的说明 □适用 √不适用 □适用 √不适用 | 截至报告期末表决权恢复的优先股股东总数（户） | | --- | 前 10 名股东持股情况 | 股东性 | | | 持股比 | 持股 | 持有有限 | | | | 质押、标记或冻 | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | 结的 | | | | | | | | | | | | 股东名称 | | | | | 售条件的 | | | | | | | 例(%) | 质 | | | 数量 | | | | 股份数量 | | | | | | | | | 股份数量 | | | | | | | 境内非 | | | | | | | | | | | | 博威集团有限公司 30,000,000 | | 国有法 | | 28.50 | 231,314,181 | | 0 | 质押 | | | | 人 | | | | | | | | | | | | 境外法 | | | | | | | | | | | | 博威亚太有限公司 | | | | 9.86 80,000,000 | | | 0 | ...

Core Points - The company held its 15th meeting of the 6th Board of Directors on August 18, 2025, with all 8 directors present, and approved several key resolutions [1][2][3] Group 1: Financial Reports - The Board approved the 2025 semi-annual report and its summary with unanimous support [1] - The Board also approved the special report on the use of raised funds for the first half of 2025, which was previously reviewed and agreed upon by the Audit Committee [2] Group 2: Governance Changes - The company decided to abolish the Supervisory Board, transferring its powers to the Audit Committee, with relevant rules being abolished [2][3] - Amendments to the company's Articles of Association are proposed, which require shareholder approval [3] Group 3: Stock Options and Candidates - The Board approved the repurchase and cancellation of certain restricted stocks from the 2023 stock option plan, with adjustments to the repurchase price [4] - The Board nominated Chen Kelei as a candidate for the 6th Board of Directors, pending shareholder approval [5] Group 4: Upcoming Meetings - The company plans to hold its second extraordinary general meeting of shareholders on September 3, 2025, to review the resolutions that require shareholder approval [5]

Group 1 - The company held the 14th meeting of the 6th Supervisory Board on August 18, 2025, with all three supervisors participating in the voting, meeting legal and regulatory requirements [1][2]. - The Supervisory Board approved the 2025 semi-annual report, confirming that the report's preparation and review processes complied with relevant laws and regulations, and accurately reflected the company's operational and financial status [1][2]. - The board also approved a special report on the storage and use of raised funds for the first half of 2025, with all votes in favor [2]. Group 2 - The board passed a resolution to cancel the Supervisory Board and abolish the "Supervisory Board Meeting Rules," which will require approval from the shareholders' meeting [2]. - A resolution was approved regarding the repurchase and cancellation of certain restricted stocks from the 2023 stock option and restricted stock incentive plan, along with an adjustment to the repurchase price [2].

证券代码：601137 证券简称：博威合金 公告编号：临 2025-083 债券代码：113069 债券简称：博23转债 宁波博威合金材料股份有限公司 关于召开2025年第二次临时股东大会的通知 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： 网络投票系统：上海证券交易所股东大会网络投票系统 网络投票起止时间：自2025 年 9 月 3 日 至2025 年 9 月 3 日 采用上海证券交易所网络投票系统，通过交易系统投票平台的投票时间为股 东大会召开当日的交易时间段，即 9:15-9:25,9:30-11:30，13:00-15:00；通过 互联网投票平台的投票时间为股东大会召开当日的 9:15-15:00。 (六) 融资融券、转融通、约定购回业务账户和沪股通投资者的投票程序 涉及融资融券、转融通业务、约定购回业务相关账户以及沪股通投资者的投 票，应按照《上海证券交易所上市公司自律监管指引第 1 号—规范运作》等有关 规定执行。 (七) 涉及公开征集股东投票权 不涉及 二、 会议审议事项 本次股东大会审议议案及 ...

Core Viewpoint - Ningbo Bowei Alloy Materials Co., Ltd. has announced the cancellation of its supervisory board, changes to its registered capital, and amendments to its articles of association, reflecting a shift in corporate governance structure and capital management [1][2]. Group 1: Cancellation of Supervisory Board - The company will no longer have a supervisory board, with its functions being transferred to the audit committee of the board of directors [2]. - The existing supervisory board will continue to perform its duties until the shareholders' meeting approves the cancellation [2]. Group 2: Change in Registered Capital - The registered capital will decrease from RMB 810,374,302 to RMB 810,094,302 due to the repurchase and cancellation of 280,000 restricted shares from a former executive [2][3]. - The total share capital will also be adjusted accordingly, reflecting the reduction in registered capital [3]. Group 3: Amendments to Articles of Association - The articles of association will be revised to align with the changes in corporate governance and registered capital [2]. - Key amendments include the definition of the company's legal representative and the rights and obligations of shareholders [4][5]. - The revised articles will ensure that the company operates in compliance with the Company Law and Securities Law, enhancing the protection of shareholders' rights [6][7].

General Provisions - The system is established to regulate the departure of directors and senior management of Ningbo Bowei Alloy Materials Co., Ltd., ensuring stable governance and protecting the legal rights of the company and its shareholders [1][2] - This system applies to situations where directors and senior management leave due to term expiration, resignation, dismissal, or other reasons [1] Departure Circumstances and Procedures - Directors and senior management can resign before their term expires by submitting a written resignation report, which must state the reason for resignation. The resignation takes effect on the day the company receives the report, and the company must disclose the situation within 2 trading days [3][4] - If certain conditions are met, original directors must continue to perform their duties until newly elected directors take office [3][4] Replacement and Ineligibility - The company must complete the election of new directors within 60 days of a resignation to ensure compliance with legal and regulatory requirements [2] - Individuals with specific disqualifications, such as criminal convictions or bankruptcy responsibilities, cannot serve as directors or senior management [2] Responsibilities and Obligations After Departure - Departing directors and senior management must complete work handover within 5 working days after resignation and fulfill any public commitments made during their tenure [4][5] - They are required to maintain confidentiality regarding company trade secrets even after leaving, and their obligations of loyalty continue for 2 years post-resignation [5] Legal and Regulatory Compliance - The system is subject to relevant laws, regulations, and the company's articles of association, and any conflicts with future regulations will be resolved in favor of the new laws [6]

General Provisions - The work guidelines for the president of Ningbo Bowei Alloy Materials Co., Ltd. are established in accordance with relevant laws and regulations, including the Company Law and Securities Law [1] Appointment and Dismissal of the President - The president is nominated by the chairman and appointed or dismissed by the board of directors for a term of three years, which can be renewed [2] - The president must possess extensive economic theory, management knowledge, and practical experience, along with strong management capabilities [2] - The president is required to sign an employment contract with the company, clarifying the rights and obligations of both parties [2] Powers of the President - The president is responsible for the overall management of the company and reports to the board of directors [4] - The president has the authority to organize and implement board resolutions, annual plans, and investment proposals [4][5] - The president is also responsible for proposing the appointment or dismissal of key management personnel [4] Work Procedures of the President - The president's office is established to handle daily affairs, and meetings are held to discuss important issues such as long-term development plans and major investment projects [7][9] - Decisions made in meetings are documented and must be implemented by designated personnel [10] Reporting System - The president is required to report the company's operational status to the board of directors quarterly and must ensure the authenticity of these reports [11] - In case of significant incidents or lawsuits, the president must promptly inform the chairman and the board [11] Performance Evaluation and Incentive Mechanism - The performance evaluation of the president and other senior management is conducted by the board's compensation and assessment committee [12] - Compensation is linked to company performance and individual achievements, with the possibility of establishing long-term incentive mechanisms [12]

宁波博威合金材料股份有限公司 信息披露管理制度 （2025 年 8 月修订） 第一章 总则 第一条 为规范宁波博威合金材料股份有限公司（以下简称"公司"）的信息 披露行为，加强信息披露事务管理，保护投资者合法权益，根据《中华人民共和 国公司法》、 《中华人民共和国证券法》、 《上海证券交易所股票上市规则》及《上 市公司信息披露管理办法》及《公司章程》的有关规定，结合本公司实际情况， 制定本制度。 第二条 信息披露义务人履行信息披露义务应当遵守本制度的规定，本制度 所称"信息披露义务人"，除公司本身外，包括 （一）公司董事、高级管理人员； （三）收购人，重大资产重组、再融资、重大交易有关各方等自然人、单位 及其相关人员，破产管理人及其成员； （四）法律、行政法规和中国证监会规定的其他承担信息披露义务的主体。 第三条 本制度所称"信息"是指所有可能对公司股票及其衍生品种交易价 格产生重大影响的信息以及证券监管部门要求披露的信息； 第五条 信息披露义务人应当及时依法履行信息披露义务，披露的信息应当 真实、准确、完整，简明清晰、通俗易懂，不得有虚假记载、误导性陈述或者重 大遗漏。 信息披露义务人披露的信息应当同时向所 ...

宁波博威合金材料股份有限公司 重大投资和决策制度 （2025 年 8 月修订） 第一条 目的 为保护对外投资的安全，最大限度利用公司资源，贯彻执行企业财务制度及 会计准则，促使公司加强投资管理和建立科学的投资决策机制，依据相关法律法 规，结合本公司具体情况制定本投资决策制度。 第二条 本制度适用于公司所属相关部门、分公司、控股子公司，参股子公 司参照执行。 第三条 公司投资内部控制坚持如下原则： （一）关键点控制原则：针对业务处理过程中的关键控制点，将内部控制落 实到决策、执行、监督、反馈等各个环节； （二）符合国家有关法律法规和本公司的实际情况，全体员工必须遵照执行， 任何部门和个人都不得拥有超越内部控制的权力； （三）保证公司内部机构、岗位及其职责权限的合理设置和分工，坚持不相 容职务相互分离，确保不同机构和岗位之间权责分明、相互制约、相互监督； （四）成本效益原则：公司在设置各个控制点时应合理考虑所得到的收益应 大于控制成本的基本要求，如果无法确认控制点所带来的收益，则应考虑满足既 定控制前提下，使控制成本最小。 第四条 合理的职责分工 对于合法的投资业务，应在业务的授权、业务的执行、业务的会计记录以及 ...

Core Viewpoint - The internal reporting system for significant events at Ningbo Bowei Alloy Materials Co., Ltd. is established to ensure timely, accurate, and comprehensive disclosure of information that may significantly impact the trading price of the company's stocks and derivatives [1][2]. General Provisions - The internal reporting system applies to the company and its subsidiaries, ensuring that all departments and branches report significant matters to the board of directors and relevant executives [1][2]. - The reporting obligations include timely communication of significant events that could affect stock trading prices [1][2]. Scope and Content of Significant Matters - The reporting obligations cover various significant events, including changes in major office addresses, board resolutions, shareholder meeting decisions, and any transactions that may impact the company's financial standing [4][5][6]. - Specific reporting obligations are outlined for various stakeholders, including senior management, board members, and significant shareholders [3][4]. Reporting Procedures - Individuals with reporting obligations must notify the board secretary on the same day they become aware of significant matters, using appropriate communication methods [11]. - The board secretary is responsible for analyzing reported matters and determining if disclosure is necessary [12]. Responsibilities and Penalties - All departments and subsidiaries must adhere strictly to the reporting system, with penalties for failing to report significant matters in a timely manner, including potential legal consequences [14][9]. Additional Provisions - In case of conflicts between this internal reporting system and relevant laws or regulations, the latter will take precedence [10]. - The board of directors is responsible for the interpretation and implementation of this reporting system [10].