W 中通客车股份有限公司 内部控制审计报告 二〇二四年度 信会师报字[2025]第 ZG11802 号 ___ 书写 生 中通客车股份有限公司 内部控制审计报告 录 内部控制审计报告 ● 第 1 - 2 页 = " wal 1 ma 3P 立信会计师事务所(特殊普通合伙) HINA SHU LUN PAN CERTIFIED PUBLIC ACCOUNTANTS 我们的责任是在实施审计工作的基础上,对财务报告内部控制的有效 性发表审计意见,并对注意到的非财务报告内部控制的重大缺陷进行披露。 三、 内部控制的固有局限性 内部控制具有固有局限性,存在不能防止和发现错报的可能性。此外, 由于情况的变化可能导致内部控制变得不恰当,或对控制政策和程序遵循 的程度降低,根据内部控制审计结果推测未来内部控制的有效性具有一定 风险。 内部控制审计报告 信会师报字[2025]第 ZG11802 号 中通客车股份有限公司全体股东: 按照《企业内部控制审计指引》及中国注册会计师执业准则的相关要 求,我们审计了中通客车股份有限公司(以下简称"中通客车")2024年 12 月 31 日的财务报告内部控制的有效性。 一、 企业对内部控制 ...

根据《上市公司独立董事管理办法》、《深圳证券交易所上市 公司自律监管指引第 1 号—主板上市公司规范运作》等要求，并结 合独立董事独立性自查情况，中通客车股份有限公司（简称"公 司"）董事会对独立董事王晓明先生、王德建先生、李洪武先生的 独立性情况进行评估并出具如下专项意见： 公司三位独立董事不存在妨碍其进行独立客观判断的关系，不 存在影响独立董事独立性的情况，符合《上市公司独立董事管理办 法》、《深圳证券交易所上市公司自律监管指引第 1 号—主板上市 公司规范运作》等监管规则及《中通客车股份有限公司章程》中关 于独立董事的任职资格及独立性的要求。 中通客车股份有限公司董事会 中通客车股份有限公司董事会 2025 年 4 月 26 日 关于独立董事独立性情况的专项意见 ...

中通客车股份有限公司 2024年度独立董事述职报告 王晓明 本人王晓明，1972年出生，经济学博士，研究员，历任山东烟台麦特 电子有限公司工程师，国务院发展研究中心研究室主任，现任中国科学院 科技战略咨询研究院研究员。 本人自2020年4月7日起任本公司独立董事，并随后担任董事会提名 委员会主任委员、战略委员会委员，薪酬与考核委员会委员。 本人未在公司担任除独立董事以外的任何职务，本人及直系亲属、主 要社会关系均未在公司或其附属企业任职，亦不存在为公司及其控股股 东或者其各自的附属企业提供财务、法律、咨询等服务的情形，不存在妨 碍进行独立客观判断的情形，亦不存在违反《上市公司独立董事管理办法》 第六条规定的独立董事任职独立性要求的情形。 1 二、2024年度履职情况 （一）出席会议情况 作为中通客车股份有限公司（以下简称"公司"）第十一届董事会独 立董事，根据《公司法》、《证券法》、《上市公司独立董事管理办法》 等法律法规及《公司章程》、《公司独立董事工作制度》、《公司年报工 作制度》的规定，本人积极出席公司2024年召开的相关会议，对董事会审 议的相关事项发表了独立客观的意见，谨慎、认真、勤勉地行使了公司所 ...

Core Viewpoint - Zhongtong Bus announced a plan to repurchase its A-shares with an amount ranging from 100 million to 200 million yuan, aimed at implementing equity incentives or employee stock ownership plans [1] Summary by Categories Repurchase Plan - The company intends to use its own funds and/or self-raised funds for the repurchase [1] - The repurchase will be conducted through centralized bidding transactions [1] - The total repurchase amount will not be less than 100 million yuan and not exceed 200 million yuan [1] Price and Duration - The repurchase price will not exceed 15 yuan per share [1] - The duration for the repurchase will be within 12 months from the date of the board's approval [1] Purpose of Repurchase - The repurchased shares will be used for implementing equity incentives or employee stock ownership plans [1]

Financial Performance - The company's operating revenue for 2024 reached ¥5,733,880,675.11, representing a 35.11% increase compared to ¥4,243,856,259.91 in 2023[19] - Net profit attributable to shareholders for 2024 was ¥249,446,610.83, a significant increase of 258.12% from ¥69,654,053.83 in 2023[19] - The net profit after deducting non-recurring gains and losses was ¥214,065,025.23, up 181.04% from ¥76,167,661.45 in the previous year[19] - The net cash flow from operating activities for 2024 was ¥1,430,547,679.53, marking a 228.01% increase from ¥436,132,397.85 in 2023[19] - Basic earnings per share for 2024 were ¥0.4207, a 258.04% increase compared to ¥0.1175 in 2023[19] - Total revenue reached 5.73 billion yuan, an increase of 35.11% compared to the previous year[44] - Net profit surged to 249 million yuan, marking a significant year-on-year growth of 258.12%[41] - The company’s operating cash flow improved to 1.43 billion yuan, indicating enhanced operational quality and profitability[41] Assets and Liabilities - Total assets at the end of 2024 were ¥8,167,340,369.16, a decrease of 3.99% from ¥8,506,453,313.50 at the end of 2023[19] - The net assets attributable to shareholders increased by 7.89% to ¥2,943,842,050.84 from ¥2,728,662,795.32 in 2023[19] - Cash and cash equivalents increased by ¥952,915,513.77 in 2024, reversing a decrease of ¥209,453,913.48 in 2023[60] - The company's total assets included cash of ¥2,825,220,841.54, representing 34.59% of total assets, up from 23.07% in 2023[64] - The proportion of accounts receivable decreased by 9.72% to 28.46% of total assets in 2024, down from 38.18% in 2023[64] Market Performance - In 2024, the Chinese bus industry saw a significant recovery, with sales of buses over 6 meters reaching 126,064 units, a year-on-year increase of 33.4%[28] - Sales of large buses increased by 44.43% year-on-year, while medium buses saw a 64.38% increase, indicating strong demand in both domestic and international markets[31] - The company achieved a total sales volume of 11,409 units, representing a year-on-year increase of 51.5%[41] - The overseas sales volume increased by 64.78% year-on-year, driven by strong demand in key international markets[31] - The export sales volume increased by 35.94%, with notable performance in the Middle East markets such as Saudi Arabia and the UAE[42] Research and Development - R&D investment for the reporting period was CNY 236 million, accounting for 4.12% of total revenue, focusing on new product development and advanced technology research[35] - The company holds 488 valid patents, including 141 invention patents, and has published 158 papers in core industry journals[38] - The company participated in the completion of 96 national and industry standards, with 66 already published, contributing to the advancement of the bus industry[37] - The number of R&D personnel increased by 3.32% to 591 in 2024, with a higher proportion of master's degree holders rising by 15.57%[58] Governance and Management - The governance structure of the company is aligned with the requirements set by the China Securities Regulatory Commission, ensuring compliance with relevant laws and regulations[85] - The company maintains complete independence in personnel management, with senior management exclusively working for the company and not holding any positions or receiving compensation from the controlling shareholder[87] - The company has established an independent financial accounting department and a financial management system, ensuring that financial decisions are made independently[87] - The company has a performance evaluation system for determining the compensation of executives based on annual target responsibility assessment results[103] - The company is focused on enhancing its supply chain management and digital transformation initiatives[100] Environmental Compliance - The company has complied with various environmental protection laws and regulations, ensuring adherence to local emission standards[123] - The company has successfully completed the application for a new pollution discharge permit, valid from November 13, 2024, to November 12, 2029[124] - The company reported a total volatile organic compounds (VOCs) emission of 1.19 tons, which is compliant with the automotive manufacturing emission standards[125] - The company operates 6 organized discharge outlets for VOCs and 23 for particulate matter, with no instances of exceeding discharge limits reported[125] - The company has established a series of internal regulations to effectively fulfill its environmental protection responsibilities[123] Shareholder Information - The company plans to distribute a cash dividend of ¥0.5 per 10 shares, based on a total of 592,903,936 shares[4] - The company distributed a cash dividend of 29,645,196.80 CNY, which represents 100% of the total profit distribution amount[115] - The largest shareholder, Zhongtong Automobile Industry Group Co., Ltd., holds 21.07% of the shares, totaling 124,941,288 shares[170] - The second largest shareholder, Shandong State-owned Assets Investment Holdings Co., Ltd., holds 11.97% of the shares, totaling 70,981,592 shares[170] - The total number of shareholders at the end of the reporting period was 86,168[170] Leadership Changes - The company announced the resignation of Chairman Hu Haihua effective January 17, 2025, due to job relocation[92] - Wang Xingfu, the General Manager, will also resign on January 17, 2025, for the same reason[92] - Independent Director Liu Bing passed away on September 29, 2024, due to illness[92] - The company appointed Li Pengcheng as the new General Manager on January 17, 2025[94] - The company is undergoing a leadership transition with new appointments aimed at enhancing operational efficiency[94] Internal Controls and Audit - The company has no significant internal control deficiencies reported during the period[118] - The internal control audit report concluded that the company maintained effective internal controls over financial reporting as of December 31, 2024[121] - The audit opinion for the financial statements was a standard unqualified opinion, issued on April 24, 2025[184] - The audit process involves assessing risks of material misstatement due to fraud or error and designing appropriate audit procedures[196] - The auditor's goal is to obtain reasonable assurance that the financial statements are free from material misstatement[195]

Financial Performance - The company's operating revenue for Q1 2025 was ¥1,693,306,629.88, representing a 32.10% increase compared to ¥1,281,848,549.35 in the same period last year[5] - Net profit attributable to shareholders was ¥76,512,275.11, an increase of 80.52% from ¥42,384,500.90 year-on-year[5] - The total profit for the period was ¥84,337,310.01, an increase of 86.68% from ¥45,178,159.17 in the previous year[11] - Net profit for the current period was ¥76,512,275.11, representing an increase of 80.5% compared to ¥42,384,500.90 from the previous period[26] - Basic and diluted earnings per share were both ¥0.1290, compared to ¥0.0715 in the previous period[27] - The company reported a total comprehensive income of ¥76,799,979.84, compared to ¥42,384,500.90 in the previous period[27] Assets and Liabilities - The company's total assets increased by 4.48% to ¥8,533,048,570.45 from ¥8,167,340,369.16 at the end of the previous year[5] - The company's total liabilities increased to CNY 5,513,023,222.18 from CNY 5,223,498,318.32, indicating a rise in financial obligations[20] - The total equity attributable to the owners of the parent company reached CNY 3,020,025,348.27, up from CNY 2,943,842,050.84[22] - Cash and cash equivalents decreased to CNY 2,759,844,977.64 from CNY 2,825,220,841.54, reflecting a reduction in liquidity[19] - Accounts receivable increased to CNY 2,488,365,240.06 from CNY 2,324,103,222.94, showing a growth in credit sales[19] - The company's short-term borrowings and other current liabilities were not detailed, but the total current liabilities amounted to CNY 5,081,139,578.64, up from CNY 4,789,669,748.54[20] Cash Flow - Cash flow from operating activities showed a significant decline, with a net cash flow of ¥461,445.55 compared to ¥470,090,569.07 in the previous year, a decrease of 99.90%[5] - Cash flow from operating activities generated a net amount of ¥461,445.55, a decrease from ¥470,090,569.07 in the prior period[28] - Cash and cash equivalents at the end of the period totaled ¥2,072,743,308.70, down from ¥1,609,441,845.13 in the previous period[28] Research and Development - Research and development expenses increased by 50.04% to ¥55,445,700.81, compared to ¥36,953,618.90 in the same period last year[11] - Research and development expenses increased to ¥55,445,700.81, up from ¥36,953,618.90 in the previous period, indicating a focus on innovation[24] Inventory and Shareholder Information - The company reported a substantial increase in inventory, which rose by 34.09% to ¥1,069,978,788.45, attributed to a high number of undelivered orders[9] - The number of ordinary shareholders at the end of the reporting period was 83,800, with no preferred shareholders[14] - There were no significant changes in the top ten shareholders' equity stakes, maintaining stability in ownership structure[19] Financial Challenges - The company experienced a credit impairment loss of ¥24,043,338.03, worsening from ¥9,127,491.23 in the prior period[26] - The company’s financial expenses showed a significant improvement, with a net income of -¥13,245,799.31 compared to -¥4,535,440.09 in the previous period[24] Future Outlook - The net profit for the first quarter of 2025 will be reported in the upcoming earnings call, with expectations of growth based on previous performance trends[21] - The company is focusing on expanding its market presence and enhancing product offerings, although specific new products or technologies were not detailed in the current report[21]

Market Overview - The Shanghai Composite Index closed at 3299.76 points, above the annual line, with a change of 0.25% [1] - The total trading volume of A-shares reached 1,121.207 billion yuan [1] Stocks Breaking Annual Line - A total of 106 A-shares have broken above the annual line today [1] - Notable stocks with significant deviation rates include: - Youbuxun: 17.49% deviation, closing price at 15.18 yuan, with a daily increase of 20.00% and turnover rate of 6.57% [1] - Fujilai: 14.53% deviation, closing price at 29.09 yuan, with a daily increase of 20.01% and turnover rate of 30.40% [1] - Chongqing Construction: 8.33% deviation, closing price at 3.01 yuan, with a daily increase of 9.85% and turnover rate of 2.93% [1] Additional Stocks with Minor Deviations - Jiangxi Copper, Meirya, and Laimu Co. have just crossed the annual line with smaller deviation rates [1] - Other stocks with notable performance include: - Changjiang Investment: 7.98% deviation, closing price at 8.01 yuan, with a daily increase of 10.03% [1] - Qingtang City: 7.70% deviation, closing price at 3.78 yuan, with a daily increase of 9.88% [1] - Shenchuan A: 7.45% deviation, closing price at 6.75 yuan, with a daily increase of 9.93% [1] Summary of Stocks with Deviation Rates - A detailed table lists various stocks, their daily change percentages, turnover rates, annual line prices, latest prices, and deviation rates, highlighting the performance of stocks like: - Dongjiang Environmental: 3.70% deviation, closing price at 4.28 yuan, with a daily increase of 10.03% [1] - Feinan Resources: 3.56% deviation, closing price at 19.88 yuan, with a daily increase of 3.92% [1] - The table provides a comprehensive view of the market dynamics and stock performances on the day [2]

| 排名 | 板块名称 | 主力资金净流出 (亿元) | 主力资金净流出率(%) | | --- | --- | --- | --- | | 7 | 计算机 | -31.57 | -4.31 | | 2 | 有色金属 | -17.77 | -5.42 | | 3 | 电新行业 | -17.70 | -4.13 | | ব | 通信 | -16.74 | -6.79 | | ട | 基础化工 | -15.95 | -3.95 | 星矿主力资金监控：早盘买入前十榜（截止时间： 10 时 50 分) | 排名 | 股票名称 | 主力资金净流入(亿元) | 主力资金净流入率(%) | | --- | --- | --- | --- | | 1 | 中油资本 | 4.42 | 15.70 | | 2 | 华贸物流 | 3.48 | 28.61 | | 3 | 天服了 | 2.03 | 45.76 | | র | 中通客车 | 1.72 | 36.25 | | 5 | 连云港 | 1.67 | 15.60 | | 6 | 永鼎股份 | 1.59 | 20.64 | | 1 | 青岛金王 | 1.54 | 30.51 | ...

汽车整车板块盘初拉升，中通客车（000957）涨停，金龙汽车（600686）、海马汽车（000572）、安凯 客车（000868）、宇通客车（600066）跟涨。 暗盘资金正涌入这些股票，点击速看>>> ...

Group 1 - The "2025 Liaocheng New Energy Vehicle Parts Industry Cooperation Conference" was held, attracting over 90 representatives from the new energy vehicle supply chain and resulting in 13 key cooperation projects with a total investment of 8 billion yuan [1][2] - The conference featured speeches from industry experts discussing trends and market opportunities in new energy vehicle parts technology, highlighting the region's strong manufacturing base and favorable policies for industry development [2] - The signed projects include a 3.5 billion yuan investment in a core component industrial park for new energy commercial and passenger vehicles, aimed at addressing current R&D gaps in the region [3] Group 2 - Liaocheng High-tech Zone showcased its industrial support, logistics, and talent advantages through various promotional activities, receiving positive feedback from industry representatives [4] - The conference is seen as a key initiative for Liaocheng to seize the explosive growth opportunities in the new energy vehicle sector, laying a solid foundation for building a parts industry cluster [4] - Future plans include optimizing the business environment and enhancing collaborative innovation within the industry chain to create a more competitive ecosystem for new energy [4]