博汇股份(300839) - 2025 Q2 - 季度财报

Important Notes, Table of Contents, and Definitions This section provides crucial disclaimers, a detailed table of contents, and definitions of key terms used throughout the report for clarity Important Notes The Board, Supervisory Board, and senior management guarantee the report's accuracy, while the company addresses losses through strategic adjustments and new business development, reminding investors of various risks and no dividend plan - The company's Board of Directors, Supervisory Board, and senior management guarantee the truthfulness, accuracy, and completeness of the semi-annual report content[3] - During the reporting period, the company incurred operating losses but is actively adjusting its business strategy, optimizing resource allocation, exploring new business models, and seeking new growth curves through technological innovation, technical transformation, and cost reduction measures to improve profitability[3] - The company reminds investors to pay special attention to risks such as raw material and product price fluctuations, macroeconomic and industry conditions, exchange rates, and management risks arising from changes in actual control and subsequent corporate governance structure arrangements[4][5] - The company plans not to distribute cash dividends, send bonus shares, or convert capital reserves into share capital[6] Definitions This chapter defines common terms used in the report, including company names, controlling shareholders, related parties, subsidiaries, laws, and financial reporting periods, ensuring clear understanding - Company, the Company, Bohui Shares refers to Ningbo Bohui Chemical Technology Co., Ltd[13] - Wenhui Group refers to Ningbo Wenhui Holding Group Co., Ltd., the company's controlling shareholder[13] - Reporting Period, this year refers to the first half of 2025[13] Company Profile and Key Financial Indicators This section outlines the company's basic information, contact details, and presents key accounting data and financial indicators, including non-recurring gains and losses Company Profile Ningbo Bohui Chemical Technology Co., Ltd. (stock code: 300839) is listed on the Shenzhen Stock Exchange, with Wang Lü as its legal representative Company Basic Information | Indicator | Content | | :--- | :--- | | Stock Abbreviation | Bohui Shares | | Stock Code | 300839 | | Listing Exchange | Shenzhen Stock Exchange | | Chinese Name | 宁波博汇化工科技股份有限公司 | | Legal Representative | 王律 | Contact Person and Information The company's Board Secretary is Zhang Xuelian, with contact details including address, phone/fax, and email provided for investor communication Board Secretary Contact Information | Position | Name | Contact Address | Phone/Fax | Email | | :--- | :--- | :--- | :--- | :--- | | Board Secretary | 张雪莲 | 浙江省宁波市镇海区镇骆东路1818号 | 0574-86369063 | bohui@bhpcc.com | Other Information During the reporting period, there were no changes in the company's contact information or registration, with disclosures made via official media channels - The company's registered address, office address, website, and email remained unchanged during the reporting period, with details available in the 2024 annual report[17] - The company's semi-annual report is disclosed on the Shenzhen Stock Exchange website (http://www.szse.cn/) and media outlets including Juchao Information Network (http://www.cninfo.com.cn), Shanghai Securities News, and Securities Times[18] Key Accounting Data and Financial Indicators Revenue slightly decreased year-on-year, but net loss attributable to shareholders significantly narrowed, operating cash flow turned positive, while total assets and net assets decreased Key Accounting Data and Financial Indicators (Year-on-Year) | Indicator | Current Period (yuan) | Prior Year Period (yuan) | Year-on-Year Change | | :--- | :--- | :--- | :--- | | Operating Revenue | 1,342,297,278.60 | 1,365,983,219.56 | -1.73% | | Net Profit Attributable to Shareholders | -59,289,443.44 | -105,492,611.79 | 43.80% | | Net Profit Attributable to Shareholders (Excluding Non-recurring Items) | -94,969,325.09 | -105,209,166.90 | 9.73% | | Net Cash Flow from Operating Activities | 90,428,012.58 | -208,411,105.36 | 143.39% | | Basic Earnings Per Share (yuan/share) | -0.25 | -0.44 | 43.18% | | Diluted Earnings Per Share (yuan/share) | -0.25 | -0.44 | 43.18% | | Weighted Average Return on Net Assets | -15.92% | -15.72% | -0.20% | Key Accounting Data and Financial Indicators (Period-end) | Indicator | Current Period-end (yuan) | Prior Year-end (yuan) | Change | | :--- | :--- | :--- | :--- | | Total Assets | 1,770,374,926.74 | 2,135,129,980.80 | -17.08% | | Net Assets Attributable to Shareholders | 342,825,149.01 | 402,164,017.48 | -14.75% | Differences in Accounting Data under Domestic and Overseas Accounting Standards During the reporting period, there were no differences in net profit and net assets between international/overseas accounting standards and Chinese accounting standards - The company's financial report for the reporting period shows no differences in net profit and net assets between International Accounting Standards and Chinese Accounting Standards[21] - The company's financial report for the reporting period shows no differences in net profit and net assets between overseas accounting standards and Chinese Accounting Standards[22] Non-recurring Gains and Losses and Amounts Total non-recurring gains and losses amounted to 35.68 million yuan, primarily from asset disposals, government grants, hedging, and wealth management, after tax and minority interest adjustments Non-recurring Gains and Losses and Amounts | Item | Amount (yuan) | Explanation | | :--- | :--- | :--- | | Gains/losses from disposal of non-current assets | 12,204,778.58 | Primarily gains from disposal of right-of-use assets | | Government grants recognized in current profit or loss | 1,656,562.98 | Primarily allocated special reward funds for major industrial investment projects | | Fair value changes and disposal gains/losses from financial assets and liabilities held by non-financial enterprises | 35,489,536.78 | Primarily raw material hedging gains from hedging activities | | Gains/losses from entrusted investments or asset management | 201,487.39 | Primarily wealth management income | | Other non-operating income and expenses apart from the above | -6,627,846.79 | | | Less: Income tax impact | 6,191,262.69 | | | Minority interest impact (after tax) | 1,053,374.60 | | | Total | 35,679,881.65 | | - The company has not reclassified any non-recurring gains and losses items listed in "Interpretive Announcement No. 1 on Information Disclosure by Companies Issuing Securities to the Public—Non-recurring Gains and Losses" as recurring gains and losses[26] Management Discussion and Analysis This section provides an in-depth analysis of the company's principal businesses, core competencies, financial performance, investment activities, and risk management strategies Principal Businesses During the Reporting Period The company specializes in fuel oil deep processing, focusing on R&D, production, and sales of eco-friendly aromatic oils and fuel oils, while expanding into AI computing solutions - The company focuses on the deep processing of fuel oil, dedicated to the technological R&D and innovation of specialty oils and fuel oils[28] - Main products include eco-friendly aromatic oils (white oil, lubricating base oil) and fuel oils (furnace fuel oil, marine fuel oil), applied in daily chemicals, textiles, energy storage materials, precision machinery, and international marine bunkering[28][29] - During the reporting period, the company established a wholly-owned subsidiary, Wuxi Liquid Cooling Technology Co., Ltd., to explore and gradually develop new businesses such as liquid cooling integrated solutions and intelligent computing services, building the company's presence in the AI computing field and opening new profit growth points[30] (I) Company Business Overview The company's core business involves R&D, production, and sales of eco-friendly aromatic oils and fuel oils, with strategic expansion into AI computing solutions - The company focuses on the deep processing of fuel oil, with its main business being the R&D, production, and sales of eco-friendly aromatic oils and fuel oils[28] - The company enhances product quality and added value, and expands diversified application markets and high-end market segments through process optimization, product application scenario development, new customer market entry, and building integrated upstream and downstream development[29] - Established a wholly-owned subsidiary, Wuxi Liquid Cooling Technology Co., Ltd., to explore and gradually develop new businesses such as liquid cooling integrated solutions and intelligent computing services, building the company's presence in the AI computing field[30] (II) Company Operating Performance The company achieved 1.342 billion yuan in revenue with a 43.80% reduction in net loss, driven by optimized production of bonded high-sulfur fuel oil H1 2025 Operating Performance | Indicator | Amount (yuan) | | :--- | :--- | | Operating Revenue | 1,342,000,000.00 | | Net Profit Attributable to Shareholders | -59,289,400.00 | | Net Profit Year-on-Year Growth | 43.80% | - The company optimized existing facilities and processes to achieve large-scale production of bonded high-sulfur fuel oil, seizing opportunities in international marine bunkering, stabilizing its supply structure, and building an integrated industrial ecosystem[31] (III) Company's Main Business Model The company operates with independent procurement, production, and direct sales systems, emphasizing circular economy, environmental protection, and market-oriented R&D - The company features both circular economy and environmental protection characteristics, generating profit through its self-developed technologies and processes to produce specialty oils and fuel oils[32] - The procurement model actively expands international raw material import channels through its Singapore subsidiary and establishes strict raw material inspection procedures[32][33] - The sales model adopts direct sales, having formed sales channels covering East China, South China, and North China, and added bonded oil processing trade business to expand into international markets[34] - The R&D model adheres to independent R&D and innovation, closely monitors customer market demand, and guides product innovation and development with energy-saving, environmental protection, and circular economy concepts[34] Analysis of Core Competencies The company's core strengths lie in its specialized chemical focus, continuous industrial upgrading, green petrochemical innovation, strategic regional advantages, talent development, strong brand reputation, and digital-green transformation - The company deeply cultivates the fuel oil deep processing sector, focusing on the R&D, production, and sales of specialty oils and fuel oils, centered on integrated industrial development, technology development and upgrading, to foster new quality productive forces and build a specialized, refined, distinctive, and green product system[35] - The company adheres to an innovation-driven development strategy, establishing a market-oriented R&D model with multi-departmental collaboration and internal-external synergy, and cooperates with renowned universities and research institutions to promote technological innovation and industrial integration[36] - The company is located in the Yangtze River Delta petrochemical industry cluster, leveraging its regional advantages and policy support, actively expanding international raw material import channels, extending its industrial chain, and developing overseas markets[37][38] - The company, supported by its "Future Factory" initiative, deeply applies emerging technologies such as 5G+industrial internet, digital twin, AI, big data, and IoT to achieve transparent management and intelligent decision-making across all business processes, enhancing management efficiency and capabilities[41] (I) Focus on Chemical Sub-sectors, Continuously Promoting Industrial Upgrading The company deepens its expertise in fuel oil deep processing, integrating the industry chain and leveraging technology to develop a specialized, green product system - The company deeply cultivates the fuel oil deep processing sector, focusing on the R&D, production, and sales of specialty oils and fuel oils[35] - It closely adheres to the concept of integrated industrial development, deepening and expanding upstream and downstream channels to enhance the resilience and competitiveness of the industrial chain and supply chain[35] - With technology development and upgrading as its core, it fosters new quality productive forces, enriches the connotation of green intelligent manufacturing, and builds a specialized, refined, distinctive, and green product system[35] (II) Technological Innovation and Renovation, Building a Green Petrochemical Circular Economy The company drives innovation in new materials and processes through market-oriented R&D, academic collaborations, and dedicated platforms to foster a green petrochemical circular economy - The company focuses on the forefront of global science and technology, addressing industry development opportunities and challenges, and is committed to the R&D of new materials, new processes, and new technologies[36] - It has established a market-oriented R&D model with multi-departmental collaboration and internal-external synergy, and has set up platforms such as the Ningbo Academician Workstation and Zhejiang High-tech Enterprise Research and Development Center[36] - It collaborates with renowned universities and professional research institutions such as China University of Petroleum, Zhejiang University, and Tianjin University, continuously enhancing its technological R&D and innovation capabilities[36] (III) Leveraging Regional Advantages, Catering to Diversified Market Demands Benefiting from its Yangtze River Delta location and policy support, the company expands its marketing network, raw material procurement, and market reach both domestically and internationally - The company is located in the Yangtze River Delta petrochemical industry cluster, with a complete industrial system, benefiting from Ningbo City's policy support for accelerating the development of advanced manufacturing[38] - It possesses extensive marketing networks and upstream and downstream channels, with convenient sea and land transportation, actively expanding international raw material import channels to further improve raw material procurement channels[38] - It extends its industrial chain, expands business scale, and plans for overseas market development, while also broadening product sales in the East China consumer market and continuously expanding applications[38] (IV) Advancing Talent-Driven Strategy, Building a High-Quality Employee Team The company prioritizes human capital, strategically recruiting and training talent, and reforming HR systems to foster a skilled, technological, and specialized workforce - The company adheres to a "talent strategization" business philosophy, managing human resources as its core capital[39] - It selectively introduces industry management and technical talent, and strengthens internal employee training at different levels and with specific focuses to enhance the overall quality of the company's talent pool[39] - Through human resource system reforms, it optimizes organizational structure, builds efficient mechanisms, effectively incentivizes employees, and drives the company towards talent-driven, technological, and specialized development[39] (V) Leveraging Strong Customer Reputation to Build Brand Advantage Deeply rooted in the fuel oil deep processing industry, the company leverages its extensive customer base and market recognition to expand its brand and market share - The company deeply cultivates the fuel oil deep processing industry, accumulating a large number of customer resources and establishing a good foundation of trust and long-term stable cooperative relationships with high customer loyalty[40] - With excellent product technology and service quality, it has gained market recognition, making it easier for new products and services to be accepted by the market[40] - The company will rely on and fully improve existing marketing channels, further develop product application scenarios, expand diversified application markets, strive to increase market share, consolidate customer resource advantages, and form a brand effect[40] (VI) Forging Digital and Green Development Advantages The company drives digital transformation through "Future Factory" initiatives, applying advanced technologies for transparent management and intelligent decision-making, earning national recognition for smart and green manufacturing - The company uses the "Future Factory" as an important support, continuously iterating and upgrading to empower enterprise digital transformation at multiple levels, across the entire chain, and in all aspects[41] - It deeply applies emerging industrial technologies such as 5G+industrial internet, digital twin, artificial intelligence, big data, and IoT to achieve transparent management and intelligent decision-making across all business processes, including R&D, production, management, supply chain, and services[41] - The company has been awarded multiple honors, including National Smart Manufacturing Demonstration Factory, National Green Factory, National "Specialized, Refined, Distinctive, and Innovative" Small Giant, and Zhejiang "Future Factory", and participated in compiling the "Reference Guide for Integrated Application of Industrial Internet and Petrochemical Industry"[41] Analysis of Principal Business Operating revenue slightly decreased, but operating costs significantly rose due to macroeconomic policies, while net cash flow from operating activities turned positive, and product gross margins declined Major Financial Data Year-on-Year Changes | Indicator | Current Period (yuan) | Prior Year Period (yuan) | Year-on-Year Change | Reason for Change | | :--- | :--- | :--- | :--- | :--- | | Operating Revenue | 1,342,297,278.60 | 1,365,983,219.56 | -1.73% | | | Operating Costs | 1,329,438,074.60 | 977,529,031.16 | 36.00% | Primarily due to macroeconomic policy impacts, leading to increased operating costs | | R&D Investment | 5,662,707.04 | 26,067,275.27 | -78.28% | Primarily due to focus on production facility and process optimization during the reporting period, with fewer specific R&D projects | | Net Cash Flow from Operating Activities | 90,428,012.58 | -208,411,105.36 | 143.39% | Primarily due to reduced raw material stocking compared to the prior year and recovery of accounts receivable for tax refunds during the reporting period | | Net Cash Flow from Investing Activities | 310,517,235.79 | -249,158,198.16 | 224.63% | Primarily due to recovery of land payments for the Boying New Material project and redemption of wealth management products during the reporting period | | Net Cash Flow from Financing Activities | -194,417,016.07 | 398,676,420.53 | -148.77% | Primarily due to reduced bank borrowings and withdrawal of minority shareholder investments during the reporting period | Products or Services Accounting for Over 10% of Revenue | Product or Service | Operating Revenue (million yuan) | Operating Costs (million yuan) | Gross Margin | Operating Revenue Year-on-Year Change | Operating Costs Year-on-Year Change | Gross Margin Year-on-Year Change | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | White Oil | 154.90 | 148.99 | 3.81% | -33.53% | -16.40% | -19.71% | | Base Oil | 397.93 | 380.62 | 4.35% | 1,804.50% | 2,398.72% | -22.75% | | Furnace Fuel Oil | 271.06 | 266.38 | 1.73% | 1.21% | 31.42% | -22.59% | | No. 6-7 Fuel Oil | 278.31 | 298.58 | -7.28% | | | | - There were no significant changes in the company's profit composition or sources during the reporting period[44] Analysis of Non-Principal Business Non-principal businesses, including investment income and fair value changes from hedging, and inventory impairment, significantly impacted total profit but are not sustainable Impact of Non-Principal Businesses on Total Profit | Item | Amount (yuan) | Proportion of Total Profit | Reason for Formation | Sustainability | | :--- | :--- | :--- | :--- | :--- | | Investment Income | 23,889,034.69 | -42.77% | Primarily raw material hedging gains from hedging activities | No | | Fair Value Change Gains/Losses | 12,157,380.44 | -21.77% | Primarily floating gains from hedging activities | No | | Asset Impairment | -30,334,082.02 | 54.31% | Inventory write-downs | No | | Non-operating Income | 85,243.13 | -0.15% | | No | | Non-operating Expenses | 6,719,430.39 | -12.03% | | No | Analysis of Assets and Liabilities Total assets decreased by 17.08%, with a notable increase in cash and equivalents, a decrease in borrowings, and some restricted bank deposits due to litigation and hedging Significant Changes in Asset Composition (Period-end) | Item | Current Period-end Amount (yuan) | Proportion of Total Assets | Prior Year-end Amount (yuan) | Proportion of Total Assets | Change in Proportion | | :--- | :--- | :--- | :--- | :--- | :--- | | Cash and Equivalents | 642,780,153.00 | 36.31% | 466,576,600.53 | 21.85% | 14.46% | | Short-term Borrowings | 368,018,666.40 | 20.79% | 536,506,993.07 | 25.13% | -4.34% | | Long-term Borrowings | 98,133,354.45 | 5.54% | 180,311,982.38 | 8.45% | -2.91% | | Total Assets | 1,770,374,926.74 | 100.00% | 2,135,129,980.80 | 100.00% | -17.08% | Assets and Liabilities Measured at Fair Value (Period-end) | Item | Period-end Amount (yuan) | | :--- | :--- | | Financial assets held for trading (excluding derivative financial assets) | 0.00 | | Derivative financial assets | 8,105,480.91 | | Other non-current financial assets | 3,000,000.00 | | Total above | 11,105,480.91 | | Financial liabilities | 0.00 | Restricted Asset Status (Period-end) | Item | Book Balance (yuan) | Type of Restriction | Restriction Details | | :--- | :--- | :--- | :--- | | Bank Deposits - Litigation Preservation Freeze | 646,068.35 | Litigation Preservation Freeze | Litigation Preservation Freeze | | Other Cash and Equivalents - Hedging Margin | 6,758,657.00 | Margin | Margin | | Total | 7,404,725.35 | | | Analysis of Investment Status Total investment significantly decreased, with raised funds fully utilized and reallocated, while the company engaged in hedging to mitigate market price risks Investment Amount During the Reporting Period | Indicator | Investment Amount in Reporting Period (yuan) | Investment Amount in Prior Year Period (yuan) | Change Rate | | :--- | :--- | :--- | :--- | | Total Investment | 213,729,224.12 | 583,010,348.07 | -63.34% | Financial Assets Measured at Fair Value (Period-end) | Asset Category | Period-end Amount (yuan) | Source of Funds | | :--- | :--- | :--- | | Financial Derivatives | 0.00 | Own Funds | | Futures | 8,105,480.91 | Own Funds | | Other | 3,000,000.00 | Own Funds | | Total | 11,105,480.91 | -- | - As of June 30, 2025, the company's raised funds have been fully utilized. Of this, 300.05 million yuan was reallocated to permanent working capital and bank loan repayment, and the original "Eco-friendly Aromatic Oil Product Upgrade and Light Hydrocarbon Comprehensive Utilization Project" has been terminated[59][65] - The company conducts hedging to mitigate risks from raw material and product price fluctuations and foreign currency exchange rate fluctuations in its production and operation activities; the futures market generated a profit of 39.91 million yuan, while the spot market incurred a loss of 57.44 million yuan, resulting in a net loss of 17.52 million yuan after offset[69] 5. Use of Raised Funds The 389.53 million yuan net proceeds from convertible bonds were fully utilized, with 300.05 million yuan reallocated to working capital and loan repayment, and the original project terminated Overall Use of Raised Funds | Total Raised Funds (million yuan) | Net Raised Funds (million yuan) | Total Raised Funds Used (million yuan) | Proportion of Raised Funds Used at Period-end | Total Raised Funds with Changed Use (million yuan) | Proportion of Total Raised Funds with Changed Use | | :--- | :--- | :--- | :--- | :--- | :--- | | 397.00 | 389.53 | 99.40 | 25.52% | 300.05 | 77.03% | - As of June 30, 2025, the company's raised funds have been fully utilized[59] - The remaining raised funds of 300.05 million yuan originally planned for the "Eco-friendly Aromatic Oil Product Upgrade and Light Hydrocarbon Comprehensive Utilization Project" have been reallocated to permanent working capital and bank loan repayment, and the project has been terminated[65] 6. Wealth Management, Derivative Investments, and Entrusted Loans The company had 150.00 million yuan in unexpired wealth management, engaged in hedging derivatives for price risk mitigation, resulting in a net hedging loss of 17.52 million yuan, and had no entrusted loans Overview of Wealth Management | Specific Type | Source of Wealth Management Funds | Amount of Wealth Management Transactions (million yuan) | Unexpired Balance (million yuan) | Overdue Unrecovered Amount (million yuan) | | :--- | :--- | :--- | :--- | :--- | | Bank Wealth Management Products | Own Funds | 150.00 | 150.00 | 0 | Derivative Investments for Hedging Purposes | Derivative Investment Type | Period-end Amount (million yuan) | Period-end Investment Amount as % of Company's Net Assets | | :--- | :--- | :--- | | Futures | 8.11 | 2.36% | | Foreign Exchange Options | 0 | 0.00% | | Total | 8.11 | 2.36% | - During the reporting period, hedging operations resulted in a 39.91 million yuan profit in the futures market and a 57.44 million yuan loss in the spot market, a net loss of 17.52 million yuan after offset, achieving hedging effectiveness. Foreign exchange options incurred a 4.24 million yuan loss this period[69] - The company had no entrusted loans during the reporting period[72] Significant Asset and Equity Sales The company did not engage in any significant asset or equity sales during the reporting period - The company did not sell significant assets during the reporting period[74] - The company did not sell significant equity during the reporting period[75] Analysis of Major Holding and Participating Companies The company's key subsidiaries include Beijing Yunqi, Zhejiang Hengfan, Ningbo Boxiang, Bohui Singapore, and newly established Wuxi Liquid Cooling, with no significant impact from changes in consolidation scope Major Subsidiaries and Participating Companies with >10% Impact on Net Profit | Company Name | Company Type | Main Business | Registered Capital | Total Assets (million yuan) | Net Assets (million yuan) | Operating Revenue (million yuan) | Operating Profit (million yuan) | Net Profit (million yuan) | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | 北京云骐信息科技有限公司 | Subsidiary | Technology development, consulting, services, promotion | 1.00 | 0.52 | 0.30 | 0.86 | 0.27 | 0.14 | | 浙江自贸区恒帆石油化工有限公司 | Subsidiary | Chemical products, petroleum products sales, import/export | 20.00 | 20.31 | 20.12 | 0.83 | -0.02 | 0.01 | | 宁波博翔新材料科技有限公司 | Subsidiary | New material technology R&D, chemical products, petroleum products production/sales, hazardous chemical operations | 50.00 | 63.98 | 63.87 | 0.00 | 3.39 | 3.40 | | 博汇化工科技（新加坡）私人有限公司 | Subsidiary | Petroleum refining, petrochemical product wholesale | 0.50 million SGD | 109.37 | 11.66 | -13.45 | 11.60 | 8.32 | | 宁波博实企业管理咨询有限公司 | Subsidiary | Enterprise management consulting; enterprise management; brand management | 5.00 | 0.00 | 0.00 | 0.07 | 1.48 | 1.41 | | 宁波博承企业管理合伙企业（有限合伙） | Subsidiary | Enterprise management consulting, enterprise management, brand management | 7.04 | 0.00 | 0.00 | 0.00 | 2.24 | 2.24 | | 宁波博盈新材料有限公司 | Subsidiary | New material technology R&D | 500.00 | 0.00 | 0.00 | 0.00 | 2.99 | 3.22 | | 无锡极致液冷科技有限公司 | Subsidiary | Liquid cooling integrated solutions and computing-related services | 5.00 | 4.99 | 4.89 | 0.00 | -0.11 | -0.11 | Acquisition and Disposal of Subsidiaries During the Reporting Period | Company Name | Method of Acquisition and Disposal of Subsidiaries During the Reporting Period | Impact on Overall Production, Operation, and Performance | | :--- | :--- | :--- | | 宁波博实企业管理咨询有限公司 | Deregistration | No significant impact | | 宁波博承企业管理合伙企业（有限合伙） | Deregistration | No significant impact | | 宁波博盈新材料有限公司 | Deregistration | No significant impact | | 无锡极致液冷科技有限公司 | New establishment | No significant impact | Structured Entities Controlled by the Company The company did not control any structured entities during the reporting period - The company had no structured entities under its control during the reporting period[77] Risks Faced by the Company and Countermeasures The company addresses risks from price volatility, macroeconomics, exchange rates, and management changes through R&D, diversified procurement, hedging, and strategic integration - The company faces risks from raw material and product price fluctuations, which are controlled through product and technology R&D, diversified raw material procurement, and hedging tools[77] - Macroeconomic and industry risks may affect product market demand and profit margins; the company will closely monitor policy changes, optimize its business structure, and strengthen internal management[78] - Exchange rate fluctuation risks may increase due to growing product export business; the company will mitigate impacts by engaging in foreign exchange derivative hedging and cross-border RMB settlement[79] - Management risks arising from changes in actual control and subsequent corporate governance structure adjustments will be addressed by strengthening management integration across personnel, finance, business, and corporate culture, while maintaining stable continuous operations[80] Registration Form for Investor Relations Activities During the Reporting Period The company hosted three investor activities, including online performance briefings and institutional investor on-site exchanges, primarily discussing 2024 and Q1 2025 operations and development plans Registration Form for Investor Relations Activities During the Reporting Period | Reception Date | Reception Location | Reception Method | Type of Reception Object | Main Content Discussed and Materials Provided | | :--- | :--- | :--- | :--- | :--- | | May 07, 2025 | Value Online Network Interaction | Online platform interaction | Institutions, Individuals | Operating performance and development plans for 2024 and Q1 2025 | | June 19, 2025 | Shanghai | Other | Institutions | Operating performance and development plans for 2024 and Q1 2025 | | June 26, 2025 | Company and Online Meeting | Other | Institutions | Operating performance and development plans for 2024 and Q1 2025 | Formulation and Implementation of Market Value Management System and Valuation Enhancement Plan The company has not formulated a market value management system or disclosed a valuation enhancement plan - The company has not formulated a market value management system[83] - The company has not disclosed a valuation enhancement plan[83] Implementation of "Quality and Return Dual Enhancement" Action Plan The company has not disclosed an announcement regarding the "Quality and Return Dual Enhancement" action plan - The company has not disclosed an announcement regarding the "Quality and Return Dual Enhancement" action plan[83] Corporate Governance, Environment, and Society This section details changes in governance, profit distribution, incentive plans, environmental disclosures, and the company's commitment to social responsibility Changes in Directors, Supervisors, and Senior Management During the reporting period, Vice General Manager Chen Chengyuan retired, and Director Zhang Xuelian resigned due to job relocation Changes in Directors, Supervisors, and Senior Management | Name | Position Held | Type | Date | Reason | | :--- | :--- | :--- | :--- | :--- | | 陈成元 | Vice General Manager | Resignation | February 28, 2025 | Retirement | | 张雪莲 | Director | Resignation | May 27, 2025 | Job relocation | Profit Distribution and Capital Reserve Conversion to Share Capital During the Reporting Period The company plans no cash dividends, bonus shares, or capital reserve conversion to share capital for the half-year - The company plans not to distribute cash dividends, send bonus shares, or convert capital reserves into share capital for the half-year[86] Implementation of Equity Incentive Plans, Employee Stock Ownership Plans, or Other Employee Incentive Measures The 2023 restricted stock incentive plan's first two vesting periods were canceled due to unmet performance targets, with no other employee incentive measures in place - The first vesting period (2023) of the company's 2023 restricted stock incentive plan's initial grant failed to meet the company-level performance targets, resulting in the cancellation and invalidation of all restricted shares planned for vesting in that assessment year for all incentive recipients[89] - The second vesting period (2024) of the company's 2023 restricted stock incentive plan's initial grant failed to meet the company-level performance targets, resulting in the cancellation and invalidation of all restricted shares planned for vesting in that assessment year for all incentive recipients[89] - The company had no employee stock ownership plans or other employee incentive measures during the reporting period[90][91] Environmental Information Disclosure The company and its main subsidiaries are legally required to disclose environmental information and do so through the Zhejiang Provincial Department of Ecology and Environment system - The listed company and its main subsidiaries, Ningbo Bohui Chemical Technology Co., Ltd. and Ningbo Bohui Chemical Technology Co., Ltd. Binhai Plant, are included in the list of enterprises required to disclose environmental information by law[91] - The company discloses relevant environmental information on the Zhejiang Provincial Department of Ecology and Environment's enterprise environmental information disclosure system[91] Social Responsibility The company actively fulfills its social responsibilities by protecting stakeholder rights, committing to environmental sustainability, and engaging in various public welfare initiatives - The company strictly adheres to the "Articles of Association" and "Rules of Procedure for Shareholder Meetings" to standardize shareholder meeting procedures, ensuring equal status for all shareholders, especially small and medium shareholders, and communicates with investors through various channels, valuing reasonable investor returns[92] - The company upholds a "people-oriented" philosophy, respects and protects employee rights, values employee training and development, provides basic welfare benefits, enhances employees' comprehensive quality through training, and enriches their spiritual and cultural lives[93] - The company has established a comprehensive supplier evaluation system, signing procurement contracts with suppliers to clarify rights; it builds long-term cooperative relationships with customers, improving customer satisfaction through rapid response and high-quality services[94][95] - With a mission to "create new green petrochemical space," the company adheres to safety, environmental protection, and efficiency principles, earning honors such as National Smart Manufacturing Demonstration Factory and Green Factory, establishing sound environmental and safety management organizations and systems, and promoting environmentally friendly work practices[96] - The company is long-term committed to public welfare, having repeatedly supported poverty alleviation efforts, established a charity assistance fund, organized慰问 activities, paired with disadvantaged university students, and set up the "Bohui Shares Charity Fund" for education, disaster relief, poverty assistance, and other public welfare initiatives[97] Significant Matters This section covers commitments, related party transactions, litigation, and other major events impacting the company's operations and control Commitments Fulfilled and Overdue Unfulfilled by Controlling Shareholder, Shareholders, Related Parties, Acquirers, and the Company During and as of the End of the Reporting Period Share reduction commitments by the controlling shareholder and actual controller were fulfilled on time, with no overdue unfulfilled commitments - The share reduction commitments made by Ningbo Wenhui Holding Group Co., Ltd. and Xia Yaping have been fulfilled on time[99][100] - The commitments include long-term holding of Bohui Shares, compliance with CSRC and exchange regulations for reductions within two years after the lock-up period, limits on reduction proportions, reduction methods, prior announcements and information disclosure obligations, and reduction prices not below the issue price[99][100] - The company has no overdue unfulfilled commitments[100] Non-Operating Funds Occupied by Controlling Shareholder and Other Related Parties There were no instances of non-operating funds being occupied by the controlling shareholder or other related parties during the reporting period - During the reporting period, there were no instances of non-operating funds being occupied by the controlling shareholder or other related parties of the listed company[101] Irregular External Guarantees The company had no irregular external guarantees during the reporting period - The company had no irregular external guarantees during the reporting period[102] Appointment and Dismissal of Accounting Firms The company's semi-annual report was not audited - The company's semi-annual report was not audited[103] Board of Directors, Supervisory Board, and Audit Committee's Explanation on "Non-Standard Audit Report" for the Current Period As the semi-annual report was not audited, there is no explanation regarding a "non-standard audit report" - The company's semi-annual report was not audited, thus there is no explanation regarding a "non-standard audit report"[104] Board of Directors' Explanation on "Non-Standard Audit Report" for the Previous Year The company has no explanation regarding a "non-standard audit report" for the previous year - The company has no explanation regarding a "non-standard audit report" for the previous year[104] Bankruptcy and Reorganization Matters No bankruptcy and reorganization matters occurred during the reporting period - No bankruptcy and reorganization matters occurred at the company during the reporting period[104] Litigation Matters A significant contract dispute case involving 71.09 million yuan has received a final award, but enforcement is uncertain, while other minor litigations are concluded Significant Litigation and Arbitration Matters | Basic Situation of Litigation (Arbitration) | Amount Involved (million yuan) | Progress of Litigation (Arbitration) | Outcome and Impact of Litigation (Arbitration) | Enforcement Status of Litigation (Arbitration) Judgment | | :--- | :--- | :--- | :--- | :--- | | Contract Dispute Case | 71.09 | Received the "Final Award" from the Hong Kong International Arbitration Centre | Ordered the respondent (Fuchen Co., Ltd.) to immediately pay the applicant (the company) 71.09 million yuan | Enforcement outcome is uncertain | - Litigations with an aggregate amount below the disclosure threshold over twelve months, totaling 5.89 million yuan, have all been concluded with no significant impact[105] Penalties and Rectification No penalties or rectification situations during the reporting period - The company had no penalties or rectification situations during the reporting period[106] Integrity Status of the Company, its Controlling Shareholder, and Actual Controller During the reporting period, the controlling shareholder and actual controller had no unfulfilled court judgments or large overdue debts - During the reporting period, the controlling shareholder and actual controller had no unfulfilled court judgments or large overdue debts that were due and unpaid[107] Significant Related Party Transactions The company plans a share issuance to a related party, anticipates daily related party transactions within 6.4 million yuan, and will receive a 100 million yuan loan facility from its controlling shareholder - The company plans to issue shares to a specific target, Yuan Xinxiyang Partnership, raising a total of no more than 416,826,805.92 yuan, to supplement working capital and repay bank borrowings, which constitutes a related party transaction[115] - The company expects to incur daily related party transactions with related parties Wenhui Group and Zhengbo Electronics for labor services, property leases, and utilities within 6.4 million yuan in 2025[116] - Controlling shareholder Wenhui Group plans to provide the company with a loan facility totaling no more than 100 million yuan, with interest calculated at the bank's同期借款利率 (same period loan interest rate), valid for no more than 6 months[116] Significant Contracts and Their Performance No significant entrustment, contracting, leasing, or major daily operating contracts, but the company provided 135.78 million yuan in guarantees for subsidiaries, representing 39.61% of net assets - The company had no entrustment, contracting, or leasing situations during the reporting period[119][120][121] Company Guarantees for Subsidiaries | Guaranteed Party Name | Guarantee Limit (million yuan) | Actual Guarantee Amount (million yuan) | Guarantee Period | Fulfilled | | :--- | :--- | :--- | :--- | :--- | | 宁波博翔新材料科技有限公司 | 270.00 | 100.00 | 2024/8/30 to 2025/8/29 | No | | 博汇化工科技（新加坡）私人有限公司 | 200.00 | 35.78 | 2023/7/13 to 2025/7/13 | No | | 宁波博翔新材料科技有限公司 | 800.00 | 10.00 | 2023/5/23 to 2025/5/17 | Yes | - At the end of the reporting period, the actual guarantee balance for subsidiaries totaled 135.78 million yuan, representing 39.61% of the company's net assets[124] - The company had no significant daily operating contracts or other significant contracts during the reporting period[125] Explanation of Other Significant Matters A control acquisition framework agreement was signed, leading to a planned change in company control, and a major new materials project was terminated with land payment recovered - The company's controlling shareholder Wenhui Group and actual controllers Jin Bihua and Xia Yaping signed a control acquisition framework agreement with Yuan Xinxiyang Partnership; the share transfer was completed on April 30, 2025, making Yuan Xinxiyang Partnership the second largest shareholder, and a change in company control is planned[126] - The company terminated the 1.6 million tons/year new materials and high-end chemicals integrated project in Qingzhi Chemical New Material Industrial Park and has signed a "State-Owned Construction Land Use Right Recovery Agreement" with the Ningbo Natural Resources and Planning Bureau, returning the land and recovering the paid land price[127] Significant Matters of Company Subsidiaries There were no significant matters concerning company subsidiaries during the reporting period - There were no significant matters concerning company subsidiaries during the reporting period[128] Share Changes and Shareholder Information This section details changes in share capital, securities issuance, shareholder structure, and changes in holdings by directors, supervisors, and senior management Share Change Status Total share capital increased by 643 shares due to convertible bond conversions, resulting in a dilutive effect on per-share financial indicators Share Change Status | Item | Quantity Before Change (shares) | Increase/Decrease in This Change (shares) | Quantity After Change (shares) | | :--- | :--- | :--- | :--- | | I. Restricted Shares | 5,274,518 | 0 | 5,274,518 | | II. Unrestricted Shares | 240,206,429 | 643 | 240,207,072 | | III. Total Shares | 245,480,947 | 643 | 245,481,590 | - The main reason for the share change was the conversion of 643 shares from "Bohui Convertible Bonds" between January 1, 2025, and June 30, 2025[131][132] - The increase in the company's total share capital during the reporting period led to a corresponding dilution of basic and diluted earnings per share and net assets per share[133] Securities Issuance and Listing There were no securities issuance or listing activities during the reporting period - The company had no securities issuance or listing activities during the reporting period[133] Number of Shareholders and Shareholding Status At period-end, there were 8,441 ordinary shareholders, with the top two holding 39.19% and 13.06% respectively, and the company's repurchase account as the fourth largest shareholder Total Ordinary Shareholders at Period-end | Indicator | Quantity | | :--- | :--- | | Total Ordinary Shareholders at Period-end | 8,441 | Shareholding of Shareholders Holding 5% or More or Top 10 Shareholders | Shareholder Name | Shareholder Nature | Shareholding Percentage | Shares Held at Period-end (shares) | Change in Reporting Period (shares) | Unrestricted Shares Held (shares) | | :--- | :--- | :--- | :--- | :--- | :--- | | 宁波市文魁控股集团有限公司 | Domestic Non-State-Owned Legal Person | 39.19% | 96,211,616 | -32,070,538 | 96,211,616 | | 无锡惠山原鑫曦望产业升级并购投资合伙企业（有限合伙） | State-owned Legal Person | 13.06% | 32,070,538 | 32,070,538 | 32,070,538 | | 陆新花 | Domestic Natural Person | 3.21% | 7,867,804 | - | 7,867,804 | | 何林韬 | Domestic Natural Person | 1.69% | 4,140,000 | -53,800 | 4,140,000 | | 洪淼松 | Domestic Natural Person | 1.26% | 3,103,514 | - | 3,103,514 | | 王律 | Domestic Natural Person | 1.21% | 2,979,740 | - | 744,935 | | 周利方 | Domestic Natural Person | 1.03% | 2,528,333 | - | 2,528,333 | | 尤丹红 | Domestic Natural Person | 1.02% | 2,514,541 | - | 628,635 | | 王巧琴 | Domestic Natural Person | 0.65% | 1,597,121 | 154,400 | 1,597,121 | | 项美娇 | Domestic Natural Person | 0.63% | 1,538,410 | - | 384,603 | - Ms. Lu Xinhuan is the mother of Hong Miaosong's spouse. The company is unaware of any other related party or concerted action relationships among other shareholders[135] - As of the end of this reporting period, Ningbo Bohui Chemical Technology Co., Ltd.'s special securities account for repurchases was the company's fourth largest shareholder, holding 6,829,634 shares, accounting for 2.78% of the company's total share capital at period-end[135] Changes in Shareholdings of Directors, Supervisors, and Senior Management No changes in shareholdings of directors, supervisors, and senior management during the reporting period; refer to the 2024 annual report for details - There were no changes in the shareholdings of the company's directors, supervisors, and senior management during the reporting period; please refer to the 2024 annual report for specific details[137] Changes in Controlling Shareholder or Actual Controller No changes in controlling shareholder or actual controller during the reporting period - The company's controlling shareholder did not change during the reporting period[138] - The company's actual controller did not change during the reporting period[138] Preferred Share Information No preferred shares during the reporting period - The company had no preferred shares during the reporting period[139] Bond-Related Information This section provides details on the company's convertible corporate bonds, including issuance, conversion, and redemption, along with other bond-related financial indicators Enterprise Bonds The company had no enterprise bonds during the reporting period - The company had no enterprise bonds during the reporting period[141] Corporate Bonds The company had no corporate bonds during the reporting period - The company had no corporate bonds during the reporting period[142] Non-Financial Enterprise Debt Financing Instruments The company had no non-financial enterprise debt financing instruments during the reporting period - The company had no non-financial enterprise debt financing instruments during the reporting period[143] Convertible Corporate Bonds The company's "Bohui Convertible Bonds" were issued for 397.00 million yuan, with 6,200 yuan converted and 1,000 yuan redeemed, and the conversion price adjusted to 8.00 yuan/share - The company issued 3.97 million convertible corporate bonds to unspecified investors on August 16, 2022, with a total issuance amount of 397.00 million yuan[144] - The conversion period for "Bohui Convertible Bonds" is from February 22, 2023, to August 15, 2028[149] Convertible Bond Changes During the Reporting Period | Convertible Corporate Bond Name | Amount Before Change (yuan) | Increase/Decrease in This Change (yuan) | Amount After Change (yuan) | | :--- | :--- | :--- | :--- | | Bohui Convertible Bonds | 396,737,000.00 | -7,200.00 | 396,729,800.00 | History of Conversion Price Adjustments and Revisions | Convertible Corporate Bond Name | Conversion Price Adjustment Date | Adjusted Conversion Price (yuan) | Disclosure Time | Explanation of Conversion Price Adjustment | | :--- | :--- | :--- | :--- | :--- | | Bohui Convertible Bonds | May 19, 2023 | 10.69 | May 12, 2023 | Due to the company's implementation of the 2022 equity distribution, the conversion price was adjusted from 15.05 yuan/share to 10.69 yuan/share | | Bohui Convertible Bonds | April 18, 2025 | 8.00 | April 17, 2025 | The Board of Directors decided to revise the conversion price downwards to 8.00 yuan/share | Consolidated Net Loss Exceeding 10% of Net Assets at Previous Year-End The company's H1 2025 net loss of -59.29 million yuan exceeded 10% of previous year-end net assets, attributed to market and policy impacts, with profitability expected to improve Consolidated Net Loss Status | Item Name | Loss Situation | Reason for Loss | Impact on Company's Production, Operation, and Solvency | | :--- | :--- | :--- | :--- | | H1 2025 Operating Performance | Net profit attributable to shareholders of -59.29 million yuan, representing 14.74% of prior year-end net assets | Affected by market environment and policies, the company is gradually adjusting its operating strategy, and the operating situation during the transition period is still not ideal | Led to an increase in the company's asset-liability ratio. As operations gradually stabilize, profitability is expected to improve | Key Accounting Data and Financial Indicators for the Last Two Years as of the End of the Reporting Period At period-end, liquidity ratios improved, asset-liability ratio slightly increased, net loss after non-recurring items narrowed, and interest coverage ratios turned positive, indicating improved solvency Key Accounting Data and Financial Indicators (Period-end) | Item | Current Period-end | Prior Year-end | Current Period-end vs. Prior Year-end Change | | :--- | :--- | :--- | :--- | | Current Ratio | 1.12 | 1.06 | 5.66% | | Asset-Liability Ratio | 80.64% | 77.80% | 2.84% | | Quick Ratio | 0.78 | 0.73 | 6.85% | Key Accounting Data and Financial Indicators (Current Period/Prior Year Period) | Item | Current Period (million yuan) | Prior Year Period (million yuan) | Current Period vs. Prior Year Period Change | | :--- | :--- | :--- | :--- | | Net Profit After Non-recurring Items | -94.97 | -105.21 | 9.73% | | Total Debt to EBITDA | 2.17% | -0.62% | 2.79% | | Interest Coverage Ratio | -1.19 | -3.07 | 61.24% | | Cash Interest Coverage Ratio | 6.78 | -19.14 | 135.42% | | Loan Repayment Rate | 100.00% | 100.00% | 0.00% | | Interest Payment Rate | 100.00% | 100.00% | 0.00% | Financial Report This section presents the company's unaudited financial statements, including balance sheets, income statements, cash flow statements, and detailed notes on accounting policies and financial items Audit Report The company's semi-annual financial report was not audited - The company's semi-annual financial report was not audited[156] Financial Statements This section provides the company's H1 2025 consolidated and parent company financial statements, including balance sheets, income statements, cash flow statements, and statements of changes in owners' equity 1. Consolidated Balance Sheet As of June 30, 2025, consolidated total assets were 1.77 billion yuan, a 17.08% decrease, with total liabilities at 1.43 billion yuan and owners' equity at 342.83 million yuan Consolidated Balance Sheet Key Data | Item | Period-end Balance (yuan) | Period-beginning Balance (yuan) | | :--- | :--- | :--- | | Total Assets | 1,770,374,926.74 | 2,135,129,980.80 | | Total Current Assets | 959,823,123.50 | 1,058,735,069.71 | | Total Non-current Assets | 810,551,803.24 | 1,076,394,911.09 | | Total Liabilities | 1,427,549,777.73 | 1,661,048,392.53 | | Total Owners' Equity | 342,825,149.01 | 474,081,588.27 | 2. Parent Company Balance Sheet As of June 30, 2025, parent company total assets were 1.80 billion yuan, an 11.76% decrease, with total liabilities at 1.50 billion yuan and owners' equity at 305.20 million yuan Parent Company Balance Sheet Key Data | Item | Period-end Balance (yuan) | Period-beginning Balance (yuan) | | :--- | :--- | :--- | | Total Assets | 1,801,520,851.10 | 2,041,666,582.95 | | Total Current Assets | 912,498,366.15 | 884,831,110.03 | | Total Non-current Assets | 889,022,484.95 | 1,156,835,472.92 | | Total Liabilities | 1,496,321,315.74 | 1,649,394,821.18 | | Total Owners' Equity | 305,199,535.36 | 392,271,761.77 | 3. Consolidated Income Statement For H1 2025, consolidated total operating revenue was 1.34 billion yuan, with a net loss attributable to parent company shareholders of -59.29 million yuan, significantly narrowing year-on-year Consolidated Income Statement Key Data | Item | H1 2025 (yuan) | H1 2024 (yuan) | | :--- | :--- | :--- | | Total Operating Revenue | 1,342,297,278.60 | 1,365,983,219.56 | | Operating Profit | -49,222,093.84 | -107,814,133.68 | | Total Profit | -55,856,281.10 | -107,785,433.70 | | Net Profit | -58,398,433.82 | -105,674,532.64 | | Net Profit Attributable to Parent Company Shareholders | -59,289,4