证券代码：603215 证券简称：比依股份 公告编号：2025-039 浙江比依电器股份有限公司 本公司董事会及全体董事保证本公告内容不存在任何虚假记载、误导性陈述 或者重大遗漏，并对其内容的真实性、准确性和完整性承担法律责任。 重要内容提示： ? 本次会议是否有否决议案：无 一、 会议召开和出席情况 (一)股东大会召开的时间：2025 年 8 月 15 日 (二)股东大会召开的地点：浙江省宁波市余姚市城区经济开发区城东新区俞赵江 路 88 号公司会议室 (三)出席会议的普通股股东和恢复表决权的优先股股东及其持有股份情况： 份总数的比例（%） 66.1806 (四)表决方式是否符合《公司法》及《公司章程》的规定，会议主持情况等。 本次会议由公司董事会召集，采用现场投票和网络投票相结合的方式，现场会议 由公司董事长闻继望先生主持，符合《公司法》及《公司章程》的规定。 (五)公司董事、监事和董事会秘书的出席情况 二、 议案审议情况 (一)非累积投票议案 《关于 <浙江比依电器股份有限公司 ensp="ensp" 年员工持股计划="年员工持股计划" 草案="草 案"> 及其摘要的议案》 审议结果：通过 表决情况： ...

天眼查App显示，近日，上海奕宇风泽电器有限公司成立，法定代表人为潘杨菊，注册资本200万人民 币，经营范围为一般项目：家用电器销售；电子元器件批发；电子元器件零售；机械电气设备销售；仪 器仪表销售；技术服务、技术开发、技术咨询、技术交流、技术转让、技术推广；信息咨询服务（不含 许可类信息咨询服务）；软件开发；机械设备研发；货物进出口；技术进出口；电子、机械设备维护 （不含特种设备）；发电机及发电机组销售；机械设备租赁；储能技术服务；风力发电技术服务；机械 零件、零部件销售；金属丝绳及其制品销售；润滑油销售；装卸搬运。（除依法须经批准的项目外，凭 营业执照依法自主开展经营活动）。 ...

Core Viewpoint - Guangdong Bangze Chuangke Electric Co., Ltd. (Bangze Chuangke) has submitted its prospectus to the Beijing Stock Exchange, despite failing to meet performance targets in 2021, leading to the exit of its major investor, Midea Investment, in April 2023 [1][4]. Financial Performance - Bangze Chuangke's revenue from 2021 to 2024 was 1.169 billion, 1.071 billion, 1.168 billion, and 1.510 billion yuan respectively, with net profits of 3.62 million, 7.14 million, 108 million, and 148 million yuan [4][5]. - The company experienced continuous revenue and net profit growth from 2022 to 2024, attributed to increased sales of proprietary brand products, normalization of shipping costs, lower raw material prices, and favorable exchange rates [4][5]. Investment and Shareholder Dynamics - Midea Investment entered in early 2021 with an investment of 68.88 million yuan for an 8.11% stake, but exited after Bangze Chuangke failed to meet a profit target of 80 million yuan for 2021 [4][5]. - The exit was settled through a combination of directed dividends and capital reduction, resulting in Midea Investment receiving approximately 78 million yuan in total [5]. Sales and Marketing Expenses - Sales expense rates have been increasing, reaching 19.56% in 2024, with total sales expenses of 184 million, 222 million, and 295 million yuan from 2022 to 2024 [3][7]. - Platform commissions and service fees accounted for a significant portion of sales expenses, totaling 348 million yuan over three years, exceeding the total net profit of 263 million yuan during the same period [7][8]. Research and Development - Bangze Chuangke's R&D expenses from 2022 to 2024 were 23.05 million, 27.13 million, and 37.89 million yuan, representing 2.15%, 2.32%, and 2.51% of revenue, which is below the industry average [8][9]. - The company focuses its R&D on core products like shredders, but its lower investment in R&D compared to peers raises concerns about its long-term innovation capabilities [8][9].

Company Overview - Guangdong Bangze Chuangke Electric Co., Ltd. (referred to as "Bangze Chuangke") has been accepted for IPO on the Beijing Stock Exchange, with Dongguan Securities as the sponsor, and the accounting firm being Zhihong [2] - Established in March 2005, the company focuses on the independent research and development, original design, multinational production, global retail channel/internet brand sales, and localized services of office and household appliances [2] - Bangze Chuangke utilizes major e-commerce platforms such as Amazon, Walmart, Shopify, and JD.com for online sales, covering mainstream e-commerce channels [2] Financial Performance - As of December 31, 2024, the total assets of the company are approximately 897.38 million yuan, an increase from 623.09 million yuan in 2023 and 498.58 million yuan in 2022 [3] - The total equity attributable to shareholders is approximately 429.25 million yuan in 2024, up from 252.06 million yuan in 2023 and 148.55 million yuan in 2022 [3] - Revenue for the years 2022, 2023, and 2024 is reported at 1.07 billion yuan, 1.17 billion yuan, and 1.51 billion yuan respectively, indicating a growth trend [3] - Net profit has increased significantly from 7.14 million yuan in 2022 to 107.62 million yuan in 2023, and further to 147.93 million yuan in 2024 [3] - The gross profit margin improved from 28.84% in 2022 to 40.12% in 2024 [3] Shareholding Structure - As of the signing date of the prospectus, Chen Chi directly holds 18.05 million shares, accounting for 34.26% of the total share capital, making him the controlling shareholder [4] - Zhang Yong holds 12.10 million shares, representing 22.96% of the total share capital, and serves as the vice chairman [4] - Xu Ning holds 7.50 million shares, which is 14.24% of the total, and through indirect holdings, he has a total of 15.61% [5] - Chen Chi, Zhang Yong, and Xu Ning are identified as the common actual controllers of the company, collectively holding 72.83% of the shares [6] Management Background - Chen Chi, born in April 1968, has extensive experience in the industry and has held various positions in different companies [7] - Zhang Yong, born in January 1965, has a background in engineering and has also managed several companies in the past [8] - Xu Ning, born in October 1966, has a technical background and has served in various managerial roles prior to his current position [7][8]

Core Viewpoint - Zhejiang Biyi Electric Co., Ltd. is proceeding with the repurchase and cancellation of a portion of its restricted stock as part of its 2023 incentive plan, following necessary approvals and legal compliance [1][11]. Group 1: Approval and Authorization - The company has obtained necessary approvals and authorizations for the repurchase and cancellation of restricted stock, including resolutions from the board and supervisory committee [3][8]. - Independent directors have provided opinions on the incentive plan and its amendments, ensuring compliance with relevant regulations [4][7]. Group 2: Repurchase Details - The repurchase involves 560,448 shares of restricted stock at a price of 7.0750 RMB per share, which is the grant price [10][11]. - The reason for the repurchase includes the departure of seven incentive plan participants, leading to the cancellation of their unvested shares [9][11]. Group 3: Performance Targets - The incentive plan includes performance targets based on revenue and net profit growth, with specific thresholds set for the 2024 fiscal year [9][10]. - If the company fails to meet these performance targets, all corresponding restricted stocks will be repurchased at the grant price [10]. Group 4: Procedural Requirements - The company is required to fulfill information disclosure obligations and apply for the necessary procedures with the China Securities Depository and Clearing Corporation [11][12]. - The repurchase process must adhere to the provisions of the Company Law and the company's articles of association [12].

Core Viewpoint - The company, Zhejiang Biyi Electric Co., Ltd., has approved a differentiated profit distribution plan, proposing a cash dividend of RMB 3.00 per share, totaling approximately RMB 55.83 million, with no stock increases or bonus shares [1][2]. Group 1: Profit Distribution Plan - The annual shareholders' meeting on May 15, 2025, approved the profit distribution plan for 2024, which includes a cash dividend of RMB 3.00 per share [1]. - The total cash dividend to be distributed is RMB 55,831,575.30, including tax [1]. - The plan specifies that shares repurchased and those subject to restrictions will not participate in the distribution [2]. Group 2: Ex-Dividend and Ex-Interest Calculation - The reference price for ex-dividend and ex-interest is calculated based on the closing price of RMB 16.65 per share on the day before the application date [2]. - The actual ex-dividend reference price is calculated as (16.65 - 0.30) / (1 + 0) = RMB 16.35 per share [2]. - The impact of the differentiated profit distribution on the ex-dividend reference price is less than 1% [2][3]. Group 3: Compliance and Verification - The differentiated profit distribution meets the conditions that repurchased shares do not participate in the distribution and that the impact on the ex-dividend reference price is below 1% [3]. - The sponsor believes that the distribution complies with relevant laws and regulations, ensuring no harm to the company or shareholders [4].

Core Viewpoint - The company has announced a cash dividend distribution plan, proposing a cash dividend of 0.30 yuan per share, which was approved at the annual shareholders' meeting on May 15, 2025 [3][4]. Dividend Distribution Plan - The cash dividend will be distributed based on the total share capital of 188,508,399 shares, with 1,842,700 shares in the repurchase account and 560,448 shares of restricted stock deducted, resulting in 186,105,251 shares eligible for profit distribution [4]. - The total cash dividend to be distributed amounts to 55,831,575.30 yuan (including tax) [4]. - The ex-dividend date is set for June 5, 2025, with the record date being June 4, 2025 [3][4]. Tax Implications - For individual shareholders holding unrestricted shares for over one year, the cash dividend is exempt from personal income tax, resulting in a net distribution of 0.30 yuan per share [6]. - For shares held for one year or less, the company will not withhold personal income tax at the time of distribution, but tax will be calculated upon the sale of the shares [6]. - For qualified foreign institutional investors (QFII), a 10% corporate income tax will be withheld, leading to a net distribution of 0.27 yuan per share [7]. Contact Information - For inquiries regarding the dividend distribution, shareholders can contact the company's board office at 0574-58225758 or via email at bydmb@biyigroup.com [8].

Group 1 - The company will hold an investor briefing on June 5, 2025, from 14:00 to 15:00 [1][2] - The briefing will take place at the Shanghai Stock Exchange Roadshow Center and will be conducted in an interactive online format [2][3] - Investors can submit questions from May 28, 2025, to June 4, 2025, and the company will address common concerns during the briefing [2][3] Group 2 - The briefing aims to provide a comprehensive understanding of the company's performance and financial status for the fiscal year 2024 and the first quarter of 2025 [2] - Independent director Xu Qun will participate in the briefing [2] - After the briefing, investors can access the main content and details of the event through the Shanghai Stock Exchange Roadshow Center [3]

Core Viewpoint - The company has announced a restricted stock incentive plan for 2025 aimed at enhancing its long-term incentive mechanism to attract and retain key management, technical, and business talents, thereby improving team cohesion and core competitiveness [1] Group 1: Incentive Plan Details - The incentive plan proposes to grant 31.35 million restricted shares to 94 eligible directors, senior management, and key personnel, accounting for approximately 9.86% of the company's total share capital, with a grant price of 3.69 yuan per share [1] - Notably, 32.73% of the shares are allocated to 85 core management, technical, and business personnel, highlighting the company's emphasis on its core team [1] Group 2: Performance Targets - The plan includes three lock-up periods, with the first requiring the company to achieve profitability by 2025, reflecting management's confidence in boosting performance and business development [2] - The subsequent two periods (2026 to 2027) set progressively higher profit targets, requiring a minimum net profit of 15 million yuan in 2026 and a doubling to at least 30 million yuan in 2027 [2] Group 3: Market Implications - Analysts interpret the performance growth targets as a strong signal of management's confidence in the company's future, indicating a commitment to sustainable growth and high-quality development [2] - The stock incentive plan is expected to raise 116 million yuan for the company, providing substantial support for business development if successfully implemented [2] Group 4: Future Outlook - With ongoing improvements in corporate governance, the company is poised to accelerate its development in the health and environmental appliance sector, focusing on technology integration and innovation to launch high-efficiency, high-tech, and energy-saving products [2] - This strategic direction aims to enhance the company's brand positioning in the high-end product market, serving as a new driver for performance growth [2]

Meeting Overview - The shareholders' meeting of Zhejiang Biyi Electric Co., Ltd. was held on May 15, 2025, in Ningbo, Zhejiang Province [1] - The total proportion of shares held by attending shareholders was 66.3363% [1] - The meeting was conducted in accordance with the Company Law and the Articles of Association, combining on-site and online voting methods [1] Voting Results - All non-cumulative voting proposals were approved with a high majority, with the following voting results: - Proposal 1: 125,007,500 votes in favor (99.9664%), 32,100 votes against (0.0257%), 9,900 abstentions (0.0079%) [1] - Proposal 2: 125,007,100 votes in favor (99.9661%), 32,500 votes against (0.0260%), 9,900 abstentions (0.0079%) [1] - Proposal 3: 125,007,900 votes in favor (99.9667%), 31,700 votes against (0.0254%), 9,900 abstentions (0.0079%) [1] - Proposal 4: 124,995,000 votes in favor (99.9564%), 43,700 votes against (0.0350%), 10,800 abstentions (0.0086%) [1] - Proposal 5: 124,971,200 votes in favor (99.9374%), 66,700 votes against (0.0533%), 11,600 abstentions (0.0093%) [2] Legal Compliance - The meeting was witnessed by lawyers who confirmed that the convening and conducting of the shareholders' meeting complied with legal regulations and the company's articles of association [3] - The voting procedures and results were deemed legal and valid [3]