证券代码：600456 证券简称：宝钛股份 编号：2025－054 宝鸡钛业股份有限公司 关于募集资金投资项目延期的公告 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。 宝鸡钛业股份有限公司（以下简称"公司"）于 2025 年 10 月 27 日召开第 八届董事会第十二次会议，审议通过了《关于募投项目"钛合金 3D 打印中试产 线建设项目"延期的议案》，综合考虑当前公司募投项目"钛合金 3D 打印中试产 线建设项目"的实际建设情况等因素，经审慎研究，同意将该项目达到预定可使 用状态的时间延期至 2026 年 6 月。公司保荐机构西部证券股份有限公司对该事 项出具了无异议核查意见。本次项目延期未改变募投项目的投资内容、投资总额 和实施主体，无需提交公司股东会审议，现将相关情况公告如下： 一、募集资金基本情况 经中国证券监督管理委员会（证监许可〔2021〕17 号）文核准，并经上海 证券交易所同意，公司于 2021 年 2 月非公开发行人民币普通股（A 股）股票 47,511,839 股，发行价为每股人民币 42.20 元，共计募 ...

证券代码：600456 证券简称：宝钛股份 公告编号：2025-052 宝鸡钛业股份有限公司 关于变更会计师事务所暨聘请 2025 年度 审计机构的公告 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： 拟聘任的会计师事务所名称：立信会计师事务所（特殊普通合伙）（以 下简称"立信"） 原聘任的会计师事务所名称：希格玛会计师事务所（特殊普通合伙）（以 下简称"希格玛"） 变更会计师事务所的简要原因及前任会计师的异议情况：根据财政部、 国务院国资委、中国证监会的有关规定及《国有企业、上市公司选聘会计师事务 所管理办法》等法律法规要求，鉴于希格玛已连续 8 年为公司提供审计服务，为 确保公司审计工作的独立性和客观性，并结合公司的实际业务需要，经综合评估， 公司拟聘任立信担任公司 2025 年度审计和内部控制审计机构。公司就本次变更 会计师事务所事项与希格玛进行了充分沟通，希格玛已明确知悉本事项且对本次 变更无异议。 2025 年 10 月 27 日，公司召开第八届董事会第十二次会议，审议通过了《关 于聘请公司 2025 ...

证券代码：600456 证券简称：宝钛股份 编号：2025－051 宝鸡钛业股份有限公司 第八届董事会第十二次会议决议公告 该事项已经公司独立董事专门会议审议通过，并一致同意提交公司董事 会审议。 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。 宝鸡钛业股份有限公司(以下简称"公司")于 2025 年 10 月 17 日以书 面形式向公司各位董事发出以通讯方式召开公司第八届董事会第十二次会 议的通知。公司于 2025 年 10 月 27 日召开了此次会议，会议应出席董事 9 人，实际出席 9 人，会议符合《公司法》和《公司章程》的有关规定。本次 会议通过认真审议，采取记名投票方式，逐项审议通过了以下议案： 1、以 9 票同意，0 票反对，0 票弃权，审议通过了《宝鸡钛业股份有 限公司 2025 年第三季度报告》。 该事项已经公司审计委员会审议通过，一致同意提交董事会审议。 2、以 9 票同意，0 票反对，0 票弃权，审议通过了《关于调整公司组 织机构设置的议案》。根据公司机构改革及企业发展实际，公司决定撤销档 案管理中心。 3 ...

Financial Performance - The company's operating revenue for the third quarter was CNY 1,472,429,014.33, a decrease of 17.21% compared to the same period last year[5]. - The total profit for the quarter was CNY 118,820,128.54, down 24.56% year-on-year[5]. - The net profit attributable to shareholders was CNY 82,056,292.81, reflecting a decline of 27.80% compared to the previous year[5]. - The net profit after deducting non-recurring gains and losses was CNY 29,357,021.81, a significant drop of 66.58% year-on-year[5]. - Basic earnings per share for the quarter were CNY 0.1717, a decrease of 27.83% year-on-year[6]. - The company experienced a 38.06% decline in total profit year-to-date, primarily due to decreased sales revenue and operating profit[9]. - Total operating revenue for the first three quarters of 2025 was CNY 4,439,849,452.05, a decrease of 19.4% compared to CNY 5,508,546,734.64 in the same period of 2024[22]. - Net profit for the first three quarters of 2025 was CNY 355,207,113.32, a decline of 40.2% from CNY 593,564,954.77 in 2024[22][23]. - Earnings per share for the first three quarters of 2025 was CNY 0.6018, compared to CNY 1.0812 in the same period of 2024[23]. - The company reported a total comprehensive income attributable to shareholders of CNY 287,537,157.14 for the first three quarters of 2025, down from CNY 516,567,746.33 in 2024[23]. Cash Flow - Cash flow from operating activities for the year-to-date was CNY 250,331,953.97, down 61.81% compared to the previous year[6]. - Cash flow from operating activities for the first three quarters of 2025 was CNY 250,331,953.97, a decrease of 61.8% from CNY 655,508,785.45 in 2024[24]. - The company’s cash inflow from operating activities totaled CNY 2,447,038,370.91, compared to CNY 2,936,179,086.54 in the previous year[24]. - Cash flow from investing activities totaled $274.69 million, an increase from $212.17 million year-over-year[25]. - Net cash flow from investing activities was -$259.67 million, compared to -$208.54 million in the previous period[25]. - Cash inflow from financing activities reached $1.77 billion, significantly up from $399.19 million year-over-year[25]. - Cash outflow for debt repayment was $1.22 billion, compared to $292 million in the previous period[25]. - Net cash flow from financing activities was $263.47 million, a turnaround from -$114.56 million in the previous year[25]. - The impact of exchange rate changes on cash and cash equivalents was $5.37 million, down from $11.50 million[25]. - The net increase in cash and cash equivalents was $259.50 million, compared to $343.92 million in the previous period[25]. - The ending balance of cash and cash equivalents was $1.19 billion, slightly down from $1.21 billion year-over-year[25]. Assets and Liabilities - Total assets at the end of the reporting period were CNY 15,502,611,023.99, an increase of 16.11% from the end of the previous year[6]. - The equity attributable to shareholders was CNY 7,064,122,421.73, up 1.57% compared to the previous year[6]. - Total liabilities as of the end of the reporting period were CNY 7,445,696,114.02, an increase from CNY 5,720,557,681.68 in the previous year[22]. - Total equity increased to CNY 8,056,914,909.97 from CNY 7,630,827,582.02 year-over-year[22]. - The company reported a total current liability of RMB 4.93 billion, up from RMB 4.42 billion, indicating an increase of approximately 11.56%[18]. - The company’s non-current assets totaled RMB 4.97 billion, up from RMB 4.22 billion, reflecting an increase of approximately 17.76%[18]. Production and Sales - The production volume of titanium products decreased by 4.52% year-on-year to 24,492.85 tons, while sales volume decreased by 4.22% to 25,275.69 tons[15]. - The company acquired a 51% stake in Shaanxi Wanhao Titanium Technology Co., Ltd., which will be consolidated into the financial statements starting July 2025[15]. Research and Development - Research and development expenses increased to CNY 188,920,595.49 in 2025, up 34.4% from CNY 140,534,555.06 in 2024[22].

Market Overview - The small metals sector experienced a decline of 1.71% on October 22, with Shenghe Resources leading the drop [1] - The Shanghai Composite Index closed at 3913.76, down 0.07%, while the Shenzhen Component Index closed at 12996.61, down 0.62% [1] Individual Stock Performance - Notable gainers included: - Zhongtung High-tech (000657) with a closing price of 18.14, up 3.54% and a trading volume of 830,800 shares, totaling 1.49 billion yuan [1] - Zhongkuang Resources (002738) closed at 48.30, up 2.29% with a trading volume of 193,000 shares, totaling 920 million yuan [1] - Major decliners included: - Shenghe Resources (600392) closed at 22.97, down 4.21% with a trading volume of 787,300 shares, totaling 1.81 billion yuan [2] - Northern Rare Earth (600111) closed at 50.79, down 2.98% with a trading volume of 1,443,800 shares, totaling 731.5 million yuan [2] Capital Flow Analysis - The small metals sector saw a net outflow of 1.409 billion yuan from major funds, while retail investors contributed a net inflow of 1.378 billion yuan [2] - The table of capital flow indicates that Zhongtung High-tech had a net inflow of 1.11 billion yuan from major funds, while it faced a net outflow of 96.99 million yuan from retail investors [3] - Zhongkuang Resources had a net inflow of 31.17 million yuan from major funds, but a net outflow of 72.16 million yuan from retail investors [3]

Core Viewpoint - The upstream titanium concentrate supply-demand gap is expected to continue narrowing in the medium term, leading to a more relaxed raw material supply, which may reduce costs for titanium processing companies and enhance their profit margins [1] Supply - Titanium concentrate production has been declining in recent years, with global reserves expected to decrease by 25.3% year-on-year in 2024 due to the closure of old mines in Australia and slow exploration of new mines [2] - It is projected that titanium concentrate supply will increase to 9.84 million tons, 10.27 million tons, and 10.71 million tons from 2025 to 2027, with year-on-year growth rates of 4.7%, 4.4%, and 4.3% respectively [2] Demand - The demand for titanium concentrate may slow down in the medium term as the expansion rate of midstream smelting products, such as titanium dioxide and sponge titanium, is expected to decelerate [3] - Although domestic production of titanium dioxide and sponge titanium has been expanding, overall global production capacity growth is expected to decline, particularly in overseas markets [3] Price - The supply of titanium concentrate is anticipated to become more relaxed, with prices expected to decline, which will likely benefit downstream titanium material companies by lowering production costs and enhancing profit margins [4] - From 2025 to 2027, the growth rate of titanium concentrate demand is expected to be lower than that of supply, indicating a continued narrowing of the supply-demand gap and further price reduction potential [4]

Core Viewpoint - The recent sharp decline in gold prices, attributed to profit-taking and reduced safe-haven demand due to easing geopolitical tensions, has negatively impacted leading companies in the precious metals sector, particularly gold stocks [3]. Summary by Category Market Performance - On October 22, the non-ferrous metal sector ETF (159876) fell by 1.73%, with a trading volume of nearly 300 million yuan, indicating active trading [1]. - As of October 21, the non-ferrous metal sector ETF (159876) had a total size of 565 million yuan, the largest among three ETFs tracking the same index [1]. Stock Movements - Leading gold stocks experienced significant declines, with Western Gold and Hunan Gold dropping over 5%, while Sichuan Gold and Chifeng Gold fell more than 4% [1]. - Conversely, Baotai Co. rose over 2%, and Hailiang Co. and Yun Aluminum gained more than 1%, with several other stocks like Zhongkuang Resources and China Aluminum also performing well [1]. Gold Price Dynamics - Gold prices saw a rare drop of over 6%, marking the largest daily decline since April 2013, primarily due to profit-taking and a stronger dollar making gold more expensive for buyers [3]. - Analysts suggest that while current pressures exist, the long-term outlook for gold remains positive as long as the Federal Reserve maintains its current interest rate path [3]. Sector Outlook - The non-ferrous metals sector is expected to benefit from a long-term supply-demand imbalance, driven by increased capital expenditure and strategic resource reserves amid global manufacturing investment growth [4]. - Specific segments such as rare earths, lithium, and copper are highlighted for their growth potential due to favorable market conditions and technological advancements [3][4]. Investment Strategy - A diversified approach to investing in the non-ferrous metals sector is recommended, utilizing the non-ferrous metal sector ETF (159876) to mitigate risks associated with individual metal investments [6].

Core Viewpoint - China's titanium resources are abundant, with significant reserves, particularly in Panzhihua, and the country is shifting from exporting raw materials to focusing on domestic high-end titanium alloy production to enhance value and meet military needs [1][6][35] Group 1: Resource and Industry Overview - China ranks among the top countries globally in titanium reserves, with a rich supply of vanadium-titanium magnetite [1] - Historically, China exported low-priced titanium ore and semi-finished products, leading to minimal profits, while advanced countries profited from deep processing [3][5] - The domestic demand for titanium has increased since the 1990s, particularly in military and chemical sectors, but exports remained significant until recent policy changes [5][6] Group 2: Policy Changes and Export Control - After 2010, domestic demand for titanium materials surged, with a peak in 2011, leading to increased production and the introduction of export controls for dual-use items, including titanium alloys [6][8] - New regulations effective from July 1, 2024, require export licenses for aerospace-related titanium materials, prioritizing military use and preventing sensitive technology outflow [8][10] - The export volume of titanium from China has decreased, with a rising proportion of domestic consumption [10][12] Group 3: Military Applications and Demand - The military sector, particularly advanced aircraft like the J-20, has significantly increased its titanium usage, with the J-20 utilizing 20% of its weight in titanium [16][20] - The demand for titanium in military applications is expected to grow, with the production of military aircraft accelerating due to improved domestic supply [20][24] - The transition to prioritizing military use of titanium resources has led to a more stable supply chain and reduced reliance on exports [24][26] Group 4: Technological Advancements - Continuous advancements in titanium technology have been made, including the development of titanium-aluminum single crystal alloys and titanium-based composite materials [28][30] - New manufacturing processes and equipment have improved the quality and strength of titanium alloys, enhancing their application in aerospace and military sectors [30][31] - The overall structure of the titanium industry is evolving, with a focus on high-quality development and innovation to maintain a competitive edge [33][35]

Core Viewpoint - A materials revolution driven by both policy and market forces is accelerating, with the "low-altitude economy" being highlighted in government work reports, indicating significant growth potential for aviation-grade materials [2][3][39]. Market Dynamics - The low-altitude economy is projected to consume over 1.25 million tons of aluminum by 2025, with a market size reaching 32 billion yuan and a compound annual growth rate exceeding 36% [3]. - The demand for aviation-grade aluminum is surging, with prices for aluminum ingots reaching 24,200 yuan per ton, a 23% increase from the previous year, while orders for low-altitude aircraft are rapidly increasing [5][6]. Industry Transformation - Traditional metal mining companies are facing a critical need to transform their operations to capture opportunities in the low-altitude economy, as failure to adapt could result in losing market share [4][7]. - Major metal companies are making strategic shifts, with some investing heavily in expanding aviation-grade aluminum production capacity to meet the growing demand from eVTOL and logistics drone manufacturers [8][12]. Competitive Strategies - Companies are adopting collaborative approaches, such as forming alliances for lightweight material development and engaging in joint research projects to enhance their competitive edge [13][21]. - The negotiation dynamics between material suppliers and drone manufacturers are becoming increasingly complex, focusing on both pricing and technical standards [15][20]. Technological Innovations - The materials revolution is pushing for advancements in material technology, with companies exploring the use of rare elements like scandium to enhance the performance of aluminum alloys [27]. - Innovations in titanium alloys are also being pursued to meet the high-temperature requirements of eVTOL engines, showcasing the industry's commitment to overcoming technical challenges [28]. Challenges and Barriers - The transition to aviation-grade materials is fraught with challenges, including lengthy certification processes and a shortage of skilled talent in the aerospace materials sector [30][31]. - Significant capital investments are required for transformation, with companies facing pressure to deliver returns within a short timeframe to satisfy investors [32]. Future Outlook - The industry is witnessing a shift towards integrated solutions, where companies are not only supplying materials but also providing design and operational support to clients [35][38]. - The competitive landscape is evolving, with companies aiming to position themselves as global suppliers for the low-altitude economy, indicating a broader strategic vision for future growth [36][39].

北京观韬（西安）律师事务所 关于宝鸡钛业股份有限公司 2025 年第三次临时股东大会的法律意见书 观意字 2025XA000512 号 致：宝鸡钛业股份有限公司 北京观韬（西安）律师事务所（以下简称"本所"）受宝鸡钛业股份有限公 司（以下简称"公司"）之委托，指派律师出席 2025 年 10 月 15 日召开的公司 2025 年第三次临时股东大会（以下简称"本次股东大会"），并根据《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》"）等相关法律、行政法规、《上市公司股东会规则（2025 修订）》（以下简称"《规则》"）以及公司现行有效的《公司章程》的有关规 定，就本次股东大会相关事项出具本法律意见书。 为出具本法律意见书，本所律师查询了公司在信息披露媒体上刊登的相关公 告，核查了公司提供的有关本次股东大会的文件，听取了公司就有关事实的陈述 和说明，列席了本次股东大会。公司已经向本所律师提供了本所律师认为出具本 法律意见书所必需的、真实、准确、完整的原始书面材料、副本材料或者口头证 言，并无任何隐瞒、虚假、误导或重大遗漏之处；公司保证提供的正本与副本一 致、原 ...