证券简称：博菲电气 证券代码：001255 浙江博菲电气股份有限公司 ZHEJIANG BOFAY ELECTRIC CO.,LTD. （浙江省嘉兴市海宁市海宁经济开发区杭平路 16 号） 2025 年度以简易程序向特定对象发行股票 募集说明书 （申报稿） 保荐人（主承销商） （浙江省杭州市西湖区天目山路 198 号财通双冠大厦西楼） 二〇二五年十月 浙江博菲电气股份有限公司 募集说明书 声 明 1、公司及董事会全体成员保证本募集说明书内容的真实、准确和完整，没 有虚假记载、误导性陈述或者重大遗漏，并对募集说明书中的虚假记载、误导性 陈述或重大遗漏承担个别和连带的法律责任。 2、本募集说明书按照《上市公司证券发行注册管理办法》《公开发行证券的 公司信息披露内容与格式准则第 61 号——上市公司向特定对象发行证券募集说 明书和发行情况报告书》等要求编制。 3、本次以简易程序向特定对象发行股票完成后，公司经营与收益的变化， 由公司自行负责；因本次以简易程序向特定对象发行股票引致的投资风险，由投 资者自行负责。 4、本募集说明书是公司董事会对本次以简易程序向特定对象发行股票的说 明，任何与之相反的声明均属不实陈述。 ...

Core Viewpoint - The company has announced the complete transfer of its wholly-owned subsidiary, Zhejiang Bofei New Energy Technology Co., Ltd., to Haining Economic Development Zone Construction Co., Ltd. for a transaction price of 38.5225 million yuan, which is expected to significantly enhance the company's net profit and reduce its asset-liability ratio [1][2]. Group 1 - The transaction price for the transfer of Bofei New Energy is 38.5225 million yuan, with a book value of 18.9468 million yuan, resulting in an equity appreciation of 19.5756 million yuan [1]. - The profit generated from this transaction accounts for over 50% of the company's audited net profit for the most recent fiscal year, exceeding 5 million yuan [1]. - The estimated net profit for the company in 2024 is 13.24 million yuan, with a net profit of 8.587 million yuan for the first half of this year, indicating a substantial increase in net profit levels due to this transaction [1]. Group 2 - The transaction will significantly lower the company's asset-liability ratio, as Bofei New Energy has assets of 281 million yuan and liabilities of 262 million yuan as of June 30, 2025 [1]. - Bofei New Energy was established to operate a project for the annual production of 70,000 tons of new energy composite materials, which will continue to be advanced post-transaction [1]. - The company plans to lease the land and factory of Bofei New Energy to its controlling subsidiary, Zhejiang Bofei Green Energy Technology Co., Ltd., to continue operating the photovoltaic composite material frame project [1]. Group 3 - The company aims to leverage its advantages in composite technology, manufacturing capacity, and R&D team to enhance the research and large-scale production of photovoltaic composite materials in response to new market demands [2]. - The company reported a significant recovery in performance, with a 30.97% year-on-year revenue growth in Q1 and a return to profitability with a 244.89% quarter-on-quarter net profit increase [2]. - In Q2, the company continued its growth trend, with revenue increasing by 48.37% year-on-year and 13.32% quarter-on-quarter, and net profit rising by 239.22% year-on-year and 98.5% quarter-on-quarter [2].

Group 1 - The core point of the article is that Zhejiang Bofei Electric Co., Ltd. announced the transfer of 100% equity of its wholly-owned subsidiary, Zhejiang Bofei New Energy Technology Co., Ltd., for 38.5225 million yuan, which is expected to optimize the company's debt ratio and enhance net profit in the current period [2][3] - The transaction price of 38.5225 million yuan is expected to have a positive impact on the company's net profit for the year 2025, contributing to a projected year-on-year increase of 882.67% in net profit for the first half of 2025 [2] - The sale of Bofei New Energy, which had a high debt ratio of 93.27% as of June 30, 2025, will remove this debt from the consolidated financial statements of Bofei Electric, thereby reducing the overall debt ratio of the company [3] Group 2 - The transaction aligns with the company's "light asset development strategy," allowing the controlling subsidiary, Zhejiang Bofei Green Energy Technology Co., Ltd., to lease the land and factory previously owned by Bofei New Energy to continue operating the photovoltaic composite material frame project [3] - This shift to a "share transfer + subsidiary leasing operation" model signifies an upgrade in the company's operational approach, optimizing resource allocation and enhancing project management efficiency [3] - The changes are expected to strengthen the company's financing capabilities and risk resistance, providing room for future refinancing and mergers and acquisitions [3]

Core Viewpoint - The company announced the sale of its wholly-owned subsidiary, Zhejiang Bofei New Energy Technology Co., Ltd., to Haining Economic Development Zone Construction Co., Ltd. for approximately RMB 38.52 million, indicating a strategic move for business continuity and optimization [2] Group 1: Transaction Purpose and Structure - The transfer is not merely an asset sale but a strategic layout that ensures business continuity and optimization [2] - Following the transaction, the company's subsidiary, Bofei Green Energy, will lease the operational site from Bofei New Energy, ensuring seamless operation of the photovoltaic composite material project [3] - This arrangement maintains stability in core operational elements, avoiding risks associated with project relocation or restart, which is crucial for businesses requiring stable production processes [3] Group 2: Financial Implications - The shift to a leasing model enhances operational efficiency and flexibility, allowing the company to focus more on R&D, capacity expansion, and market development [4] - The transaction is expected to positively impact the company's net profit for 2025, with the sale price significantly exceeding the book value of the subsidiary [6] - The estimated increase in the value of the subsidiary's equity will translate into investment income, alleviating previous profit volatility and enhancing shareholder returns [6] Group 3: Debt and Cash Flow Improvement - The transaction will lead to a reduction in the company's overall debt ratio, as the high liabilities of Bofei New Energy will be removed from the consolidated financial statements [7] - The company will benefit from a dual financial improvement of reduced liabilities and increased cash flow from the equity transfer [8] - Overall, the transaction supports both short-term profit improvement and long-term financial health, providing a solid foundation for resource integration and market expansion in the new energy sector [8]

Core Viewpoint - The announcement of the sale of 100% equity in Zhejiang Bofei New Energy Technology Co., Ltd. by Bofei Electric is a strategic move aimed at optimizing business operations and ensuring continuity in its photovoltaic composite materials project [2][4]. Group 1: Transaction Details - Bofei Electric sold its wholly-owned subsidiary for a transaction price of RMB 38,522,517.26 [2]. - The sale is not merely an asset disposal but a strategic layout for business continuity and optimization [2]. Group 2: Operational Continuity - After the transaction, Bofei Green Energy, a subsidiary, will lease the facilities from Bofei New Energy to continue operating the photovoltaic composite materials project, ensuring seamless production and stability [3]. - This arrangement helps avoid risks associated with project relocation or restart, maintaining production quality and operational continuity [3]. Group 3: Financial Impact - The transaction is expected to positively impact Bofei Electric's net profit for 2025, with the sale price significantly exceeding the audited equity of Bofei New Energy [5]. - The assessed value of the subsidiary's equity shows a substantial increase, with a growth rate of 103.32%, which will contribute to the company's investment income and enhance annual net profit [5][6]. Group 4: Financial Structure Improvement - Post-transaction, the overall asset-liability ratio of Bofei Electric is expected to decrease, alleviating financial leverage pressure [7]. - The high liabilities of Bofei New Energy will be removed from the consolidated financial statements, leading to a dual financial improvement of reduced liabilities and increased cash flow [7].

Market Overview - On October 10, the plastic sector declined by 0.63% compared to the previous trading day, with Jun Ding Da leading the decline [1] - The Shanghai Composite Index closed at 3897.03, down 0.94%, while the Shenzhen Component Index closed at 13355.42, down 2.7% [1] Stock Performance - Notable gainers in the plastic sector included: - Nalco Co. (002825) with a closing price of 10.74, up 10.04% and a trading volume of 241,600 shares, totaling 253 million yuan [1] - Ningbo Color Masterbatch (301019) closed at 19.85, up 6.61% with a trading volume of 123,400 shares, totaling 241 million yuan [1] - Qide New Materials (300995) closed at 52.01, up 5.50% with a trading volume of 46,800 shares, totaling 241 million yuan [1] - Major decliners included: - Jun Ding Da (301538) closed at 91.16, down 5.26% with a trading volume of 21,900 shares, totaling 205 million yuan [2] - Jinfat Technology (600143) closed at 21.28, down 4.14% with a trading volume of 1,736,600 shares, totaling 3.737 billion yuan [2] - Dongcai Technology (601208) closed at 19.52, down 3.60% with a trading volume of 364,500 shares, totaling 716 million yuan [2] Capital Flow - The plastic sector experienced a net outflow of 361 million yuan from institutional investors, while retail investors saw a net inflow of 291 million yuan [2][3] - Notable capital flows included: - Foshan Plastics (000973) had a net inflow of 10.2 million yuan from institutional investors, but a net outflow of 15.74 million yuan from retail investors [3] - Shenkai Co. (002361) saw a net inflow of 66.57 million yuan from institutional investors, with retail investors experiencing a net outflow of 42.09 million yuan [3] - Nalco Co. (002825) had a net inflow of 65.37 million yuan from institutional investors, with retail investors also facing a net outflow of 33.06 million yuan [3]

Core Viewpoint - The company plans to divest its wholly-owned subsidiary, Zhejiang Bofei New Energy Technology Co., Ltd., to focus on a light asset operation strategy, which is expected to enhance resource integration and expand its market presence in the new energy sector [1][3]. Group 1: Divestment Details - The total transaction price for the divestment of Bofei New Energy is set at 38.5225 million yuan, with the subsidiary no longer included in the company's consolidated financial statements post-transaction [1][3]. - The divestment is part of a strategic shift towards light asset operations, allowing the company to avoid the burdens of land and factory ownership [2][3]. - The subsidiary was established to undertake a project with a total investment of no less than 1 billion yuan, which is now expected to be continued by the company's controlling subsidiary, Zhejiang Bofei Green Energy Technology Co., Ltd. [2][5]. Group 2: Financial Performance and Projections - Bofei New Energy has not yet turned a profit, reporting a revenue of 385,680 yuan and a net loss of 558,890 yuan in the first half of the year [5]. - The projected revenue for 2024 is 33,550 yuan, with a net loss of 403,930 yuan, indicating ongoing financial challenges [5]. - The company anticipates a reduction in overall investment for the 1 billion yuan project due to the divestment of fixed assets, focusing instead on equipment and raw material costs [7]. Group 3: Future Operations - The company remains optimistic about the market potential for composite material frames as a substitute for aluminum alloy frames, indicating a commitment to continue operations in this area [2][7]. - The project will be managed by Bofei Green Energy, which will lease the land and factory from Bofei New Energy to maintain continuity in operations [3][7].

每经记者｜陈鹏丽 每经编辑｜文多 10月8日晚，博菲电气（SZ001255，股价31.65元，市值25.73亿元）公告称，公司拟将持有的全资子公 司浙江博菲新能源科技有限公司（以下简称博菲新能）100%股权全部转让出去，受让方为海宁经开产 业园区开发建设有限公司（以下简称海宁经开公司）。本次拟剥离资产的交易对价为3852.25万元，交 易完成后，博菲新能将不再纳入公司合并报表范围。 《每日经济新闻》记者了解到，博菲新能原名"浙江博菲光伏材料有限公司"。2023年3月，博菲电气与 浙江省海宁经济开发区管理委员会曾签署《年产70000吨新能源复合材料制品建设项目（一期）及总部 项目投资协议书》，该项目总投资额不低于10亿元。博菲新能便是博菲电气为承接该项目而在海宁经济 开发区投资设立的全资子公司。 如今，项目公司成立不到3年，今年上半年尚未盈利，博菲电气却有了"退意"，如何解读？ 10月9日上午，博菲电气董秘办公室相关人士告诉《每日经济新闻》记者，计划剥离博菲新能是为了实 现轻资产运营，"因为新能源（业务）有土地、厂房，而我们要走轻资产运营"。至于前述10亿元项目是 否继续推进，公司回复记者称，公司预期光伏复合材 ...

Group 1 - Company Bofei Electric announced the complete transfer of its 100% stake in its wholly-owned subsidiary Bofei New Energy to Haining Economic Development Zone Construction Co., Ltd. for a transaction price of 38.5225 million yuan [1] - Following the transaction, Bofei Electric will no longer hold any equity in Bofei New Energy, and Bofei New Energy will be excluded from the consolidated financial statements of the listed company [1] - Bofei New Energy has reported continuous losses over the past year and a half, with projected revenues of 335,500 yuan and 3,856,800 yuan for the first halves of 2024 and 2025, respectively, and net losses of 4,039,300 yuan and 5,588,900 yuan [1] Group 2 - Bofei Electric, listed on the Shenzhen Stock Exchange in September 2022, specializes in the research and manufacturing of insulation materials for electric motors, generators, and transformers, and is recognized as a national high-tech enterprise [2] - The company has experienced a decline in net profit for four consecutive years, with net profits of 76.0101 million yuan, 69.3027 million yuan, 32.9902 million yuan, and 13.2377 million yuan from 2021 to 2024, reflecting year-on-year decreases of 12.88%, 8.82%, 52.4%, and 59.87% respectively [2] - In the first half of this year, Bofei Electric achieved revenue of 196 million yuan, representing a year-on-year growth of 39.67%, with a net profit attributable to shareholders of 8.5871 million yuan, a significant increase of 882.67% [2]

Key Points - Hainan Huatie's shareholder Hu Danfeng has terminated the share reduction plan and plans to increase holdings in the company with an investment of no less than 30 million yuan and no more than 50 million yuan [2] - Yonghe Co. expects a net profit increase of 447.64% to 506.85% year-on-year for Q3 2025, driven by the high demand in the refrigerant industry and product optimization [3] - Delis Co. is planning a change in company control, leading to a suspension of its stock from October 9, 2025 [4] - BYD reported September 2025 sales of 396,300 new energy vehicles, a slight decrease from 419,400 units in the same month last year, while cumulative sales for the year reached 3.26 million units, up 18.64% [5] - Chipone Technology expects Q3 2025 revenue of 1.284 billion yuan, marking a historical high for the company, with a year-on-year increase of 78.77% [7] - Chipone anticipates a significant improvement in profitability for Q3 2025, with new orders expected to reach 1.593 billion yuan, a year-on-year increase of 145.80% [8] - ST Zhengping's stock will be suspended from trading starting October 9, 2025, due to unusual stock price fluctuations [2][28] - Huanxin Cement plans to repurchase shares worth between 32.25 million and 64.5 million yuan [14] - Sichuan Gold won exploration rights for a gold mine in Xinjiang for 510 million yuan, indicating strong geological potential [15]