拓普集团:Tuopu Group Annual Report 2024

Stock Code: 601689 Abbr.: Tuopu Group
Ningbo Tuopu Group Co., Ltd.
Annual Report 2024
April 2025

Important Notes
I. The Board of Directors, Board of Supervisors, Directors, Supervisors and Senior
Management of Ningbo Tuopu Group Co., Ltd. hereby guarantee that the information
presented in this report shall be true, accurate and complete and free of any false records,
misleading statements or material omissions, and they will bear joint and several liability
for such information.
II. All directors attended the meeting of the Board of Directors.
III. BDO China Shu Lun Pan Certified Public Accountants LLP (Special General Partnership)
issued a standard and unqualified audit report for the Company.
IV. Wu Jianshu, a person in charge of the Company, Hong Tieyang, an officer in charge of
accounting work and accounting institution (Accounting Officer) hereby declare and
warrant that the financial statements in the annual report are authentic, accurate, and
complete.
V. Profit Distribution Plan or Capital Reserve Converted to Additional Shares Plan Approved
by the Board during the Reporting Period
As audited by BDO China Shu Lun Pan Certified Public Accountants LLP (Special General
Partnership), Ningbo Tuopu Group Co., Ltd. (“The Parent Company”) realized a net profit at RMB
1,151,054,641.35 in 2024, after a statutory surplus reserve at RMB 115,105,464.14 is withdrawn at 10%
of the realized net profit, the profit available for distribution in the year is RMB 1,035,949,177.21; with
the undistributed profit at the beginning of the year at RMB 3,981,561,695.41 added, and the cash
dividends at RMB 646,503,426.53 distributed in 2024 deducted, the cumulative profit available for
distribution at the end of 2024 is RMB 4,370,987,446.09.
According to the resolution passed at the 21st meeting of the fifth Board of Directors of the
Company, the profit distribution plan laid down for 2024 would be: with the number of shares registered
on the equity registration date for the implementation of equity distribution as the base number, RMB
5.19 (tax included) per 10 shares will be distributed to all shareholders as cash dividends.
As at 31 December 2024, the total number of shares of the company is 1,686,025,655 shares. On 14
March 2025, the Company completed the redemption of the Tuopu convertible bonds. In the process of
redemption, a large number of convertible bond holders converted their “Tuopu Convertible Bonds” into
company shares within the statutory time limit. After the completion of the redemption, according to the
data of the Shanghai Branch of China Securities Depository & Clearing Corporation, the total number of
shares of the Company was 1,737,835,580. Based on the latest total number of 1,737,835,580 shares of
the Company after the redemption of the convertible bonds as mentioned above, a total cash dividend of
RMB901,936,666.02 (with tax included) is proposed to be distributed, representing 30.06% of the net
profit attributable to the ordinary shareholders of the listed company in the consolidated statement of
accounts for the year, and the remaining undistributed profit will be rolled over to the next year.
If there is a change in the said total shares in the period from the date of the announcement of profit
distribution plan to the record date for distribution, the Company intends to maintain the
above-mentioned cash dividend of RMB 5.19 (with tax included) per 10 shares, and adjust the total cash
dividend as appropriate.
The above profit distribution plan is prospectively submitted to the general meeting of the
Company for consideration.
VI. Risk statement of forward-looking statements
√Applicable □Non-applicable
The forward-looking description of the future development strategy, business plan, performance
forecast and other aspects in relation to the Company as contained herein will not constitute a substantial
commitment to investors. All investors of the Company are advised to be cautious about the investment
risks.
VII. Whether there is any non-operating capital occupation by the controlling shareholder and
its affiliates
No
VIII. Whether there is any external guarantee provided in violation of the prescribed decision
procedures
No
IX. Whether there are more than half of the directors who cannot guarantee the annual report
disclosed by the Company as to its authenticity, accuracy and completeness
No
X. Significant risk statement
The Company has described the significant risks that may adversely affect the future development
of the Company and the realization of its business objectives herein.Refer to “Section 3 Discussion and
Analysis of Operation Conditions”