中通客车股份有限公司独立董事 关于 2023 年中期对外担保及关联方资金占用情况 1、公司与银行等金融机构合作，为客户提供汽车按揭贷款承担回购担保责 任余额为 100,644.03 万元。除此之外无其他担保。 2、公司没有发生报告期内或以前期间发生但延续到报告期的控股股东及其 他关联方违规占用资金的情况。 独立董事： 王晓明、肖成伟、王德建 2023 年 8 月 26 日 的专项说明及独立意见 公司报告期内发生或以前期间发生但延续到报告期的各项担保行为以及与 控股股东的资金往来均已按照《深圳证券交易所股票上市规则》、公司章程的有 关规定履行了相关的决策程序，履行了对外担保和关联方资金往来情况的信息披 露义务。作为中通客车股份有限公司的独立董事，基于独立、客观判断的原则， 我们对 2023 年半年度对外担保及控股股东及其关联方占用公司资金情况进行了 核查，现发表独立意见，截至报告期末，公司对外担保及其关联方资金占用情况 如下： ...

Financial Performance - The company's revenue for Q1 2023 was ¥693,888,713.39, a decrease of 19.56% compared to ¥862,575,176.44 in the same period last year[5] - Net profit attributable to shareholders was ¥20,666,894.25, representing a significant increase of 158.57% from a loss of ¥35,287,048.91 in the previous year[5] - Basic earnings per share rose to ¥0.0349, up 158.66% from -¥0.0595 in the same quarter last year[5] - Total operating revenue for Q1 2023 was CNY 693,888,713.39, a decrease of 19.6% compared to CNY 862,575,176.44 in the same period last year[21] - Total operating costs for Q1 2023 were CNY 675,227,491.43, down 24.5% from CNY 894,568,409.45 year-over-year[21] - Gross profit for Q1 2023 was CNY 18,661,221.96, compared to a gross loss of CNY 31,993,233.01 in Q1 2022[22] - Net profit for Q1 2023 was CNY 20,666,894.25, a significant recovery from a net loss of CNY 35,287,048.91 in the previous year[22] - Earnings per share for Q1 2023 were CNY 0.0349, compared to a loss per share of CNY 0.0595 in Q1 2022[23] Cash Flow and Financial Health - The net cash flow from operating activities improved to -¥210,167,168.48, a 26.24% increase compared to -¥284,915,314.45 in Q1 2022[5] - Cash inflow from operating activities was CNY 1,152,438,817.85, an increase from CNY 843,453,283.37 in the same period last year[24] - Total cash outflow from operating activities amounted to 1,362,605,986.33 CNY, compared to 1,128,368,597.82 CNY in the same period last year[25] - Cash flow from investing activities was -12,894.00 CNY, showing a decrease from -14,422,237.19 CNY year-over-year[25] - Cash flow from financing activities resulted in a net outflow of -58,238,666.66 CNY, compared to -144,689,545.02 CNY in the previous year[25] - The net increase in cash and cash equivalents was -255,363,914.52 CNY, an improvement from -446,519,920.64 CNY in the same quarter last year[25] - The ending balance of cash and cash equivalents was 1,088,131,231.90 CNY, up from 530,954,676.20 CNY year-over-year[25] Assets and Liabilities - Total assets decreased by 6.72% to ¥8,738,382,816.24 from ¥9,368,048,826.11 at the end of the previous year[5] - Total current assets decreased from CNY 7,434,850,640.74 at the beginning of the year to CNY 6,833,872,053.24[19] - Total liabilities decreased from CNY 5,192,000,000 to CNY 5,000,000,000[19] - The total liabilities decreased to CNY 6,055,477,978.96 from CNY 6,705,413,466.23 year-over-year, reflecting improved financial health[22] - The total equity attributable to shareholders increased to CNY 2,682,904,837.28 from CNY 2,662,635,359.88 in the previous year[22] Shareholder Information - Total number of common shareholders at the end of the reporting period is 121,894[15] - The largest shareholder, Zhongtong Automobile Industry Group Co., Ltd., holds 21.07% of shares, totaling 124,941,288 shares[15] Expenses and Taxation - The company experienced a 359.40% increase in taxes paid, totaling ¥21,705,614.43 compared to ¥4,724,746.90 in Q1 2022[13] - The company reported a significant reduction in financial expenses, which decreased by 53.57% to ¥7,202,303.18 from ¥15,513,603.72 in Q1 2022[10] - The company reported a significant reduction in financial expenses, with interest expenses decreasing to CNY 8,833,478.68 from CNY 14,979,493.46 year-over-year[22] - The company paid 152,604,942.66 CNY in cash to employees, an increase from 111,992,717.83 CNY in the previous year[25] - Tax payments amounted to 21,705,614.43 CNY, significantly higher than 4,724,746.90 CNY in the same period last year[25] Research and Development - Research and development expenses for Q1 2023 were CNY 40,052,360.25, up from CNY 37,864,316.57 in Q1 2022, indicating continued investment in innovation[22] Other Information - The company has no preferred shareholders as indicated in the report[17] - The company has no significant new product or technology developments mentioned in the report[17] - The report for the first quarter was not audited[26]

Financial Performance - The company's operating revenue for 2022 was ¥5,276,182,897.38, representing a 15.03% increase compared to ¥4,586,634,005.77 in 2021[23]. - The net profit attributable to shareholders was ¥98,326,448.86, a significant turnaround from a loss of ¥219,529,493.29 in the previous year, marking a 144.79% improvement[23]. - The cash flow from operating activities increased by 28.34% to ¥1,168,680,680.73 from ¥910,618,977.11 in 2021[23]. - Basic earnings per share rose to ¥0.1658 from a loss of ¥0.3703, reflecting a 144.77% increase[23]. - The company reported a net profit of ¥54,690,240.14 in the fourth quarter, indicating strong recovery momentum[28]. - The company reported a net profit of -11,317.81 million yuan from its joint investment in Weichai Power, indicating financial challenges in that segment[145]. - The company's gross margin improved, with the bus manufacturing sector achieving a gross margin of 17.46%, up by 5.57% year-on-year[49]. - The company reported a positive profit for the period but did not propose a cash dividend distribution due to a high debt-to-asset ratio, prioritizing long-term shareholder interests and operational liquidity[114]. Assets and Liabilities - Total assets at the end of 2022 were ¥9,368,048,826.11, a decrease of 5.14% from ¥9,875,359,710.25 at the end of 2021[23]. - The total liabilities increased to ¥7,434,850,640.74, reflecting a change in the company's financial structure[195]. - The total equity attributable to shareholders reached CNY 2,662,635,359.88, up from CNY 2,559,162,118.02, indicating a growth of 4%[196]. - The total amount of cash and cash equivalents increased by ¥366,020,549.58, a decrease of 41.27% from the previous year[61]. - The total current assets as of December 31, 2022, amounted to CNY 7,434,850,640.74, a decrease from CNY 7,971,357,057.84 at the beginning of the year[195]. - The total amount of raw materials used in the bus manufacturing industry was ¥4,042,617,136.56, representing 92.83% of the total operating costs[55]. Production and Sales - The company produced 5,012 new energy buses in 2022, with sales revenue reaching approximately ¥3.51 billion[37]. - The domestic bus market saw a decline of 5.01% in production and sales, totaling 92,256 units in 2022[34]. - The company achieved a 14.92% increase in large bus production, rising from 4,303 units in 2021 to 4,945 units in 2022[35]. - The overseas market for buses experienced a substantial growth of 68.55% in production, increasing from 1,647 units in 2021 to 2,776 units in 2022[35]. - In 2022, the company sold 8,957 buses, achieving a revenue of CNY 5.276 billion, a year-on-year increase of 15%[45]. Research and Development - The company launched 67 new patents, including 19 invention patents, and developed several new bus platforms, enhancing its technological capabilities[46]. - The company is focusing on R&D in new energy, intelligent, and connected technologies, maintaining a leading position in energy-saving and safety technologies[38]. - Research and development expenses decreased by 21.06% to ¥185,550,987.54 compared to the previous year[57]. - The number of R&D personnel increased by 16.44% to 524, with R&D personnel now making up 15.83% of the total workforce[58]. Risk Management - The company has outlined potential risks in its operations, which are detailed in the management discussion section of the report[4]. - The company faces risks from market demand shrinking due to competition from high-speed rail, civil aviation, and private cars, and plans to enhance product competitiveness[80]. - The company is facing risks from high global inflation and uncertainties in export markets due to frequent local conflicts and turmoil[81]. - Rising costs are anticipated due to fluctuations in raw material prices, increased domestic labor costs, and higher export transportation fees[81]. Governance and Management - The company has established a governance structure that aligns with the requirements set by the China Securities Regulatory Commission[85]. - The company maintains independence in personnel, assets, finance, institutions, and business from its controlling shareholder[86]. - The company reported a significant management turnover, with multiple directors and senior executives resigning due to work changes, including three vice presidents on February 28, 2022[90]. - The company has a diverse board with members having backgrounds in finance, engineering, and management, which may enhance its strategic decision-making capabilities[93]. Environmental Compliance - The company adheres to various environmental protection laws and has established comprehensive internal regulations to ensure compliance with pollution control measures[122]. - The company has successfully completed the application for its pollutant discharge permit, which is valid for five years, with no environmental violations reported during the permit's effective period[122]. - The total emissions of hazardous waste by Zhongtong Bus Holdings Co., Ltd. amounted to 319.52 tons, with no exceedance of emission standards reported[123]. - The company implemented advanced waste gas treatment facilities, including a multi-stage filtration system and rotary thermal oxidizer, to ensure compliance with emission standards[126]. Shareholder Information - The total number of shares outstanding is 592,903,936, with 100% being unrestricted shares[162]. - The largest shareholder, Zhongtong Automotive Industrial Group Co., Ltd., holds 21.07% of the shares, totaling 124,941,288 shares[164]. - The company has 142,101 common shareholders at the end of the reporting period[164]. - The top ten unrestricted shareholders do not have any related party relationships or concerted actions among them[166].

Group 1: Company Overview and Market Strategy - The company is focusing on increasing production capacity post relocation and is analyzing market trends to enhance sales strategies and personnel allocation to capture market opportunities [2][3] - The current market distribution shows a higher share in the northern region, with efforts underway to improve market presence in the southern region [3] Group 2: Product Differentiation and Sales Performance - The bus industry exhibits a high degree of product homogeneity, with significant differences only in new energy buses [3] - The company currently offers pure electric buses, with specific sales data to be disclosed in the annual report [3] Group 3: Financial Impact and Profitability - The reduction in subsidy standards for hybrid buses initially affected profitability, but increased sales volume and improved service quality have led to a gradual recovery in profitability [3]

证券代码：000957 证券简称：中通客车 中通客车控股股份有限公司投资者关系活动记录表 编号：2016-001 | --- | --- | --- | --- | |----------------|-----------------------------|--------------------------------------------------------|----------------| | | | | | | 投资者关系活动 | √ 特定对象调研 | □ 分析师会议 | | | 类别 | □ 媒体采访 | □ 业绩说明会 | | | | □ 新闻发布会 | □ 路演活动 | | | | □ 现场参观 | | | | | □ | 其他 （请文字说明其他活动内容） | | | 参与单位名称及 | | 东方证券资产管理有限公司 秦绪文；浙商证券股份有限公司 | | | 人员姓名 | | 李丰； 华夏基金 连晓； 瑞银证券有限责任公司 邹天龙 | | | 时间 | 2016 年 6 月 2 日 | | | | 地点 | 本公司 | | | | 上市公司接待人 | 李笃生、赵磊 | | | | 员 ...

证券代码：000957 证券简称：中通客车 中通客车控股股份有限公司投资者关系活动记录表 编号：2017-001 | --- | --- | --- | |----------------|----------------------------------|----------------------------------------------------------| | | | | | | √ 特定对象调研 | □ 分析师会议 | | | □ 媒体采访 | □ 业绩说明会 | | 投资者关系活动 | □ 新闻发布会 | □ 路演活动 | | 类别 | □ 现场参观 | | | | □ | 其他 （请文字说明其他活动内容） | | 参与单位名称及 | | 平安证券、广发证券、泰裕资产管理公司、国泰君安证券、华宝 | | 人员姓名 | | 信托、华金证券、涌津投资、光证资管、阳光保险集团、汇利资 | | | 产管理、细水投资、大均资产管理等 | 28 位投资者 | | 时间 | 2017 年 6 月 15 日 | | | 地点 | 本公司 | | | 上市公司接待人 | 王兴富、赵磊、李笃生 | | | ...

证券代码：000957 证券简称：中通客车 中通客车控股股份有限公司投资者关系活动记录表 编号：2017-002 | --- | --- | --- | |----------------|-------------------------|--------------------------------------------------------| | | | | | | | √特定对象调研 □分析师会议 | | | | □媒体采访 □业绩说明会 | | 投资者关系活动 | □ | 新闻发布会 □路演活动 | | 类别 | □现场参观 | □ 其他 （请文字说明其他活动内 | | | 容） | | | 参与单位名称及 | | 华创证券 欧子辰、朱闽婷；西南证券 高翔、张萌先；上海朴 | | 人员姓名 | | 信投资资产管理有限公司 方智；华宝信托有限责任公司 顾宝 | | | | 成；中路财产保险股份有限公司 林延新 | | 时间 | 2017 年 11 月 9 | 日 | | 地点 | 本公司 | | | 上市公司接待人 | 王兴富、赵磊 | | | 员姓名 | | | | 投资者关系活动 | | 一 ...

证券代码：000957 证券简称：中通客车 公告编号：2022-61 中通客车股份有限公司 关于参加山东辖区上市公司 2022 年度投资者 网上集体接待日活动的公告 本公司及董事会全体成员保证信息披露的内容真实、准确、完整，没 有虚假记载、误导性陈述或重大遗漏。 为进一步加强中通客车股份有限公司（以下简称"公司"）与广 大投资者的互动交流，提升公司投资者关系管理水平，保护投资者利 益，公司将参加由山东证监局、山东上市公司协会等单位联合举办 "山东辖区上市公司 2022 年度投资者网上集体接待日"活动，现将 有关事项公告如下： 本次投资者网上集体接待日活动将在深圳市全景网络有限公司 提供的网上平台采取网络远程的方式举行，投资者可以登录全景网 "投资者关系互动平台"(http://ir.p5w.net/）参与本次活动，交 流互动时间为 2022 年 11 月 16 日（周三）14:00-16:00。 届时公司董事长李百成先生，董事会秘书、财务总监王翠萍女士 将通过网络在线交流形式与投资者就公司治理、社会责任、经营状况、 发展战略、风险防控、投资者保护等投资者关注的问题进行沟通交流， 欢迎广大投资者积极参与。 特此 ...

Financial Performance - The company's operating revenue for 2020 was CNY 4,407,596,309.52, a decrease of 34.62% compared to CNY 6,741,281,369.40 in 2019[16] - The net profit attributable to shareholders for 2020 was CNY 23,523,677.13, down 28.87% from CNY 33,071,857.49 in 2019[16] - The net cash flow from operating activities decreased by 71.87% to CNY 291,210,770.09 from CNY 1,035,126,764.65 in the previous year[16] - The total assets at the end of 2020 were CNY 10,486,498,293.02, a decline of 13.12% from CNY 12,070,492,594.77 at the end of 2019[16] - The basic earnings per share for 2020 were CNY 0.0397, a decrease of 28.85% from CNY 0.0558 in 2019[16] - The company reported a net profit attributable to shareholders after deducting non-recurring gains and losses of CNY -227,434,192.82 for 2020, compared to CNY -79,474,494.33 in 2019[16] - The weighted average return on equity for 2020 was 0.86%, down from 1.22% in 2019[16] - The total revenue for 2020 was approximately ¥4.41 billion, a decrease of 34.62% compared to ¥6.74 billion in 2019[53] - The domestic revenue was ¥3.35 billion, representing a 39.96% decrease from ¥5.58 billion in 2019[53] - The company reported a decline in sales of over 6-meter buses, with total sales of 105,400 units in 2020, representing a year-on-year decrease of 26.7%[84] Research and Development - R&D expenditure for the reporting period was 306 million CNY, accounting for 6.94% of total revenue, indicating a strong commitment to innovation within the industry[34] - The company has a core R&D team of 685 members, representing 14.94% of the total workforce, highlighting its focus on advanced product development and technology research[33] - The company has maintained a leading position in technology research related to new energy, energy-saving, and safety, ensuring it remains at the forefront of industry advancements[34] - The company has filed 50 patent applications in 2020, with 35 granted, including 8 invention patents, reflecting its commitment to innovation[43] - The company is focusing on the development of new energy vehicles and has established a dedicated research team for this purpose[158] - The company plans to enhance technology investment and accelerate product upgrades, transitioning from mid-range to high-end products[83] Market Position and Strategy - The company is positioned as a leading player in the bus industry, despite a general decline in the market due to the gradual reduction of government subsidies for new energy buses[26] - The company aims to expand its market presence both domestically and internationally, focusing on customized orders and direct sales models[26] - The automotive industry in China is expected to recover in 2021, with projected sales exceeding 26 million units, a year-on-year growth of 4%[27] - The company plans to increase the sales proportion of overseas markets, conventional vehicles, and large and medium-sized vehicles in 2021[83] - The company anticipates continued industry competition and demand shrinkage due to the impact of COVID-19 and the gradual withdrawal of new energy subsidies[83] Operational Efficiency - The company completed the design of new models including the H12 bus and V60, and obtained the first intelligent connected vehicle testing license in Liaocheng for L4 level autonomous driving[43] - The company established strategic partnerships with major suppliers like Weichai and CATL, enhancing cost efficiency and supporting high-end vehicle production[44] - The company has developed a comprehensive supply chain system, sourcing components from both domestic and international brands, ensuring high-quality parts for vehicle production[44] - The company’s production capacity is currently 20,000 units per year, which meets market demand despite the challenges posed by the COVID-19 pandemic[44] - The company’s total operating costs decreased by 33.85% to approximately ¥3.76 billion in 2020[59] Environmental Responsibility - The company has a total wastewater treatment capacity of 600 tons per day, ensuring real-time compliance with discharge standards[120] - The company has implemented various pollution control measures, including stable operation of waste gas treatment facilities and compliance with national noise regulations[121] - The company has established an emergency response plan for environmental pollution incidents and conducts regular training and drills[122] - The company has complied with environmental impact assessments for all projects and has paid pollution fees and environmental taxes on time[122] Corporate Governance - The company has expanded its consolidated financial statement scope to include 13 subsidiaries, with a new subsidiary established during the year[96] - The company has adopted new revenue recognition standards starting January 1, 2020, affecting its accounting policies[94] - The audit committee reviewed the annual financial statements and provided written opinions before the annual audit commenced[176] - The internal control audit report concluded that the company maintained effective financial reporting internal controls as of December 31, 2020[185] - The company’s senior management compensation system includes a target annual salary based on the achievement of operational goals[180] Shareholder Information - The total number of shareholders at the end of the reporting period was 52,902, an increase from 51,513 at the end of the previous month[130] - The largest shareholder, Zhongtong Automobile Industry Group Co., Ltd., holds 21.07% of shares, totaling 124,941,288 shares[131] - The company has not experienced any changes in its controlling shareholder during the reporting period[134] - The company has maintained a consistent shareholder structure without significant fluctuations in ownership[134] Future Outlook - Future guidance indicates a projected revenue growth of 15% for the upcoming fiscal year, driven by increased demand for electric vehicles[158] - The company will focus on developing adaptive products for the new energy bus market to mitigate risks from subsidy reductions[85] - The company plans to strengthen its market research and analysis to better understand customer needs and enhance product offerings[85]