拓普集团:TuopuGroupSemi-annualReport2023

【摘要】StockCode:601689Abbr.:TuopuGroupNingboTuopuGroupCo.,Ltd.Semi-annualReport2023August2023ImportantNotesI.TheBoa...

Stock Code: 601689                                          Abbr.:Tuopu Group
      Ningbo Tuopu Group Co., Ltd.

        Semi-annual Report 2023

                          August 2023


                        Important Notes

I. The Board of Directors, Board of Supervisors, Directors, Supervisors and Senior Management
  of Ningbo Tuopu Group Co., Ltd. hereby guarantee that the information presented in this
  report shall be authentic, 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. This semi-annual report has not yet been audited.

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. The profit distribution plan for the reporting period or the plan for converting public reserve
  funds into additional share capital after consideration by the Board of Directors

  No profit distribution or conversion of public reserve funds into additional share capital is made in
  this reporting period

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. More details are available in
"Section III Discussion and Analysis of Business Conditions" under this report.

XI. Other
√Applicable □Non-applicable


  On 9 December 2022, the company convened the second XVII meeting of the fourth session of the
Board of Directors, where the relevant proposal in connection with the  2022 non-public offering plan
was considered and passed. On 28 December 2022, the company held the 2022 third extraordinary
general meeting, where the above proposal was considered and passed.

  On 3 February 2023, the Company's application for non-public issue of shares was accepted by
CSRC.

  On 22 February 2023, the company held the second XVIII meeting of the fourth session of the
Board of Directors. Considering the approval of the issuance of shares by listed companies to specific
targets under the registration-based IPO system, where appropriate to the company, and referring to the
applicable laws and regulations, the content of the issuance scheme of this offering to specific targets
was adjusted. The proposal on the adjustment of the 2022 offering scheme to specific targets was also
passed. On 13 March 2023, the 2023 first extraordinary general meeting was convened where the above
proposals were considered and approved.

  On 13 March 2023, the Company received the “Review Inquiry Letter on the Issue of Shares to
Specific Targets by Ningbo Tuopu Group Co., Ltd.” (SSE Review (Refinancing) [2023] No. 96) issued
by the Shanghai Stock Exchange. SSE’s reviewing organisation reviewed the application files in
connection with the offering to specific targets, and finalized the audit inquiry questions.

  On 5 July 2023, the Company received the “Reply Letter on Consenting the Registration of the
Offering by Ningbo Tuopu Group Co., Ltd. to Specific Targets” (CSRC Consent [2023] No. 1443)
issued by the CSRC.

  As at the date of disclosure of this report, the above matter is still under process and the Company
will duly fulfill its information disclosure obligations whenever appropriate.

Contents

Section 1 Definitions...... 5

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

Section 3 Discussion andAnalysis of Operation Conditions...... 8

Section 4 Corporate Governance ...... 27

Section 5 Environmental and Social Responsibility...... 28

Section 6 Significant Events ...... 36

Section 7 Changes in Shares and Shareholders...... 55

Section 8 Information about Preference Shares...... 60

Section 9 Information of Corporate Bonds...... 60

Section 10 Financial Report...... 64

            (1) Ful