证券代码：600456 证券简称：宝钛股份 公告编号：2023-021 债券代码：155801/155802 债券简称：19 宝钛 01/19 宝钛 02 宝鸡钛业股份有限公司 关于续签日常关联交易协议的公告 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： ●交易内容：鉴于宝鸡钛业股份有限公司（以下简称"公司""宝钛股份"）与 宝钛集团有限公司（以下简称"宝钛集团"）签署的《安全保障服务协议》、《职业教 育培训协议》、《档案管理协议》、《后勤保障协议》已期满，公司拟与宝钛集团及宝 钛集团有限公司综合服务管理分公司（以下简称"综合服务公司"）续签该等日常关 联交易协议。本次该等日常关联交易协议的签订，不存在交易风险。 ●宝钛集团是公司控股股东，综合服务公司是宝钛集团的分公司，上述事项构 成了关联交易。上述该等关联交易不构成《上市公司重大资产重组管理办法》规定 的重大资产重组。本次该等关联交易经公司第八届董事会第三次会议审议通过，关 联董事回避表决。 ●本次该等日常关联交易金额合计 4074.11102 万元，低于 ...

宝鸡钛业股份有限公司独立董事 关于签署有关日常关联交易协议的 独立意见 宝鸡钛业股份有限公司于 2023年 8 月 24 日召开的第八届董事会第三次会 议，审议通过了《关于签署公司有关日常关联交易协议的议案》。 宝鸡钛业股份有限公司独立董事 关于签署有关日常关联交易协议的 独立意见 宝鸡钛业股份有限公司于 2023 年 8 月 24 日召开的第八届董事会第三次会 议，审议通过了《关于签署公司有关日常关联交易协议的议案》。 根据《上市公司独立董事规则》《上海证券交易所股票上市规则》《上海证券 交易所上市公司自律监管指引第１号一规范运作》以及《宝鸡钛业股份有限公司 章程》等规定,本人作为宝鸡钛业股份有限公司独立董事,在审阅了该项关联交 易及相关材料后,本着公平、公正和独立判断的原则,对此次董事会讨论的关联 交易事项发表如下独立意见: 1、上述关联交易事项是公司与宝钛集团有限公司及其综合服务管理分公司 之间正常、合法的经济行为,关联交易定价公允、合理,不存在损害公司和非关 联股东的利益,尤其是中小股东利益情形,亦不会对公司独立性产生不利影响。 2、上述关联交易事项表决时关联董事回避了表决,关联交易表决程序合法 有效 ...

证券代码：600456 证券简称：宝钛股份 公告编号：2023-018 债券代码：155801/155802 债券简称：19 宝钛 01/19 宝钛 02 宝鸡钛业股份有限公司 2022 年年度权益分派实施公告 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： 每股分配比例 A 股每股现金红利 0.45 元（含税） 相关日期 | 股份类别 | 股权登记日 | 最后交易日 | 除权（息）日 | 现金红利发放日 | | --- | --- | --- | --- | --- | | Ａ股 | 2023/8/23 | － | 2023/8/24 | 2023/8/24 | 差异化分红送转： 否 一、 通过分配方案的股东大会届次和日期 本次利润分配方案经公司 2023 年 6 月 29 日的 2022 年度股东大会审议通过。 二、 分配方案 截至股权登记日下午上海证券交易所收市后，在中国证券登记结算有限责任公司上海分 公司（以下简称"中国结算上海分公司"）登记在册的本公司全体股东。 3. 分配方案： 本次利润分配以方案实 ...

证券代码:600456 证券简称:宝钛股份 编号：2023-012 债券代码：155801/155802 债券简称：19 宝钛 01/19 宝钛 02 宝鸡钛业股份有限公司 ●会议召开方式：网络平台在线交流 ●会议召开地址："全景路演"（http://rs.p5w.net） ●投资者可于 2023 年 5 月 12 日 17:00 前将相关问题发送至公司邮箱： dsb@baoti.com ，或通过 https://ir.p5w.net/zj 进行预提问。公司将在业绩说 明会上，在信息披露允许的范围内，对投资者普遍关注的问题进行解答。 关于参加"2023 年陕西辖区上市公司投 资者集体接待日暨 2022 年度业绩说明会" 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： ●会议召开时间：2023 年 5 月 16 日 15:00-17:00 一、说明会类型 宝鸡钛业股份有限公司（以下简称"公司"）已于 2023 年 4 月 26 日在上海 证券交易所网站（www.sse.com.cn）披露公司 2022 年 ...

Financial Performance - The company's operating revenue for 2022 was CNY 6,634,631,944.44, an increase of 26.47% compared to CNY 5,246,042,494.42 in 2021[9] - The net profit attributable to shareholders for 2022 was CNY 557,157,959.30, a slight decrease of 0.56% from CNY 560,279,748.52 in 2021[9] - The basic earnings per share for 2022 was CNY 1.1661, down by 1.39% from CNY 1.1825 in 2021[10] - The company achieved a revenue of 6.635 billion RMB, an increase of 26.47% year-on-year[53] - The net profit attributable to shareholders was 557 million RMB, a decrease of 0.56% year-on-year[53] - The production volume of titanium products was 32,538.59 tons, up 17.01% compared to the previous year[58] - The sales volume of titanium products reached 31,609.35 tons, an increase of 18.67% year-on-year[58] - The company's operating costs rose to 5.199 billion RMB, reflecting a year-on-year increase of 29.15%[72] - The gross margin for titanium products decreased by 1.58 percentage points to 21.80%, while the gross margin for other products decreased by 1.23 percentage points to 18.14%[73] - Domestic sales accounted for 5.694 billion RMB, with a gross margin of 23.90%, down 2.13 percentage points year-on-year[73] - International sales reached 749.84 million RMB, with a gross margin of 3.89%, up 5.49 percentage points year-on-year[73] Research and Development - The company received 12 technology achievement awards and 5 patent authorizations in 2022, reflecting its strong R&D capabilities[16] - The company has developed specialized titanium materials for hydrogen fuel cells, contributing to green energy initiatives[16] - Research and development expenses increased by 50.10% to 245 million RMB[54] - Research and development expenses totaled 244.80 million RMB, representing 3.69% of operating revenue[79] - The company has established multiple research and development partnerships with domestic universities and research institutions[50] - Research and development expenses are detailed in the financial statements, highlighting the company's commitment to innovation[87] Market Position and Strategy - The company is focused on expanding its market presence and optimizing its product structure through continuous R&D investment[15] - The company maintained a leading position in the domestic market and was recognized as a gold medal supplier for the "Dayun Project" in 2016[49] - The company has identified significant market opportunities in various sectors, including aerospace, medical, and renewable energy, indicating a positive outlook for the titanium industry[103] - The company is focusing on expanding into high-end titanium product markets while addressing competition in mid-to-low-end products[113] - The company intends to expand into high-end markets and new sectors such as hydrogen energy, 3C, medical, and construction applications for titanium[133] - The company will focus on optimizing product structure and expanding new applications to ensure steady economic benefits amid increasing industry competition[145] Financial Management and Risks - The net cash flow from operating activities was negative CNY 229,991,403.90 in the first quarter of 2022[25] - The company’s cash flow from operating activities showed a net outflow of 435 million RMB, a decrease of 311.49% year-on-year[54] - The company's cash and cash equivalents decreased by 44.63% to 905.36 million RMB compared to the previous period[82] - The top five customers contributed 1.758 billion RMB, accounting for 26.50% of total annual sales[77] - The top five suppliers accounted for 43.97% of the total annual procurement, with related party purchases making up 15.22% of that amount, totaling approximately ¥1.85 billion[86] - The company faces financial risks related to accounts receivable if customers experience financial difficulties, and it plans to build strong relationships with clients to mitigate this risk[159] - The cost of sponge titanium is significant in the production cost of titanium materials, and fluctuations in its price could impact the company's production costs[160] - The company has strong bargaining power for raw materials but acknowledges the risk of short-term price increases affecting cost control[161] Governance and Compliance - The company has established a comprehensive governance structure to ensure compliance and operational efficiency[152] - The company has established a strict internal control system for related party transactions, ensuring fairness and transparency in pricing and decision-making processes[154] - The company emphasizes the importance of corporate governance and compliance with laws and regulations to protect investor rights and enhance operational transparency[162] - The company has implemented a registration system for insider information to prevent leaks and ensure fair information disclosure[158] - The company has established specialized committees, including audit, nomination, remuneration, and strategic committees, to enhance governance[194] - The company is focused on maintaining transparency and accuracy in financial reporting and governance practices[196] Future Plans and Investments - The company expects a total funding requirement of 9 billion RMB for purchasing raw materials, project construction, and other operational needs in 2023[117] - The company aims to strengthen cost control and improve product cost accounting accuracy through comprehensive management strategies[117] - The company plans to invest ¥24.27 million in a joint venture, maintaining a 12.14% ownership stake[97] - The company plans to invest 155 million CNY in fixed assets in 2023[133] - The company aims to achieve a production capacity of 50,000 tons of titanium products and a certain amount of zirconium and nickel products during the "14th Five-Year Plan" period[132] Leadership and Management - The company is led by Chairman Lei Rangqi, who has been in position since May 5, 2022, and will serve until December 14, 2025[168] - The company has a stable board of directors with no changes in shareholding reported for the year[168] - The company has independent directors with significant academic and industry experience, enhancing governance[168] - The company has maintained a consistent leadership structure with no new appointments or departures reported in the recent period[168] - The company’s management team includes experienced professionals from various sectors, contributing to its strategic direction[168] Operational Efficiency - The company has established a complete production, supply, and sales system, along with independent industrial property rights and intangible assets[178] - The company operates independently of its controlling shareholders, ensuring no interference in fund usage[178] - The company has a dedicated audit department responsible for financial and internal operations auditing[178] - The company maintains a streamlined and efficient organizational structure to meet operational needs[178] - The company held a total of 8 board meetings during the year, all conducted via communication methods[193]

Financial Performance - The company's operating revenue for Q1 2023 was ¥1,874,790,592.72, representing an increase of 18.39% compared to the same period last year[7]. - The net profit attributable to shareholders of the listed company was ¥136,758,159.41, a decrease of 29.31% year-on-year[7]. - The net profit attributable to shareholders after deducting non-recurring gains and losses was ¥131,700,017.53, down 31.22% from the previous year[7]. - The basic earnings per share for the period was ¥0.2862, down 29.32% year-on-year[8]. - Operating profit for Q1 2023 was ¥186,943,021.94, a decrease of 24.14% from ¥246,381,884.05 in Q1 2022[33]. - The total profit for the first quarter of 2023 is approximately ¥186.93 million, a decrease from ¥246.46 million in the same period of 2022, representing a decline of about 24%[34]. - The net profit attributable to shareholders of the parent company for Q1 2023 is approximately ¥136.76 million, down from ¥193.47 million in Q1 2022, indicating a decrease of around 29%[34]. - The basic and diluted earnings per share for Q1 2023 are both ¥0.2862, compared to ¥0.4049 in Q1 2022, reflecting a decline of approximately 29%[34]. Cash Flow - The net cash flow from operating activities was -¥14,985,669.23, a decrease of 93.48% compared to the same period last year[8]. - The net cash flow from operating activities for Q1 2023 is negative at approximately -¥14.99 million, an improvement from -¥229.99 million in Q1 2022[37]. - The company reported a cash outflow from operating activities totaling approximately ¥887.87 million in Q1 2023, compared to ¥1.43 billion in Q1 2022, showing a reduction of about 37%[37]. - Cash received from sales of goods and services in Q1 2023 is approximately ¥734.86 million, down from ¥1.16 billion in Q1 2022, representing a decrease of about 37%[37]. Assets and Liabilities - The total assets at the end of the reporting period were ¥12,929,038,499.74, an increase of 3.77% from the end of the previous year[8]. - Current assets totaled ¥9,213,821,238.84 as of March 31, 2023, compared to ¥8,824,470,394.57 at the end of 2022, reflecting an increase of 4.41%[26]. - Total liabilities as of Q1 2023 amount to approximately ¥6.06 billion, an increase from ¥5.69 billion in the previous year, indicating a growth of about 6.5%[38]. - Current liabilities amounted to ¥4,052,623,697.52 as of March 31, 2023, compared to ¥3,920,562,028.47 at the end of 2022, representing an increase of 3.37%[28]. - The company has a long-term loan balance of approximately ¥943 million as of Q1 2023, an increase from ¥743 million in the previous year, indicating a growth of about 27%[38]. Equity - The equity attributable to shareholders of the listed company was ¥6,331,149,051.32, up 2.24% from the end of the previous year[8]. - The total equity attributable to shareholders of the parent company is approximately ¥6.33 billion, up from ¥6.19 billion in the previous year, reflecting an increase of about 2.3%[38]. Research and Development - Research and development expenses in Q1 2023 amounted to ¥35,328,413.97, significantly higher than ¥18,306,822.04 in Q1 2022, indicating an increase of 93.06%[33]. Cash and Cash Equivalents - Cash and cash equivalents as of March 31, 2023, were ¥825,908,444.42, down from ¥905,355,895.21 at the end of 2022[26]. - The ending balance of cash and cash equivalents was $737,498,510.18, down from $1,834,418,217.57 at the end of the previous period[44]. - The net increase in cash and cash equivalents was -$57,201,483.74, contrasting with an increase of $484,161,051.30 in the last period[44].

| --- | --- | --- | --- | --- | |----------|-------|-------|------------------------------|-------| | | | | | | | | | | 宝鸡钛业股份有限公司 | | | 关于" | 2022 | | 年陕西辖区上市公司投资者集体 | | | | | | | | | 接待日暨 | | 2021 | 年度业绩说明会"的召开情况 | | 纪要 为了提高公司治理水平，建立董事会与投资者良好沟通机制，促进投资者全 面深入了解上市公司，公司积极参与了陕西证监局、陕西省国资委、陕西省金融 监管局、中证中小投服中心、陕西上市公司协会、全景网共同举办的"2022 年陕 西辖区上市公司投资者集体接待日暨 2021 年度业绩说明会"活动，具体情况如 下： 一、本次业绩说明会召开情况 2022 年 5 月 6 日，公司在上海证券交易所网站（www.sse.com.cn）及指定信 息披露媒体披露了《宝鸡钛业股份有限公司关于参加"2022 年陕西辖区上市公司 投资者集体接待日暨 2021 年度业绩说明会"的公告》（公告编号：2022- ...

宝鸡钛业股份有限公司 2022 年 6 月投资者调研采访记录 来访单位：德邦证券、东方阿尔法、天风证券 会谈内容： 问题一：请问钛产品的主要用途是什么？ 回答：钛金属因其良好的耐腐蚀、比强度高、耐高温的优良在化 工、两碱、制盐，航工、航天、舰船、电力、医疗、武器装备等方面 得到广泛使用，随着钛冶炼技术的进步，将来钛必将等到广泛使用。 问题二：国内外钛行业需求结构差异？ 回答：总的来讲，钛行业国内外市场需求差异大，美国、俄罗斯 因为航空业发达，航空用钛占比较高，而且钛材企业生产规模大，盈 利能力较强；日本，主要是民用钛材，主要用在建筑、医疗、眼镜架 等。目前钛行业在我国航天航空、石油、化工、医疗、建筑、生活用 钛、舰船等领域有较大市场需求和市场空间。 问题三：近三年公司产品成本构成如何？ 回答：公司产品成本由原材料、辅料、人工工资、能源、折旧、 制造费用等项目构成，直接材料占产品成本的比例较高，在 80%以上。 问题四：公司现有的技术水平、管理水平以及人员能否顺利的保 障募资投资项目的完成？ 回答：经过多年的发展和积累，公司已形成了良好的技术人材储 备和管理人材及经验的储备，公司在对去年募集资金项目进行前期评 ...

Financial Performance - The company's operating revenue for Q3 2022 was ¥1,721,171,038.43, a decrease of 3.04% compared to the same period last year[7]. - The net profit attributable to shareholders for Q3 2022 was ¥151,492,366.95, down 21.60% year-on-year[7]. - The net profit attributable to shareholders after deducting non-recurring gains and losses was ¥139,378,934.16, a decrease of 24.07% compared to the same period last year[7]. - The basic earnings per share for Q3 2022 was ¥0.3171, reflecting a decline of 21.61% year-on-year[10]. - The weighted average return on equity for Q3 2022 was 2.4973%, a decrease of 0.8046 percentage points compared to the same period last year[10]. - The net profit for the third quarter of 2022 was CNY 593.70 million, an increase of 15.2% compared to CNY 515.30 million in the same period of 2021[33]. - Operating profit reached CNY 662.42 million, up from CNY 577.44 million, reflecting a growth of 14.7% year-over-year[33]. - The company’s total profit for the quarter was CNY 668.82 million, an increase of 14.4% from CNY 584.52 million in the previous year[33]. - The company’s total comprehensive income attributable to shareholders was CNY 509.42 million, compared to CNY 471.23 million in the same period last year, reflecting a growth of 8.1%[33]. Assets and Liabilities - Total assets at the end of Q3 2022 reached ¥14,398,940,922.55, an increase of 22.47% compared to the end of the previous year[10]. - The total assets of the company reached ¥14,398,940,922.55, compared to ¥11,756,706,145.91 at the end of 2021, reflecting a growth of 22.3%[27]. - Total liabilities increased to ¥7,737,539,694.96 from ¥5,274,173,133.87, representing a rise of 46.8%[27]. - The total equity attributable to shareholders at the end of Q3 2022 was ¥6,142,049,316.86, reflecting a slight increase of 1.72% compared to the end of the previous year[10]. Cash Flow - The company reported a net cash flow from operating activities of ¥117,478,971.08 for the year-to-date, an increase of 163.07% compared to the same period last year[10]. - Cash flow from operating activities generated a net amount of CNY 117.48 million, a significant recovery from a negative cash flow of CNY -186.25 million in the previous year[37]. - The cash inflow from financing activities was CNY 3.19 billion, while cash outflow was CNY 1.80 billion, resulting in a net cash flow of CNY 1.39 billion from financing activities[39]. - The company recorded a decrease in other cash received related to operating activities, totaling CNY 114.06 million, down from CNY 203.79 million in the previous year[37]. Revenue and Costs - Total revenue for the first three quarters of 2022 reached ¥5,098,887,886.32, an increase of 10.45% compared to ¥4,615,516,350.99 in the same period of 2021[31]. - Total operating costs for the first three quarters of 2022 were ¥4,358,034,236.62, up from ¥3,995,749,272.70 in 2021, reflecting a year-on-year increase of 9.06%[31]. - Total revenue from sales of goods and services was CNY 4.49 billion, compared to CNY 3.03 billion in the same period last year, marking an increase of 48.5%[37]. Production and Inventory - Titanium product production for the first nine months was 24,688.09 tons, an increase of 24.27% year-on-year, while sales volume was 24,307.97 tons, up 24.24% year-on-year[18]. - Inventory as of September 30, 2022, was ¥3,332,046,693.49, up from ¥2,995,876,766.78, indicating an increase of 11.2%[22]. Research and Development - Research and development expenses for the first three quarters of 2022 were ¥121,632,356.21, compared to ¥99,191,868.66 in the same period of 2021, showing a growth of 22.7%[31]. - The company plans to continue expanding its market presence and investing in new technologies to enhance its competitive edge[31]. Cash and Equivalents - The company's cash and cash equivalents as of September 30, 2022, amounted to ¥2,916,474,061.09, compared to ¥1,635,038,120.47 at the end of 2021, representing a growth of 78.5%[22]. - The company reported a total cash and cash equivalents balance of CNY 2.66 billion at the end of the period, up from CNY 1.68 billion at the end of the previous year[39]. Accounts Receivable - Accounts receivable increased to ¥2,768,378,478.67 from ¥1,487,742,861.81, marking an increase of 86.2% year-on-year[22].

Financial Performance - The company's operating revenue for the first half of 2022 was CNY 3,377,716,847.89, an increase of 18.92% compared to CNY 2,840,429,049.25 in the same period last year[21]. - The net profit attributable to shareholders of the listed company was CNY 357,928,560.85, representing a growth of 28.75% from CNY 277,995,821.00 year-on-year[21]. - The net profit after deducting non-recurring gains and losses was CNY 339,360,812.61, which is a 33.50% increase compared to CNY 254,199,527.70 in the previous year[21]. - Basic earnings per share for the first half of 2022 were CNY 0.7492, an increase of 24.49% from CNY 0.6018 in the same period last year[24]. - The weighted average return on net assets increased to 5.7570%, up by 0.6678 percentage points from 5.0892% year-on-year[24]. - The company achieved operating revenue of CNY 3.38 billion, a year-on-year increase of 18.92% compared to CNY 2.84 billion in the same period last year[44]. - The net profit attributable to shareholders reached CNY 358 million, reflecting a strong performance in the first half of 2022[40]. - The company reported a net profit of ¥478,618,563.95 for the first half of 2022, compared to ¥357,089,728.94 in the same period of 2021, showing a growth of 34%[175]. Cash Flow and Assets - The net cash flow from operating activities was CNY 16,372,596.21, a significant improvement from a negative cash flow of CNY -115,154,369.11 in the same period last year, marking a 114.22% increase[21]. - Cash and cash equivalents increased by 59.11% to CNY 2,601,456,901.08, compared to CNY 1,635,038,120.47 in the previous year[52]. - The total assets at the end of the reporting period were CNY 13,659,837,416.80, up 16.19% from CNY 11,756,706,145.91 at the end of the previous year[21]. - Current assets increased to CNY 10,201,281,605.21 from CNY 8,410,690,801.64, representing a growth of approximately 21.3%[160]. - Total liabilities increased to CNY 7,149,939,665.57 from CNY 5,274,173,133.87, representing a growth of approximately 35.5%[165]. Research and Development - The company received 9 technology achievement awards and was granted 2 patents in the first half of 2022, indicating a focus on innovation[43]. - Research and development expenses increased by 40.84% to CNY 79.65 million, driven by the expansion of R&D projects[44]. - The company has a strong R&D capability, recognized as a national high-tech enterprise, and has completed over 8,000 national research projects[35]. Market Position and Strategy - The company is recognized as the largest specialized rare metal production and research base in China, with its main titanium products' annual output ranking among the top in the world[35]. - The company is actively enhancing its market position in high-end applications, particularly in aerospace, marine, and defense sectors, to improve its product structure and market share[33]. - The titanium industry is expected to see stable growth in the second half of 2022, driven by demand from aerospace and chemical industries[33]. - The company aims to expand into new application fields for titanium materials, enhancing marketing efforts to cultivate new profit growth points[65]. Environmental Compliance - The company has established pollution prevention facilities, including exhaust gas absorption towers and washing towers, which are operating normally[86]. - The company strictly complies with national environmental protection laws and regulations, ensuring all construction projects have received necessary approvals and passed environmental protection acceptance[88]. - The company actively promotes green development and has not experienced any significant environmental pollution incidents during the reporting period[104]. Community Engagement - The company has taken measures to prevent poverty and support rural revitalization, contributing to community development[107]. - The company made donations of rice and cooking oil to 52 households in need during the Spring Festival, demonstrating its commitment to community support[111]. - The company has assisted 21 eligible students from poverty-stricken households in applying for the "Rain Dew Program" subsidies[111]. Corporate Governance - The company appointed Lei Rangqi as the new chairman on May 5, 2022, following the retirement of Wang Wensheng[74]. - The company has maintained a good integrity status during the reporting period, with no significant litigation or arbitration matters reported[122]. - The company reported no profit distribution or capital reserve transfer plans for the half-year period[78].