001255SZSE

Verification Opinion of Caitong Securities Co., Ltd. on the Passive Financial Assistance and Related Transactions Formed After Zhejiang Bofei Electric Co., Ltd. Sells Its Wholly-Owned Subsidiary

Bofei Electric Co., Ltd.·

✨ AI Summary

Caitong Securities, as the sponsor for Zhejiang Bofei Electric's stock issuance, verified the passive financial assistance and related transactions following the sale of its wholly-owned subsidiary, Bofei New Energy. The subsidiary was sold for RMB 38.5225 million, with passive financial assistance amounting to RMB 1.96 million expected to be repaid by March 31, 2026. The board approved the transaction, ensuring compliance with relevant regulations.

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Full Translation

AI Translation· azure_openai

Caitong Securities Co., Ltd. (hereinafter referred to as "Caitong Securities" or "the Sponsor") is the sponsor for Zhejiang Bofei Electric Co., Ltd. (hereinafter referred to as "Bofei Electric" or "the Company") in its simplified procedure for issuing stocks to specific targets in 2025. In accordance with the relevant laws, regulations, and normative documents such as the "Regulations on the Management of Securities Issuance and Listing Sponsorship," "Shenzhen Stock Exchange Stock Listing Rules," "Self-Regulatory Guidelines No. 13 for Listed Companies on the Shenzhen Stock Exchange - Sponsorship Business," and "Self-Regulatory Guidelines No. 1 for Listed Companies on the Shenzhen Stock Exchange - Standard Operations for Main Board Listed Companies," Caitong Securities has conducted a verification of the passive financial assistance and related transactions formed after Bofei Electric sold its wholly-owned subsidiary. The specific verification details are as follows:

I. Overview of the Financial Assistance

(1) The Company held the 20th meeting of the third board of directors and the second extraordinary general meeting of shareholders on September 29, 2025, and October 24, 2025, respectively, to review and approve the proposal regarding the sale of the equity of its wholly-owned subsidiary. The Company intends to transfer 100% equity of its wholly-owned subsidiary, Zhejiang Bofei New Energy Technology Co., Ltd. (hereinafter referred to as "Bofei New Energy"), to Haining Economic Development Zone Development and Construction Co., Ltd. (hereinafter referred to as "Haining Development Company") for a transaction price of RMB 38.5225 million. As of December 31, 2025, the Company has completed the equity transfer of Bofei New Energy and assisted Haining Development Company in completing all industrial and commercial change registration procedures. Bofei New Energy has fully repaid the inter-company loans owed to the Company and other subsidiaries within the consolidation scope, amounting to RMB 73.3418 million, and the maximum guarantee provided by the Company for Bofei New Energy has been released. After the completion of this transaction, Bofei New Energy will no longer be included in the Company's consolidated financial statements. Given that Bofei New Energy was still a wholly-owned subsidiary of the Company from July 1, 2025, until the completion of the equity transfer, the Company provided operational loans to support its daily operations. After the completion of the equity transfer, the Company passively formed external financial assistance, which essentially continues the operational loans to the former wholly-owned subsidiary. As of December 31, 2025, the total amount of passive financial assistance formed by the listed company within the consolidated financial statements (excluding Bofei New Energy) amounted to RMB 1.96 million (the final amount of passive financial assistance is subject to audit). After the completion of the equity transfer, Bofei New Energy will be a state-controlled enterprise, and the aforementioned passive financial assistance amount will be repaid after Bofei New Energy issues an audit report and fulfills the relevant payment regulations for state-controlled enterprises, with the latest deadline being no later than March 31, 2026. The passive financial assistance formed does not fall under the circumstances prohibited from providing financial assistance as stipulated in the "Shenzhen Stock Exchange Stock Listing Rules" and "Self-Regulatory Guidelines No. 1 for Listed Companies on the Shenzhen Stock Exchange - Standard Operations for Main Board Listed Companies."

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