| 证券代码：601137 | 证券简称：博威合金 | 公告编号：临 2025-073 | | --- | --- | --- | | 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 2023 年股票期权与限制性股票激励计划 首次授予期权第二个行权期自主行权实施公告 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： 首次授予股票期权第二个行权期拟行权数量：1,082.4 万份 行权股票来源：向激励对象定向增发的公司人民币 A 股普通股股票 行权安排：本次采用自主行权模式，激励对象行权所得股票可于行权日（T 日） 后的第二个交易日（T+2）日上市交易。根据行权手续办理情况，实际可行权 期限为 2025 年 7 月 24 日-2026 年 6 月 29 日（行权日须为交易日）。 一、本次激励计划批准及实施情况 （一）本次激励计划已履行的相关审批程序及信息披露情况 1、公司于 2023 年 4 月 21 日召开第五届董事会第十次会议，审议通过了《关 于公司<2023 年 ...

Industry Overview - Copper strip is a key material in modern industry, known for its excellent electrical and thermal conductivity, processing performance, and corrosion resistance, widely used in new energy and electronic electrical fields [1][4] - The industry is experiencing a "quantity and quality rise" trend, with total production capacity expected to reach 4.179 million tons and output exceeding 3 million tons by 2024, while the proportion of high-end products is projected to increase to 35% [1][10] - The new energy vehicle sector has become a core growth driver, with production and sales in the first five months of 2025 increasing by over 44% year-on-year, significantly boosting demand for high-conductivity copper strips [1][22] Import and Export Dynamics - The import and export landscape is characterized by accelerated import substitution and steady export growth, with exports expected to increase by 20.61% year-on-year in 2024 [1][12] - In 2024, the total import volume of copper strips is projected to be approximately 88,800 tons, a year-on-year increase of 14.28%, while exports are expected to reach 124,200 tons [12][14] - The import structure is shifting towards high-value-added products, while exports are primarily focused on general-purpose products, indicating a trend towards higher technical content and added value in trade [14][21] Competitive Landscape - The competitive landscape of the copper strip industry is evolving into a gradient structure, with leading companies like Jiangxi Copper and Tongling Nonferrous Metals dominating over 60% of the high-end market through technological innovation and cost reduction [16][18] - Medium-sized enterprises are focusing on niche markets, while smaller firms are facing pressure due to environmental standards and market saturation, leading to accelerated exits from the market [16][18] - The industry is expected to consolidate further, with a focus on technological leadership and high-end production capabilities [18][21] Future Trends - The copper strip industry is witnessing three core trends: high-end breakthrough, structural differentiation, and green transformation, driven by technological advancements and market demands [21][22] - The demand for copper strips in the new energy vehicle sector is expected to exceed 2 million tons by 2025, accounting for over 40% of global copper consumption growth [22][23] - Companies are increasingly investing in green technologies and innovations to enhance competitiveness, with significant potential for import substitution in high-end markets [23]

Core Viewpoint - The Tesla concept sector experienced a slight decline of 0.15% with a significant capital outflow of approximately 2.92 billion [1] Group 1: Stock Performance - A total of 84 stocks within the sector saw an increase, while 113 stocks experienced a decline [1] - The top-performing stocks included: - Gongzhi Tui (11.54%) - Kelu Electronics (10.02%) - Haosen Intelligent (7.49%) - Zhongke Sanhuan (5.22%) - Hezhuan Intelligent (5.02%) - Jinli Yongci (4.48%) - China Automotive Research (4.1%) - Jinjing Technology (3.23%) - Southern Precision (3.09%) - Nanbo A (2.49%) - *ST Weier (2.38%) - Nord Shares (2.03%) - Spring and Autumn Electronics (2.02%) - Baolong Technology (1.92%) - Hengdian East Magnet (1.74%) - Galaxy Magnet (1.71%) - Paislin (1.63%) - Shida Shenghua (1.61%) - Bowei Alloy (1.4%) - Delian Group (1.38%) [1] Group 2: Declining Stocks - The stocks with the largest declines included: - Rongtai Co. (-7.53%) - Yamaton (-5.0%) - Shenghong Technology (-4.96%) - Quanfeng Automotive (-4.64%) - Shuanglin Co. (-3.99%) - Xingyuan Zhuomei (-3.36%) - Jintuo Co. (-3.08%) - Keda Li (-3.01%) - Hailian Jinhui (-2.98%) - Huafeng Superfiber (-2.86%) - Chaojie Co. (-2.74%) - Jifeng Co. (-2.66%) - Ningbo Huaxiang (-2.64%) - Changsheng Bearing (-2.54%) - Saiwu Technology (-2.34%) - Fabon Information (-2.25%) - Chaoda Equipment (-2.07%) - Lingyun Co. (-2.06%) - Sikan Technology (-1.94%) - Changhua Group (-1.86%) [1]

一、募集资金及募投项目基本情况 （一）募集资金基本情况 国信证券股份有限公司 关于宁波博威合金材料股份有限公司 部分募投项目结项并将节余募集资金 用于其他募投项目的核查意见 国信证券股份有限公司（以下简称"国信证券" 或"保荐机构"）作为宁 波博威合金材料股份有限公司（以下简称"博威合金"或"公司"）向不特定对 象发行可转换公司债券的保荐机构，根据《证券发行上市保荐业务管理办法》《上 市公司募集资金监管规则》《上海证券交易所上市公司自律监管指引第 1 号—— 规范运作》及《上海证券交易所股票上市规则》等有关规定，就公司部分募投项 目结项并将节余募集资金用于其他募投项目的情况进行了核查，具体情况如下： 经中国证券监督管理委员会《关于同意宁波博威合金材料股份有限公司向不 特定对象发行可转换公司债券注册的批复》（证监许可〔2023〕2509 号）同意， 宁波博威合金材料股份有限公司向不特定对象发行面值总额 170,000.00 万元可 转换公司债券，期限 5 年，每张面值为人民币 100 元，发行数量 1,700 万张，募 集资金总额为人民币 1,700,000,000.00 元，扣除发行费用（不含税）人民币 13 ...

| 证券代码：601137 | 证券简称：博威合金 | | 公告编号：临2025-072 | | --- | --- | --- | --- | | 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 部分募投项目结项并将节余募集资金用于其他募投项目的公告 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： 本次结项的募投项目名称：2万吨特殊合金电子材料线材扩产项目（以下简称"2 万吨线材项目"），为宁波博威合金材料股份有限公司（以下简称"公司"）2023年发行 可转债募投项目之一。 节余募集资金安排：为提高募集资金使用效率，公司拟将本次结项的募投项目节 余募集资金共计10,519.33万元（实际金额以扣除应付未付金额后，资金转出当日专户余 额为准）用于尚未完工的募投项目"3万吨特殊合金电子材料带材扩产项目"。 本次部分募投项目结项并将节余募集资金用于其他募投项目的事项已经公司第 六届董事会第十四次会议、第六届监事会第十三次会议审议通过。根据《上海证券交易 所上市公司 ...

Core Viewpoint - On July 7, a total of 30 listed companies had their restricted shares unlocked, with a total market value of approximately 15.657 billion yuan [1] Summary by Category Restricted Share Unlocking - Xiamen Xinda (000701) had 4.5378 million shares unlocked under equity incentive restrictions - Qianjiang Motorcycle (000913) had 117,500 shares unlocked under equity incentive restrictions - Shenhuo Co. (000933) had 5.1992 million shares unlocked under equity incentive restrictions - Xiamen Xiangyu (600057) had 28.3365 million shares unlocked under equity incentive restrictions - Inner Mongolia First Machinery (600967) had 20,630 shares unlocked under equity incentive restrictions - Bowei Alloys (601137) had 720,000 shares unlocked under equity incentive restrictions - Kebo Da (603786) had 1.5424 million shares unlocked under equity incentive restrictions - Jianke Co. (301115) had 90,000 shares unlocked under equity incentive restrictions - Jinhai Biological (002688) had 6.411 million shares unlocked under equity incentive restrictions - Tiantian Technology (300587) had 2.1044 million shares unlocked under equity incentive restrictions - Shengbang Co. (301233) had 994,200 shares unlocked under pre-issue restrictions - Zhonglan Environmental (300854) had 797,500 shares unlocked under equity incentive restrictions - Bidetech (605298) had 1.23 million shares unlocked under equity incentive restrictions - Tian'ao Electronics (002935) had 1.8468 million shares unlocked under equity incentive restrictions - Zhongyi Technology (301208) had 510,000 shares unlocked under pre-issue restrictions - Dielian Technology (300679) had 28,710 shares unlocked under equity incentive restrictions - Xishanghai (605151) had 544,000 shares unlocked under equity incentive restrictions - Dingsheng New Materials (603876) had 324,000 shares unlocked under equity incentive restrictions - Keli Sensor (603662) had 118,800 shares unlocked under equity incentive restrictions - Keri Technology (002957) had 451,100 shares unlocked under equity incentive restrictions - Puri Eye Hospital (301239) had 78.8296 million shares unlocked under pre-issue restrictions - Wuzhou Medical (301234) had 49.572 million shares unlocked under pre-issue restrictions - Sanwei Tiandi (301159) had 30.4475 million shares with extended lock-up period unlocked - Hush Silicon Industry (688126) had 11.3603 million shares unlocked - Junshi Biosciences (688180) had 1.8452 million shares unlocked - Olin Bio (688319) had 224,700 shares unlocked - Guoxin Technology (688262) had 71.6493 million shares unlocked - Yahui Pharmaceutical (688176) had 129 million shares unlocked - Lingyun Optical (688400) had 224 million shares unlocked - Aobi Zhongguang (688322) had 34.0322 million shares unlocked [1]

Core Points - The controlling shareholder, Bowei Group, has completed its share buyback plan, acquiring a total of 5,745,500 shares, which represents approximately 0.71% of the company's total share capital [2][3] - The total amount spent on the buyback was RMB 111.4967 million, exceeding the lower limit of the planned buyback range of RMB 100 million to RMB 200 million [2][3] - The buyback plan was initially announced on December 26, 2024, with a planned implementation period of 12 months [1][3] Summary by Sections Buyback Plan Details - The buyback plan was disclosed on December 26, 2024, with a total planned investment between RMB 100 million and RMB 200 million [1] - The price range for the buyback was adjusted to between RMB 17.50 and RMB 27.50 per share [1] Implementation Results - As of July 2, 2025, Bowei Group had completed the buyback, acquiring 5,745,500 shares [2] - The total amount spent on the buyback was RMB 111.4967 million, which is above the lower limit of the planned investment [2][3] Shareholding Structure - Prior to the buyback, Bowei Group held 225,568,681 shares, representing 28.23% of the total share capital [3] - After the buyback, Bowei Group's shareholding increased to 231,314,181 shares, representing 28.50% of the total share capital [3] - The total shareholding of Bowei Group and its concerted actions increased from 358,278,020 shares (44.84%) to 364,023,520 shares (44.86%) [3] Compliance and Regulations - The buyback plan and actions comply with the relevant regulations of the Shanghai Stock Exchange [4] - The completion of the buyback did not trigger a mandatory tender offer and did not alter the company's controlling shareholder or actual controller [4]

Group 1 - The company's supervisory board has reviewed and approved the 2023 stock option and restricted stock incentive plan, confirming that the conditions for the second exercise period of stock options and the second release period of restricted stocks have been met [1][2] - The eligible participants for the incentive plan include directors, senior management, middle management, key talents, and other employees, excluding independent directors, supervisors, and shareholders holding more than 5% of the company's shares [2][3] - The supervisory board has agreed to cancel a portion of the stock options under the 2023 incentive plan, stating that the cancellation process complies with relevant regulations and does not harm the interests of the company and its shareholders [2]

Group 1 - The company held its third independent director meeting on July 2, 2025, with all three independent directors present, confirming the legality and validity of the meeting procedures [1][2] - The meeting approved the proposal regarding the conditions for the second exercise period of stock options and the lifting of restrictions on the second lock-up period for restricted stock under the 2023 stock option and restricted stock incentive plan [1][2] - The independent directors agreed to submit the proposal to the board of directors for further review [1][2] Group 2 - The meeting also approved the proposal to cancel a portion of stock options under the 2023 stock option and restricted stock incentive plan due to reasons such as employee resignation, death, performance assessment results, and expiration without exercise [2] - The cancellation process was deemed legal and compliant with relevant regulations, ensuring no harm to the company or its shareholders [2] - This proposal will also be submitted to the board of directors for consideration [2]

Core Viewpoint - The legal opinion letter from Shanghai Jintiancheng Law Firm confirms that Ningbo Bowei Alloy Materials Co., Ltd. has fulfilled the necessary conditions for the second exercise period of stock options and the lifting of restrictions on restricted stocks as part of its 2023 stock option and restricted stock incentive plan [1][2][3] Group 1: Implementation of the Incentive Plan - As of the date of the legal opinion, the implementation of the 2023 stock option and restricted stock incentive plan has been verified, including the approval of relevant proposals by the board and the independent opinions of independent directors [5][6][10] - The company granted a total of 44.385 million stock options to 535 eligible incentive objects and 2.4 million restricted stocks to 4 eligible incentive objects on May 18, 2023 [10][11] - The actual registration of stock options granted was 43.805 million, with 524 individuals registered, and the registration of restricted stocks was completed on July 5, 2023, with 240,000 shares granted to 4 individuals [11] Group 2: Conditions for Exercise and Lifting of Restrictions - The second exercise period for the stock options will end on June 29, 2025, and the conditions for exercising the options have been met, including no adverse audit opinions and compliance with performance targets [14][15] - The performance target for the second exercise period requires a net profit growth of at least 40% compared to 2022, which has been achieved [16][17] - The lifting of restrictions on the restricted stocks is contingent upon similar conditions, including no adverse audit opinions and meeting performance targets [17][18] Group 3: Cancellation of Stock Options - The company will cancel a total of 766,500 stock options due to various reasons, including the departure of 10 individuals and performance results of C and D for others [18][19] - The cancellation of stock options will not materially affect the company's financial status or the implementation of the incentive plan [19]