Stock Code: 601689

Abbr.: Tuopu Group

Ningbo Tuopu Group Co., Ltd. Annual Report 2025

RTJOPU拓普

March 2026

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realized a net profit at RMB 2,177,193,151.82 in 2025, after a statutory surplus reserve at RMB 217,719,315.18 is withdrawn at 10% of the realized net profit, the profit available for distribution in the year is RMB 1,959,473,836.64; with the undistributed profit at the beginning of the year at RMB 4,370,987,446.09 added, and the cash dividends at RMB 901,936,666.03 distributed in 2025 deducted, the cumulative profit available for distribution at the end of 2025 is RMB 5,428,524,616.70.

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 1,737,835,580. The net profit attributable to ordinary shareholders of the listed company in the consolidated financial statements for 2025 was RMB 2,779,071,103.34. The total cash dividend proposed to be distributed is RMB 851,539,434.20 (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, 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 development of the Company and the realization of its business objectives herein.Refer to “Section 3 Discussion and Analysis of Operation Conditions”

XI. Others

□ Applicable √ Not applicable

Contents

Section 1 Definitions....5

Section 2 Company Profile and Key Financial Indicators....5

Section 3 Management Discussion and Analysis....11

Section 4 Corporate Governance, Environment and Society....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 of Documents Available for Reference Financial statements affixed with the signatures and seals of the legal representative of the Company, the officer in charge of accounting work and accounting institution. Original audit report affixed with the seal of the accounting firm and the signature and seal of CPAs. All original company documents and announcements disclosed on the website designated by CSRC during the reporting period.

Section 1 Definitions

I. Definitions

Section 2 Company Profile and Key Financial Indicators

I. Company Information

II. Contact Person and Contact Information

III. General Information Summary

IV. Information Disclosure and Location

V. Overview of Stock Information

VI. Other Related Information

VII. Key Accounting Data and Financial Indicators over the Past Three Years

(1) Key Accounting Data

Unit：Yuan Currency：RMB

(2) Key Financial Indicators

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 1,162,775,947 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 646,503,426.53 was distributed, and 523,249,176 shares were capitalized. Following this capitalization, the Company’s total share capital became 1,686,025,109 shares.

Unit：Yuan Currency：RMB

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

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

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

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

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

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.

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 therma 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, 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 functiona 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 contro 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 8,000N, 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 1,500Nm, 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.

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 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 structura 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 professiona 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

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 by approximately 25%. It has now established three core technical advantages: “rapid response, precise regulation, 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.

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 500,000 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 + Management IT-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 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 achieving the goal of zero-carbon factories, thereby contributing to the goals of “peak carbon emissions and carbon neutrality.”

(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 the progress of the matter. For details, please refer to the Company’s “Announcement on the Planning of Issuing 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 30,000 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.

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 4,000 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 mechanica 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

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 a high competitive barrier. The Company provides strategic customers with “rapid response and full cooperation” 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,

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.

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 to the principle of “knowing and assigning people according to their abilities, and selecting the virtuous and 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 financia 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 and other laws and regulations. It is investor-centric, consistently upholding the principle of “respecting, protecting, 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

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

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.

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

Note: Originally referred to as "electric drive system". The same below.

(2). Analysis of production output and quantity sold

√Applicable □Non-applicable

(3) Performance condition of major purchase and sales contracts □Applicable √Non-applicable

(4). Cost analysis

Unit：Yuan

(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 19,461.5017 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.

Purchase amount from the top five suppliers amounted to RMB 3,790.6195 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

4. R&D investment

(1). Particulars of R&D investment

√Applicable □Non-applicable

(2) List of R&D specialists

√Applicable □Non-applicable

(3). Particulars

□Applicable √Non-applicable

(4) Reasons for major changes in the structure of R&D specialists and the impact on the future development of the Company

□Applicable √Non-applicable

5. Cash flow

□Applicable √Non-applicable

(2) Explanation of major changes in profits caused by operations other than main operations □Applicable √Non-applicable

(3) Analysis of assets and liabilities

√Applicable □Non-applicable

1.Assets and liabilities

Unit：Yuan

2. Overseas assets

√Applicable □Non-applicable

(1) Scale of assets

Including: overseas assets RMB 4,682,057,316.67 (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

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

(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 marke share of the Company’s interior products, strengthened the advantages of vertical integration across the industry chain, enabled the provision of higher-quality QSTP services to customers, and solidified its leading position in the industry. For details, please refer to the “Tuopu Group’s Announcement on the Proposed Acquisition of Equity in a Related Company,” “Tuopu Group’s Progress Announcement on Signing the Equity Transfer Agreement for the Acquisition of Equity in a 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

2.Significant non-equity investment

□Applicable √Non-applicable

3. Financial assets measured at fair value

√Applicable □Non-applicable

Unit: yuan Currency: RMB

Securities Investment □Applicable √Non-applicable Securities investment

□Applicable √Non-applicable

PE fund investment

□Applicable √Non-applicable

Derivatives investment

□Applicable √Non-applicable

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

(7) Analysis of major controlling and participating companies

√Applicable □Non-applicable

Unit：in 10,000 Yuan

Acquisition and Disposal of Subsidiaries During the Reporting Period □Applicable √Non-applicable

Other Explanations □Applicable √Non-applicable

(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.

(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 mode 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 30,000, 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, 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 innovation, gradually achieving its zero-carbon factory goals, contributing to the “carbon peak and carbon neutrality” 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.

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

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 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.

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

Other Notes

□Applicable √Non-applicable

（2）Office held by current and resigned directors, supervisors and officers during the reporting period

1. Office held in corporate shareholder

√Applicable □Non-applicable

2. Office held in other entities

√Applicable □Non-applicable

（3）Remuneration of Directors and Officers

√Applicable □Non-applicable

（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

Notes to failure to be present in two consecutive meetings board meetings □Applicable √Non-applicable

(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

[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, and By-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

(3). The Remuneration and Assessment Committee held one meeting during the reporting period

(4). The Strategy and Investment Committee held one meeting during the reporting period

(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

(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

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:

① The accumulative expenses of the proposed foreign investment, acquisition of assets, equity or purchase of equipment, land and real estate over a course of the next twelve months have reached or exceeded 30% of the last audited net assets;

② The accumulative expenses of the proposed foreign investment, acquisition of assets, equity or purchase of equipment, land and real estate over a course of the next twelve months have reached or exceeded 20% of the last audited net assets;

Provided that there are sufficient cash dividends available for distribution, the Company may otherwise increase stock dividend distribution and capital reserve. If the Board of Directors fails to make an annual cash profit distribution plan, or the annual cash profit d

stribution ratio is less than 30% of the distributable profits realized in the year, it is necessary to account for following circumstances:

① In view of the characteristics of the industry in which it currently engages, the stage of development, business model, profit level, and whether there are major capital expenditure arrangements, account for the reasons for failing to distribute cash dividends or distributing cash dividends at a low level;

② The specific use of the retained undistributed profits and the relevant estimated income;

③ The independent opinions expressed by independent directors on the rationality of no or low level of distribution of cash dividends. After the end of each fiscal year, the Board of Directors comes up with a dividend distribution proposal and submits it to the general meeting for consideration. The Company embraces suggestions and supervision from all shareholders, independent directors, supervisors and public investors on the dividend distribution.

Percent and time interval of cash dividends: The Board of Directors should consider factors, such as the characteristics of the industry in which it currently engages, the stage of development, business model, profit level, and whether there are major capital expenditure arrangements, tell the differences of the following circumstances, and propose differentiated cash dividend policy following the procedures as set out in the Articles of Association:

(1) If the development stage is mature and there is no major capital expenditure arrangement over a course of the next twelve months, at the time of making profit distribution, the percent of cash dividends in this profit distribution should be at least 80%;

(2) If the development stage is mature and there is no major capital expenditure arrangement over a course of the next twelve months, at the time of making profit distribution, the percent of cash dividends in this profit distribution should be at least 40%;

(3) If the development stage is mature and there is no major capital expenditure arrangement over a course of the next twelve months, at the time of making profit distribution, the percent of cash dividends in this profit distribution should be at 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.

Board of Directors believes that the distribution of stock dividends inure to the overall interests of al 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 genera 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 genera 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 profi 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 profi 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

√Applicable □Non-applicable

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 genera 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 1,737,835,580 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 901,936,666.03 was distributed. The Company completed the distribution of the aforementioned dividends on June 13, 2025.

(2) Special note to cash dividend policy

(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

(5) Cash dividends for the last three fiscal years

√Applicable □Non-applicable

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

(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 management system exactly as per the laws and regulations formulated by CSRC and those under the “Company Law” and “Articles of Association”, continued to modified and specified such internal control management system in consideration of industry-wide characteristics and its business operations, improved the efficiency of business decisions, provided some guarantee for the legal compliance of business operations and management and 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 2025 Internal Control Evaluation Report" was considered and passed, and the full text of the “2025 Internal Control Evaluation Report of Tuopu Group” was disclosed on the SSE website on the same day.

Notes to significant deficiencies in internal control during the reporting period □Applicable √Non-applicable

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

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

Specific Notes

√Applicable □Non-applicable

1. In June 2025, the Company donated RMB 400,000 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 200,000 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

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

(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

II. Whether there is any non-operating capital occupation by the controlling shareholder and its affiliates □Applicable √Non-applicable

III. Violation of guarantee

□Applicable √Non-applicable

IV. Notes of the Board of Directors to the "Modified Audit Opinion Report" Released by the Accounting Firm

□Applicable √Non-applicable

V. Notes to Analysis of the Reasons and Impact of Changes in Accounting Policies, Accounting

Estimates or Corrections of Major Accounting Errors

(1) Notes to analysis of the Reasons and Impact of Changes in Accounting Policies or Accounting Estimates

√Applicable □Non-applicable

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 Major Accounting Errors □Applicable √Non-applicable

(3) Communication with the Former Accounting Firm □Applicable √Non-applicable

(4) Approval procedure and other Notes

□Applicable √Non-applicable

VI. Appointment and Dismissal of Accounting Firm

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

(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 Development □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

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

(2) Guarantee

√Applicable □Not applicable

Unit: Yuan Currency: RMB

(3) Entrusting others to manage cash assets

1. Entrusted financial management

(1) General conditions of entrusted financial management

√Applicable □Non-applicable

Unit: in 10,000 Yuan Currency: RMB

Other Conditions

□Applicable √Non-applicable

(2) Individual entrusted financial management

√Applicable □Non-applicable

Unit:10000Yuan Currency: RMB

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

(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 10,000

Other notes

□Applicable √Not applicable

(II) Particulars about the issue and investment projects

√Applicable □Not applicable

1、 Detailed utilization of issue proceeds

√Applicable □Not applicable

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 investment amount 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 the timeline for certain fund-raising projects” was considered and approved. The timeline for achieving the intended usable state for the “Ningbo Qianwan Annua Production of 2.2 Million Sets of Lightweight Chassis System Project” and the “Ningbo Qianwan Annual Production of 500,000 Sets of Automotive Interior Functional 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, th 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 Period

On June 17, 2025, the Company convened the 24th meeting of the 5th Board of Directors, which considered and approved the “Proposal on Extending the Timeline for Certain Fund-raising Projects,” agreeing to extend the timeline for achieving the intended usable state for the “Ningbo Qianwan Annual Production of 2.2 Million Sets of Lightweight Chassis System Project” and the “Ningbo Qianwan Annual Production of 500,000 Sets of Automotive Interior Functional Components Project” 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.

Therefore, the Company extended the timeline for achieving the intended usable state for the “Ningbo Qianwan Annual Production of 2.2 Million Sets of Lightweight 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 10,000

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 funds utilization, the Company has redirected RMB 170 million of the unutilized raised funds from the original fund-raising projects “Ningbo Qianwan Annual Production of 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

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 “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. To improve 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 Annua Production of 300,000 Sets of Lightweight Chassis System Project and Annual Production of 500,000 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.

(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 and approved the “Proposal on Using Negotiable Instruments to Pay for Fund-raising Project Expenses and Replacing 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 “Annual Production 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 19,234,500.00 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 1,000 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 Annual General Meeting reviewed and approved the “Proposal on Using Part of the Temporarily Idle Raised Funds 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 individua 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 Annual General Meeting reviewed and approved the “Proposal on Using Part of the Temporarily Idle Raised Funds 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

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 2,400,000,000 for entrusted wealth management by placing structured deposits or purchasing principal-protected wealth managemen 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 2,100,000,000, with an aggregate redemption amount of RMB 2,750,000,000. As at December 31, 2025, the Company had unexpired wealth management products amounting to RMB 400,000,000. Details of the specific transactions of the purchased wealth management products are set out in the table below:

Unit: in RMB 10,000. Currency: Yuan

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 a special audit on the “Special Report on the Storage and Use of 2025 Raised Funds of Ningbo Tuopu Group Co., Ltd.” prepared by the Company’s Board of Directors and issued the “Assurance Report on the 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 the China Securities Regulatory Commission’s “Rules for the Supervision of Raised Funds of Listed Companies” (CSRC Announcement [2025] No. 10), the Shanghai Stock Exchange’s “Self-Regulatory Guidelines for Listed Companies – Part 1: Standardized Operation,” and the “Self-Regulatory Guidelines 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 “Sponsor Institution”), issued the “Special Verification Opinion of China Merchants Securities Co., Ltd. on the Storage 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

(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

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

2. Changes in shares

√Applicable □Non-applicable

During the reporting period, a total of 51,809,925 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 1,737,835,580.

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-applicabl

For the convertible corporate bonds “Tuopu Convertible Bonds” issued by the Company, the cumulative number of shares converted during 2025 was 51,809,925 shares. Based on the diluted calculation using the new total share capital of 1,737,835,580 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-applicabl

(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 51,809,925 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

(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

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

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

(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

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

(2) Actual controllers

1 Corporate

□Applicable √Non-applicable

2 Natural person

√Applicable □Non-applicable

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

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

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

Cumulative conversion of convertible bonds during the reporting period √Applicable □Not applicable

(3) Successive adjustments of conversion price

√Applicable □Not applicable

Unit: Yuan Currency: RMB

(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.

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 responsibilities under those standards are further described in the “Auditor’s Responsibilities for the Audit of the Financial 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:

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 audi evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud

is higher than one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

(2) Obtain an understanding of internal control relevant to the audit in order to design appropriate audit procedures, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control.

(3) Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the Management.

(4) Conclude on the appropriateness of using the going concern assumption by the Management. At the same time, draw a conclusion, based on the audit evidence obtained, on whether there is significant uncertainty in matters or situations that may cause major doubts about Tuopu's ability in continuous operation. If we conclude that a material uncertainty exists, we are required to draw attention in our audit report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the information available up to the date of our audit report. However, future events or conditions may result in Tuopu 's inability to continue operating. (5) Evaluate the overall presentation (including the disclosures), structure and content of the financial statements, and whether the financial statements fairly reflect the relevant transactions and events. (6) Obtain sufficient and appropriate audit evidence regarding the financial information of the entities or business activities within Tuopu to express an opinion on the financial statements. We are responsible for guiding, supervising and implementing the group audit, and remain solely responsible for our audit opinion. We have communicated with those charged with governance on such matters as the scope of audit as planned, the schedule and material audit findings, including the defects in the internal control that are worth paying attention to found in this audit. We have also provided those charged with governance with a statement on observing the professional ethics related to independence, and communicated with those charged with governance on all the relationships and other matters that might be reasonably deemed to affect our independence, and relevant preventative measures (if applicable). From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our audit report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reason bly be expected to outweigh the public interest benefits of such communication

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

II. Financial Statements

Consolidated Balance Sheet

As of 31 December 2025

Prepared by: Ningbo Tuopu Group Co., Ltd.

Unit: Yuan Currency: RMB

Legal Representative: Wu Jianshu Accounting Work Officer: Hong Tieyang Accounting Institution Officer: Hong Tieyang

Balance Sheet of the Parent Company As of 31 December 2025

Prepared by: Ningbo Tuopu Group Co., Ltd.

Unit: Yuan Currency: RMB

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

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

Legal Representative: Wu Jianshu Accounting Work Officer: Hong Tieyang Accounting Institution Officer: Hong Tieyang

Consolidated Cash Flow Statement

For the Period from January 2025 to December 2025

Unit: Yuan Currency: RMB

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

Legal Representative: Wu Jianshu Accounting Work Officer: Hong Tieyang Accounting Institution Officer: Hong Tieyang

Consolidated Statement of Changes in Owners' Equity For the Period from January 2024 to December 2024

Unit:Yuan Currency:RMB

Statement of Changes in Owners' Equity of the Parent Company For the Period from January 2024 to December 2024 Unit: Yuan Currency: RMB