Group 1 - The core viewpoint of the news is that 博汇股份 is taking multiple measures to address its declining performance, including accelerating global sourcing, improving product quality, and expanding into international markets [1] - 博汇股份 is engaging in commodity futures hedging to mitigate risks associated with price volatility [1] - The company plans to issue 73,644,312 shares to state-owned enterprises, which will increase state ownership to approximately 33.13% after the conversion of convertible bonds [1] - 博汇股份 has established a wholly-owned subsidiary, 无锡极致液冷科技有限公司, to enter the liquid cooling industry, optimizing its business structure and creating new growth potential [1] Group 2 - 深圳市凯丰投资管理有限公司 is a macro-hedge fund management company that invests in global bulk commodities, bonds, equity assets, and their derivatives [2] - 凯丰投资 has received multiple awards for its fund management, including "2014年度金牛私募管理公司（宏观期货策略）" and "2015年度金牛私募管理公司（宏观期货策略）" [2] - The company emphasizes the importance of detailed industry research and aims to strengthen communication and cooperation with real enterprises to provide comprehensive solutions within the industry chain [2]

Group 1: Company Strategies for Sustainable Development - The company is accelerating global sourcing efforts to enhance the procurement of raw materials, aiming to improve cost-effectiveness through AI-driven market analysis systems [2][3] - Focus on R&D in specialized oils and new chemical materials to enhance product quality and increase added value, with transformer oil being a key product for future cooling applications [2][3] - The company has established a wholly-owned subsidiary in Wuxi to explore liquid cooling business, optimizing its business structure and expanding market reach [3][4] Group 2: Risk Management and Financial Strategies - The company engages in commodity futures hedging to mitigate risks from price fluctuations in raw materials and products, utilizing approved futures exchanges for transactions [3] - Plans to issue up to 73,644,312 shares to state-owned assets, which, combined with transferred shares, will result in state ownership of approximately 33.13% of the company [3] - The company is awaiting approval from the Shenzhen Stock Exchange and the China Securities Regulatory Commission for the issuance of A-shares to specific investors [3] Group 3: Market Expansion and Product Development - The company is the only private refinery in China operating bonded high-sulfur fuel oil, breaking the reliance on imports for this product [3] - Continuous process optimization is being implemented to enhance product quality stability and increase capacity utilization [3] - The establishment of the Wuxi subsidiary will provide comprehensive liquid cooling management solutions, contributing to the company's growth potential [4]

Group 1: Company Overview and New Initiatives - The company established a wholly-owned subsidiary, Wuxi Jizhi Liquid Cooling Technology Co., Ltd., with an investment of 5 million RMB to enter the liquid cooling industry, aiming to optimize business structure and expand market reach [2] - The subsidiary will provide comprehensive solutions for IDC and AIDC intelligent computing center liquid cooling management systems, including GPU liquid cooling systems and cooling liquids [2] Group 2: Market Strategy and Production Capacity - The company has a production capacity of 400,000 tons per year for high-sulfur fuel oil, primarily serving international shipping clients, and is currently the only private refinery in China handling bonded high-sulfur fuel oil [3] - The company has successfully navigated the delivery of the first domestic bonded high-sulfur fuel oil futures, breaking the reliance on imports and supporting national energy independence [3] Group 3: Support from State Capital - The entry of state capital is expected to enhance the company's stability and accelerate industrial transformation, promoting long-term development [4] Group 4: Operational Improvements and Competitive Edge - The company is enhancing its competitive advantage by optimizing raw material procurement channels, increasing production capacity utilization, and exploring new business models such as import processing trade [5] - Efforts are being made to improve product quality and expand into high-end market applications, thereby increasing international market share [5] Group 5: Use of Convertible Bond Proceeds - Remaining funds from the convertible bond issuance will be used to permanently supplement working capital, repay bank loans, and support the upgrade of environmental aromatic oil products and comprehensive utilization of light hydrocarbons [6] Group 6: Disclosure of Information - The investor relations activity did not involve any undisclosed significant information [7]

上海市锦天城律师事务所 关于宁波博汇化工科技股份有限公司 2025 年第四次临时股东大会的 法律意见书 地址：上海市浦东新区银城中路 501 号上海中心大厦 9/11/12 层 电话：021-20511000 传真：021-20511999 邮编：200120 上海市锦天城律师事务所 法律意见书 上海市锦天城律师事务所 关于宁波博汇化工科技股份有限公司 2025 年第四次临时股东大会的 法律意见书 致：宁波博汇化工科技股份有限公司 上海市锦天城律师事务所（以下简称"本所"）接受宁波博汇化工科技股份 有限公司 （以下简称"公司"）委托，就公司召开 2025 年第四次临时股东大会 （以下简称"本次股东大会"）的有关事宜，根据《中华人民共和国公司法》（以 下简称《公司法》）《上市公司股东大会规则》等法律、法规、规章和其他规范 性文件以及《宁波博汇化工科技股份有限公司章程》（以下简称《公司章程》） 的有关规定，出具本法律意见书。 为出具本法律意见书，本所及本所律师依据《律师事务所从事证券法律业务 管理办法》和《律师事务所证券法律业务执业规则（试行）》等规定，严格履行 了法定职责，遵循了勤勉尽责和诚实信用原则，对本次股 ...

本公司及董事会全体成员保证信息披露内容的真实、准确和完整，没有虚假 记载、误导性陈述或重大遗漏。 特别提示： 1.本次股东大会未出现否决议案的情形。 | 证券代码：300839 | 证券简称：博汇股份 | 公告编号：2025-085 | | --- | --- | --- | | 债券代码：123156 | 债券简称：博汇转债 | | 宁波博汇化工科技股份有限公司 2025 年第四次临时股东大会决议公告 3.中小股东是指除上市公司董事、监事、高级管理人员以及单独或者合计持 有公司 5%以上股份的股东以外的其他股东。 一、会议召开和出席情况 （一）会议召开情况 1.会议召开时间： （1）现场会议召开时间：2025 年 6 月 12 日（星期三）15:00 开始。 （2）网络投票时间： 通过深圳证券交易所交易系统进行网络投票的时间 2025 年 6 月 12 日 9:15-9:25，9:30-11:30，13:00-15:00。 通过深圳证券交易所互联网系统投票的具体时间为 2025 年 6 月 12 日 9:15-15:00。 2.会议地点：浙江省宁波市镇海区镇骆东路 1818 号公司二楼会议室。 2.本次股东 ...

Core Viewpoint - The expansion of the consumption tax on refined oil products has led to significant tax liabilities for companies, highlighting the need for clarity on which products fall under the tax scope to mitigate tax risks [1][2]. Group 1: Tax Incidents - Two listed companies, Chengzhi Co., Ltd. and Ningbo Bohui Chemical Technology Co., Ltd., have faced substantial tax payments exceeding 100 million yuan due to the recent expansion of the consumption tax scope [1]. - Chengzhi's subsidiary was required to pay approximately 166 million yuan in consumption tax and related penalties, while Bohui reported a total of about 479 million yuan in tax payments [1][2]. Group 2: Regulatory Changes - In June 2023, the Ministry of Finance and the State Taxation Administration issued an announcement that effectively broadened the consumption tax scope for refined oil products, including mixed aromatics and heavy aromatics [2]. - The announcement aims to enhance tax management and promote the healthy development of the refined oil industry, with different tax rates applied to various oil products [2]. Group 3: Disputes and Clarifications - There are disputes between companies and tax authorities regarding whether certain products fall under the consumption tax scope, as seen in Bohui's case where the tax authority classified its heavy aromatic derivatives as taxable [3][4]. - The complexity arises from the diverse nature of chemical products and the potential for tax evasion through product name changes [4]. Group 4: Risk Mitigation Strategies - Companies are advised to assess their products against national and industry standards to determine tax obligations, as outlined by the State Taxation Administration [5]. - The administration has also introduced a temporary management method for testing taxable refined oil products to standardize the detection process and resolve disputes [6]. Group 5: Future Tax Reforms - The government plans to accelerate the reform of the consumption tax system, potentially moving the tax collection process to local levels, which could alleviate financial pressure on production enterprises [6][9]. - Experts suggest that moving the tax collection process could improve local government engagement in tax management, although it may also increase the administrative burden on tax authorities due to a larger number of taxpayers [9].

Core Viewpoint - The company has established a wholly-owned subsidiary, Wuxi Jizhi Liquid Cooling Technology Co., Ltd., with a registered capital of 5 million RMB to optimize its business structure and enhance growth potential [1] Group 1: Company Establishment - The subsidiary was registered with a capital of 5 million RMB and is located in Wuxi City, Huishan District [1] - The legal representative of the subsidiary is Wang Guohua, and the establishment date is June 6, 2025 [1] Group 2: Business Scope - The subsidiary's business scope includes technical services, technical development, and manufacturing of network and communication equipment [1] Group 3: Strategic Implications - Establishing the subsidiary is expected to broaden the company's business layout, achieve synergy among business segments, and strengthen its core competitive advantages [1] - The move is aligned with the company's strategic goals and aims to create new growth opportunities [1]

宁波博汇化工科技股份有限公司（以下简称"公司"）根据公司经营发展及 战略规划，经董事长审批通过，同意使用自有资金人民币 500 万元设立全资子公 司无锡极致液冷科技有限公司，并授权相关人员办理注册登记等事宜。 根据《深圳证券交易所创业板股票上市规则》《公司章程》等相关规定，本 次投资设立全资子公司事项在公司董事长权限内，无需提交公司董事会或股东大 会审议。本次投资不涉及关联交易，也不构成《上市公司重大资产重组管理办法》 规定的重大资产重组。 | 证券代码：300839 | 证券简称：博汇股份 | 公告编号：2025-084 | | --- | --- | --- | | 债券代码：123156 | 债券简称：博汇转债 | | 宁波博汇化工科技股份有限公司 关于设立全资子公司并完成工商注册登记的公告 本公司及董事会全体成员保证信息披露内容的真实、准确和完整，没有虚 假记载、误导性陈述或重大遗漏。 经营范围：许可项目：建筑智能化系统设计（依法须经批准的项目，经相关 部门批准后方可开展经营活动，具体经营项目以审批结果为准) 近日，该全资子公司已完成相关工商注册登记手续，并取得无锡市惠山区数 据局颁发的《营业执照》。 ...

Investment Rating - The report does not explicitly provide an investment rating for the company Core Insights - The company, Bohui Co., has experienced a drastic decline in profitability, with a cumulative loss of 5.1 billion in just two years, erasing nearly 80% of its ten-year accumulated profits of 6.5 billion [15][35] - The significant losses are attributed to changes in tax policies that have imposed new consumption taxes on its main product, heavy aromatic hydrocarbons, which previously benefited from tax exemptions [19][35] - The company has attempted to pivot by producing derivative products to circumvent the new tax regulations, but this strategy has raised concerns with tax authorities [36][44] Summary by Sections Company Background - Bohui Co. has been in the fuel oil deep processing industry for 20 years, primarily producing heavy aromatic hydrocarbons, which are essential for asphalt and rubber [10] - The company saw substantial revenue and profit growth from 2013 to 2022, peaking in 2022 with revenues of 2.97 billion and profits of 152 million [12] Recent Developments - In early 2025, the company announced a change in control, with state-owned Wuxi Guozi acquiring a significant stake [3][5] - The acquisition process involves multiple stages, including share transfer and capital increase, with the original owner set to exit with 263 million [5][7] Financial Performance - In 2023, the company reported a 6.32% decline in revenue to 2.78 billion, with a notable shift to losses due to reduced trade income and increased tax burdens [15] - The new consumption tax policy introduced in June 2023 has drastically affected the company's profitability, leading to a situation where selling its main product results in losses [21][35] Tax Policy Impact - The new tax policy requires the company to pay approximately 2200 per ton in taxes for heavy aromatic hydrocarbons, which significantly exceeds its profit margins [21][22] - The company has attempted to adapt by producing derivative products that are not explicitly covered by the new tax regulations, but this has led to scrutiny from tax authorities [36][44] Strategic Responses - Bohui Co. has reduced production and announced plans to stop producing aromatic series products, citing operational difficulties while simultaneously managing idle funds [29][30] - Despite these challenges, the company has resumed production of its aromatic products, indicating a struggle to maintain operations amid financial pressures [34]

Core Viewpoint - The article discusses the recent acquisition of Bohui Co., Ltd. by Wuxi State-owned Assets, highlighting the company's significant financial struggles and the impact of tax policy changes on its profitability [3][10][32]. Group 1: Acquisition Details - Wuxi State-owned Assets plans to invest 680 million yuan to acquire Bohui Co., Ltd., which has been a topic of public discussion [3]. - The acquisition process involves three stages: transfer of shares, capital increase subscription, and relinquishment of voting rights by the previous owner [8]. - As of May 20, 2025, the first stage of the acquisition has been completed, with the second stage underway [9]. Group 2: Financial Performance - Bohui Co., Ltd. experienced a significant increase in revenue and profit from 2013 to 2022, reaching peak figures of 2.97 billion yuan in revenue and 152 million yuan in profit in 2022 [12][13]. - However, in 2023, the company reported a 6.32% decline in revenue to 2.78 billion yuan and incurred losses of 510 million yuan over two years, erasing 80% of its ten-year accumulated profits [16][32]. Group 3: Tax Policy Impact - The introduction of a new tax policy in June 2023 required Bohui Co., Ltd. to pay consumption tax on its main product, heavy aromatic hydrocarbons, which previously enjoyed tax exemptions [20]. - The new tax burden resulted in a loss of approximately 1,800 yuan for every ton of heavy aromatic hydrocarbons sold, leading to severe financial distress for the company [21][32]. - The company's previous profitability was largely dependent on government tax incentives, raising concerns about its competitive position in the market [26]. Group 4: Strategic Responses - In response to the tax changes, Bohui Co., Ltd. attempted to pivot by producing derivative products of heavy aromatic hydrocarbons, which were not subject to the same tax [33][36]. - Despite these efforts, the company faced scrutiny from tax authorities, leading to a significant tax liability of nearly 500 million yuan for the period from July 2023 to March 2024 [41][42]. - The ongoing financial challenges and strategic missteps have raised questions about the company's long-term viability and operational focus [43].