锦 天 城 律师事务 所 ALLBRIGHT LAW OFFICES 上海锦天城（杭州）律师事务所 关于宁波博汇化工科技股份有限公司 提前赎回可转换公司债券的 法律意见书 法律意见书 上锦杭I2025|法意字第 40725 号 地址: 浙江省杭州市上城区富春路 308 号华成国际发展大厦 11/12 层 电话:571-89838088 传真: 571-89838099 邮编: 310020 上海锦天城(杭州)律师事务所 法律意见书 上海锦天城(杭州)律师事务所 关于宁波博汇化工科技股份有限公司 提前赎回可转换公司债券的 致:宁波博汇化工科技股份有限公司 上海锦天城(杭州)律师事务所(以下简称"锦天城"或"本所")接受宁波 博汇化工科技股份有限公司(以下简称"公司""上市公司"或"博汇股份")的 委托,根据《中华人民共和国公司法》（以下简称"《公司法》"）、《中华人民 共和国证券法》(以下简称"《证券法》")、《可转换公司债券管理办法》(以 下简称"《管理办法》")、《公司债券发行与交易管理办法》《深圳证券交易所 公司债券上市规则》、《深圳证券交易所上市公司自律监管指引第 15 号 -- 可转 换公司债券》(以 ...

债券简称：博汇转债 债券代码：123156 宁波博汇化工科技股份有限公司 （住所：浙江省宁波石化经济技术开发区滨海路 2366 号） 光大证券股份有限公司关于 宁波博汇化工科技股份有限公司 向不特定对象发行可转换公司债券 临时受托管理事务报告 （关于提前赎回"博汇转债"事项） 债券受托管理人 (上海市静安区新闸路 1508 号) 二零二五年七月 重要声明 本报告依据《公司债券发行与交易管理办法》《宁波博汇化工科技股份有限 公司向不特定对象发行可转换公司债券募集说明书》《宁波博汇化工科技股份有 限公司 2021 年度向不特定对象发行可转换公司债券之受托管理协议》等相关文 件、第三方机构出具的专业意见以及宁波博汇化工科技股份有限公司出具的相关 说明文件等，由本期债券受托管理人光大证券股份有限公司（以下简称"光大证 券"）编制。 本报告不构成对投资者进行或不进行某项行为的推荐意见，投资者应对相关 事宜做出独立判断，而不应将本报告中的任何内容据以作为光大证券所作的承诺 或声明。 2 光大证券股份有限公司（以下简称"光大证券""保荐机构"）作为宁波博汇 化工科技股份有限公司（以下简称"博汇股份"或者"发行人""公司"） ...

New Stock Issuance - Multiple companies are scheduled for new stock issuance on July 24, 2025, including *ST Zitian (300280) and ST Nanzhi (002305) [1] - Significant announcements were made for companies like Guosheng Tang (300436) and Huayin Power (600744) on July 17 and July 15, respectively [1] Trading Alerts - Companies such as Gaoguan Min Explosive (002827) and Zhongyan Dadi (003001) have recent trading alerts as of July 24, 2025 [1] - A total of 50 companies have been flagged for abnormal trading fluctuations, indicating potential market volatility [2] Market Trends - The report highlights a trend of increased market activity with numerous companies announcing significant changes in stock status [1] - The presence of multiple *ST (Special Treatment) companies suggests heightened scrutiny and potential risk for investors [1] Regulatory Compliance - Companies are required to disclose significant announcements to ensure transparency in trading activities [1] - The report emphasizes the importance of monitoring announcements to assess market conditions and investment risks [1]

Group 1 - The core point of the article is that Ningbo Bohui Chemical Technology Co., Ltd. plans to purchase assets through its wholly-owned subsidiary for the development of intelligent computing services, with a total procurement amount not exceeding RMB 390 million [3][10]. - The company has approved the asset purchase proposal in its board meetings and will submit it for shareholder approval as the transaction amount exceeds 50% of its net assets [4][10]. - The assets to be purchased include servers, data center facilities, and related technology services, aimed at providing intelligent cloud services [6][10]. Group 2 - The counterparty for the asset purchase is Hangzhou Xinfengwei Network Technology Co., Ltd., which is not related to the company [5][6]. - The payment for the assets will be made in stages, with the first two payments due shortly after board approval, and the remaining balance due after shareholder approval [7][8]. - The transaction does not involve any equity assets or liabilities and is not classified as a major asset restructuring or related party transaction [4][10].

Core Viewpoint - Bohui Co., Ltd. plans to invest up to RMB 390 million to enter the intelligent computing power industry despite facing financial difficulties and consecutive losses over the past two years [2][3][4]. Financial Performance - The company reported revenues of RMB 2.965 billion, RMB 2.778 billion, and RMB 2.279 billion for the years 2022, 2023, and 2024, respectively, with net profits of RMB 141 million, -RMB 199 million, and -RMB 306 million, indicating a trend of increasing losses [3]. - In Q1 2025, the company generated RMB 535 million in revenue, a year-on-year decrease of 32.42%, with a net loss of RMB 47 million, which is approximately half of the previous year's loss [3]. Investment Plans - The investment will be made through its wholly-owned subsidiary, Wuxi Jizhi Liquid Cooling Technology Co., Ltd., to purchase servers, data center facilities, and related technology services, with a total procurement amount not exceeding RMB 390 million [3][4]. Funding and Financial Health - As of March 31, 2025, the company had cash reserves of RMB 362 million, alongside short-term borrowings of RMB 436 million and non-current liabilities due within one year amounting to RMB 311 million [3][4]. - The company announced plans to raise up to RMB 416 million through a private placement to replenish working capital and repay bank loans, with the new major shareholder being Wuxi Huishan Yuanxin Investment Partnership [5]. Strategic Changes - The company has recently undergone a change in control, with Wuxi Huishan Yuanxin becoming the new controlling shareholder, backed by state-owned assets [5]. - The entry into the intelligent computing power sector is seen as a significant shift for a company traditionally focused on petrochemicals, with potential support from state-owned and Alibaba-related entities [5].

债券简称：博汇转债 债券代码：123156 宁波博汇化工科技股份有限公司 （住所：浙江省宁波石化经济技术开发区滨海路 2366 号） 光大证券股份有限公司关于 宁波博汇化工科技股份有限公司 向不特定对象发行可转换公司债券 临时受托管理事务报告 （关于子公司购买资产事项） 债券受托管理人 (上海市静安区新闸路 1508 号) 二零二五年七月 重要声明 本报告依据《公司债券发行与交易管理办法》《宁波博汇化工科技股份有限 公司向不特定对象发行可转换公司债券募集说明书》《宁波博汇化工科技股份有 限公司 2021 年度向不特定对象发行可转换公司债券之受托管理协议》等相关文 件、第三方机构出具的专业意见以及宁波博汇化工科技股份有限公司出具的相关 说明文件等，由本期债券受托管理人光大证券股份有限公司（以下简称"光大证 券"）编制。 本报告不构成对投资者进行或不进行某项行为的推荐意见，投资者应对相关 事宜做出独立判断，而不应将本报告中的任何内容据以作为光大证券所作的承诺 或声明。 2 光大证券股份有限公司（以下简称"光大证券""保荐机构"）作为宁波博汇 化工科技股份有限公司（以下简称"博汇股份"或者"发行人""公司"）向不特 ...

New Stock Issuance - The new stock issued by Hanguo Group is priced at 15.43 RMB per share[1] - The subscription period for the tender offer of ST Kelly is from July 17, 2025, to August 15, 2025[1] Abnormal Fluctuations - Several stocks, including ST Zitian and Guangshengtang, have reported severe abnormal fluctuations[2] - The announcement links for stocks experiencing abnormal fluctuations are provided for investor reference[2] Market Updates - A total of 30 stocks have been listed for trading updates, with various announcements made between July 15 and July 21, 2025[1] - The report includes links to detailed announcements for each stock, ensuring transparency and accessibility for investors[1]

Group 1 - US tech stocks performed well last Friday, supporting a slight increase in the Nasdaq, which reached a new intraday high. The S&P 500 closed down 0.01%, and the Dow Jones fell 0.32% [1] - Tesla shares rose by 3.2%, while Nvidia increased by over 4.5%, marking an eight-week consecutive rise. Netflix's stock dropped by over 5% following its earnings report [2] - The Chinese concept stock index rose by 0.6%, with notable gains from companies like New Oxygen (up 17.4%), Kingsoft Cloud (up 7.2%), and Tiger Brokers (up over 6.6%). Alibaba's stock increased by 2.5% [3] Group 2 - Gold prices increased by 0.22%. Oil prices experienced a V-shaped reversal, initially rising by about 2% before erasing gains [4] - Former President Trump signed the "Stablecoin Innovation Act," marking the implementation phase of US stablecoin regulatory legislation [4] - Bulish, a company owning a cryptocurrency exchange and media, submitted registration documents to the SEC for a listing on the NYSE [5] Group 3 - Nvidia's H20 inventory is limited, and there are no plans for production resumption. CEO Jensen Huang sold Nvidia stock worth approximately $12.94 million [6] - The Kimi K2 model topped the global open-source model rankings according to LMArena [7] Group 4 - Major domestic events include the commencement of the Yarlung Tsangpo River downstream hydropower project, with a total investment of approximately 1.2 trillion yuan [8] - The central enterprise investment in Tibet has been upgraded, with a significant investment rollout [9] - Chongqing's government issued measures to boost consumption, focusing on "AI + consumption" initiatives [9] Group 5 - The Conflux Tree Graph public chain 3.0 is set to launch in August, with strategic partnerships aimed at promoting offshore RMB stablecoin issuance and cross-border settlement [10] - The A-share market outlook is generally positive, with brokerages noting a disparity between upward potential and downward risk [11] - The central government is conducting research on irrational competition in the new energy vehicle industry [12] Group 6 - Yushutech has begun listing guidance, with significant backing from major investors [17] - The discovery of a new rare earth mineral "Neodymium Yellow River Ore" expands resource potential [18] - The robotics sector is seeing growth, with major contracts awarded, including a record procurement order for humanoid robots [17]

Core Viewpoint - Multiple listed companies in the Shanghai and Shenzhen markets announced significant updates, including stock issuance terminations, share transfers, acquisitions, and financial performance reports, which may present investment opportunities and risks for investors [2]. Major Events - Jinbo Co., Ltd. announced the termination of its plan to issue A-shares to specific investors for the year 2025 [3]. - Cross-Border Communication's largest shareholder successfully auctioned 8 million shares for 36.09 million yuan, with no change in control [4]. - Shanghai Shimao Development's subsidiary plans to sell part of its Quanzhou project for 2.053 billion yuan, expecting a net profit of approximately 163 million yuan [6]. - Prit Group's subsidiary introduced a strategic investor, Guangzhou Guoyan No. 1, through a capital increase [7]. - Caesar Travel's subsidiary intends to acquire 51% of Guotour Fujian for 16.83 million yuan [8]. - Dongfang Fortune's shareholder plans to transfer 159 million shares, representing 1% of the total share capital [9]. - Changhong High-Tech plans to acquire 100% of Guangxi Changke's equity, with shares resuming trading on July 21 [10]. - Weifu High-Tech intends to convert its B-shares to be listed on the Hong Kong Stock Exchange [11][12]. - ST Yazhen's stock will resume trading on July 21 after completing a verification process [13]. - ChipLink Integration plans to acquire 72.33% of ChipLink Yuezhou for 5.897 billion yuan [14]. - Notai Bio will be subject to risk warnings, changing its A-share abbreviation to ST Notai due to previous financial misreporting [15]. - Delisted Jinguang's stock will cease trading on July 25 [16]. - Bohui Co. plans to purchase servers and related assets for intelligent computing services, with a total expenditure not exceeding 390 million yuan [17]. Financial Performance - CICC's subsidiary reported a net profit of 987 million yuan for the first half of the year [21]. - Great Wall Motors reported a net profit of 6.337 billion yuan, a decrease of 10.22% year-on-year [22]. - Shuangjie Electric expects a net profit of 100 million to 120 million yuan, an increase of 16.03% to 39.23% year-on-year [23]. - Shentong Technology reported a net profit of 64.278 million yuan, a year-on-year increase of 111.09% [24]. - Sanhuan Group anticipates a net profit of 1.128 billion to 1.333 billion yuan, a growth of 10% to 30% year-on-year [25][26]. - Nanjing Gaoke's contract sales reached 820 million yuan, a year-on-year increase of 824.68% [27]. - Kaierda expects a net profit of 1.97 million to 2.56 million yuan, a decrease of 89.11% to 91.62% year-on-year [28]. Major Contracts - Senyuan Electric signed a strategic cooperation agreement with Xuchang Digital Technology for a business collaboration worth up to 500 million yuan [29]. - Oke Technology signed a 176 million yuan equipment sales contract, accounting for 40.51% of its last year's revenue [30]. - Rike Chemical signed a strategic cooperation framework agreement with Dongming Petrochemical for various technical collaborations [31]. Shareholding Changes - Hongbaoli's major shareholder plans to reduce its stake by up to 2% [33]. - Yaopi Glass's shareholder plans to reduce its stake by up to 2% [34]. - Dingsheng New Materials' shareholders plan to reduce their stake by up to 3% [35]. - Huiyun Titanium's controlling shareholder plans to reduce its stake by up to 3% [36]. - MediX's shareholder plans to reduce its stake by up to 1.49% [37]. - Aopu Optoelectronics' controlling shareholder plans to reduce its stake by up to 1% [38]. - Huada Jiutian's major shareholders plan to reduce their stakes by up to 1.5% [39][40]. Financing Activities - Zhengyu Industrial plans to raise up to 450 million yuan through a private placement [41]. - Dongwu Securities plans to raise up to 6 billion yuan through a private placement, with specific subscriptions from major investors [42]. - Weiguang Bio plans to raise up to 1.5 billion yuan for its smart industrial base project [43].

Core Viewpoint - The company is in the initial stage of developing its liquid cooling segment, with ongoing team building and business expansion efforts [1] Group 1: Company Development - The subsidiary engaged in the liquid cooling sector is currently in its startup phase [1] - The team is systematically advancing in both team formation and business development [1] Group 2: Market Strategy - The liquid cooling team plans to flexibly conduct business based on market demand [1] - The focus will be on customer attributes to enhance the application of liquid cooling technology in computing scenarios [1] Group 3: Growth Potential - The company aims for the liquid cooling segment to achieve rapid breakthroughs and become a new growth point [1]