore no impairment test was performed.
18. Other equity instrument investments
(1). Particulars of other equity instrument investments
□Applicable √Non-applicable
(2). Note to the existence of derecognition during the period
□Applicable √Non-applicable
Other notes
□Applicable √Non-applicable
19. Other non-current financial assets
Unit: Yuan Currency: RMB
Item Ending Balance Beginning Balance
Financial assets measured at fair value through profit or
loss 50000000.00
Including: Leju Intelligent (Shenzhen) Co. Ltd. 50000000.00
Total 50000000.00
Other notes
□Applicable √Non-applicable
20. Investment property
Measurement options of investment property
(1). Investment properties measured by cost method
Unit: Yuan Currency: RMB
Buildings Projects
Item and Land use rights under Total
constructions Construction
I . Original book value
1. Balance at the
beginning of the period 44143733.52 6689012.00 50832745.52
2. Increased in the Current
Period
(1) Purchase
(2) Transfer-in of
Inventory\Fixed
assets\Construction in progress
(3) Increase from business
combination
3. Decreased in the
Current Period
(1) Disposal
(2) Other Transfer-out
202 / 309Ningbo Tuopu Group Co. Ltd. Annual Report 2025
4. Balance at the end of
the period 44143733.52 6689012.00 50832745.52
II. Accumulated Depreciation and Amortization
1. Balance at the
beginning of the period 26877289.99 3123368.28 30000658.27
2. Increased in the
Current Period 1986468.00 160536.29 2147004.29
(1) Accrual or
Amortization 1986468.00 160536.29 2147004.29
3. Decreased in the
Current Period
(1) Disposal
(2) Other transfer-out
4. Balance at the end of
the period 28863757.99 3283904.57 32147662.56
III. Provision for Impairment
1. Balance at the
beginning of the period
2. Increased in the
Current Period
(1) Accrual
3. Decreased in the
Current Period
(1) Disposal
(2) Other Transfer-out
4. Balance at the end of
the period
IV. Book value
1. Book value at the end
of the period 15279975.53 3405107.43 18685082.96
2. Book value at the
beginning of the period 17266443.53 3565643.72 20832087.25
(2). Particulars of investment property without the property right certificate granted
□Applicable √Non-applicable
(3). Impairment test of investment properties using the cost measurement model
□Applicable √Non-applicable
Other notes:
□Applicable √Non-applicable
21. Fixed assets
Presentation of items
√Applicable □Non-applicable
Unit: Yuan Currency: RMB
Item Balance at the end of the period Balance at the beginning of theperiod
Fixed assets 15049312559.96 13684596301.61
Disposal of fixed assets 94982.42
Total 15049407542.38 13684596301.61
203 / 309Ningbo Tuopu Group Co. Ltd. Annual Report 2025
Other notes:
□Applicable √Non-applicable
204 / 309Ningbo Tuopu Group Co. Ltd. Annual Report 2025
Fixed assets
(1).Particulars on fixed assets
√Applicable □Non-applicable
Unit： Yuan Currency： RMB
Item Houses and Means of Machinery
Office Buildings for photovoltaic
buildings transportation and equipment equipment and commercial engineering Totalothers use projects
I . Original book value:
1.Balance at
the beginning of 5021354509.18 13496587029.47 48878890.37 323714190.56 68200328.83 381882382.37 19340617330.78
the period
2. Increased
in the Current 995778091.88 2236043465.34 10325166.44 74142285.49 408807.34 3316697816.49
Period
（1）
Purchase 25337350.17 328107869.66 5037684.11 62739216.91 421222120.85
（2）
Transfer-in of
project under 929859294.65 1715306146.75 1258902.65 7115954.49 408807.34 2653949105.88
construction
（3）
Increase from
business 40581447.06 192629448.93 4028579.68 4287114.09 241526589.76
combination
3.Decreased
amount in the 17207223.88 224882694.40 3732778.09 13529166.86 259351863.23
Current Period
（1）
Disposal or 17207223.88 224882694.40 3732778.09 13529166.86 259351863.23
scrapping
4. Balance at
the end of the 5999925377.18 15507747800.41 55471278.72 384327309.19 68200328.83 382291189.71 22397963284.04
205 / 309Ningbo Tuopu Group Co. Ltd. Annual Report 2025
period
II. Accumulated Depreciation
1. Balance at the
beginning of the 968092892.89 4447759038.07 29368907.20 182797375.54 8692832.97 19309982.50 5656021029.17
period
2. Increased in the
Current Period 262938523.55 1542981010.57 9368255.31 37287658.35 1683034.26 17547389.47 1871805871.51
(1) Accrual 251516201.48 1489116465.62 6933397.44 34705453.66 1683034.26 17547389.47 1801501941.93
(2)Business
Combination 11422322.07 53864544.95 2434857.87 2582204.69 70303929.58
Increase
3.Decreased
amount in the 6080015.13 164162073.67 2872860.83 6061226.97 179176176.60
Current Period
（1）
Disposal or 6080015.13 164162073.67 2872860.83 6061226.97 179176176.60
scrapping
4.Balance at
the end of the 1224951401.31 5826577974.97 35864301.68 214023806.92 10375867.23 36857371.97 7348650724.08
period
III. Provision for Impairment
1. Balance at
the beginning of
the period
2. Increased in
the Current Period 2567798.11 1123174.02 3690972.13
(1)
Accrual
3. Decreased in
the Current Period 2567798.11 1123174.02 3690972.13
（1）
Disposal or 2567798.11 1123174.02 3690972.13
scrapping
4. Balance at
the end of the
206 / 309Ningbo Tuopu Group Co. Ltd. Annual Report 2025
period
IV. Book value
1.Book
value at the end of 4774973975.87 9681169825.44 19606977.04 170303502.27 57824461.60 345433817.74 15049312559.96
the period
2. Book
value at the
beginning of the 4053261616.29 9048827991.40 19509983.17 140916815.02 59507495.86 362572399.87 13684596301.61
period
207 / 309Ningbo Tuopu Group Co. Ltd. Annual Report 2025
(2).Particulars of temporarily idle fixed assets
□Applicable √Non-applicable
(3).Particulars of fixed assets rented under financial leasing
□Applicable √Non-applicable
(4).Particulars of fixed assets without property right certificate granted
√Applicable □Non-applicable
Unit：Yuan Currency：RMB
Item Book Value Reason for non-granted propertyright certificate
Houses and buildings 491054887.31 Pending
(5).Impairment test of fixed assets
□Applicable √Non-applicable
Other notes:
□Applicable √Non-applicable
Recoverable amount determined as fair value less costs of disposal
□Applicable √Non-applicable
Recoverable amount determined as present value of estimated future cash flows
□Applicable √Non-applicable
Reasons for material inconsistencies between current and prior-year impairment test assumptions
or external data
□Applicable √Non-applicable
Reasons for material discrepancies between prior-year impairment test assumptions and current
actual conditions
□Applicable √Non-applicable
Other notes:
□Applicable √Non-applicable
Disposal of fixed assets
√Applicable □Non-applicable
Item Ending Balance Beginning Balance
Transportation 94982.42
Equipment
Total 94982.42
22. Project under construction
Presentation of items
√Applicable □Non-applicable
208 / 309Ningbo Tuopu Group Co. Ltd. Annual Report 2025
Unit: Yuan Currency: RMB
Item Balance at the End of the Balance at the Beginning ofPeriod the Period
Project under construction 1879671312.18 2284619095.64
Construction supplies and materials
Total 1879671312.18 2284619095.64
Other notes:
□Applicable √Non-applicable
209 / 309Ningbo Tuopu Group Co. Ltd. Annual Report 2025
Project under construction
(1).Particulars on project under construction
√Applicable □Non-applicable
Unit: Yuan Currency: RMB
Balance at the end of the period Balance at the beginning of the period
Item Book Balance Provision for Book value Book Balance Provision fordecline in value decline in value Book value
Equipment and software
installation project 646813821.24 646813821.24 1204150356.00 1204150356.00
Tools under fabrication 191692004.36 191692004.36 134761787.74 134761787.74
Huzhou Tuopu project 18224356.17 18224356.17
Skateboard Chassis Project 2923066.82 2923066.82 257106919.85 257106919.85
Parent company project 5290348.64 5290348.64 503244.16 503244.16
Tuopu Poland Project 48643943.36 48643943.36 39829470.28 39829470.28
Tuopu America project 27048491.74 27048491.74 16776791.11 16776791.11
Tuopu Mexico Project 711787062.57 711787062.57 270811498.02 270811498.02
Xi’an Tuopu project 24788874.02 24788874.02
Ushone Technoogy Project 184010037.90 184010037.90
Chongqing Chassis Project 133655760.39 133655760.39
Top Photovoltaic (Hangzhou
Bay) Project 378899.09 378899.09
Tuopu Thailand 243412258.43 243412258.43
Fuzhou Tuopu 1681415.93 1681415.93
Total 1879671312.18 1879671312.18 2284619095.64 2284619095.64
(2).Changes in significant construction in progress during the current period
√Applicable □Non-applicable
Unit: Yuan Currency: RMB
210 / 309Ningbo Tuopu Group Co. Ltd. Annual Report 2025
Accu
Project mulat Including:
Other accumulative ed capitalize CapitalizatioBalance at the Increased in the Transfer amounts capita d interest n rate of the
Capital
Item Budget Start of the current period of fixed assets in
amounts Balance at the End investment as Project
decreased in of the Period a percentage progress lized amount in interest inPeriod this period current period of the budget intere the the current Source
(%) st current period (%)amou period
nt
Equipment
and software
installation 1278415839.44 1070903256.25 1537419402.09 165085872.36 646813821.24
Under Self-financed
Construction raised
project
Skateboard
Chassis 1250000000.0
Self-financed
0257106919.85166452326.38420636179.412923066.8277.07
Substantiall raised
Project y Completed
Ushone Self-financed
Technology 300000000.00 184010037.90 149333775.66 333343813.56 111.12 Completed raised
Project
Tuopu
Poland 250000000.00 39829470.28 48892399.53 40077926.45 48643943.36 107.12 Under
Project Construction
Self-financed
Chongqing Completed
Chassis 220000000.00 5307789.16 7098239.85 7098239.85 5307789.16 85.79 Self-financed
Project raised
Xi’an Tuopu
project 130000000.00 78871361.81 35671637.27 114542999.08 88.11
Completed Self-financed
Huzhou Completed Self-financed
Tuopu 150000000.00 18224356.17 10117451.48 28341807.65 69.11 raised
project
Tuopu Under Self-financed
Mexico 900000000.00 270811498.02 534545454.91 93569890.36 711787062.57 90.56 Construction raised
Project
Tuopu Under Self-financed
Thailand 650000000.00 243412258.43 243412258.43 37.45 Construction raised
Project
Total 2132577272.63 2266426799.76 2575030258.45 170393661.52 1653580152.42
211 / 309Ningbo Tuopu Group Co. Ltd. Annual Report 2025
(3). Provision for impairment of construction in progress in the current period
□Applicable √Non-applicable
(4). Impairment test of project under construction
□Applicable √Non-applicable
Other notes:
□Applicable √Non-applicable
Construction materials and supplies
（5）. Particulars on construction materials and supplies
□Applicable √Non-applicable
23. Productive biological assets
(1). Productive biological assets measured at cost
□Applicable √Non-applicable
(2). Impairment test of productive biological assets using the cost measurement
□Applicable √Non-applicable
(3). Productive biological assets measured at fair value
□Applicable √Non-applicable
Other notes
□Applicable √Non-applicable
24. Oil and gas assets
(1) Particulars on oil and gas assets
□Applicable √Non-applicable
(2) Impairment test of oil and gas assets
□Applicable √Non-applicable
25. Right-of-use assets
(1) Particulars on right-of-use assets
□Applicable √Non-applicable
Unit: Yuan Currency: RMB
Item Houses and buildings Total
I . Original book value
(1). Prior Year-End 643257845.95 643257845.95
Balance
(2). Increased in the Current 138240067.27 138240067.27
Period
--New leases 70622129.76 70622129.76
--Increase due to 61157103.64 61157103.64
business combination
--Other 6460833.87 6460833.87
212 / 309Ningbo Tuopu Group Co. Ltd. Annual Report 2025
(3) Decreased in the Current 29178443.77 29178443.77
Period
--Disposal 17405400.89 17405400.89
--Other 11773042.88 11773042.88
(4). Balance at the end of 752319469.45 752319469.45
the period
II. Accumulated amortization
(1). Prior Year-End Balance 108997985.67 108997985.67
(2). Increased in the Current 145432502.69 145432502.69
Period
--Accrual 119110773.13 119110773.13
--Increase due to 23672507.57 23672507.57
business combination
--Other 2649221.99 2649221.99
(3).Decreased in the Current 13142748.80 13142748.80
Period
--Disposal 10150741.47 10150741.47
--Other 2992007.33 2992007.33
4. Balance at the end of the 241287739.56 241287739.56
period
III. Provision for Impairment
1. Balance at the beginning of
the period
2. Increased in the Current
Period
(1) Accrual
3. Decreased amount in the
Current Period
(1)Disposal
4. Balance at the end of the
period
IV. Book value
1.Book value at the end of the 511031729.89 511031729.89
period
2.Book value at the beginning 534259860.28 534259860.28
of the period
(2) Impairment test of right-of-use assets
□Applicable √Non-applicable
(3) Impairment test of right-of-use assets
□Applicable √Non-applicable
213 / 309Ningbo Tuopu Group Co. Ltd. Annual Report 2025
26. Intangible assets
(1). Particulars on intangible assets
√Applicable □Non-applicable
Unit: Yuan Currency: RMB
Item Land use rights Patent Rights Software Emission rights Total
I . Original book value
1. Opening Balance 1420849207.42 186518181.77 1677671.89 1609045061.08
2. Increased in the Current
Period 202757754.69 26000000.00 34384130.01 168403.00 263310287.70
(1) Purchase 185934690.57 33633874.84 168403.00 219736968.41
(2) In-house research and
development
(3) Increase due to business
combination 16823064.12 26000000.00 750255.17 43573319.29
3.Decreased amount in the
Current Period 18989.85 3273.08 22262.93
(1) Disposal 18989.85 3273.08 22262.93
4. Balance at the end of the
period 1623587972.26 26000000.00 220899038.70 1846074.89 1872333085.85
II. Accumulated amortization
1. Balance at the beginning of
the period 157968259.37 79999746.25 1558274.55 239526280.17
2. Increased in the Current
Period 34657897.93 6071428.58 22459250.38 31567.90 63220144.79
(1) Accrual 28657671.73 3038095.25 22023734.86 31567.90 53751069.74
(2) Increase due to business
combination 6000226.20 3033333.33 424577.08 9458136.61
(3) Other 10938.44 10938.44
3. Decreased amount in the 1395.74 1395.74
214 / 309Ningbo Tuopu Group Co. Ltd. Annual Report 2025
Current Period
(1) Disposal
(2) Other 1395.74 1395.74
4. Balance at the end of the
period 192624761.56 6071428.58 102458996.63 1589842.45 302745029.22
III. Provision for Impairment
1. Balance at the beginning of
the period
2. Increased in the Current
Period
(1) Accrual
3. Decreased in the Current
Period
(1) Disposal
4. Balance at the end of the
period
IV. Book value
1.Book value at the end of the
period 1430963210.70 19928571.42 118440042.07 256232.44 1569588056.63
2.Book value at the beginning
of the period 1262880948.05 106518435.52 119397.34 1369518780.91
The proportion of intangible assets formed through in-house research and development to the balance of intangible assets at the end of the period was 0
215 / 309Ningbo Tuopu Group Co. Ltd. Annual Report 2025
(1) Data resources confirmed as intangible assets
□Applicable √Non-applicable
(2) Land use rights without property ownership certificates
□Applicable √Non-applicable
(3) Impairment Testing of Intangible Assets
□Applicable √Non-applicable
Other notes:
□Applicable √Non-applicable
27. Goodwill
(1). Original value of goodwill
√Applicable □Non-applicable
Unit: Yuan Currency: RMB
Increased in the current Decreased in the
Name of invested Balance at the period current period
entity or matter beginning of Generated from Balance at the
forming goodwill the period business Other Dispos Other end of the period
combination al
Zhejiang Towin
Suining Tuopu 279645980.89 279645980.89
Tuopu North
America Limited 1080371.29 1080371.29
Ningbo Qianhui 6058537.77 6058537.77
Chongqing Tuopu 565010.88 565010.88
Wuhu Tuopu 170074577.35 170074577.35
Total 287349900.83 170074577.35 457424478.18
(2). Provision of impairment in goodwill
√Applicable □Non-applicable
Unit: Yuan Currency: RMB
Name of Increased in the current Decreased in the
invested
entity or Balance at the
period current period
beginning of the Balance at the endmatter period Accrual Other Disposal Other of the periodforming
goodwill
Zhejiang
Towin
Suining 78108305.34 31702226.50 109810531.84
Tuopu
Tuopu
North
America 1080371.29 1080371.29
Limited
Ningbo
Qianhui 6058537.77 6058537.77
Total 85247214.40 31702226.50 116949440.90
216 / 309Ningbo Tuopu Group Co. Ltd. Annual Report 2025
(3). Information about the asset group or combination of asset groups where the goodwill is a part
√Applicable □Non-applicable
Composition and basis of the Operating segment and Whether consistentName asset group or portfolio to basis with previouswhich it belongs years
Long-term operating assets
of Zhejiang Towin and
Suining Tuopu as well as The operating segmentsAsset portfolio of
Zhejiang Towin the goodwill allocated to this
are Zhejiang Towin and
Suining Tuopu Chassis asset group based upon the
Suining Tuopu based Yes
smallest combination of upon the internal
assets capable of generating organizational structure
independent cash flows.Long-term operating assets
of Tuopu North America
Limited as well as the The operating segmentsAsset portfolio of goodwill allocated to this are Tuopu NorthTuopu North America asset group based upon the America Limited based YesLimited smallest combination of upon the internal
assets capable of generating organizational structure
independent cash flows.Long-term operating assets
of Ningbo Qianhui as well The operating segments
Asset portfolio of as the goodwill allocated to
Ningbo Qianhui this asset group based upon
are Ningbo Qianhui Yes
the smallest combination of based upon the internal
assets capable of generating organizational structure
independent cash flows.Long-term operating assets
of Chongqing Tuopu The operating segments
(including its wholly-owned are Chongqing Tuopu
subsidiary Chongqing (including its
Asset portfolio of Tuopu) as well as the wholly-owned
Chongqing Tuopu goodwill allocated to this subsidiary Hangzhou Yes
asset group based upon the Tuopu) based upon the
smallest combination of internal organizational
assets capable of generating structure
independent cash flows.Long-term operating assets
of Wuhu Tuopu (including The operating segments
its wholly-owned subsidiary are Wuhu Tuopu
Asset portfolio of Wuhu Tuopu) as well as the
(including its
Wuhu Tuopu goodwill allocated to this
wholly-owned Yes
asset group based upon the subsidiary Wuhu
smallest combination of Tuopu) based upon the
assets capable of generating internal organizational
independent cash flows. structure
Change in asset group or combination of asset groups
□Applicable √Not applicable
Other notes
□Applicable √Not applicable
217 / 309Ningbo Tuopu Group Co. Ltd. Annual Report 2025
(4). Specific determination of recoverable amount
Determination of recoverable amount as the net fair value less disposal costs
□Applicable √Not applicable
Determination of present value of recoverable amount as estimated future cash flows
√Applicable □Not applicable
Unit: Yuan Currency: RMB
Key parameters
Length Key parameters Basis for in the Determination
Recoverable Impairment of years in the forecast determining the
stabilization basis for key
Item Book value amount amount in the period (growth parameters in
period (growth
rates profit parameters inforecast rates profit the forecast margins the stabilizationperiod margins etc.) period discount rates period
etc.)
Key parameters Key parameters
are determined are determined
based on the based on the
CAGR of 4.07% macroeconomic Operating macroeconomic
in operating situation income growth situation
income from industry rate of 0% gross industryAsset portfolio of 2026 to 2030 development margin of developmentZhejiang Towin trends 17.31% and trends
Suining Tuopu 542702226.50 511000000.00 31702226.50 5 average gross historical pre-tax discount historical
chassis business margin of16.51% and annual rate of 12.53% annual
pre-tax discount operating for the operating
rate of 12.53% conditions and stabilization conditions andfuture period future
development development
plans of the plans of the
enterprise enterprise
Asset portfolio of 72065399.04 154187662.04 5 CAGR of 4.20% Key parameters Operating Key parameters
218 / 309Ningbo Tuopu Group Co. Ltd. Annual Report 2025
Chongqing in operating are determined income growth are determined
Tuopu income from based on the rate of 0% gross based on the
2025 to 2029 macroeconomic margin of 6.28% macroeconomic
average gross situation and pre-tax situation
margin of 6.28% industry discount rate of industry
and pre-tax development 12.53% for the development
discount rate of trends stabilization trends
12.53% historical period historical
annual annual
operating operating
conditions and conditions and
future future
development development
plans of the plans of the
enterprise enterprise
Key parameters Key parameters
are determined are determined
based on the based on the
CAGR of 4.44% macroeconomic Operating macroeconomic
in operating situation income growth situation
income from industry rate of 0% gross industry
Asset portfolio of 2026 to 2030
development margin of development
Wuhu Tuopu 411685049.83 486000000.00 5 average gross
trends 13.51% and trends
margin of historical pre-tax discount historical
12.96% and annual rate of 10.83% annual
pre-tax discount operating for the operating
rate of 10.83% conditions and stabilization conditions andfuture period future
development development
plans of the plans of the
enterprise enterprise
Total 1026452675.37 1151187662.04 31702226.50 / / / / /
219 / 309Ningbo Tuopu Group Co. Ltd. Annual Report 2025
Reasons for differences between the foregoing information and information used in impairment tests in previous years or external information that is clearly
inconsistent with the information
□Applicable √Not applicable
Reasons for differences between the information used in the Company's impairment tests in previous years and the actual situation in the current year that are
obviously inconsistent
□Applicable √Not applicable
(5). Performance commitments and corresponding goodwill impairment
Performance commitments existed at the time of the formation of goodwill and the reporting period or the previous period of the reporting period was within the
performance commitment period.□Applicable √Not applicable
Other notes
□Applicable √Not applicable
28. Long-term prepaid expenses
√Applicable □Non-applicable
Unit: Yuan Currency: RMB
Item Balance at the Increased in the Prepaid Expenses in Other Amountsbeginning of the period current period This Period Decreased Balance at the End of the Period
Renovation cost etc. 56013603.32 85654606.23 27908067.58 3273918.35 110486223.62
Other 153581873.25 200302142.80 94610815.66 12782178.18 246491022.21
Total 209595476.57 285956749.03 122518883.24 16056096.53 356977245.83
29. Deferred income tax assets/deferred income tax liabilities
(1). Deferred income tax assets that are not written off
√Applicable □Non-applicable
Unit: Yuan Currency: RMB
Balance at the end of the period Balance at the beginning of the period
Item Deductable
temporary difference Deferred tax assets
Deductable temporary
difference Deferred tax assets
220 / 309Ningbo Tuopu Group Co. Ltd. Annual Report 2025
Provision for
impairment of assets 763609120.54 172706540.39 687415939.24 156064901.25
Unrealized profits
from internal transactions 219610290.12 47885299.44 176190876.23 48262422.77
Deferred income 422912904.23 68566701.03 408021000.71 66018367.53
Lease liabilities 557541696.78 151286047.15 568321864.64 160857969.30
Temporary differences
in convertible bonds 6680186.90 1002028.04
Total 1963674011.67 440444588.01 1846629867.72 432205688.89
(2). Deferred income tax liabilities that are not written off
√Applicable □Non-applicable
Unit: Yuan Currency: RMB
Balance at the end of the period Balance at the beginning of the period
Item
Taxable temporary difference Deferred Income Tax Deferred Income TaxLiabilities Taxable temporary difference Liabilities
Assessed
appreciation of
assets from
business
combination of 85305756.04 15814365.83 33500278.28 8375069.57
the companies
not under the
same control
Accelerated
depreciation of 615282401.16 92292360.19 660810365.80 99121554.87
fixed assets
Right-of-use
assets 511031729.89 137926262.99 534259860.28 151245722.22
Total 1211619887.09 246032989.01 1228570504.36 258742346.66
(3). Deferred income tax assets or liabilities presented by net amount after offset
√Applicable □Non-applicable
221 / 309Ningbo Tuopu Group Co. Ltd. Annual Report 2025
Unit: Yuan Currency: RMB
Amount of deferred tax assets Ending balance of deferred tax Amount of deferred tax assets Beginning balance of deferred
Item and liabilities offset at end of assets or liabilities after and liabilities offset at tax assets or liabilities after
period offsetting beginning of period offsetting
Deferred income tax assets 179290964.89 262814719.78 193079127.35 239126561.54
Deferred income tax liabilities 179290964.89 66742024.12 193079127.35 65663219.31
(4). Particulars on unrecognized deferred income tax asset
□Applicable √Non-applicable
(5). Deductible losses of unrecognized deferred income tax assets will expire in the following years
□Applicable √Non-applicable
Other notes:
□Applicable √Non-applicable
30. Other non-current assets
√Applicable □Non-applicable
Unit: Yuan Currency: RMB
Balance at the end of the period Balance at the beginning of the period
Item Book balance Provision for Provision fordecline in value Book value Book balance decline in value Book value
Prepayment for
Engineering 347742200.68 347742200.68 219274564.68 219274564.68
Equipment
Total 347742200.68 347742200.68 219274564.68 219274564.68
222 / 309Ningbo Tuopu Group Co. Ltd. Annual Report 2025
31. Assets with restricted ownership or right to use
√Applicable □Non-applicable
Unit: Yuan Currency: RMB
End of period Beginning of period
Item Type of Condition ConditionBook balance Book value restriction of Book balance Book value
Type of of
restriction restriction restriction
Monetary
funds 518557923.67 518557923.67 Other
Security
deposit 45499260.99 45499260.99 Other
Security
deposit
Notes
Receivable 18160355.02 17252337.27 Pledge Pledge
Receivables
financing 1766949912.62 1766949912.62 Pledge Pledge 1315399958.40 1315399958.40 Pledge Pledge
Fixed asset 899044462.19 541152172.91 Mortgage Mortgage 913115117.42 586524641.09 Mortgage Mortgage
Investment
properties 202898354.01 153035201.63 Mortgage Mortgage 202898354.01 157092497.82
Mortgage Mortgage
Total 24529646.86 7157617.12 Mortgage Mortgage 24529646.86 7829710.33 Mortgage Mortgage
223 / 309Ningbo Tuopu Group Co. Ltd. Annual Report 2025
32. Short-term loans
(1). Category of short-term loans
√Applicable □Non-applicable
Unit: Yuan Currency: RMB
Item Balance at the end of the period Balance at the beginning of theperiod
Credit loan 2559057199.00 926000000.00
Pledge loan 100000000.00
Mortgage loan 270000000.00
Unmatured interest 1872047.63 4632816.92
Total 2930929246.63 930632816.92
(2). Short-term loans that have been late for repayment
□Applicable √Non-applicable
Significant short-term loans that have been late for repayment:
□Applicable √Non-applicable
Other notes
□Applicable √Non-applicable
33. Transactional financial liabilities
□Applicable √Non-applicable
Other notes:
□Applicable √Non-applicable
34. Derivative financial liabilities
□Applicable √Non-applicable
35. Notes payable
(1). Presentation of notes payable
√Applicable □Non-applicable
Unit: Yuan Currency: RMB
Category Balance at the end of the Balance at the beginning of theperiod period
Commercial acceptance notes 5706338315.74 3198453321.20
Bank acceptance notes 10000000.00
Total 5716338315.74 3198453321.20
36. Accounts payable
(1). Presentation of accounts payable
√Applicable □Non-applicable
Unit: Yuan Currency: RMB
Item Balance at the end of the period Balance at the beginning of the
period
Within 1 year (including 1 7330519000.40 6043390700.25
year)
224 / 309Ningbo Tuopu Group Co. Ltd. Annual Report 2025
1-2 years (including 2 years) 113050183.85 63042986.41
2-3 years (including 3 years) 12980449.55 17048363.15
Over 3 years 23347294.08 16763096.44
Total 7479896927.88 6140245146.25
(2). Important accounts payable aged over 1 year
□Applicable √Non-applicable
Other notes:
□Applicable √Non-applicable
37. Advance receipts
(1). Presentation of advance receipts
□Applicable √Non-applicable
(2). Important accounts payable aged over 1 year
□Applicable √Non-applicable
(3). Amounts and reasons for significant changes in book value during the reporting period
□Applicable √Non-applicable
Other notes:
□Applicable √Non-applicable
38. Contract liabilities
(1).Particulars on contract liabilities
√Applicable □Non-applicable
Unit: Yuan Currency: RMB
Item Balance at the end of the period Balance at the beginning of theperiod
Within 1 year 12062784.68 14991138.57
(including 1 year)
1-2 years 1028419.62 769022.75
(including 2 years)
2-3 years 249974.71 1002402.76
(including 3 years)
Over 3 years 7720279.95 7499873.73
Total 21061458.96 24262437.81
(2).Significant contractual liabilities aged over 1 year
□Applicable √Non-applicable
(3).Amount and reason for significant change in the book value during the reporting period
□Applicable √Non-applicable
Other notes:
□Applicable √Non-applicable
225 / 309Ningbo Tuopu Group Co. Ltd. Annual Report 2025
39. Payroll payable
(1).Presentation of payroll payable
√Applicable □Non-applicable
Unit: Yuan Currency: RMB
Balance at the
Item Beginning of the Increased in the Decreased in the Balance at the
Period current period current period End of the Period
I . Short-term
remuneration 389402103.62 3284445009.65 3208182117.00 465664996.27
II. Demission
benefits -
defined 1630250.75 224000090.59 222831656.56 2798684.78
contribution
scheme
III. Dismissal
benefits
IV. Other
benefits due
within 1 year
Total 391032354.37 3508445100.24 3431013773.56 468463681.05
(2).Presentation of short-term remuneration
√Applicable □Non-applicable
Unit: Yuan Currency: RMB
Balance at the
Item Beginning of the Increased in the Decreased in the Balance at the
Period current period current period End of the Period
1. Wages or
salaries
bonuses 385456613.57 2898912287.41 2824538483.72 459830417.26
allowances and
subsidies
2. Staff welfare 23917.10 136251606.01 135286156.27 989366.84
3. Social
insurance 659030.53 104978189.01 104722069.54 915150.00
contributions
Including:
medical
insurance 583266.75 93579466.75 93288338.58 874394.92
premium
Work
injury
insurance 63535.56 11334667.91 11368709.17 29494.30
premium
Birth
insurance 12228.22 64054.35 65021.79 11260.78
premium
4. Housing
funds 157032.40 123655103.43 122978026.48 834109.35
5. Labor union
and education 3105510.02 20647823.79 20657380.99 3095952.82
funds
6. Short-term
226 / 309Ningbo Tuopu Group Co. Ltd. Annual Report 2025
paid absences
7. Short-term
profit sharing
plan
Total 389402103.62 3284445009.65 3208182117.00 465664996.27
(3).Presentation of defined contribution plan
√Applicable □Non-applicable
Unit: Yuan Currency: RMB
Balance at the Balance at the
Item beginning of the Increased in the Decreased in the
period current period current period
end of the
period
1. Basic pension 1542087.72 215153648.74 214378533.02 2317203.44
insurance
premium
2.88163.038846441.858453123.54481481.34
Unemployment
insurance
premium
3. Corporate
annuity payment
Total 1630250.75 224000090.59 222831656.56 2798684.78
Other notes:
□Applicable √Non-applicable
40. Taxes payable
√Applicable □Non-applicable
Unit: Yuan Currency: RMB
Item Balance at the end of the period Balance at the beginning of theperiod
VAT 65119075.40 54603894.75
Enterprise 138238216.18 162296678.14
Income Tax
Individual 5264689.79 4853990.51
income tax
Urban 2980076.22 3162976.79
Maintenance and
Construction Tax
Education 1451905.31 1530310.87
surcharges
Local education 966985.62 1019692.82
surcharges
Property tax 47163335.43 43349988.87
Land use tax 22025599.83 20913930.81
Environmental 11767.26 11024.71
protection tax
Disabled security 25803773.72 23464018.13
fund
Special funds for 194485.82 126478.48
water conservancy
construction
Stamp duty 10240177.70 9892081.00
Other 18961.17 18312.31
227 / 309Ningbo Tuopu Group Co. Ltd. Annual Report 2025
Total 319479049.45 325243378.19
41. .Other payables
(1).Presentation of items
√Applicable □Non-applicable
Unit: Yuan Currency: RMB
Item Balance at the end of the Balance at the beginning of theperiod period
Interest Payable
Dividends Payable
Other payables 21000056.22 22158931.54
Total 21000056.22 22158931.54
Other Notes:
□Applicable √Non-applicable
(2).Interest payable
Presentation by category
□Applicable √Non-applicable
Significant information about overdue but unpaid interest:
□Applicable √Non-applicable
Other Notes:
□Applicable √Non-applicable
(3).Dividends payable
Presentation by category
□Applicable √Non-applicable
(4).Other payables
Other payables presented by nature of funds
√Applicable □Non-applicable
Unit: Yuan Currency: RMB
Item Balance at the end of the period Balance at the beginning of theperiod
Security deposits 10185321.96 13546312.54
Others 10814734.26 8612619.00
Total 21000056.22 22158931.54
Significant other payables aged over 1 year or overdue
□Applicable √Non-applicable
Other notes:
□Applicable √Non-applicable
42. Held-for-sale liabilities
□Applicable √Non-applicable
228 / 309Ningbo Tuopu Group Co. Ltd. Annual Report 2025
43. Non-current liabilities due within 1 year
√Applicable □Non-applicable
Unit: Yuan Currency: RMB
Item Balance at the end of the Balance at the beginning of theperiod period
Long-term loans due within 1 year 1486642458.09 1915643832.71
Bonds payable due within 1 year 7053301.72
Long-term payables due within 1 year
Lease liabilities due within 1 year 116345505.21 82267257.01
Total 1602987963.30 2004964391.44
44. Other current liabilities
Particulars on other current liabilities
√Applicable □Non-applicable
Unit: Yuan Currency: RMB
Item Balance at the end of the Balance at the beginning of theperiod period
Output VAT to be transferred 1424806.96 1540946.15
Notes receivable endorsed but 81233733.27
not yet derecognized
Total 1424806.96 1540946.15
Changes in short-term bonds payable:
□Applicable √Non-applicable
Other Notes:
□Applicable √Non-applicable
229 / 309Ningbo Tuopu Group Co. Ltd. Annual Report 2025
45. Long-term loans
(1). Category of long-term loans
√Applicable □Non-applicable
Unit: Yuan Currency: RMB
Item Balance at the end of the period Balance at the beginning of the period
Mortgage loans 1090000000.00 1498000000.00
Credit loans 620600874.08 1864670673.86
Outstanding interest 1158006.69 1844548.67
payable
Less: Long-term loans 1486642458.09 1915643832.71
due within one year
Total 225116422.68 1448871389.82
Other notes:
□Applicable √Non-applicable
46. Bonds payable
(1). Bonds payable
√Applicable □Non-applicable
Unit: Yuan Currency: RMB
Item Balance at the end of the period Balance at the beginning of theperiod
Convertible corporate bonds 2520527790.34
Less: Bonds payable due 7053301.72
within one year
Total 2513474488.62
230 / 309Ningbo Tuopu Group Co. Ltd. Annual Report 2025
(2). Changes in bonds payable: (other than preferred stocks perpetual bonds and other financial instruments classified as financial liabilities)
√Applicable □Non-applicable
Unit: Yuan Currency: RMB
Stated Interest Amortized at Current Defa
Bond name Face value interest Issue Bond Current Current ult(yuan) rate date duration Issue price Opening balance issues accrued at par premium/discoun converted Closing balance
% value t price
repayment shares or
（ ） not
Tuopu
Convertible 100.00 Note 2022/7/ 6 years 2500000000.00 2520527790.34 2362816.76 12529612.72 9747790.53 25256724
Bond 14 29.29
100.00 No
Less: Bonds
payable due 7053301.7
within one 7053301.72 2
year
Total 2500000000.00 2513474488.62 2362816.76 12529612.72 9747790.53 2518619127.57 /
Note: The coupon rates for the Company’s public offering of convertible corporate bonds are: 0.2% for the first year 0.4% for the second year 0.6% for the
third year 1.5% for the fourth year 1.8% for the fifth year and 2.0% for the sixth year. Within five trading days after the maturity date of the convertible bonds
issued in this offering the Company will redeem all outstanding convertible bonds that have not been converted at a price equal to 110% of their par value
(including the final year’s interest).Explanation of Bonds Payable: The matter concerning the Company’s public offering of convertible corporate bonds was deliberated and approved at the 14th
meeting of the 4th Board of Directors held on November 18 2021 and at the 2nd Extraordinary General Meeting of 2021 held on December 6 2021. On April 29
2022 the Company received the “Approval Document on the Public Offering of Convertible Corporate Bonds by Ningbo Tuopu Group Co. Ltd.” (Zheng Jian Xu
Ke [2022] No. 830) from the China Securities Regulatory Commission approving the Company’s public offering of convertible corporate bonds with an aggregate
par value of RMB 2.5 billion and a term of 6 years.
(3). Note to convertible corporate bond
√Applicable □Non-applicable
Item Condition for conversion of shares Date of conversion of shares
231 / 309Ningbo Tuopu Group Co. Ltd. Annual Report 2025
In accordance with the relevant provisions stated inthe “Prospectus for Public Offering of Convertible Up to March 13 2025 a cumulative total ofBonds of Ningbo Tuopu Group Co. Ltd” the "Tuopu 51813728 shares had been converted from the
Convertible Bonds" have been eligible for conversion “Tuopu Convertible Bonds.” Details are as follows:
into shares of the Company since January 20 2023. From January 20 2023 to December 31 2023
The initial conversion price of the Company was set 2280 units of the “Tuopu Convertible Bonds” were
Tuopu Convertible Bond at RMB 71.38 per share. However as per the converted into 3201 shares. From January 1 2024"Announcement of Ningbo Tuopu Group Co. Ltd. to December 31 2024 310 units of the “Tuopuon Adjustment of Conversion Price of Convertible Convertible Bonds” were converted into 602
Bonds due to Profit Distribution for the Year of shares. From January 1 2025 to March 13 2025
2022" issued on July 10 2023 the conversion price 24900320 units of the “Tuopu Convertible Bonds”
was revised to RMB 70.92 per share. The adjustment were converted into 51809925 shares.came into effect on July 17 2023.Accounting treatment and judgmental basis for transfer of equity
□Applicable √Not applicable
(4). Notes to other financial instruments classified as financial liabilities
General particulars of other financial instruments such as preferred stocks and perpetual bonds issued at the end of the period
□Applicable √Non-applicable
Changes in financial instruments such as preferred stocks and perpetual bonds issued at the end of the period
□Applicable √Non-applicable
Notes to the basis for classification of other financial instruments as financial liabilities:
□Applicable √Non-applicable
Other notes:
□Applicable √Non-applicable
232 / 309Ningbo Tuopu Group Co. Ltd. Annual Report 2025
47. Lease liabilities
√Applicable □Non-applicable
Unit: Yuan Currency: RMB
Item Balance at the end of the period Balance at the beginning of theperiod
Lease liabilities 558801362.80 568321864.64
Less: Lease liabilities due within 116345505.21 82267257.01
one year
Total 442455857.59 486054607.63
48. Long-term payables
Presentation of items
□Applicable √Non-applicable
Other Notes:
□Applicable √Non-applicable
Long-term payables
(1). Long-term payables presented by the nature of payments
□Applicable √Non-applicable
Special payables
(2). Special payables presented by the nature of payments
□Applicable √Non-applicable
49. Long-term payroll payable
□Applicable √Non-applicable
50. Estimated liabilities
□Applicable √Non-applicable
51. Deferred income
Deferred income
√Applicable □Non-applicable
Unit: Yuan Currency: RMB
Balance at the
Item beginning of the Increased in the Decreased in Balance at the
period period the period end of the period Reason
Government 408021000.71 63589634.93 48697731.41 422912904.23
grants
Total 408021000.71 63589634.93 48697731.41 422912904.23 /
Other notes:
□Applicable √Non-applicable
52. Other non-current liabilities
□Applicable √Non-applicable
233 / 309Ningbo Tuopu Group Co. Ltd. Annual Report 2025
53. Equity
□Applicable √Non-applicable
Unit: Yuan Currency: RMB
Increased or decreased amount in this period (+/-)
Balance at the Shares
beginning of the converted Balance at the end
period New Bonus from Others Subtotal of the period
issue issue capital
reserves
Total 1686025655.00 51809925.00 51809925.00 1737835580.00
shares
Other notes:
From January 1 2025 to December 31 2025 the Company’s “Tuopu Convertible Bonds” were
converted into 51809925 shares resulting in an increase in registered capital (share capital) of RMB
51809925.00.
234 / 309Ningbo Tuopu Group Co. Ltd. Annual Report 2025
54. Other equity instruments
(1). Basic information of other financial instruments such as preferred stocks and perpetual bonds issued at the end of the period
□Applicable √Non-applicable
(2). Changes in financial instruments such as preferred stocks and perpetual bonds issued at the end of the period
√Applicable □Non-applicable
Unit: Yuan Currency: RMB
As at the beginning of this period Increase in thisperiod Decrease in this period As at the end of this periodOutstanding
financial Quanti Book
instruments Quantity Book value Quantity Book value Quantity Book value
ty value
Equity value of
convertible 24997410 143199396.33 24997410 143199396.33
bonds
Total 24997410 143199396.33 24997410 143199396.33
Explanation of the Changes in Other Equity Instruments During the Period Reasons for the Changes and Basis for the Relevant Accounting Treatment:
□Applicable √Non-applicable
Other notes:
√Applicable □Non-applicable
During the current period a total of 24900320 units of the “Tuopu Convertible Bonds” were converted into 51809925 shares of the Company. The remaining
97090 units of the “Tuopu Convertible Bonds” were mandatorily redeemed resulting in a decrease of RMB 143199396.33 in the equity component of the
convertible bonds.
235 / 309Ningbo Tuopu Group Co. Ltd. Annual Report 2025
55. Capital reserve
√Applicable □Non-applicable
Unit: Yuan Currency: RMB
Balance at the
Item beginning of the Increased in the Decreased in Balance at the end
period period the period of the period
Capital premium 8255513845.10 2617014896.13 10872528741.23
(equity premium)
Other capital 10348.78 10348.78
reserves
Total 8255524193.88 2617014896.13 10872539090.01
Other Notes including Details of Changes During the Period and Reasons for the Changes:
From January 1 2025 to December 31 2025 the Company’s “Tuopu Convertible Bonds” were
converted into 51809925 shares resulting in an increase in the Company’s registered capital (share
capital) of RMB 51809925.00 and an increase in capital reserve of RMB 2617014896.13.
56. Treasury bonds
□Applicable √Non-applicable
236 / 309Ningbo Tuopu Group Co. Ltd. Annual Report 2025
57. Other comprehensive income
√Applicable □Non-applicable
Unit: Yuan Currency: RMB
Amount incurred in the current period
Less: Less:
recorded Recorded
into other into other
Balance Amountincurred comprehen
comprehen
sive Less: Attributaat the sive Attributabl ble to the Balance at
Item beginning before incomes in Incom
of the income tax
incomes in
previous previous e Tax
e to the minority the end of
period in the period and period and Expen
Company sharehold the period
current transferred se after tax ers after
period transferredto P/L in to retained
tax
current income in
period currentperiod
1. Other
comprehens
ive income
that cannot
be
reclassified
into profit
and loss
Including:
re-measure
ment of
changes in
defined
benefit
plans
Other
comprehens
ive income
that cannot
be
transferred
to profit and
loss under
the equity
method
Changes
in the fair
value of
other equity
instrument
investments
Changes
in fair value
of the
enterprise's
own credit
risk
2. Other
comprehens
ive income
that will be -9396639 14494436 14496280 -18439.6 5099641
reclassified 7.00 7.71 7.35 4 0.35
into profit
and loss
Including:
other
comprehens
ive income
237 / 309Ningbo Tuopu Group Co. Ltd. Annual Report 2025
that can be
transferred
to profit or
loss under
the equity
method
Changes
in the fair
value of
other debt
investments
Amount
of financial
assets
reclassified
and
included in
other
comprehens
ive income
Provision
for
impairment
of other
debt
investment
Cash flow
hedge
reserves
Translation
difference
of foreign -9396639 14494436 14496280 -18439.6 5099641
currency 7.00 7.71 7.35 4 0.35
financial
statements
Total -9396639 14494436 14496280 -18439.6 50996417.00 7.71 7.35 4 0.35
238 / 309Ningbo Tuopu Group Co. Ltd. Annual Report 2025
58. Special reserves
□Applicable √Non-applicable
59. Surplus reserves
√Applicable □Non-applicable
Unit: Yuan Currency: RMB
Balance at the
Item beginning of the Increased in the Decreased in the Balance at the end
period current period current period of the period
Statutory surplus 822049459.12 217719315.18 1039768774.30
reserve
Total 822049459.12 217719315.18 1039768774.30
Notes to the surplus reserve including the changes in the current period and the reason for such changes:
The statutory surplus reserve at RMB 217719315.18 shall be withdrawn at 10% of the parent
company's net profit in 2025.
60. Undistributed profit
√Applicable □Non-applicable
Unit: Yuan Currency: RMB
Item Current period Previous period
Undistributed Profit before
Adjustment at the End of Previous 8737431642.33 6498434550.76
Period
Adjust the total undistributed profits
at the start of the period (increase +
decrease -)
Undistributed Profit after Adjustment
at the Start of the Period 8737431642.33 6498434550.76
Add: net profit attributable to parent
company's owner in current period 2779071103.34 3000605982.24
Less: withdrawal of statutory surplus
reserve 217719315.18 115105464.14
Withdrawal of discretionary
surplus reserve
Withdrawal of general risk
reserve
Ordinary stock dividend
payable 901936666.03 646503426.53
Ordinary stock dividends
converted into equity
Undistributed profit at the end of the
period 10396846764.46 8737431642.33
Adjust the particulars of undistributed profit at the beginning of the period:
1. Due to the retrospective adjustments made in accordance with the “Accounting Standards forBusiness Enterprises" and its related new regulations the unappropriated profit at the beginning of the
period was affected by RMB 0.
2. The impact of changes in accounting policies on undistributed profit at the beginning of the period is
RMB 0.
3. The impact of the correction of major accounting errors on undistributed profit at the beginning of the
period is RMB 0.
239 / 309Ningbo Tuopu Group Co. Ltd. Annual Report 2025
4. The impact of change in the scope of business combination as a result of the same control on
undistributed profit at the beginning of the period is RMB 0.
5. The gross impact of other adjustments on the undistributed profit at the beginning of the period is
RMB 0.
61. Operating income and operating cost
(1). Particulars on operating income and operating cost
√Applicable □Non-applicable
Unit: Yuan Currency: RMB
Item Amount incurred in the current period Amount incurred in previous periodIncome Cost Income Cost
Main 27524056756.31 22558076816.32 25011816206.41 20153411036.89
operation
Other 2057401918.96 1276085840.78 1588512244.53 913335097.55
operations
Total 29581458675.27 23834162657.10 26600328450.94 21066746134.44
240 / 309Ningbo Tuopu Group Co. Ltd. Annual Report 2025
(2). Information about the breakdown of operating income and cost
√Applicable □Non-applicable
Unit: Yuan Currency: RMB
Category of Xxx-division Total
contracts Operating Operating Operating income Operating costincome cost
Product types
Vibration
Control System 4255569426.20 3390699176.26
Interior
functional parts 9672496003.46 8041071471.23
Chassis
System 8722483962.64 7073284339.45
Automotive
electronics 2768611473.18 2282443298.49
Thermal
Management 2091304714.40 1760826861.80
System
Robotic actuator 13591176.43 9751669.09
Total 27524056756.31 22558076816.32
By operation
areas
Domestic 21302704593.57 17594725807.07
sales
Overseas 6221352162.74 4963351009.25
sales
Total 27524056756.31 22558076816.32
By time of
transfer of
products
Confirmed
at a certain time 27524056756.31 22558076816.32
point
Confirmed
at a certain time
point
Total 27524056756.31 22558076816.32
Other notes
□Applicable √Non-applicable
(3). Note to performance obligations
□Applicable √Non-applicable
(4). Note to allocation to remaining performance
□Applicable √Non-applicable
(5). Note to significant contract changes or significant transaction price
□Applicable √Non-applicable
241 / 309Ningbo Tuopu Group Co. Ltd. Annual Report 2025
62. Taxes and surcharges
√Applicable □Non-applicable
Unit: Yuan Currency: RMB
Item Amount incurred in the current Amount incurred in previousperiod period
Consumption tax 38176574.29 40035128.88
Education Surcharges 18172285.07 18973787.01
Local education surcharges 12133257.30 12651697.67
Property tax 56735320.78 52938681.92
Land use tax 26586727.14 25442027.53
Vehicle and vessel use tax 26157.01 20188.71
Stamp duty 34847335.89 32662611.18
Environmental protection tax 84644.12 175531.58
Water conservancy fund 848006.48
Others 425095.50 396730.28
Total 188035403.58 183296384.76
63. Sales expense
√Applicable □Non-applicable
Unit: Yuan Currency: RMB
Item Amount incurred in the current Amount incurred in previousperiod period
Service expense 105449829.00 117665324.57
Payroll 85397338.58 70175382.50
Business hospitality expense 63557129.24 61650189.38
Travel expense 8058942.11 6962753.51
Packaging fee 1547026.66 1142043.94
Vehicle cost 2579825.55 2677853.02
Exhibition fee 1149176.06 1162366.34
Others 8918949.08 12603916.99
Total 276658216.28 274039830.25
64. Overhead expense
√Applicable □Non-applicable
Unit: Yuan Currency: RMB
Item Amount incurred in the Amount incurred incurrent period previous period
Payroll 409173374.57 343171624.61
Depreciation expense 87404597.91 70964113.51
Business hospitality expense 7845700.85 9609407.30
Vehicle cost 8023258.69 6989114.85
Travel expenses 23574133.99 16674123.46
Amortization of intangible assets 36043324.39 29982743.41
Office expenses 13731808.08 13294611.46
Insurance premiums 10526265.94 10460215.53
242 / 309Ningbo Tuopu Group Co. Ltd. Annual Report 2025
Intermediary fee 6096517.24 5013429.55
Utility bills 13314657.93 9512494.54
Service charge 56997531.97 26090865.71
Rent 2184010.68 3756065.90
Employment guarantee fund for persons 25290180.58 23789159.60
with disabilities
Others 68149620.42 51559968.95
Total 768354983.24 620867938.38
65. R&D expense
√Applicable □Non-applicable
Unit: Yuan Currency: RMB
Item Amount incurred in the Amount incurred incurrent period previous period
Material expense 503937049.91 394491614.87
Payroll 656299620.22 565836978.84
Depreciation and amortization 147826985.10 122752314.23
Transportation and storage fee 16020323.17 10500639.66
Energy consumption fee 58477312.60 50960887.77
Travel expense 31827801.92 20954808.76
Trial production expense 25530847.69 19531197.37
Others 56121101.70 39214101.96
Total 1496041042.31 1224242543.46
66. Financial expense
√Applicable □Non-applicable
Unit: Yuan Currency: RMB
Item Amount incurred in the Amount incurred incurrent period previous period
Interest expense 159850333.97 237972888.20
Of which: Interest expense on lease 23982450.01 18713411.80
liabilities
Less: Interest income 38072374.73 48350722.43
Gain and loss from exchange -20178084.23 -29540567.70
Handling charge 7458597.91 5602530.91
Total 109058472.92 165684128.98
67. Other income
√Applicable □Non-applicable
Unit: Yuan Currency: RMB
Item Amount incurred in the Amount incurred in previouscurrent period period
Government Subsidies 175836244.04 275800172.93
243 / 309Ningbo Tuopu Group Co. Ltd. Annual Report 2025
Handling fee for withholding 994370.00 922364.88
personal income tax
VAT input tax credit 118329632.13 116190188.94
Direct VAT credit for employment 11182050.57 14947500.04
of key persons
Total 306342296.74 407860226.79
68. Investment income
√Applicable □Non-applicable
Unit: Yuan Currency: RMB
Item Amount incurred in the Amount incurred incurrent period previous period
Long-term equity investment income
calculated by the equity method 43521745.33 45857248.62
Investment income from disposal of
long-term equity investments
Investment income of trading financial
assets during the holding period
Dividend income from other equity
instrument investments during the
holding period
Interest income from debt investment
during the holding period
Interest income from other debt
investments during the holding period
Investment income from disposal of
trading financial assets 66088.98
Investment income from the disposal
of other equity instrument investments
Investment income from disposal of
debt investment
Investment income from the disposal
of other debt investments
Income from debt restructuring
Investment income from financial 25061232.65 38441251.62
management products
Total 68582977.98 84364589.22
69. Net exposure hedging income
□Applicable √Non-applicable
70. Gains from changes in fair value
√Applicable □Non-applicable
Unit: Yuan Currency: RMB
Sources of income from changes in Amount incurred in the Amount incurred in previous
fair value current period period
Transactional financial assets 1018222.92
Including: income from changes in
fair value generated by derivative
financial instruments
244 / 309Ningbo Tuopu Group Co. Ltd. Annual Report 2025
Transactional financial liabilities
Investment real estate measured at
fair value
Total 1018222.92
71. Credit impairment loss
√Applicable □Non-applicable
Unit: Yuan Currency: RMB
Item Amount incurred in the Amount incurred in previouscurrent period period
Bad debt loss on notes receivable -7439507.93 -1710245.64
Bad debt loss on accounts receivable 32512930.02 78269996.90
Impairment loss on receivables -208778.83
financing
Bad debt loss on other receivables 3361268.58 3425950.46
Total 28434690.67 79776922.89
72. Asset impairment loss
√Applicable □Non-applicable
Unit: Yuan Currency: RMB
Item Amount incurred in the Amount incurred in previouscurrent period period
1. Loss of bad debts
2. Loss of inventory falling price and
loss of contract performance cost 68446267.75 58258608.19
impairment
3. Long-term equity investment
impairment losses
4. Impairment loss of investment real
estate
5. Impairment loss of fixed assets
6. Impairment loss of construction
materials
7. Impairment loss of construction in
progress
8. Impairment loss of productive
biological assets
9. Impairment losses of oil and gas
assets
10. Intangible assets impairment loss
11. Goodwill impairment loss 31702226.50 1080371.29
12. Others
Total 100148494.25 59338979.48
245 / 309Ningbo Tuopu Group Co. Ltd. Annual Report 2025
73. Income from disposal of assets
√Applicable □Non-applicable
Unit: Yuan Currency: RMB
Item Amount incurred in the current Amount incurred in previousperiod period
Income from disposal of assets 5139509.60 389596.49
Total 5139509.60 389596.49
74. Non-operating income
Particulars about non-operating income
√Applicable □Non-applicable
Unit: Yuan Currency: RMB
Item Amount incurred in the Amount incurred in
Amount included in the
current period previous period current non-recurringprofit and loss
Total gains from 75293.31 723345.87 75293.31
losses on scrapping
and destruction of
non-current assets
Including: fixed assets 75293.31 723345.87 75293.31
Compensation income 1035925.63 1751178.15 1035925.63
Proceeds from 21901496.20
acquisition of
subsidiaries
Other 7059727.62 2076388.94 7059727.62
Total 8170946.56 26452409.16 8170946.56
75. Non-operating expenses
√Applicable □Non-applicable
Unit: Yuan Currency: RMB
Item Amount incurred in the Amount incurred in
Amount included in the
current period previous period current non-recurringprofit and loss
Charitable donations 400000.00 340000.00 400000.00
Losses on scrapping
and destruction of 8407325.96 20973401.08 8407325.96
non-current assets
Special funds for
water conservancy 985962.01 1056468.79
construction
Other 7407936.13 2791321.15 7407936.13
Total 17201224.10 25161191.02 16215262.09
76. Income tax expense
(1). Schedule of income tax expense
√Applicable □Non-applicable
Unit: Yuan Currency: RMB
246 / 309Ningbo Tuopu Group Co. Ltd. Annual Report 2025
Item Amount incurred in the Amount incurred in previouscurrent period period
Income tax expense in the current 394600663.14 455634426.27
period
Deferred income tax expense -25667760.44 -38061590.70
Total 368932902.70 417572835.57
(2). Adjustment process of accounting profit and income tax expense
√Applicable □Non-applicable
Unit: Yuan Currency: RMB
Item Amount incurred in the current period
Total profits 3151599221.70
Income tax expense calculated at the
statutory/applicable tax rate 472739883.26
Impact of different tax rates applied to
subsidiaries 55482888.22
Adjusted impact of income tax in prior periods 15980253.92
Impact of non-taxable income -29412370.43
Impact of non-deductible costs expenses and
losses 12629946.67
Impact of using deductible losses of deferred
income tax assets that have not been recognized -2103710.81
in the previous period
Impact of deductible temporary differences or
deductible losses on unrecognized deferred 49258925.65
income tax assets in the current period
Changes in deferred tax assets/liabilities at the
beginning of the period due to tax rate
adjustments
Impact of income tax credit benefits -130500.00
Impact of additional tax deductions for enterprise
research and development -205541599.15
Impact of equipment one-time deduction 29185.37
Income tax expense 368932902.69
Other Notes:
□Applicable √Non-applicable
77. Other comprehensive income
√Applicable □Non-applicable
Details are available in “Note VII. 57. Other comprehensive income”
78. Cash flow statement items
(1). Other cash received related to operating activities
Other cash received related to operating activities
√Applicable □Non-applicable
Unit: Yuan Currency: RMB
Item Amount incurred in the Amount incurred in previouscurrent period period
Receipt of temporary loans 40582730.65 7759521.08
Interest income 38072374.73 48350722.43
Government grants 190728147.56 259598116.46
247 / 309Ningbo Tuopu Group Co. Ltd. Annual Report 2025
Income from compensation and 136321.10 275972.94
fines
Others 8754439.63 4341865.19
Total 278274013.67 320326198.10
Other cash paid related to operating activities
√Applicable □Non-applicable
Unit: Yuan Currency: RMB
Item Amount incurred in the Amount incurred in previouscurrent period period
Payment of temporary loans 80181187.79 43002132.94
Business hospitality expense 71700383.24 71446895.29
R&D spending 690782361.52 534917401.33
Travel expense 36727211.35 27580664.26
Insurance premium 10415371.27 10295711.60
Office expense 14317077.85 13862147.37
Vehicle expense 11654524.22 10348136.60
Service charge 162582490.61 143744107.38
Intermediary fee 6096517.24 5013429.55
Packaging fee 1547026.66 1142043.94
Utility bill 23000082.93 17939687.26
Rent 3295281.58 6489425.99
Employment guarantee fund for 22471053.75 23789159.60
persons with disabilities
Others 58888749.60 43225571.52
Total 1193659319.61 952796514.63
(2). Other cash received related to investment activities
Cash received related to important investing activities
□Applicable√Non-applicable
Cash paid related to important investment activities
√Applicable □Non-applicable
Unit: Yuan Currency: RMB
Item Amount incurred in the Amount incurred in previouscurrent period period
Cash paid for acquisition of property
plant and equipment intangible 3497176813.63 3145862082.45
assets and other long-term assets
Cash paid for investments 2150000000.00 4495000000.00
Total 5647176813.63 7640862082.45
Other cash paid related to investment activities
√Applicable □Non-applicable
Unit: Yuan Currency: RMB
Item Amount incurred in the current Amount incurred in previousperiod period
Performance bond recovered 25765813.00
Net cash acquired from acquisition of 6330113.23
subsidiaries
Total 32095926.23
248 / 309Ningbo Tuopu Group Co. Ltd. Annual Report 2025
Other cash paid relating to investing activities
√Applicable □Not applicable
Unit: Yuan Currency: RMB
Item Amount incurred in the current Amount incurred in previousperiod period
Performance bond paid 5000000.00
Total 5000000.00
(3). Cash relating to financing activities
Other cash received relating to financing activities
□Applicable √Not applicable
Other cash paid in relation to financing activities
√Applicable □Not applicable
Unit: Yuan Currency: RMB
Item Amount incurred in the current Amount incurred in previousperiod period
Cash paid for lease liabilities 137328141.12 70164761.58
Fractional share for conversion of 47004.49 467.68
convertible bonds
Total 137375145.61 70165229.26
249 / 309Ningbo Tuopu Group Co. Ltd. Annual Report 2025
Changes in liabilities arising from financing activities
√Applicable □Not applicable
Unit: Yuan Currency: RMB
Balance at Increase in current period Decrease in current period
Item the Cash Non-cash Cash Non-cash
Balance at
beginning of changes changes changes changes the end of
the period the period
Short-te
rm 930632816. 304405719 149417868. 119317863 293092924
loans 92 9.00 28 7.57 6.63
Other
payable
s - 901936666. 901936666.dividen 03 03
ds
payable
Long-te
rm
loans
(includi
ng 336451522 300000000. 68544874.9 202130121 171175888
those 2.53 00 1 6.67 0.77
due
within
one
year)
Bonds
payable
(includi
ng
those 252052779 14892429.40.34 8 9709000.00
252571121
due 9.82
within
one
year)
Lease
liabiliti
es
(includi
ng 568321864. 127807639. 137328141. 558801362.those 63 29 12 80
due
within
one
year)
Total 738399769 334405719 126259947 426345366 252571121 520148949
4.429.007.991.399.820.20
250 / 309Ningbo Tuopu Group Co. Ltd. Annual Report 2025
(4). Note to cash flows presented on a net basis
□Applicable √Not applicable
(5). Significant activities and financial effects that do not involve current cash receipts and
disbursements but affect the enterprise's financial position or may affect the enterprise's cash
flows in the future
□Applicable √Not applicable
79. Additional information on cash flow statement
(1). Additional information on cash flow statement
√Applicable □Non-applicable
Unit: Yuan Currency: RMB
Additional Information Amount in the current period Amount in previous period
1. Reconciliation of net profit to cash flows from operational activities:
Net Profit 2782666319.00 3003686606.29
Add: provision for impairment of
assets 100148494.25
59338979.48
Credit impairment provision 28434690.67 79776922.89
Depreciation of fixed assets oil and
gas assets productive biological assets 1803488409.93 1477555988.17
Depreciation of right-of-use assets 119110773.13 81976097.14
Amortization of Intangible Assets 53911606.03 45844727.40
Amortization of long-term prepaid 98845741.67
expenses 122518883.24
Losses on disposal of fixed assets
intangible assets and other long-term -5139509.60 -389596.49
assets (income as in “-”)
Losses on scrapping of fixed assets
(income as in “-”) 8332032.65 20250055.21
Losses on fair value changes (income
as in “-”) -1018222.92
Financial expenses (income as in “-”) 129037768.84 203512711.76
Losses on investment (income as in
“-”)-68582977.98-84364589.22
Decrease on deferred income tax
assets (increase as in “-”) -11805330.58 -36887102.72
Increase on deferred income tax
liabilities (decrease as in “-”) -13862429.86 -1174801.37
Decrease on inventories (increase as
in “-”) -788214256.38 -813474962.07
Decrease on operational receivables
(increase as in “-”) -3229016577.98 -2524244554.64
Increase on operational payables
(decrease as in “-”) 3451062232.90 1626834686.26
Others
Net cash flow generated by operating
activities 4482090128.26 3236068686.84
2. Major investing and financing activities not involving cash receipts and payment:
Conversion of debt into capital
Convertible corporate bonds due 7053301.72
251 / 309Ningbo Tuopu Group Co. Ltd. Annual Report 2025
within one year
Fixed assets under financing lease 138240067.27 291880753.97
3. Net changes in cash and cash equivalents:
Closing balance of cash 4701248084.25 3942266589.29
Less: opening balance of cash 3942266589.29 2313937932.51
Add: closing balance of cash
equivalents
Less: opening balance of cash
equivalents
Net additions to balance of
equivalents 758981494.96 1628328656.78
(2). Net cash receipts from disposal of subsidiaries in this period
√Applicable □Not applicable
Unit: Yuan Currency: RMB
Amount
Cash or cash equivalents paid during the period for business 295000000.00
combinations occurring during the period
Of which: Wuhu Tuopu Automotive Components Co. Ltd. 295000000.00
Less: Cash and cash equivalents held by the Company on the date of 4651664.81
purchase
Of which: Wuhu Tuopu Automotive Components Co. Ltd. 4651664.81
Add: Cash or cash equivalents paid in the current period for business
combinations occurring in prior periods
Net cash paid for acquisition of subsidiaries 290348335.19
(3). Net cash received from disposal of subsidiaries in the current period
□Applicable √Non-applicable
(4). Composition of cash and cash equivalents
√Applicable □Non-applicable
Unit: Yuan Currency: RMB
Item Balance at the end of the Balance at the beginning ofperiod the period
1. Cash 4701248084.25 3942266589.29
Including: cash on hand 16314.90 21590.07
Bank deposits that can be used 4701231769.35 3942244999.22
for payment at any time
Other currency funds that can
be used for payment at any time
Deposits in the central bank
that can be used for payment
Deposits in Other Financial
Institutions
Call loans from Other
Financial Institutions
2. Cash equivalents
Including: bond investments due
within three months
3. Balance of cash and cash 4701248084.25 3942266589.29
equivalents at the end of the period
252 / 309Ningbo Tuopu Group Co. Ltd. Annual Report 2025
Including: cash and cash
equivalents that are restricted for us
by the parent company or subsidiary
within the group
(5). Condition of restricted scope of use but still presented as cash and cash equivalents
□Applicable √Not applicable
(6). Cash and bank balances not classified as cash and cash equivalents
√Applicable □Not applicable
Unit: Yuan Currency: RMB
Balance at the
Item Balance at end of theperiod beginning of the Reasonperiod
Bank acceptance 518557699.94 33208844.36 Restricted for use
deposit
Exchange settlement 223.73 466.96 Restricted for use
deposit
Guarantee deposit 12289949.67 Restricted for use
Total 518557923.67 45499260.99 /
Other notes:
□Applicable √Not applicable
80. Notes to items in the statement of changes in owners' equity
State the name of the item “others” adjusting the balance at the end of previous year and the amount of
adjustment:
□Applicable √Non-applicable
81. Foreign Currency Monetary Items
(1). Foreign Currency Monetary Items
√Applicable □Non-applicable
Unit: yuan
Foreign currency
Item balance at the end Converted exchange Balance converted to RMB
of the period rate at the end of the period
Cash and bank balances - - 1004369734.63
Including: USD 61937908.54 7.0288 435349171.55
EUR 4639134.43 8.2355 38205591.60
HKD 3143616.28 0.9032 2839377.10
CAD 12300107.41 5.1142 62905209.32
BRL 8313965.80 1.2742 10593655.22
SEK 184342.92 0.7617 140414.00
PLN 65213372.90 1.9497 127148848.48
MXN 839157392.56 0.3899 327187467.36
Accounts receivable - - 1807361775.22
Including: USD 176250164.24 7.0288 1238827154.41
253 / 309Ningbo Tuopu Group Co. Ltd. Annual Report 2025
EUR 4362679.81 8.2355 35928849.58
CAD 26718402.58 5.1142 136643254.47
BRL 11128026.46 1.2742 14179331.32
PLN 104155226.44 1.9497 203075174.87
MXN 458248066.86 0.3899 178670921.27
GBP 3931.20 9.4346 37089.30
Other Receivables - - 32352839.61
Including: USD 2046296.99 7.0288 14383012.28
CAD 420990.94 5.1142 2153031.87
SEK 3553834.74 0.7617 2706955.92
PLN 6723905.60 1.9497 13109839.54
Short-term borrowing 299255864.84
Including: MXN 767519530.24 0.3899 299255864.84
Accounts payable
Including: USD 24418584.60 7.0288 171633347.43
EUR 408915.19 8.2355 3367621.05
CAD 9640874.89 5.1142 49305362.36
BRL 1906926.03 1.2742 2429805.15
(2). Notes to overseas business entities overseas business locations functional currency and the
basis for selection in respect of important overseas business entities should be disclosed; if there is
a change in the functional currency the reason for the change should be further disclosed.√Applicable □Non-applicable
The Company has twelve subsidiaries outside of China i.e.: Tuopu North America Limited
currently operating in Canada and with Canadian dollars as the functional currency; Tuopu North
America USA Limited INC currently operating in the United States and with U.S. dollars as the
functional currency; TUOPU DO BRASIL currently operating in Brasil and with Brazilian Real as the
functional currency; Tuopu Sweden currently operating in Sweden and with Swedish krona as the
functional currency; Tuopu International currently operating in Hong Kong and with Hong Kong dollar
as the functional currency; TUOPU (MALAYSIA) SDN.BHD. currently operating in Malaysia and
with Ringgit as the functional currency; Tuopu USA LLC currently operating in the United States and
with U.S. dollars as the functional currency; Tuopu Poland sp.z.o.o currently operating in Poland and
with PLN as the functional currency.Tuopu Mexico currently operating in Mexico and with Mexican
peso as the functional currency. Tuopu Hong Kong Holding is domiciled in Hong Kong and uses HKD
as its functional currency; Tuopu Hong Kong Investment is domiciled in Hong Kong and uses HKD as
its functional currency; Tuopu Thailand is domiciled in Thailand and uses THB as its functional
currency.
82. Lease
(1) As lessee
√Applicable □Not applicable
Variable lease payments not included in the measurement of lease liabilities
□Applicable √Not applicable
Lease payments for short-term leases or low-value assets with simplified treatment
254 / 309Ningbo Tuopu Group Co. Ltd. Annual Report 2025
□Applicable √Not applicable
Sale and leaseback transactions and basis of judgment
□Applicable √Not applicable
Total cash outflow related to lease 137328141.12(Unit: Yuan Currency: RMB)
(2) As lessor
Operating lease as lessor
√Applicable □Not applicable
Unit: Yuan Currency: RMB
of which: Income related to
Item Lease income variable lease payments not
included in lease receipts
Income from operating leases 378256.88
Total 378256.88
Finance lease as lessor
□Applicable √Not applicable
Reconciliation of undiscounted lease receipts to net investment in leases
□Applicable √Not applicable
Undiscounted lease receipts for the next five years
□Applicable √Not applicable
(3) Recognition of gain or loss on sales under finance leases as a manufacturer or distributor
□Applicable √Not applicable
83. Data resources
□Applicable √Not applicable
84. Others
□Applicable √Not applicable
VIII. R&D expense
(1).Presentation by nature of expense
√Applicable □Non-applicable
Unit: Yuan Currency: RMB
Item Amount incurred in the Amount incurred incurrent period previous period
Material expense 503937049.91 394491614.87
Payroll 656299620.22 565836978.84
Depreciation and amortization 147826985.10 122752314.23
Transportation and storage fee 16020323.17 10500639.66
Energy consumption fee 58477312.60 50960887.77
Travel expense 31827801.92 20954808.76
Trial production expense 25530847.69 19531197.37
Others 56121101.70 39214101.96
Total 1496041042.31 1224242543.46
Of which: Expensed R&D expenditure 1496041042.31 1224242543.46
Capitalized R&D expenditure
255 / 309Ningbo Tuopu Group Co. Ltd. Annual Report 2025
(2).Development expenditure on R&D projects eligible for capitalization
□Applicable √Not applicable
Major capitalized R&D projects
□Applicable √Not applicable
Provision for impairment of development expenditures
□Applicable √Not applicable
(3).Major outsourced research and development projects in progress
□Applicable √Not applicable
IX. Changes in the scope of consolidation
1. Business combination not under common control
√Applicable □Non-applicable
(1). Business combination transactions not under the same control occurring during the period
√Applicable □Non-applicable
Unit: Yuan Currency: RMB
Income Net Cash
earned by profit of flow of
Percen Basis the the the
Name Pointof Cost of tage of Mode for purchase purchase
purchase
of the d party
purchas acquis acquisitio
acquis of Purc determi d party d party
ition n of ition equity hase ning from the from the
from the
ed of acquisi date the purchase purchase purchase
party of equityequity equity tion purcha date to date to
date to
(%) se date the end of the end the end
the of the of the
period period period
Wuhu Busines
Tuopu s
Autom combin Upon
otive Mayth 3000000
ation May
Compo 12 00.00 100.00 not 12
th acquisit 5070125 410733 495401
2025 under 2025 ion of 85.30 14.02 41.88nents the control
Co. same
Ltd. control
Note: In January 2024 the Company entered into a Share Transfer Agreement (the "Agreement")
with Johann Borgers GmbH ("Borgers") the foreign stakeholder of the joint venture Ningbo Borgers
Tuopu Automobile Parts Co. Ltd. ("Ningbo Borgers"). Under this Agreement the Company committed
to purchasing Borgers' 50% equity interest in Ningbo Borges for a cash payment of €2450000.00. The
official industrial and commercial registration of Ningbo Borgers was updated in February 2024 and the
entity was subsequently renamed Ningbo Tuopu Automotive Trim Co. Ltd. ("Tuopu Automotive Trim").The Company finalized the payment for the share transfer on April 25 2024 officially concluding the
acquisition on that date.
(2). Cost of consolidation and goodwill
√Applicable □Non-applicable
Unit: Yuan Currency: RMB
Consolidated costs Wuhu Tuopu Automotive Components Co. Ltd.
256 / 309Ningbo Tuopu Group Co. Ltd. Annual Report 2025
--Cash 300000000.00
--Fair value of non-cash assets
-Fair value of debt issued or assumed
-Fair value of equity securities issued
-fair value of contingent consideration
-Fair value at the date of purchase of equity
interests held prior to the date of purchase
- - Other
Total cost of consolidation 300000000.00
Less: share of fair value of identifiable net
assets acquired 129925422.65
Amount by which goodwill/cost of
combination is less than share of fair value 170074577.35
of identifiable net assets acquired
Method of determining fair value of consolidated costs:
□Applicable √Non-applicable
Completion of performance commitments:
□Applicable √Non-applicable
Main reasons for the formation of large amount of goodwill:
□Applicable √Non-applicable
(3). Identifiable assets and liabilities of the purchased party at the purchase date
√Applicable □Non-applicable
Unit: Yuan Currency: RMB
Wuhu Tuopu Automotive Components Co. Ltd.Fair value at date of purchase Carrying value at date of purchase
Assets: 830564120.01 767436575.46
Monetary 4651664.81 4651664.81
funds
Notes 174301808.68 174301808.68
receivable
Accounts 279483586.37 279483586.37
receivable
Receivables 3713633.00 3713633.00
financing
Prepayments 2918841.92 2918841.92
Other
receivables 1635445.06 1635445.06
Inventories 55350109.91 55350109.91
Other current
assets 21450682.55 21450682.55
Fixed assets 167531688.05 132204093.80
Construction
in progress 17216454.65 17216454.65
Right-of-use
assets 37484596.07 37484596.07
Intangible
assets 34115182.67 6315232.37
Long-term
amortisation 10221730.99 10221730.99
Deferred
income tax 11478806.52 11478806.52
257 / 309Ningbo Tuopu Group Co. Ltd. Annual Report 2025
liabilities
Other
non-current 700638697.36 691169565.68
assets
Liabilities: 700638697.36 691169565.68
Short-term 98071769.61 98071769.61
borrowings
Notes payable 10000000.00 10000000.00
Accounts 295313465.98 295313465.98
payable
Contract
liabilities 29.54 29.54
Employee
compensation 14380495.75 14380495.75
payable
Taxes payable 3783420.10 3783420.10
Other payable 38030334.07 38030334.07
Non-current
liabilities due
within one 17212326.23 17212326.23
year
Other current
liabilities 175402044.57 175402044.57
Long-term
borrowings 9550000.00 9550000.00
Lease
liabilities 22688941.91 22688941.91
Deferred
income 1264634.93 1264634.93
Deferred tax
liabilities 14941234.67 5472102.99
Net assets 129925422.65 76267009.78
Less: Minority
interests
Net assets
acquired 129925422.65 76267009.78
(4). Gains or losses arising from the remeasurement to fair value of equity interests held prior to
the date of purchase
Whether there are transactions in which a business combination is achieved in stages through multiple
transactions and control is obtained during the reporting period.□Applicable √Non-applicable
(5).Note to the inability to reasonably determine the fair value of the consideration for the
combination or the identifiable assets and liabilities of the acquiree at the date of purchase or
at the end of the period of combination.□Applicable √Non-applicable
(6). Additional notes
□Applicable √Non-applicable
258 / 309Ningbo Tuopu Group Co. Ltd. Annual Report 2025
2. Business combination under common control
□Applicable √Non-applicable
3. Counter purchase
□Applicable √Non-applicable
259 / 309Ningbo Tuopu Group Co. Ltd. Annual Report 2025
4. Disposal of subsidiaries
Whether there is any transactions or events during the period in which control of subsidiaries is lost
□Applicable √Non-applicable
Other notes:
□Applicable √Non-applicable
Whether there is a step-by-step disposal of investments in subsidiaries through multiple transactions and
loss of control during the period
□Applicable √Non-applicable
Other notes:
□Applicable √Non-applicable
5. Changes in the scope of consolidation due to other reasons
Account for the changes in the scope of consolidation as a result of other reasons (for example new
establishments of subsidiaries liquidation of subsidiaries) and relevant circumstances:
√Applicable □Non-applicable
1.In 2025 the Company newly established Tuopu Hong Kong Holding Limited Tuopu Hong Kong
Investment Limited Tuopu Thailand Technology Co. Ltd. Ningbo Tuopu Drive Co. Ltd. Ningbo
Lingyu Tactile Co. Ltd. Ningbo Lingyu Robot Components Co. Ltd. and TUOPU TECHNOLOGY
(MALAYSIA) SDN. BHD. and has consolidated these entities from the respective dates of their
establishment.
2.In 2025 the Company dissolved Shanghai Towin Automotive Technology Co. Ltd. Linshui Tuopu
Photovoltaic Technology Co. Ltd. Suining Tuopu Photovoltaic Technology Co. Ltd. and Tuopu
Intelligent Photovoltaic Technology (Shenyang) Co. Ltd. and has ceased consolidating these entities
from the respective dates of their dissolution.
6. Others
□Applicable √Non-applicable
260 / 309Ningbo Tuopu Group Co. Ltd. Annual Report 2025
X. Equity in Other Entities
1. Equity in Subsidiaries
(1). Composition of the group
√Applicable □Non-applicable
Unit: yuan Currency: RMB
Percentage of
Name of Principal Register Registere Nature of Shares (%) Method of
Subsidiary Business ed d
Site Capital Address
Business Direc Indire Acquisition
t ct
Tuopu Automobile RMB
Electronics Ningbo 2500 Ningbo
Manufacturi 100.0 Establishme
million ng 0 nt
Tuopu Thermal Ningbo RMB Ningbo Manufacturi 100.0 Establishme
Management 4500million ng 0 nt
Ningbo Ningbo Business
RMB combinatio
Tuopu Imp&Exp 200 Trading 100.0 n under
million 0 common
control
Ningbo Ningbo Trading Business
Tuopu Automobile RMB200 100.0
combinatio
Parts 0 n undermillion common
control
Ningbo Ningbo Trading Business
TUOPU RMB
VIBRO-ACOUSTI 200 100.0
combinatio
0 n underCS million common
control
Business
RMB Manufacturi 100.0 combinatioZhejiang Towin Jinhua 180 Jinhua ng 0 n not undermillion common
control
Business
RMB
Suining Tuopu Suining 150 Suining Manufacturi 100.0
combinatio
ng 0 n not undermillion common
control
USHONE Ningbo RMB 50 Ningbo 100.0 EstablishmeELECTRONIC Trading nt
CHASSIS million 0
Ningbo RMB Ningbo Manufacturi
Tuopu Chassis 600 ng 100.0
Establishme
nt
million 0
RMB Manufacturi 100.0 EstablishmeHunan Tuopu Xiangtan 800 Xiangtan ng 0 ntmillion
RMB Manufacturi Establishme
Skateboard Chassis Ningbo 4000 Ningbo ng 100.0 nt
million 0
Taizhou Tuopu Taizhou RMB Taizhou Manufacturi 100.0 Establishme
261 / 309Ningbo Tuopu Group Co. Ltd. Annual Report 2025
100 ng 0 nt
million
SHANGHAI Shanghai RMB 50 Shanghai Manufacturi 100.0 EstablishmeTUOPUYALE million ng 0 nt
RMB Manufacturi Establishme
Pinghu Tuopu Jiaxing 208 Jiaxing ng 100.0
million 0
nt
Business
Tuopu North combinatio
America Limited Canada
CAD
10000 Canada Trading 51.00 n not undercommon
control
Tuopu USA LLC USA USD 5million USA Trading
100.0 Establishme
0 nt
Tuopu Poland Poland PLN 10 Manufacturi 100.0 Establishmemillion Poland ng 0 nt
RMB Manufacturi
Xi’an Tuopu Xi’an 200 Xi’an ng 100.0
Establishme
0 ntmillion
RMB Manufacturi 100.0 EstablishmeWuhan Tuopu Wuhan 150 Wuhan ng
million 0
nt
Sichuan Tuopu Linshui RMB 20 Linshui Manufacturi 100.0 Establishmemillion ng 0 nt
Manufacturi Business
RMB ng combinatio
Liuzhou Tuopu Liuzhou 100 Liuzhou 100.0 n under
million 0 common
control
RMB Manufacturi Establishme
Huzhou Tuopu Huzhou 350 Huzhou ng 100.0 nt
million 0
Baoji Tuopu Baoji RMB 50 Baoji Manufacturi 100.0 Establishmemillion ng 0 nt
Manufacturi Business
RMB ng combinatio
Yantai Tuopu Yantai 62.80 Yantai 100.0 n under
million 0 common
control
Manufacturi Business
USD ng combinatio
Ningbo Qianhui Ningbo 3.7551 Ningbo 51.00 n not under
million common
control
Shenyang Tuopu Shenyan RMB 10 Shenyan Manufacturi 100.0 Establishmeg million g ng 0 nt
Jinzhong Tuopu Jinzhong RMB 8 Manufacturi 100.0 Establishmemillion Jinzhong ng 0 nt
Manufacturi Business
Chongqi RMB Chongqi ng 100.0 combinatioChongqing Tuopu ng 14.6422 ng 0 n not undermillion common
control
Manufacturi Business
Hangzhou Tuopu Hangzho RMB 3 Hangzho 100.0u million u ng 0 combination not under
262 / 309Ningbo Tuopu Group Co. Ltd. Annual Report 2025
common
control
RMB
Shanghai Towin Shanghai 121 Shanghai R&D 100.0
Establishme
0 ntmillion
Shenzhen Towin Shenzhen RMB 20million Shenzhen R&D
100.0 Establishme
0 nt
Ushone RMB Establishme
E-commerce Ningbo 100 Ningbo Service
100.0 nt
million 0
Ushone RMB Manufacturi 100.0 Establishme
Technology Ningbo 300 Ningbo ntmillion ng 0
RMB Establishme
Tuopu Investment Ningbo 200 Ningbo Investment 100.0 nt
million 0
Tuopu Hong RMB 33 Hong 100.0 Establishme
International Kong million Kong Investment 0 nt
Tuopu Industrial Ningbo RMB 20 Ningbo Manufacturi 100.0 EstablishmeAutomation million ng 0 nt
Tuopu North Establishme
America USA USA USD 10 USA Service 51.00 nt
Limited INC
Tuopu Sweden Sweden SEK50000 Sweden R&D
100.0 Establishme
0 nt
TUOPU DO BRL Manufacturi Establishme
BRASIL Brazil 80.8095 Brazil ng 99.96 0.04 ntmillion
MYR Manufacturi Establishme
Tuopu Malaysia Malaysia 2.50 Malaysia ng 100.0
million 0
nt
Chongqi RMB Chongqi ManufacturiChongqing Chassis 500 ng 100.0
Establishme
ng ng 0 ntmillion
RMB Manufacturi Establishme
Anhui Tuopu Huainan 600 Huainan ng 100.0 nt
million 0
MXN Manufacturi Establishme
Tuopu Mexico Mexico 245.5979 Mexico ng 99.00 1.00 nt
million
Tuopu Photovoltaic RMB 50 PowerTechnology Ningbo Ningbo generation 100.0
Establishme
nt
(Ningbo Beilun) million service 0
Tuopu Photovoltaic RMB Power Establishme
Technology Ningbo 100 Ningbo generation 100.0 nt
(Hangzhou Bay) million service 0
Tuopu Photovoltaic RMB 50 Power EstablishmeTechnology Jiaxing million Jiaxing generation
100.0 nt
(Pinghu) service 0
Tuopu Photovoltaic Power Establishme
Technology Taizhou RMB 20 100.0
(Taizhou) million
Taizhou generation
service 0
nt
Tuopu Photovoltaic RMB 10 Power EstablishmeTechnology Jinhua million Jinhua generation
100.0
(Jinhua) service 0
nt
Henan Tuopu Kaifeng RMB 50 Kaifeng Manufacturi 100.0 Establishme
263 / 309Ningbo Tuopu Group Co. Ltd. Annual Report 2025
million ng 0 nt
Jinan Tuopu Jinan RMB 50 Jinan Manufacturi 100.0 Establishmemillion ng 0 nt
Tuopu Photovoltaic RMB 50 Power EstablishmeTechnology Ningbo million Ningbo generation
100.0 nt
(Ningbo Yinzhou) service 0
Tuopu Photovoltaic RMB 50 Power EstablishmeTechnology Xiangtan million Xiangtan generation
100.0 nt
(Xiangtan) service 0
Tuopu Photovoltaic Power
Technology Wuhan RMB 30 Wuhan generation 100.0
Establishme
million 0 nt(Wuhan) service
Tuopu Photovoltaic Guang’a RMB 20 Guang’a Power EstablishmeTechnology 100.0n million n generation 0 nt(Linshui) service
Tuopu Photovoltaic Power Establishme
Technology Suining RMB 10million Suining generation
100.0
0 nt(Suiningn) service
Tuopu Photovoltaic Power Establishme
Technology Liuzhou RMB 10 Liuzhou generation 100.0 nt
(Liuzhou) million service 0
Tuopu Photovoltaic
Technology Shenyan RMB 10 Shenyan
Power 100.0 Establishme
g million g generation nt(Shenyang) service 0
Business
Ningbo combinatio
Automotive Trim Ningbo
RMB 21
million Ningbo Trading
100.0
0 n not underthe same
control
Business
combinatio
Langfang Tuopu Langfang RMB 20 Manufacturi 100.0million Langfang ng 0 n not underthe same
control
Business
Shenyang Maigao Shenyan RMB 35 Shenyan Manufacturi 100.0 combinatio
Tuopu g million g ng 0 n not underthe same
control
RMB
Tuopu Drive Ningbo 200 Ningbo Manufacturi 100.0 Establishme
million ng 0 nt
Business
RMB combinatio
Tuopu Wuhu Wuhu 200 Wuhu Manufacturi 100.0 n not under
million ng 0 the same
control
Lingyu Tactile Ningbo RMB 48 Ningbo Manufacturi 100.0 Establishmemillion ng 0 nt
Hong Kong Hong HKD Hong Investment 100.0 EstablishmeHolding Kong 500000 Kong 0 nt
Hong Kong Hong HKD Hong 100.0 Establishme
Investment Kong 100000 Kong Investment 0 nt
Tuopu Thailand Thailand THB 1.9 Thailand Manufacturi 100.0 Establishmebillion ng 0 nt
Tuopu Jinhua Jinhua RMB 10 Jinhua Manufacturi 100.0 Business
264 / 309Ningbo Tuopu Group Co. Ltd. Annual Report 2025
million ng 0 combinatio
n not under
the same
control
Business
Tuopu Fuzhou Fuzhou RMB 20 Fuzhou Manufacturi 100.0
combinatio
million ng 0 n not underthe same
control
Business
Towin Anqing Anqing RMB 10 Anqing Manufacturi 100.0
combinatio
million ng 0 n not underthe same
control
Business
Tuopu Yibin Yibin RMB 5 Yibin Manufacturi 100.0
combinatio
million ng 0 n not underthe same
control
Business
Tuopu Inner Inner RMB 3 Inner Manufacturi 100.0 combinatio
Mongolia Mongolia million Mongolia ng 0 n not underthe same
control
Business
combinatio
Tuopu Anqing Anqing RMB 5million Anqing
Manufacturi 100.0
ng 0 n not underthe same
control
Business
Towin Wuhu Wuhu RMB 10 Manufacturi 100.0
combinatio
million Wuhu ng 0 n not underthe same
control
Lingyu Robot Ningbo RMB 50 Ningbo Manufacturi 100.0 Establishmemillion ng 0 nt
Tuopu Detroit America USD America Manufacturi 100.0 Establishme10000 ng 0 nt
Tuopu Malaysia
Tech Malaysia
MYR Malaysia Manufacturi 100.0 Establishme1500 ng 0 nt
(2). Important non-wholly owned subsidiaries
√Applicable □Non-applicable
Unit: Yuan Currency: RMB
Percentage of Profit and loss Dividends
Name of shares held by attributable to declared to Balance of minority
Subsidiary minority minority minority shareholders' equity at
shareholders shareholders in shareholders in the end of the periodthe current period the current period
Tuopu North 49.00% 655509.41 273773.01-1910842.79
America
Limited
Notes to the percentage of shares held by minority shareholder that is different from the percentage of
voting rights:
265 / 309Ningbo Tuopu Group Co. Ltd. Annual Report 2025
□Applicable √Non-applicable
Other Notes:
□Applicable √Non-applicable
266 / 309Ningbo Tuopu Group Co. Ltd. Annual Report 2025
(3). Main financial information of important non-wholly-owned subsidiaries
√Applicable □Non-applicable
Unit: Yuan Currency: RMB
Balance at the end of the period Balance at the beginning of the period
Nam
e of Curr
subsi ent Non-c Total
Curr Non-c
ent urrent Total
Curr Curr Non-c
urrent asset Liabi ent
Non-c Total
urrent asset ent urrent
Total
diary asset assets s liabil liabiliti lities asset assets s liabil liabiliti
Liabi
s ities es s ities es lities
Tuopu
North 40043 50940
Americ 018.64 70705 47113 49713 49713 112.73 79137 58853 62753 62753
a 79.04 597.68 134.44 134.44 25.77 838.50 517.67 517.67
Limite
d
Amount incurred in the current period Amount incurred in previous period
Cash Cash
Name of flow flow
Subsidia Total from Total from
ry Operating
Net comprehens Operating Net comprehens
profit operatin profit operati
income ive income g income ive income ng
activitie activiti
s es
Tuopu 1019582713 1337774. 1300142.41 -4275613. 1223274149 232658. 203264.66 6421839.North .84 30 87 .97 65 48
America
Limited
267 / 309Ningbo Tuopu Group Co. Ltd. Annual Report 2025
(4). Significant restrictions on the use of group assets and the settlement of group debts
□Applicable √Non-applicable
(5). Financial support or other support provided to structured entities included in the scope of
consolidated financial statements
□Applicable √Non-applicable
Other notes:
□Applicable √Non-applicable
2. Transactions leading to a change in the share of owner's equity in the subsidiary and the control
over the subsidiary remains
□Applicable √Non-applicable
3. Rights and interests in joint ventures or associates
√Applicable □Non-applicable
(1). Important joint ventures or associates
√Applicable □Non-applicable
Name of Percentage of Shares Accounting
joint Principal Business Held (%) treatment of
venture or Business Registered Nature investment in
associate Site Address Direct Indirect joint ventures orassociate
Tuopu
Electrical
Appliances Ningbo Ningbo Manufacturing 50.00 Equity method
Co. Ltd.(Note)
Note: Tuopu Electrical Appliances Co. Ltd. is hereinafter referred to as "Tuopu Electrical Appliances".
(2). Main financial information of important joint ventures
√Applicable □Non-applicable
Unit: Yuan Currency: RMB
Balance at the end of the Balance at the beginning of the
period/Amount incurred in the period/Amount incurred in previous
current period period
Tuopu Tuopu
Electrical Electrical
Appliances Appliances
Current assets 275912206.44 287030417.44
Including: cash and
cash equivalents 22684368.08 10099557.61
Non-current assets 50145661.50 49532777.32
326057867.94336563194.76
Total assets
268 / 309Ningbo Tuopu Group Co. Ltd. Annual Report 2025
115046326.34142404383.73
Current liabilities
307544.65416951.83
Non-current liabilities
Total liabilities 115353870.99 142821335.56
Minority shareholders'
equity
Equity attributable to
shareholders of the 210703996.95 193741859.20
parent company
Share of net assets
calculated at the
percentage of shares 105351998.48 96870929.60
held
Adjusted events -97568.96 -138245.41
--Goodwill
--Unrealized profits
from internal -97568.96 -138245.41
transactions
-Others
Book value of equity
investment in joint 105254429.52 96732684.19
ventures
Fair value of equity
investment in joint
ventures with public
offers
Operating income 452170373.32 441097928.46
476980.14-866599.61
Financial expenses
Income tax expense 12452701.72 14147365.74
86962137.75
Net profit 95394374.38
Net profit from
discontinued operations
Other comprehensive
income
Total comprehensive
income 86962137.75
95394374.38
Dividends received
from joint ventures in 35000000.00 50000000.00
this year
(3). Main financial information of important associates
□Applicable √Non-applicable
(4). Summary of financial information of unimportant joint ventures and associates
□Applicable √Non-applicable
269 / 309Ningbo Tuopu Group Co. Ltd. Annual Report 2025
(5). Note to significant restrictions on the ability of joint ventures or associates to transfer funds to
the Company
□Applicable √Non-applicable
(6). Excess losses suffered by joint ventures or associates
□Applicable √Non-applicable
(7). Unconfirmed commitments related to joint venture investment
□Applicable √Non-applicable
(8). Contingent liabilities related to investment in joint ventures or associates
□Applicable √Non-applicable
4. Important joint operations
□Applicable √Non-applicable
5. Equity in structured entities not included in the scope of consolidated financial statements
Note to structured entities not included in the scope of the consolidated financial statements:
□Applicable √Non-applicable
6. Others
□Applicable √Non-applicable
XI. Government subsidies
2. Government grants recognized at the end of the reporting period based on amounts receivable
□Applicable √Not applicable
Reasons for failing to receive government grants in the estimated amount at the estimated point in time
□Applicable √Not applicable
270 / 309Ningbo Tuopu Group Co. Ltd. Annual Report 2025
3. Liability items involving government grants
√Applicable □Not applicable
Unit: Yuan Currency: RMB
Amount
Financia Amount of included in Transferre
Other
change
l Opening new grants non-operati d to otherincome s Closing Asset/incostateme balance during the ng income during the during balance me relatednt items period during the the
period period period
Governmen
Deferre t grants
d 408021000. 63589634. 48697731. 422912904.71 93 41 23 related to
income assets
Total 408021000. 63589634. 48697731. 422912904.71 93 41 23
271 / 309Ningbo Tuopu Group Co. Ltd. Annual Report 2025
4. Government grants recognized in profit or loss for the period
√Applicable □Not applicable
Unit: Yuan Currency: RMB
Type Amount in current period Amount in prior period
Asset related 48697731.41 45493777.47
Income related 127138512.63 230306395.46
Total 175836244.04 275800172.93
XII. Risks related to financial instruments
1. Risks related to financial instruments
√Applicable □Non-applicabl
The Company faces various financial risks in the course of its operations: credit risk liquidity risk
and market risk (including exchange rate risk interest rate risk and other price risks). The said financial
risks and the risk management policies adopted by the Company to reduce these risks are described
below:
The Board of Directors is responsible for planning and establishing the risk management structure
applicable to the Company laying down the risk management policies and guidelines and supervising
the implementation of risk management measures. The Company has laid down some risk management
policies to identify and analyze the risks exposed to it. These risk management policies clearly identify
specific risks ranging from market risk credit risk to liquidity risk management. The Company assesses
the market environment and changes in its business activities at regular intervals in order to decide
whether to update the risk management policy and system or not. Its risk management is carried out by
the Risk Management Committee in accordance with the policies approved by the Board of Directors.Risk Management Committee will identify evaluate and avoid related risks by maintaining a close
cooperation with other business units within the Company. The internal audit division conducts regular
audits on risk management control and procedures and reports the audit results to the Auditing
Committee of the Company.The Company carries out the diversification of risks in financial instruments through appropriate
diversified investment and business portfolios and prepares appropriate risk management policies to
reduce the risk concentrated in a single industry specific region or specific counterparty.
1. Credit risk
Credit risk refers to the risk of the company's financial losses due to the failure of the counterparty
to perform its contractual obligations.The credit risk exposed to the Company mainly arises from monetary funds notes receivable
accounts receivable accounts receivable financing other receivables as well as those debt instrument
investments and derivative financial assets that are not included in the scope of impairment assessment
and are measured at fair value and whose changes are included in the current profit and loss. On the
balance sheet date the book value of the Company's financial assets has represented its maximum credit
risk exposure.The monetary funds owned by the Company are mainly bank deposits deposited in well-reputated
state-owned banks with high credit ratings and other large and medium-sized listed banks. In the opinion
of the Company there is no significant credit risk and there will be almost no critical loss caused by
bank defaults.The Company lays down relevant policies to control credit risk exposure in respect of notes
receivable accounts receivable financing receivables and other receivables. The Company assesses the
credit profile of each customer and defines the credit term based on its financial standing the possibility
of obtaining guarantees from a third party credit record and other factors such as current market
272 / 309Ningbo Tuopu Group Co. Ltd. Annual Report 2025
condition. The Company will monitor the credit record of each customer at regular intervals. For those
found with poor credit record the Company will maintain its overall credit risk to the extent controllable
by written demand shortening or cancellation of credit term.
2. Liquidity risk
Liquidity risk refers to the risk of a shortage of funds when an enterprise fulfills its obligation of
settlement by cash or other financial assets.The Company's policy is to ensure that there is sufficient cash to repay the liabilities due. The
liquidity risk is under the concentrated control of the Company's Financial Department. Through
monitoring the balance of cash and securities cashable at any time and rolling forecasting the cash flow
in the next 12 months the Financial Department ensures that the Company has sufficient funds to repay
its debts under all reasonable predictions. And it will continue to monitor whether the Company
complies with the provisions of the borrowing agreement and obtains commitments from major financial
institutions to provide sufficient reserve funds to meet its funding needs whether short term or long
term.
3. Market risk
The market risk of financial instruments refers to the risk of fluctuation at fair value of financial
instruments or future cash flows with the change of market prices including exchange rate risk interest
rate risk and other price risks.
(1) Interest rate risk
The interest rate risk refers to the risk in which the fair value or future cash flow of financial
instruments changes due to the change of market interest rate.Interest-bearing financial instruments applicable to fixed interest rates and floating interest rates
bring the Company up to fair value interest rate risk and cash flow interest rate risk respectively. The
Company ascertains the ratio of fixed interest rates to floating interest rate instruments based on the
market environment and maintains an appropriate portfolio of fixed and floating interest rate
instruments at regular intervals. If necessary the Company will adopt interest rate swap instruments to
hedge interest rate risk.On December 31 2025 if other variables remain the same the borrowing interest rate calculated by
floating interest rate rises or falls by 100 base points the Company's net profit will decrease or increase
by RMB 28366008.74. In the opinion of the management100 base points can reasonably reflect the
reasonable range of possible changes in interest rates in the next year.
(2) Exchange rate risk
Exchange rate risk refers to the risk that the fair value of financial instruments or future cash flows
will fluctuate due to changes in foreign exchange rates.The Company will try its best to match the revenues with the expenses in foreign currency to lower
the exchange rate risk. In addition the Company may also sign forward foreign exchange contracts or
currency swap contracts to avoid exchange rate risks. In the current period and the previous period the
company did not sign any forward foreign exchange contracts or currency swap contracts.The exchange rate risk faced with by the Company is mainly from financial assets and liabilities in
USD. The amounts of assets and liabilities in foreign currencies and converted into RMB are presented
as below:
Balance at the end of the period Balance at the End of Last Year
Other Other
Item
US dollars foreign Total US dollars foreign Total
currencies currencies
Cash and 151034970.51
435349171.55569020563.081004369734.63731494352.01882529322.52
bank
273 / 309Ningbo Tuopu Group Co. Ltd. Annual Report 2025
Balance at the end of the period Balance at the End of Last Year
Other Other
Item
US dollars foreign Total US dollars foreign Total
currencies currencies
balances
Accounts
1238827154.41568534620.811807361775.22530023415.72477340749.181007364164.90
receivable
Other 17969827.33 26340419.76 27951493.81 54291913.57
14383012.2832352839.61
Receivables
Short-term
borrowings 299255864.84 299255864.84
Accounts 78335295.35
171633347.44265822270.62437455618.06119741542.45198076837.80
payable
Other 749093.52
113447.15592476.16705923.31195563.37553530.15
Payables
Total 1860306132.83 1721195622.84 3581501755.67 785929664.71 1357081667.60 2143011332.31
On December 31 2025 if all other variables remain unchanged a 5% appreciation or depreciation
of the Renminbi against foreign currencies (the Company’s principal foreign currencies are USD EUR
CAD HKD BRL MYR SEK PLN THB etc.) would increase or decrease total profit by RMB
105333347.16 (December 31 2024: RMB 87267973.48). Management believes that 5% reasonably
reflects the range of possible changes in the exchange rate of the Renminbi against the aforementioned
foreign currencies in the coming year.
(3) Other price risks
Other price risk refers to the risk that the fair value or future cash flow of financial instruments
will fluctuate due to changes in market prices other than exchange rate risk and interest rate risk.Other price risks exposed to the Company mainly arise from investments in various equity
instruments and there is a risk of changes in the price of equity instruments.
2. Hedging
(1) The company conducts hedging business for risk management
□Applicable √Not applicable
Other notes：
□Applicable √Not applicable
(2) The Company conducts eligible hedging operations and applies hedge accounting
□Applicable √Not applicable
Other notes：
□Applicable √Not applicable
274 / 309Ningbo Tuopu Group Co. Ltd. Annual Report 2025
(3) The company conducts hedging business for risk management and expects to achieve the risk
management objectives but does not apply hedge accounting.□Applicable √Not applicable
Other notes：
□Applicable √Not applicable
3. Transfer of financial assets
(1) Classification of transfer methods
√Applicable □Not applicable
Unit: Yuan Currency: RMB
Mode of transfer Nature of financial
Amount of Derecognition of Judgment basis for
assets transferred financial assetstransferred financial assets derecognition
Since the credit
risk and deferred
payment risk of
bankers'
acceptances in
receivables
financing are
small and the
Endorsement or Outstanding bank interest rate risk
discount acceptance notes related to the notesin receivables 5233957983.17 Derecognition has been
financing transferred to the
bank it can be
judged that the
major risks and
rewards of title of
the notes have
been transferred
so they are
derecognized.The principal risks
associated with
commercial
acceptance bills
are credit risk and
default risk. Under
the provisions of
the Negotiable
Commercial Instruments Law
acceptance bills of the People’s
Endorsement not yet due 81233733.27 Not derecognised Republic of China
included in notes regarding recourse
receivable rights unless the
endorsement
transfer agreement
explicitly
stipulates no
recourse the
significant risks
related to the
ownership of such
275 / 309Ningbo Tuopu Group Co. Ltd. Annual Report 2025
commercial
acceptance bills
are not
transferred;
therefore they are
not derecognised.Total / 5315191716.44 / /
(2) Financial assets derecognized due to transfer
√Applicable □Not applicable
Unit: Yuan Currency: RMB
Item Mode of transfer of Amount of financial Gain or loss related tofinancial assets assets derecognized derecognition
Accounts receivable Endorsement 5233957983.17
financing
Total / 5233957983.17
(3) Transferred financial assets with continuing involvement
□Applicable √Not applicable
Other notes
□Applicable √Not applicable
XIII. Disclosure of Fair Values
1. Fair values of the assets and liabilities at the end of the period
√Applicable □Non-applicable
Unit: Yuan Currency: RMB
Fair value at the end of the period
Fair value Fair value
Item measurement measurement Fair value measurement
at the at the at the third-level Total
first-level second-level
I. Constant
measurement
at fair
value
(I) Trading
Financial Assets 400000000.00 400000000.00
1. Financial
assets at fair
value through 400000000.00 400000000.00
profit or loss in
this period
(1) Investment
in debt
instruments
(2) Investment
in equity
instrument
(3)Derivative
Financial Assets
(4) Short-term
wealth 400000000.00 400000000.00
276 / 309Ningbo Tuopu Group Co. Ltd. Annual Report 2025
management
products
2. Designated
financial assets
that are
measured at fair
value and whose
changes are
included in the
current profit
and loss
(1) Investment
in debt
instruments
(2) Investment
in equity
instrument
(II) Investment
in Other
Creditor's Rights
(III)
Investment in
Other Equity
Instruments
(IV)
Investment
Property
1. Land use
rights for lease
2. Rented
buildings
3. Land use
rights held and
prepared to
transfer after
appreciation
(V) Biological
assets
1. Expendable
biological assets
2. Productive
biological assets
(VI)
Receivables 4828918846.99 4828918846.99
financing
(VII) Other 50000000.00 50000000.00
non-current
financial assets
Total assets
measured at fair
value on an 5278918846.99 5278918846.99
ongoing basis
(VI) Financial
liabilities held 50000000.00 50000000.00
for trading
1. Financial
277 / 309Ningbo Tuopu Group Co. Ltd. Annual Report 2025
liabilities that
are measured at
fair value and
whose changes
are included in
the current profit
and loss
Equity
instrument 50000000.00 50000000.00
Derivative
Financial
Liabilities
Others
2. Designated
Financial
Liabilities
Measured in
Fair Value with
Changes
Recorded into
Current Profit
and Loss
Total amount
of liabilities
constantly
measured at
their fair values
II.Non-continuous
fair value
measurement
(1)
Held-for-sale
assets
Total assets
that are not
continuously
measured at
fair value
Total
liabilities not
continuously
measured at
fair value
2. Determination basis for the market price of continuous and non-continuous first-level fair value
measurement projects
□Applicable √Non-applicable
3. Qualitative and quantitative information on the valuation techniques used and important
parameters for continuous and non-continuous second-level fair value measurement items
□Applicable √Non-applicable
278 / 309Ningbo Tuopu Group Co. Ltd. Annual Report 2025
4. Continuous and non-sustainable third-level fair value measurement projects qualitative and
quantitative information on valuation techniques and important parameters used
√Applicable □Non-applicable
1. For bank financial products included in trading financial assets the Company uses the expected
rate of return to forecast future cash flows the unobservable estimate is the expected rate of return and
the fair value is determined at the end of the period based on the amount that is expected to be recovered
with a high probability.
2. For receivables financing the Company determines the fair value of the promissory notes at the
end of the period based on the face amount considering the small difference between the face amount
and the fair value.
3.For equity investments classified as other non-current financial assets if the investment is made
close to the period-end and no significant changes occur in the investee subsequent to the investment
the Company determines the fair value at period-end based on the investment cost.
5. Continuous third-level fair value measurement items adjustment information between the book
value at the beginning of the period and that at the end of the period and sensitivity analysis of
unobservable parameters
□Applicable √Non-applicable
6. Continuous fair value measurement items if there is a conversion between levels occurred in the
current period the reasons for the conversion and the policies for determining the time point of
the conversion
□Applicable √Non-applicable
7. Changes in valuation technique in the current period and reasons for the changes
□Applicable √Non-applicable
8. The fair value of financial assets and financial liabilities not measured at fair value
√Applicable □Non-applicable
The Company's financial assets and financial liabilities that are measured at amortized cost consist
mainly of cash funds notes receivable accounts receivable other receivables short-term borrowings
notes payable accounts payable other payables non-current liabilities due within one year long-term
borrowings and bonds payable.The differences between the carrying amounts and fair values of the Company's financial assets and
liabilities not measured at fair value were minimal and are not disclosed in detail.
9. Others
□Applicable √Non-applicable
XIIII. Related Parties and Related-party Transactions
1. Condition of the parent company
√Applicable □Non-applicable
Unit： Yuan Currency： HKD
Percentage of Percentage of
Name of parent Nature of Registered the Company’s the Company’s
company Registered business capital shares held by voting rights heldaddress the parent by the parent
company (%) company (%)
MECCA
INTERNATIONAL Hong
HOLDING HK Kong Investment 1000000.00 59.66 59.66（ ）
LIMITED
279 / 309Ningbo Tuopu Group Co. Ltd. Annual Report 2025
The ultimate controlling party of the Company is Wu Jianshu.
2. Subsidiaries of the Company
More details of the subsidiaries of the Company are available in the notes.√Applicable □Non-applicable
For details of the Company's subsidiaries refer to "X. Equity in other entities" in these notes.
3. Joint ventures and associates of the Company
More details of the important joint ventures and associates of the Company are available in the note.√Applicable □Non-applicable
For details of the Company's subsidiaries refer to "X. Equity in other entities" in these notes.The situation of other joint ventures or associates that have related party transactions with the company
during the current period or the balance of the related party transactions with the Company in the
previous period is listed as follows.□Applicable √Non-applicable
Other notes
□Applicable √Non-applicable
4. Other related parties
√Applicable □Non-applicable
Name of Other Related Party Relationship between Other Related Party and the
Company
Ninghai Jinxin Packaging Co. Ltd. A company controlled by the young sister of the actualcontroller of the Company
Ninghai Zhonghao Plastic Products Co. An officer’s brother-in-law holds 40% of the shares and
Ltd. serves as an executive director of the company
Ninghai Xidian Qingqing Plastic Factory A company controlled by the elder sister andbrother-in-law of the officer of the Company
Ningbo Gloyel Intelligent Technology Co. Other company controlled by the actual controller of the
Ltd. Company
Ningbo Gloyel Motor Technology Co. Ltd. Other company controlled by the actual controller of theCompany
Gloyel Electric (Ningbo) Co. Ltd. Other company controlled by the actual controller of theCompany
Ningbo Gloyel New Energy Technology Other company controlled by the actual controller of the
Co. Ltd. Company
Chongqing Gloyel Photovoltaic Technology Other company controlled by the actual controller of the
Co. Ltd. Company
Ningbo Borgers Tuopu Automobile Parts Original joint venture
Co. Ltd.(Note)
Additional Notes:
Note: In January 2024 the Company entered into an Equity Transfer Agreement with Johann
Borgers GmbH (hereinafter referred to as “Borgers”) the foreign shareholder of the joint venture
Ningbo Borgers Tuopu Automotive Components Co. Ltd. (hereinafter referred to as “Ningbo Borgers”)
pursuant to which the Company agreed to acquire the 50% equity interest in Ningbo Borgers held by
Borgers for a cash consideration of EUR 2450000.00. Ningbo Borgers completed the industrial and
commercial registration change in February 2024 and the Company paid the equity transfer
consideration on April 25 2024. Accordingly the acquisition was completed on April 25 2024.Therefore Ningbo Borgers Tuopu Automotive Components Co. Ltd. was a joint venture of the
Company for the period from January to April 2024 as presented in the above table.
280 / 309Ningbo Tuopu Group Co. Ltd. Annual Report 2025
5. Related party transactions
(1). Purchase and sale of goods provision and acceptance of labor related transactions
Purchase of goods/acceptance of labor
√Applicable □Not applicable
Unit: Yuan Currency: RMB
Whether the
Related Related-party Amount incurred Approved transaction Amount incurred
party transaction in the current transaction limit limit is in previousperiod (if applicable) exceeded (if period
applicable)
Tuopu
Electrical
Appliances Material 7834590.33 700000.00 Yes 625413.19
Co. Ltd.Ningbo
Borgers
Tuopu
Automobile Material 569441.83
Parts Co.Ltd.Ninghai
Jinxin
Packaging Material 16756606.37 20000000.00 No 17139923.08
Co. Ltd.Ninghai
Zhonghao
Plastic Material 26180788.30 32000000.00 No 30470694.18
Products
Co. Ltd.Ninghai
Xidian
Qingqing Material 7091399.47 8000000.00 No 7919514.41
Plastic
Factory
Ningbo
Gloyel
Intelligent Equipment 85590272.72 120000000.00 No 121657689.25
Technology
Co. Ltd.Ningbo
Gloyel
Motor Material 92711557.63 110000000.00 No 81355664.61
Technology
Co. Ltd.Gloyel
Electric
(Ningbo) Utilities 4802644.65 6000000.00 No 5719305.59
Co. Ltd.Ningbo
Gloyel New Material
Energy laborservices et 33695265.06 42000000.00 No 4513060.17Technology
Co. Ltd. al.List of sale of goods/rendering of labor services
√Applicable □Non-applicable
281 / 309Ningbo Tuopu Group Co. Ltd. Annual Report 2025
Unit: Yuan Currency: RMB
Related party Content of related Amount incurred in Amount incurred intransaction the current period previous period
Tuopu Electrical Goods labor services
Appliances Co. Ltd. et al. 4033951.15 4832633.33
Ningbo Borgers Tuopu Goods labor services
Automobile Parts Co. et al. 22874395.34
Ltd.Ningbo Gloyel Motor
Technology Co. Ltd. Utilities 1755788.13 1338213.40
Notes to related-party transactions in the purchase and sale of goods rendering and acceptance of labor
services
√Applicable □Non-applicable
The Company’s daily related party transactions with Ningbo Gloyel New Energy Technology Co. Ltd.including its wholly-owned subsidiaries namely Linshui Gloyel Photovoltaic Technology Co. Ltd.Suining Gloyel Photovoltaic Technology Co. Ltd. Chongqing Gloyel Photovoltaic Technology Co.Ltd. Huainan Gloyel Photovoltaic Technology Co. Ltd. Liuzhou Gloyel Photovoltaic Technology Co.Ltd. Huzhou Gloyel Photovoltaic Technology Co. Ltd. and Xi’an Gloyel Photovoltaic Technology Co.Ltd.
(2). Related trusteeship management/contracting and entrusted management/outsourcing
List of trusteeship management/contracting of the Company:
□Applicable √Non-applicable
Related trusteeship/contracting
□Applicable √Non-applicable
List of entrusted management/outsourcing
□Applicable √Non-applicable
Related management/outsourcing
□Applicable √Non-applicable
(3). Related leases
The Company as lessor:
√Applicable □Non-applicable
Unit: Yuan Currency: RMB
Rental income
Name of tenant Kind of lease assets recognized in the current Rental income recognized
period in previous period
Ningbo Gloyel Houses and 198165.14 198165.14
Electric Motor structures
Technology Co.Ltd.Ningbo Gloyel Houses and 180091.74 308715.60
Intelligent structures
Technology Co.Ltd.
282 / 309Ningbo Tuopu Group Co. Ltd. Annual Report 2025
The Company as lessee:
√Applicable □Non-applicable
Unit: Yuan Currency: RMB
Prior
Perio
Current Period Amount d
Amo
unt
Simp Simp
lified lified
treat
ment Variab
treat
ment Variab
of le le
rental lease
of
payme rental
lease
Na Kind expe payme
me of nses nts not Intere
expe
includ st nses
nts not Intere
of lease for Incre for includ st
tena asset short ed in expen ased short ed in expen Increas
nt s -term the Rent se onmeasu lease right- -term
the Rent se on ed
lease remen paid liabili of-us lease
measu
remen paid
lease right-of
s and e s and liabili -use
lease t of tythe assum assets lease
t of ty assets
s of s of the assum
low- lease edliabilit low-
lease ed
value y (if value
liabilit
asset asset y (if
s (if applic s (if applic
appli able) appli able)
cable cable
))
Glo
yel
Elec Hou
tric sesand 37272 2545 31294 3633 11847(Nin struc 33.02 34.88 89.91 73.85 71.24gbo)
Co. tures
Ltd.Affiliated leases
□Applicable √Non-applicable
283 / 309Ningbo Tuopu Group Co. Ltd. Annual Report 2025
(4). Related guarantees
The Company as guarantor
√Applicable □Non-applicable
Unit：in 10000 Yuan Currency：RMB
Guaranteed party Guaranteedamount From Until
Whether the guarantee
has been fulfilled
Tuopu Poland 5764.85 Refer to Note (1) Refer to Note (1) No
Tuopu Mexico 9840.32 2023/11/1 2030/10/31 No
Tuopu Mexico 3923.68 2024/2/6 2029/7/15 No
Tuopu Mexico 26742.95 2023/11/15 2034/1/14 No
Tuopu
Component 10000.00 2025/6/1 2035/6/1
No
The Company as guaranteed party
□Applicable √Non-applicable
Notes to related guarantees
√Applicable □Non-applicable
(1) For smooth conduct of business operations in Europe Tuopu Poland sp.z.o.o ("Tuopu Poland")
is a wholly-owned subsidiary established by Tuopu Group in Poland in March 2021. It leases 7R
PROJEKT 35 Sp. z.o.o ("7R Project Company") customized industrial plants in Poland (including
office areas production areas and warehouses). According to business practice and actual needs the
Company provided performance bond for the said lease agreement and authorized the chairman or
authorized representative to sign the relevant guarantee. The total liability of the letter of guarantee must
not exceed 7 million euros and the maturity period covers the entire term of the said lease agreement
and five months after its expiration or termination but no later than August 1 2029.
(2) In order to expand its business in North America TUOPU GROUP MEXICOS.de R.L. de C.V
("Tuopu Mexico") a subsidiary of the Company has hired David Wolberg Peia Armando Arturo
González Gutiérrez a natural person and Alberto González Gutiérrez Adrián González Gutiérrez a
natural person Arturo González Gutiérrez Alberto González Gutiérrez and Adrián González Gutiérrez
natural persons (hereinafter collectively referred to as the "Lessors") and has concluded an agreement
with the legal representatives of the five aforementioned co-owners. A lease agreement has been signed
with Irma Garza Ita the legal representative of the five co-owners mentioned above. The agreement
provides for monthly rent payments beginning on November 1 2023 and ending after 84 months (i.e.October 31 2030). In view of the business practice and practical needs the Company provided
guarantee for the rent agreed in the said lease agreement and authorized the Chairman of the Board of
Directors or his authorized representative to sign the guarantee. The total liability of the guarantee will
not exceed USD14 million and the validity period of the guarantee covers the entire validity period of
the said lease agreement.
(3) In order to continue to expand its business in North America Tuopu Group Mexico Co. Ltd.
(hereinafter referred to as “Tuopu Mexico”) the Company’s subsidiary leased an industrial plant
located in Nuevo León Mexico from the lessor Banco Monex S.A. I.B.M. Monex Grupo Financiero
acting as Trustee of the Trust identified as F/3485 to serve as the trim parts plant of Tuopu Mexico’s
facility (hereinafter referred to as the “Trim Parts Plant”) for the production of automotive components.A lease agreement was entered into with the lessor on February 6 2024 for a term of five years. In
consideration of commercial practice and actual operational needs the Board of Directors approved the
Company to provide a guarantee for the rent payable under the aforementioned lease agreement by
means of standby letters of credit. The total amount of the two standby letters of credit is USD
5582293.20 representing 24 months of rent excluding taxes.
(4) To further facilitate its business expansion in North America TUOPU Mexico a subsidiary of
the Company leased an industrial plant located in Nuevo León Mexico from the lessor Banco
Actinver S.A. Institución de Banca Múltiple Grupo Financiero Actinver Terrafina to serve as the
Phase II Plant of Tuopu Mexico’s facility (hereinafter referred to as the “Phase II Plant”) for the
284 / 309Ningbo Tuopu Group Co. Ltd. Annual Report 2025
production of automotive components. A lease agreement was entered into with the lessor stipulating a
lease term from November 15 2023 to January 14 2034. In consideration of commercial practice and
actual operational needs the Company’s wholly-owned subsidiary Tuopu USA LLC provided a
guarantee for the rent and related taxes payable under the aforementioned lease agreement with the total
guaranteed liability not exceeding USD 35 million and the guarantee validity period covering the entire
term of the lease. Concurrently the Board of Directors approved the Company to deliver a standby letter
of credit issued by a commercial bank to the lessor as security for the lease of the Phase II Plant with the
standby letter of credit amount being USD 3047669.86 representing the first-year rent (including
related taxes) for the Phase II Plant. The total amount of the above guarantees amounted to USD
38047669.86.
(5) In consideration of commercial practice and actual circumstances the Company agreed to issue
a letter of guarantee in favor of an integrator (hereinafter referred to as the “Integrator”) with respect to
all liabilities incurred by its wholly-owned subsidiary Ningbo Tuopu Automotive Components Co. Ltd.(hereinafter referred to as “Tuopu Components”) in the course of business during the period from June
1 2025 to June 1 2035. The Integrator is a customer with whom Tuopu Components conducts business
and during the supply process Tuopu Components may incur potential payment obligations (such as
liquidated damages for failure to deliver goods in a timely manner compensation for potential product
quality issues etc.). The scope of guarantee liability under the aforesaid letter of guarantee covers the
principal debt interest liquidated damages compensation for losses and expenses incurred in the
enforcement of rights and remedies. The maximum guaranteed amount is RMB 100 million. The
guarantee period is six years commencing from the date when the performance periods of all guaranteed
debts have expired.
(5). Borrowed funds from related parties
□Applicable √Non-applicable
(6). Asset transfer and debt restructuring of related parties
□Applicable √Non-applicable
(7). Remuneration of key management members
√Applicable □Non-applicable
Unit：in 10000 Yuan Currency：RMB
Item Amount incurred in the current Amount incurred inperiod previous period
Remuneration from key
management members 2632.29 2332.37
(8). Other related-party transactions
□Applicable √Non-applicable
6. Accounts receivable and payable of related parties
(1). Items of receivable
√Applicable □Non-applicable
Unit: Yuan Currency: RMB
Balance at the end of the period Balance at the beginning of the
Item Related periodparty Book balance Bad debt Bad debtprovision Book balance provision
Tuopu
Accounts Electrical
receivable Appliances 1912607.38 95630.37 2273174.26 113658.71
Co. Ltd.
285 / 309Ningbo Tuopu Group Co. Ltd. Annual Report 2025
Ningbo
Accounts Gloyel
receivable Intelligent 161523.96 8076.20 174444.63 8722.23Technology
Co. Ltd.Ningbo
Accounts Gloyel
receivable Motor 489057.77 24452.89 906409.46 45320.47Technology
Co. Ltd.Ningbo
Other Gloyel
non-current Intelligent 711900.00 1277000.00
assets Technology
Co. Ltd.Ningbo
Other Gloyel
non-current Electric 504065.41
assets (Ningbo)
Co. Ltd.
(2). Items of payable
√Applicable □Non-applicable
Unit: Yuan Currency: RMB
Item Related party Book balance at the Book balance at theend of the period beginning of the period
Accounts payable Tuopu ElectricalAppliances Co. Ltd. 5043675.69 586818.66
Accounts payable Ninghai Jinxin
Packaging Co. Ltd. 6181785.13 5471650.30
Accounts payable Ninghai Zhonghao
Plastic Products Co. 8727040.73 14154856.30
Ltd.Accounts payable Ninghai Xidian
Qingqing Plastic 3728985.25 2838163.42
Factory
Accounts payable Ningbo Gloyel
Intelligent 27494592.47 17444441.53
Technology Co. Ltd.Accounts payable Ningbo Gloyel Motor
Technology Co. Ltd. 10508396.05 18858697.28
Accounts payable Ningbo Gloyel New
Energy Technology 2423277.04 580627.77
Co. Ltd.Accounts payable Chongqing Gloyel
Photovoltaic 838986.19
Technology Co. Ltd.Accounts payable Gloyel Electric
(Ningbo) Co. Ltd. 519920.67
Lease Gloyel Electric
liabilities(Including (Ningbo) Co. Ltd. 3597715.28 7070413.42
Current Portion)
286 / 309Ningbo Tuopu Group Co. Ltd. Annual Report 2025
(3). Other items
□Applicable √Non-applicable
7. Related party commitments
□Applicable √Non-applicable
8. Others
□Applicable √Non-applicable
XIV. Share-based payment
1. Equity instruments
(1)Details
□Applicable √Not applicable
(2)Stock options or other equity instruments issued and outstanding at the end of the period
□Applicable √Not applicable
2. Equity-settled share-based payments
□Applicable √Not applicable
3. Cash-settled share-based payments
□Applicable √Not applicable
4. Share-based payment expenses for the period
□Applicable √Not applicable
5. Modification and termination of share-based payment
□Applicable √Not applicable
6. Others
□Applicable √Not applicable
XVI. Commitments and Contingencies
1. Important commitments
√Applicable □Non-applicable
Important external commitments nature and amount on the balance sheet date
(1) The Company entered into a loan contract with the Export-Import Bank of China Ningbo
Branch on June 13 2024 with a loan facility of RMB 380.00 million under contract number (2024)
EXIM Bank (Ningbo Credit Facility) No. 1-057. As of December 31 2025 the outstanding balance of
long-term borrowings under this contract was RMB 377.00 million. The Company entered into a loan
contract with the Export-Import Bank of China Ningbo Branch on June 13 2024 with a loan facility of
RMB 120.00 million under contract number (2024) EXIM Bank (Ningbo Credit Facility) No. 1-058. As
of December 31 2025 the outstanding balance of long-term borrowings under this contract was RMB
117.00 million. The Company entered into a loan contract with the Export-Import Bank of China
Ningbo Branch on November 14 2024 with a loan facility of RMB 150.00 million under contract
number (2024) EXIM Bank (Ningbo Credit Facility) No. 1-149. As of December 31 2025 the
outstanding balance of long-term borrowings under this contract was RMB 149.00 million. The
Company entered into a loan contract with the Export-Import Bank of China Ningbo Branch on
November 14 2024 with a loan facility of RMB 150.00 million under contract number (2024) EXIM
Bank (Ningbo Credit Facility) No. 1-150. As of December 31 2025 the outstanding balance of
287 / 309Ningbo Tuopu Group Co. Ltd. Annual Report 2025
long-term borrowings under this contract was RMB 149.00 million. The Company entered into a loan
contract with the Export-Import Bank of China Ningbo Branch on December 25 2024 with a loan
facility of RMB 90.00 million under contract number (2024) EXIM Bank (Ningbo Credit Facility) No.
1-181. As of December 31 2025 the outstanding balance of long-term borrowings under this contract
was RMB 89.00 million. The Company entered into a loan contract with the Export-Import Bank of
China Ningbo Branch on December 25 2024 with a loan facility of RMB 210.00 million under
contract number (2024) EXIM Bank (Ningbo Credit Facility) No. 1-182. As of December 31 2025 the
outstanding balance of long-term borrowings under this contract was RMB 209.00 million. The
Company entered into a loan contract with the Export-Import Bank of China Ningbo Branch on
December 12 2025 with a loan facility of RMB 270.00 million under contract number (2025) EXIM
Bank (Ningbo Credit Facility) No. 1-129. As of December 31 2025 the outstanding balance of
short-term borrowings under this contract was RMB 270.00 million. The above borrowings are secured
by the mortgage of buildings and structures under guarantee contract numbers (2022) EXIM Bank
(Ningbo Maximum Amount Credit Mortgage) No. 1-001 (2022) EXIM Bank (Ningbo Maximum
Amount Credit Mortgage) No. 1-003 and (2024) EXIM Bank (Ningbo Maximum Amount Credit
Mortgage) No. 1-003. The original cost of the mortgaged buildings amounted to RMB 923574109.05
with a net carrying amount of RMB 548309790.03; the original cost of the mortgaged land amounted
to RMB 202898354.01 with a net carrying amount of RMB 153035201.63.
(2) The Company entered into a Master Acceptance Agreement for Bills with Ping An Bank Co.
Ltd. Ningbo Beilun Sub-branch under number PAB Ningbo Strategic Business Department II
Acceptance Master (2025) No. 006. As of December 31 2025 the Company paid bank acceptance bill
deposits of RMB 7740000.00 to Ping An Bank Co. Ltd. Ningbo Beilun Sub-branch and on this basis
issued bills payable in the amount of RMB 281609844.92.
(3) Based on the U.S. Customs bond requirements the Company entered into an Irrevocable Bank
Guarantee with Citibank on September 12 2023 in favor of AVALON RISK MANAGEMENT
INSURANCE AGENCY in an amount not exceeding USD 2800000 with guarantee number
69628907. The guarantee was amended for the first time on November 13 2024. As amended the
guarantee amount became USD 3500000 and the validity period of the guarantee was from November
18 2024 to August 15 2025. The guarantee stipulates that Citibank shall promptly pay upon receipt of
drafts complying with the terms of this guarantee with the payment amount not exceeding USD
3500000. The guarantee was amended for the second time on June 25 2025. As amended the
guarantee amount became USD 4600000 and the validity period of the guarantee was from June 25
2025 to June 15 2026. The guarantee stipulates that Citibank shall promptly pay upon receipt of drafts
complying with the terms of this guarantee with the payment amount not exceeding USD 4600000.
(4) Tuopu Automotive Electronics submitted Acceptance Bill Application Forms numbered PAB
Ningbo Acceptance Application (2025) No. 0012 PAB Ningbo Acceptance Application (2025) No.
0001 and PAB Ningbo Acceptance Application (2025) No. 0004 with Ping An Bank Co. Ltd. Ningbo
Branch. As of December 31 2025 the Company paid bank acceptance bill deposits of RMB
2700010.00 to the bank and on this basis issued bills payable in the amount of RMB 53881431.27.
(5) Tuopu Automobile Parts entered into a Master Agreement for Issuance of Domestic Letters
of Credit with Bank of Ningbo Co. Ltd. Beilun Sub-branch under number 05100KL25CFB987. As of
December 31 2025 under the aforesaid agreement the Company had issued letters of credit in the
amount of RMB 100000000.00 with Bank of Ningbo Co. Ltd. Beilun Sub-branch.
(6) Tuopu Automobile Parts entered into a Bill Pool Business Cooperation Agreement with China
Industrial Bank Co. Ltd. Ningbo Branch under number MJZH20250819000037 and a Maximum
Amount Pledge Contract under number MJZH20250819000038. As of December 31 2025 the
Company paid bank acceptance bill deposits of RMB 199498892.43 to the bank and on this basis
issued bills payable in the amount of RMB 790398519.74.
(7) Tuopu Automobile Parts entered into a Bill Pool Business Cooperation and Bill Pledge
Agreement with Bank of Ningbo Co. Ltd. Beilun Sub-branch under number 05101PC20188002 and
entered into a supplemental agreement thereto on November 7 2018 under the same number. As of
December 31 2025 bank acceptance bills pledged amounted to RMB 98906103.25. In addition the
Company paid bank acceptance bill deposits of RMB 24935384.03 to the bank and on this basis
issued bills payable in the amount of RMB 179001622.05.
(8) Tuopu Automobile Parts entered into a Bill Pool Business Cooperation Agreement with
China CITIC Bank Corporation Limited Ningbo Branch under number ZM Asset Pool (2024) No.
0109001 and a Bill Pledge Contract under number Shouyin Ningbo Maximum Amount Pledge (2024)
288 / 309Ningbo Tuopu Group Co. Ltd. Annual Report 2025
No. 0109001. As of December 31 2025 bank acceptance bills pledged amounted to RMB
1095884202.87. In addition the Company paid bank acceptance bill deposits of RMB 41869494.24
to the bank and on this basis issued bills payable in the amount of RMB 556215809.70.
(9) Tuopu Automobile Parts entered into an Asset Pool Business Cooperation Agreement with
China Zheshang Bank Co. Ltd. Ningbo Beilun Sub-branch under number 33100000 Zheshang Asset
Pool Zi (2025) No. 00754 and an Asset Pool Pledge Guarantee Contract under number 33100000
Zheshang Asset Pool Pledge Zi (2025) No. 00755. As of December 31 2025 interest income of RMB
0.31 remained in the margin account opened by Tuopu Components with China Zheshang Bank.
(10) TUOPU VIBRO-ACOUSTICS entered into an Asset Pool Draft Issuance Express Agreement
with Bank of Ningbo Co. Ltd. Ningbo Beilun Sub-branch under number 05100AT22BFN865 Bank of
Ningbo Asset Pool (2019) No. 051 and an Asset Pool Business Cooperation and Pledge Agreement
under number 0510100015480 Bank of Ningbo Asset Pool Zi (2019) No. 031. As of December 31 2025
bank acceptance bills pledged amounted to RMB 169946237.25. In addition the Company paid bank
acceptance bill deposits of RMB 208821573.67 to the bank and on this basis issued bills payable in
the amount of RMB 349412188.53.
(11) TUOPU VIBRO-ACOUSTICS entered into a bill pool business cooperation agreement with
China Zheshang Bank Co. Ltd. Ningbo Beilun Sub-branch under number 33100000 Zheshang Bill
Pool Zi (2017) No. 01472 an asset pool business cooperation agreement under number 33100000
Zheshang Asset Pool Zi (2017) No. 01472 and an asset pool pledge guarantee contract under number
33100000 Zheshang Asset Pledge Zi (2017) No. 01473. As of December 31 2025 bank acceptance bills
pledged amounted to RMB 402213369.25. In addition the Company paid bank acceptance bill deposits
of RMB 32992345.26 to the bank and on this basis issued bills payable in the amount of RMB
499270354.67.
(12) TUOPU VIBRO-ACOUSTICS entered into a bill pool business cooperation agreement with
China Industrial Bank Co. Ltd. Ningbo Branch under number MJZH20251011001022 and a
maximum amount pledge contract under number MJZH20251011001023. The maximum principal
amount of pledge under this contract is RMB 800000000.00. As of December 31 2025 bills payable in
the amount of RMB 105993785.37 had been issued.
(13) TUOPU VIBRO-ACOUSTICS entered into a credit facility contract with China Guangfa
Bank Co. Ltd. Ningbo Branch under number (2025) Yong Yin Zong Shou E Zi No. 000108 and a
maximum amount margin pledge contract under number (2025) Yong Yin Zong Shou E Zi No.
000108-Guarantee 01. The maximum principal balance of the secured claims under such contract is
RMB 650000000.00. As of December 31 2025 bills payable in the amount of RMB 50000000.00
had been issued.
(14) In 2025 TUOPU VIBRO-ACOUSTICS entered into a procurement contract with Ningbo
Tuopu Group Co. Ltd. under contract number SX2025010101. On June 26 2025 the Company entered
into a letter of credit with China Construction Bank Corporation Ningbo Beilun Branch in favor of
Ningbo Tuopu Group Co. Ltd. in the amount of RMB 50000000.00 with the letter of credit number
being NP009BL000038200. As of December 31 2025 the outstanding balance of the letter of credit was
RMB 50000000.00.
(15) On January 13 2025 TUOPU VIBRO-ACOUSTICS entered into a procurement contract for
front door opening limiters with Ningbo Tuopu Group Co. Ltd. under contract number TPSX20240106.On June 4 2025 the Company entered into a letter of credit with China Merchants Bank Co. Ltd.Ningbo Branch in favor of Ningbo Tuopu Group Co. Ltd. in the amount of RMB 130000000.00 with
the letter of credit number being LC5742500733. As of December 31 2025 the outstanding balance of
the letter of credit was RMB 130000000.00.
(16) TUOPU VIBRO-ACOUSTICS for business purposes maintains a margin account with Bank
of Ningbo for the purpose of order-linked foreign exchange settlement. As of December 31 2025
interest income of USD 31.83 (equivalent to RMB 223.73) remained in the account.
(17) Tuopu Electromechanical entered into the agreement terms for the issuance of bank
acceptance bills with Shanghai Pudong Development Bank Co. Ltd. Ningbo Branch under agreement
number KJYC2024080700000015. As of December 31 2025 it had issued bills payable in the amount
of RMB 68401447.40.
(18) On January 1 2025 Tuopu Electromechanical entered into a procurement contract with
Ningbo Tuopu Automotive Electronics Co. Ltd. under contract number JD2025010101. On June 4
2025 the Company entered into a letter of credit with Bank of Ningbo Co. Ltd. in favor of Ningbo
Tuopu Automotive Electronics Co. Ltd. in the amount of RMB 70000000.00 with the letter of credit
289 / 309Ningbo Tuopu Group Co. Ltd. Annual Report 2025
number being DL0110225A00658. As of December 31 2025 the outstanding balance of the letter of
credit was RMB 70000000.00.
(19) On July 19 2023 Tuopu Poland entered into a bank guarantee with Citibank in respect of
customs duties arising from trade in an amount not exceeding PLN 2500000.00 with the guarantee
number being GC23-2000001. As of December 31 2025 the Company had paid guarantee deposits of
PLN 2500000.00 (approximately equivalent to RMB 4874339.53) to Bank of China.
2. Contigencies
(1). Important contingencies existing on the balance sheet date
□Applicable √Non-applicable
(2). Even if the Company has no important contingencies to be disclosed also state:
□Applicable √Non-applicable
3. Others
□Applicable √Non-applicable
XVI. Events after the Balance Sheet Date
1. Important non-adjusting events
□Applicable √Non-applicable
2. Profit distribution
√Applicable □Non-applicable
Unit: Yuan Currency: RMB
Proposed distribution of profits or 851539434.2
dividends
Profits or dividends declared after
deliberation and approval
In accordance with the profit distribution proposal for 2025 which was reviewed and approved during
the 31st Meeting of the Fifth Session of the Company's Board of Directors on March 23 2026 the
Company intends to allocate a cash dividend of RMB 4.90 (tax included) for every 10 shares to all
shareholders recorded as of the shareholding registration date for the equity distribution. This proposal is
based on the number of shares registered on that date. The aforementioned profit distribution proposal is
pending submission for consideration at the Company's 2025 annual general meeting.
3. Sales return
□Applicable √Non-applicable
4. Notes to Other Events after the Balance Sheet Date
□Applicable √Non-applicable
XVIII. Other Significant Events
1. Correction of previous accounting errorsFor details refer to the “Analysis and Explanation of Reasons for and Impacts of Changesin Accounting Policies Changes in Accounting Estimates or Corrections of MaterialAccounting Errors” under “Important Matters”.
(2). Prospective application
□Applicable √Non-applicable
290 / 309Ningbo Tuopu Group Co. Ltd. Annual Report 2025
2. Debt restructuring
□Applicable √Non-applicable
3. Replacement of assets
(1). Exchange of non-monetary assets
□Applicable √Non-applicable
(2). Exchange of other assets
□Applicable √Non-applicable
4. Annuity plan
□Applicable √Non-applicable
5. Discontinuing operation
□Applicable √Non-applicable
6. Segment information
(1). Determination basis and accounting policies of the reportable segment
□Applicable √Non-applicable
(2). Financial information of the reportable segment
□Applicable √Non-applicable
(3). If the Company has no reportable segments or cannot disclose the total assets and total
liabilities of individual reportable segment state the reason
√Applicable □Non-applicable
The primary focus of the Company lies in the research development of automotive components.There are no identifiable elements within the Company's consolidation scope that can offer a distinct or
related set of products or services nor do they bear different risks and rewards. In the increasingly
global automotive parts market while the Company has established production and sales operations in
several countries outside of the People's Republic of China these foreign subsidiaries remain closely
linked to domestic entities. Consequently there are no identifiable components within the Company
capable of delivering products or services independently in a specific economic context.Therefore it can be concluded that the Company lacks any distinct business or geographical
segments.
(4). Other notes
□Applicable √Non-applicable
7. Other significant transactions and event that have an impact on investors' decisions
□Applicable √Non-applicable
8. Others
□Applicable √Non-applicable
XIX. Notes to the Main Items of the Financial Statements of the Parent Company
1. Accounts receivable
(1). Disclosure by age
√Applicable □Non-applicable
291 / 309Ningbo Tuopu Group Co. Ltd. Annual Report 2025
Unit: Yuan Currency: RMB
Age Book balance at the end of the Book balance at the beginning ofperiod the period
Within 1 year(including 1 year) 2574145382.76 2645270095.00
Including: within 1 year 2574145382.76 2645270095.00
1 to 2 years 266009079.14 143298790.33
2 to 3 years 83658648.35 55892076.76
Over 3 years 20630926.58 21382980.04
3 to 4 years
4 to 5 years
Over 5 years 9332416.37 25038286.15
Total 2953776453.20 2890882228.28
292 / 309Ningbo Tuopu Group Co. Ltd. Annual Report 2025
(2). Disclosure by provision for bad debts
√Applicable □Non-applicable
Unit: Yuan Currency: RMB
Balance at the End of the Period Balance at the Beginning of the Period
Book Balance Bad Debt Book Balance Bad DebtProvision Provision
A A
cc cc
ru ru
Cate ed
gory Per Pr Book Per
ed
Pr Book
Amount cen op Value Amount cen Valuetag Amount ort tag Amount
op
e e ort
(%) ion (%)
io
n
((
%%
))
Bad
debt
prov
isio
n
accr
ued
base
d on
sing
le
item
Including:
Bad
debt
prov
isio
n
accr 29537764 100. 2021167 6.8 27516597 28908822 100. 2012290 6.9 26896531
ued 53.20 00 43.88 4 09.32 28.28 00 80.98 6 47.30
base
d on
port
folio
s
Including:
293 / 309Ningbo Tuopu Group Co. Ltd. Annual Report 2025
Bad
debt
prov
isio
n
accr
ued 29537764 100. 2021167 6.8 27516597 28908822 100. 2012290 6.9 26896531
base 53.20 00 43.88 4 09.32 28.28 00 80.98 6 47.30
d on
agin
g
port
folio
s
Total 29537764 100. 2021167 27516597 28908822 100. 2012290 2689653153.20 00 43.88 09.32 28.28 00 80.98 47.30
294 / 309Ningbo Tuopu Group Co. Ltd. Annual Report 2025
Bad debt provision accrued based on single item:
□Applicable √Non-applicable
Bad debt provision accrued based on combinations
√Applicable □Non-applicable
Accrued items based on combinations: accounts receivable with bad debt provision by aging portfolio
Unit: Yuan Currency: RMB
Balance at the End of the Period
Name Accounts Receivable Bad Debt Provision AccruedProportion(%)
Within 1 year 2574145382.76 128707269.14 5.00
1 to 2 years 266009079.14 26600907.91 10.00
2 to 3 years 83658648.35 25097594.51 30.00
3 to 5 years 20630926.58 12378555.95 60.00
Over 5 years 9332416.37 9332416.37 100.00
Total 2953776453.20 202116743.88
Description of bad debt provision by portfolio:
□Applicable √Not Applicable
Provision for bad debts based on general model of expected credit losses
□Applicable √Not applicable
Description of significant changes in the carrying amount of accounts receivable for which changes in
the allowance for losses occurred during the period:
□Applicable √Not applicable
(3). Bad debt provision
√Applicable □Non-applicable
Unit: Yuan Currency: RMB
Balance at the Amount Changed in the Current Period Balance at the
Category Beginning of the Provision Withdrawal Other End of thePeriod or Reversal Write-off Changes Period
Bad debt
provision
accrued 201229080.98 887662.90 202116743.88
based on
portfolios
Total 201229080.98 887662.90 202116743.88
Significant withdrawal or reversal amount of provision for bad debts in the current period:
□Applicable √Non-applicable
(4). Accounts receivable actually written off in the current period
□Applicable √Non-applicable
Of which significant accounts receivable write-offs
□Applicable √Non-applicable
Write-off of significant accounts receivable
□Applicable √Non-applicable
(5). Accounts receivable of the top five closing balances collected by debtors
√Applicable □Non-applicable
295 / 309Ningbo Tuopu Group Co. Ltd. Annual Report 2025
Unit: Yuan Currency: RMB
As a
percentage
Balance of Balance of
Balance of of total
accounts balance of Balance of bad
Name of accounts contractassets at the receivable and accounts debt provisionEntity receivable at the end of the contract assets at receivable at the end of theend of the period period the end of the and contract periodperiod assets at the
end of the
period (%)
No.1 727401185.87 727401185.87 24.63 36370059.29
No.2 322185402.15 322185402.15 10.91 19909092.96
No.3 242448406.74 242448406.74 8.21 12122420.34
No.4 238832311.89 238832311.89 8.08 42976250.47
No.5 190275671.01 190275671.01 6.44 9513783.55
Total 1721142977.66 1721142977.66 58.27 120891606.61
Other notes:
□Applicable √Non-applicable
2. Other Receivables
Presentation of items
√Applicable □Non-applicable
Unit: Yuan Currency: RMB
Item Balance at the end of the Balance at the beginning ofperiod the period
Interest receivable
Dividend receivable
Other Receivables 280001682.34 149728635.35
Total 280001682.34 149728635.35
Other Notes:
□Applicable √Non-applicable
Interest receivable
(1). Category of interest receivable
□Applicable √Non-applicable
(2). Important late payment interest
□Applicable √Non-applicable
(3) Disclosure by bad debt accrual method
□Applicable √Non-applicable
Provision for bad debts is made on a single item basis:
□Applicable √Non-applicable
Note to provision for bad debts is made on a single item basis:
□Applicable √Non-applicable
296 / 309Ningbo Tuopu Group Co. Ltd. Annual Report 2025
Provision for bad debts by portfolio:
□Applicable √Non-applicable
(4). Provision for bad debts based on the general model of expected credit losses
□Applicable √Not applicable
Note to significant changes in the book amount of interest receivable for which changes in the allowance
for losses occurred during the period:
□Applicable √Not applicable
(5) Provision for bad debts
□Applicable √Not applicable
Of which the amount of bad debt provision recovered or reversed during the period is significant:
□Applicable √Not applicable
(6) Interest receivable written off during the period
□Applicable √Not applicable
Of which significant write-off of interest receivable
□Applicable √Not applicable
Note to write-offs:
□Applicable √Not applicable
Other notes:
□Applicable √Not Applicable
Dividend Receivable
(7).Dividends receivable
□Applicable √Not applicable
(8).Significant dividends receivable with an age of more than one year
□Applicable √Not applicable
(9).Disclosure by bad debt accrual method
□Applicable √Not applicable
Provision for bad debts is made on a single item basis:
□Applicable √Not applicable
Note to provision for bad debts is made on a single item basis:
□Applicable √Not applicable
Note to provision for bad debts by portfolio
□Applicable √Not applicable
(10).Provision for bad debts based on the general model of expected credit losses.
□Applicable √Not applicable
Note to significant changes in the carrying amount of dividends receivable for which changes in the
297 / 309Ningbo Tuopu Group Co. Ltd. Annual Report 2025
allowance for losses occurred during the period:
□Applicable √Not applicable
(11).Provision for bad debts
□Applicable √Not applicable
Of which the amount of bad debt provision recovered or reversed during the period is significant:
□Applicable √Not applicable
(12).Dividends receivable written off during the period
□Applicable √Not applicable
Dividends receivable written off of which the amount is significant:
□Applicable √Not applicable
Note to write-offs:
□Applicable √Not applicable
Other notes:
□Applicable √Not applicable
Other receivables
(13).Disclosure by aging
√Applicable □Not applicable
Unit: Yuan Currency: RMB
Aging Book Balance at the End of the Book Balance at the BeginningPeriod of the Period
Within 1 year(including 1 year) 185993298.49 31727480.11
Including: within 1 year 185993298.49 31727480.11
1 to 2 years 20119243.91 38615000.00
2 to 3 years 38298000.00 87605000.00
Over 3 years 145980323.13 58776323.13
3 to 4 years
4 to 5 years
Over 5 years 99000.00 99000.00
Total 390489865.53 216822803.24
(14).Disclosure by provision for bad debts
√Applicable□Non-applicable
Unit: Yuan Currency: RMB
Nature of Funds Book balance at the end of the Book balance at the beginning
period of the period
Temporary borrowings 385975402.24 207951543.91
Petty cash funds 870200.00 1147700.00
Security deposit 1016534.00 6209250.00
Others 2627729.29 1514309.33
Total 390489865.53 216822803.24
(15).Provision for bad debts
√Applicable □Non-applicable
298 / 309Ningbo Tuopu Group Co. Ltd. Annual Report 2025
Unit: Yuan Currency: RMB
Phase 1 Phase 2 Phase 3
Expected Expected credit Expected creditBad Debt credit loss in loss throughout the loss throughout the TotalProvision the next 12 duration (no credit duration (credit
months impairment impairment hasoccurred) occurred)
Balance on
January 1 2025 67094167.89 67094167.89
Balance of the
current period on
January 1 2025
--Transfer to
Phase 2
--Transfer to
Phase 3
--Transfer to
Phase 2
--Transfer to
Phase 1
Provision made
in the current 43394015.30 43394015.30
period
Reversal in the
current period
Write-off in the
current period
Write-off in the
current period
Other changes
Balance on
December 31 110488183.19 110488183.19
2025
Notes to significant changes in the book balance of other receivables that have changed in the current
period:
□Applicable √Non-applicable
Amount of bad debt provision in the current period and the basis for assessing whether the credit risk of
financial instruments has increased significantly:
□Applicable √Non-applicable
(16).Particulars of bad debt provision
√Applicable □Non-applicable
Unit: Yuan Currency: RMB
Balance at the mount Changed in the Current Period Balance at the
Category Beginning of Provision Withdrawal Other End of thethe Period or Reversal Write-off Changes Period
Accounts
receivable
with bad 67094167.89 43394015.30 110488183.19
debt
299 / 309Ningbo Tuopu Group Co. Ltd. Annual Report 2025
accrued
based on
aging
portfolio
Total 67094167.89 43394015.30 110488183.19
Bad debt provision in the current period with significant amount of withdrawal or reversal:
□Applicable √Non-applicable
(17).Particulars of other receivables actually written off in the current period
□Applicable √Non-applicable
Of which significant other receivables are written off:
□Applicable √Not Applicable
Description of other receivables written off:
□Applicable √Not applicable
(18).Particulars of other receivables of the top five closing balances collected by debtors
√Applicable □Non-applicable
Unit: Yuan Currency: RMB
Proportion in
Balance at the total other Balance of bad
Name of Unit end of the receivables at Nature of Aging debt provision
period the end of the funds at the end of
period (%) the period
Tuopu Poland Temporary
sp.z.o.o 235975402.24 60.43 borrowings Note 102068112.53
Ningbo Tuopu Related
Automotive Party Within 1
Electronics Co. 135000000.00 34.57 Transactions year 6750000.00
Ltd.Ningbo Tuopu Related
IMP & EXP 15000000.00 3.84 Party Within 1year 750000.00Corp Transactions
Zhejiang Huali
Futong Deposits
Investment Co. 1000000.00 0.26 and 3-4 years 600000.00
Ltd. Guarantees
Chen Dejie 210000.00 0.05 Other Within 1year 10500.00
Total 387185402.24 99.15 / / 110178612.53
Note: The amount for less than 1 year is RMB 24754470.78 for 1-2 years it is RMB
38265000.00 for 2-3 years it is RMB 86328000.00 and for 3-4 years it is RMB 58604073.13.
(19).Accounts receivable related to government subsidies
□Applicable √Non-applicable
Other notes:
□Applicable √Non-applicable
3. Long-term equity investments
√Applicable □Non-applicable
300 / 309Ningbo Tuopu Group Co. Ltd. Annual Report 2025
Unit: Yuan Currency: RMB
Balance at the end of the period Balance at the beginning of the period
Item Book Impairme Book value Book Impairmebalance nt balance nt Book value
provision provision
Investmen
ts in 17032045792. 17032045792. 15197879792. 15197879792.86 86 86 86
subsidiarie
s
Investmen
ts in joint
ventures 105254429.52 105254429.52 96732684.19 96732684.19
and
associates
Total 17137300222. 17137300222. 15294612477. 15294612477.38 38 05 05
(1). Investments in subsidiaries
√Applicable □Non-applicable
Unit: Yuan Currency: RMB
Increase or decrease during the period
Openin Balanc
g e at the
Opening balance Closing end of
Invested balance of Additions Decrease Provisito in on for Oth balance
the
Entity (book provisi period
value) on for investmen investme impair er
(book
ts nts ment value)
of
impair impair
ment mentprovisi
on
Tuopu Imp&E 198081940 198081940
xp .48 .48
Tuopu
Automobile 196984594 196984594.91 .91
Parts
TUOPU
VIBRO-ACO 199685004 199685004.03 .03
USTICS
Yantai Tuopu 62800000. 62800000.00 00
Liuzhou 100000000 100000000
Tuopu .00 .00
Shenyang 10000000. 10000000.Tuopu 00 00
USHONE
ELECTRONI 50000000. 50000000.00 00
C CHASSIS
Ningbo 31210000. 31210000.Qianhui 00 00
Sichuan Tuopu 20000000. 20000000.00 00
301 / 309Ningbo Tuopu Group Co. Ltd. Annual Report 2025
Wuhan Tuopu 150000000 150000000.00 .00
Pinghu Tuopu 208000000 208000000.00 .00
Shanghai 121000000 1210000
Towin .00 00.00
Tuopu
Industrial 20000000. 20000000.00 00
Automation
Tuopu 165800000 34700000. 200500000
Investment .00 00 .00
USHONE 4200000.0 300000.00 4500000.0E-commerce 0 0
Tuopu 7311546.0 7311546.0
International 8 8
Baoji Tuopu 45900000. 4100000.0 50000000.00 0 00
Taizhou Tuopu 100000000 100000000.00 .00
Tuopu
Automobile 25000000 2500000000.00 00.00
Electronics
Jinzhong 8000000.0 8000000.0
Tuopu 0 0
Shenzhen 20000000. 20000000.Towin 00 00
TUOPU DO 80776216. 80776216.BRASIL 50 50
Zhejiang 571320000 571320000
Towin .00 .00
Suining Tuopu 290000000 290000000.00 .00
Hunan Tuopu 722590000 722590000.00 .00
Tuopu USA 35091204. 35091204.LLC 56 56
Tuopu Chassis 514900000 514900000.00 .00
Tuopu
Thermal 40138000 26000000 4273800000.00 0.00 00.00
Management
Huzhou Tuopu 190000000 10000000. 200000000.00 00 .00
Tuopu Poland 18000000. 18000000.00 00
SHANGHAI 16500000. 16500000.TUOPUYALE 00 00
Xi’an Tuopu 172624671 10266000. 182890671.00 00 .00
NINGBO
USHONE 250000000 23950000 489500000
TECHNOLOG .00 0.00 .00
Y
Chongqing 450200000 25000000. 475200000
Chassis .00 00 .00
Skateboard 23920100 30000000 26920100
Chassis 00.00 0.00 00.00
Anhui Tuopu 269700000 22000000. 291700000.00 00 .00
302 / 309Ningbo Tuopu Group Co. Ltd. Annual Report 2025
Chongqing 18583223. 18583223.Tuopu 89 89
Tuopu Mexico 887040000 49500000 13820400.00 0.00 00.00
Jinan Tuopu 20800000. 8300000.0 29100000.00 0 00
Henan Tuopu 7200000.0 32500000. 39700000.0 00 00
Ningbo
Automotive 57771391. 57771391.41 41
Trim
Tuopu Drive 57000000. 57000000.00 00
Wuhu Drive 45650000 4565000000.00 .00
Total 15197879 19551660 1210000 17032045792.86 00.00 00.00 792.86
303 / 309Ningbo Tuopu Group Co. Ltd. Annual Report 2025
(2). Investments in joint ventures and associates
√Applicable □Non-applicable
Unit: Yuan Currency: RMB
Decrease/Increase in the current period
Adj
ust Balan
Balance Cash Balance ce of
at the Inv
Inv Investme men
est nt profit t on Other divide Provis at the impair
Investe Beginni est me and loss othe chan nds or ion End of ment
d ng of the ment nt recogniz r ges
profit for Ot the provis
Entity Period(b Inc De ed under com in
declar impair
ed to ment her
Period(b ion at
ook cre the preh equit ook the
value) rea ase equity ensi y distrib accrue value) end ofsed d method ve ute d the
inco period
me
I. Joint ventures
Tuopu
Electri 967326 435217 3500 105254
cal 84.19 45.33 0000. 429.52
Applia 00
nces
Subtot 967326 435217
3500
84.1945.330000.
105254
al 00 429.52
II. Associates
Subtot
al
Total 967326 435217
3500
84.1945.330000.
105254
00429.52
304 / 309Ningbo Tuopu Group Co. Ltd. Annual Report 2025
(3).Impairment test of long-term equity investments
□ Applicable √ Not applicable
4. Operating income and operating cost
(1). Particulars on operating income and operating cost
√Applicable□Not applicable
Unit: Yuan Currency: RMB
Item Amount incurred in the current period Amount incurred in previous periodIncome Cost Income Cost
Main business operations 8030287420.92 6154662894.31 7767565077.41 5924322701.09
Other business operations 970852599.47 645395069.47 810631788.08 544363779.07
Total 9001140020.39 6800057963.78 8578196865.49 6468686480.16
(2). Particulars on breakdown of operating income and cost
□Applicable √Non-applicable
Other notes
□Applicable √Non-applicable
(3). Notes to discharge of obligations
□Applicable √Non-applicable
(4). Notes to allocation to remaining discharge of obligations
□Applicable √Non-applicable
(5). Significant Contract Changes or Significant Transaction Price Adjustments
□Applicable √Non-applicable
305 / 309Ningbo Tuopu Group Co. Ltd. Annual Report 2025
5. Investment income
√Applicable □Non-applicable
Unit: Yuan Currency: RMB
Item Amount incurred in the current period Amount incurred in previous period
Long-term equity investment income measured by cost method 1082439275.82
Long-term equity investment income measured by equity 43521745.33 45857248.62
method
Investment income from disposal of long-term equity
investment
Investment income of trading financial assets during the
holding period
Dividend income from other equity instrument investments
during the holding period
Interest income from debt investment during the holding period
Interest income from other debt investments during the holding
period
Investment income from disposal of trading financial assets
Investment income from the disposal of other equity instrument
investments
Investment income from disposal of debt investments
Investment income from the disposal of other debt investments
Income from debt restructuring
Investment income from wealth management products 25061232.65 38441251.62
Total 1151022253.80 84298500.24
6. Others
□Applicable √Non-applicable
XX. Additional Data
1. Current non-recurring profit and loss schedule
√Applicable □Non-applicable
Unit: Yuan Currency: RMB
306 / 309Ningbo Tuopu Group Co. Ltd. Annual Report 2025
Item Amount Note
Gains and losses on disposal of non-current assets including the elimination of
the provision for asset impairment. -3192523.05
Government grants recognized in profit or loss for the current period except for
government grants that are closely related to the Company's normal business
operations in compliance with national policies and in accordance with defined 175836244.04
criteria and that have a continuous impact on the Company's profit or loss
Gains and losses arising from changes in the fair value of financial assets and
financial liabilities held by non-financial enterprises and gains and losses
arising from the disposal of financial assets and financial liabilities except for 25061232.65
effective hedging business related to the Company's normal operating business
Capital occupancy fees charged to non-financial enterprises recognized as
current profit or loss
Gains and losses on entrusted investment or asset management
Gains and losses on entrusted external loans
Losses on assets due to force majeure factors such as natural disasters
Reversal of provision for impairment of receivables individually tested for
impairment 1752562.00
Gain arising from the excess of the cost of investment in subsidiaries associates
and joint ventures over the fair value of the investee's identifiable net assets at -3192523.05
the time of investment acquisition
Net profit or loss of subsidiaries for the period from the beginning of the period
to the date of consolidation arising from a business combination under the same
control
Gain or loss on exchange of non-monetary assets
Gains or losses on debt restructuring
One-time costs incurred by the enterprise due to the fact that the relevant
operating activities are no longer continuing such as expenditures for the
relocation of employees
One-time impact on current profit or loss due to adjustments in tax accounting
and other laws and regulations
One-time recognition of share-based payment expenses due to cancellation or
modification of equity incentive plans
For cash-settled share-based payments gains or losses arising from changes in
the fair value of employee compensation payable after the feasible date of
307 / 309Ningbo Tuopu Group Co. Ltd. Annual Report 2025
entitlement
Gains or losses arising from changes in the fair value of investment properties
subsequently measured using the fair value model
Gains or losses arising from transactions where the transaction price is
significantly less than fair value
Gains or losses arising from contingencies unrelated to the Company's normal
business operations
Custodian fee income from entrusted operations
Non-operating income and expenses other than those listed above 287717.12
Other items of gains and losses that meet the definition of non-recurring gains
and losses
Less: Income tax effect 31807607.73
Minority interests impact amount (after tax) -60531.44
Total 167998156.47
For non-recurring profit and loss items that the Company has recognized as non-recurring profit and loss items not listed in "Interpretative Announcement for
Information Disclosure of Companies Issuing Securities No. 1 - Non-recurring Profit and Loss" and the amount of which is material as well as items defined as
non-recurring profit and loss in "Interpretative Announcement for Information Disclosure of Companies Issuing Securities No. 1 - Non-recurring Profit and Loss"
state the reasons.□Applicable √Non-applicable
Other notes
□Applicable √Non-applicable
2. ROE and EPS
√Applicable □Non-applicable
EPS
Profit for the reporting period Weighted Average ROE (%)
Basic EPS Diluted EPS
Net profit attributable to common shareholders of
the Company 12.37 1.61 1.61
Net profit attributable to common shareholders of
the Company after deducting non-recurring gains 11.66 1.51 1.51
and losses
308 / 309Ningbo Tuopu Group Co. Ltd. Annual Report 2025
3. Differences between international and Chinese accounting standards
□Applicable √Non-applicable
4. Others
□Applicable √Non-applicable
President: Wu Jianshu
Date of Submission to Board of Directors: March 23 2026
Revisions
□Applicable √Non-applicable
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