证券代码：002182 证券简称：宝武镁业 公告编号：2025-26 宝武镁业科技股份有限公司 关于公司股东协议转让股份过户完成的公告 本公司及董事会全体成员保证公告内容的真实、准确和完整，不存在虚 假记载、误导性陈述或者重大遗漏。 一、本次股份转让的基本情况 2025年6月25日，宝武镁业科技股份有限公司（以下简称"宝武镁业"或 "公司"）控股股东宝钢金属有限公司（以下简称"宝钢金属"）与梅小明先 生、朱岳海先生签署了《股份转让协议》，宝钢金属拟协议受让梅小明先生、 朱岳海先生合计持有的宝武镁业49,589,578股股份（占上市公司总股本5%）， 其中包含梅小明先生持有的40,795,963股无限售股份（占上市公司总股本 4.11%），朱岳海先生持有的8,793,615股无限售股份（占上市公司总股本 0.89%）。本次股份协议转让的价格为11.94元/股，股份转让总价款共计人民币 592,099,561.32 元 。 具 体 内 容 详 见 公 司 于 2025 年 6 月 26 日 在 巨 潮 资 讯 网 （www.cninfo.com.cn）上披露的《宝武镁业：关于公司股东协议转让部分股份 暨权益变动的 ...

Core Viewpoint - The trend of lightweight humanoid robots is becoming increasingly prominent, with a focus on raw materials and process design to address issues such as insufficient endurance, low flexibility, and poor heat dissipation [2][7]. Group 1: Lightweight Trend in Humanoid Robots - The lightweight trend is evident from the perspective of downstream manufacturers, with notable reductions in weight across various models, such as the 20 kg reduction in the UBTECH Walker C and the 10 kg reduction in Tesla's Optimus from Gen 1 to Gen 2 [13][21]. - Lightweight solutions can resolve critical issues for humanoid robots, including enhancing flexibility and extending battery life, as demonstrated by a 40% weight reduction leading to a 6-hour operational time for certain models [21][17]. Group 2: Material Replacement and Cost Efficiency - Magnesium alloy is highlighted for its superior weight reduction capabilities compared to aluminum, with current prices favoring magnesium, making it a cost-effective choice [3][35]. - The semi-solid process addresses the corrosion resistance of magnesium alloys, which is crucial for humanoid robot components that are lighter than automotive parts, thus lowering barriers to entry [3][35]. Group 3: High-Performance Engineering Plastics - The shift towards high-performance engineering plastics like PEEK, PPS, and PPA is opening new market opportunities, with PEEK being particularly suitable for high-value applications in humanoid robots [4][75]. - The market value ranking for these materials indicates that PEEK has the highest potential, followed by PPA and PPS, with the humanoid robot sector expected to generate a market space in the billions [4][75]. Group 4: Investment Recommendations - Key companies to watch include leading magnesium alloy die-casting firms such as Baowu Magnesium and Xingyuan Zhuomai, as well as humanoid robot lightweight joint component manufacturers like Xusheng Group [5][62]. - Attention should also be given to leading engineering plastic companies such as Zhaomin Technology, Water Co., and Zhongyan Co. [5][62].

Core Viewpoint - Lightweight materials are essential for addressing key pain points in the humanoid robot industry, including endurance, heat dissipation, component performance, and flexibility [1][2] Lightweight Material Applications - Lightweight materials such as magnesium alloys, PEEK, and PA nylon are expected to gain popularity due to their superior characteristics [1] - Recommended stocks for lightweight applications include: - Keda Li (002850.SZ) for lightweight applications - Recommended: Zhaomin Technology (301000.SZ), Hengbo Co., Ltd. (301225.SZ) - PEEK: Recommended stocks include Zhongyan Co., Ltd. (688716.SH), Xinhang New Materials (301076.SZ), Zhongxin Fluorine Materials (002915.SZ) - PA Nylon: Recommended stock is Nanshan Zhishang (300918.SZ) - Magnesium Alloy: Recommended stock is Xusheng Group (603305.SH), with a focus on Baowu Magnesium Industry (002182.SZ) [1] Market Insights on PEEK - PEEK is at the top of the engineering plastics pyramid, with excellent mechanical properties, high heat resistance, and corrosion resistance [3] - The price of PEEK is approximately 300,000 yuan/ton in 2024, with raw material fluoroketone costing around 120,000 yuan/ton [3] - The global and Chinese PEEK market is projected to reach 6.1 billion yuan and 1.9 billion yuan respectively in 2024, with expected growth rates (CAGR) of 11% and 13% by 2027 [3] Market Insights on Magnesium Alloys - Magnesium alloys are recognized for their high strength-to-weight ratio and good ductility, with established applications in automotive lightweighting [4] - As of May, magnesium prices are low, with a magnesium-aluminum price ratio of 0.87, allowing for cost reduction while achieving lightweighting [4] - The collaboration between Baowu Magnesium Industry and Estun has led to the development of a magnesium alloy industrial robot that reduces weight by 11% and energy consumption by 10% [4] Market Insights on PA Nylon - PA6 and PA66 are well-established engineering plastics with excellent impact resistance and flexibility, with a CAGR of less than 5% from 2018 to 2023 [4] - The market for PA6 is fragmented, while PA66 is more concentrated, with the top three companies holding a 75% market share [4] Humanoid Robot Lightweighting - In humanoid robots, the joint module accounts for approximately 40% of the weight, while structural components account for about 30% [5] - PEEK is the preferred choice for harmonic reducers, with leading manufacturers already holding patents [5] - Magnesium alloys are expected to be widely used in humanoid robots, particularly in joints and shells, due to their cost-effectiveness and performance [5] - The market potential for various materials in humanoid robots is estimated at 1 billion yuan for PPS, 2 billion yuan for modified PEEK, 300 million yuan for magnesium alloys, and 300 million yuan for modified nylon [5]

Group 1 - The core point of the article is that Baowu Metal plans to increase its stake in Baowu Magnesium Industry, acquiring 49.5896 million shares at a price of 11.94 yuan per share, totaling approximately 5.92 billion yuan, which will raise its ownership from 21.53% to 26.53% [1] - Baowu Magnesium Industry, formerly known as Yunhai Metal, has undergone significant ownership changes, with Baowu Metal becoming the controlling shareholder after a capital increase in August 2023 [2][3] - Baowu Metal aims to strengthen its control over Baowu Magnesium Industry, positioning it as a platform for light metal industry under China Baowu [3] Group 2 - Baowu Magnesium Industry has a leading global market share in magnesium and strontium products, with a production capacity of 100,000 tons of raw magnesium and 200,000 tons of magnesium alloy [3] - The company has significant mineral resources, including 88.6425 million tons of limestone reserves and 1.3197813 billion tons held by its subsidiaries [3] - However, the company's performance has been declining due to falling magnesium prices, with projected revenues of 7.652 billion yuan and 8.983 billion yuan for 2023 and 2024, respectively, reflecting a year-on-year decrease of 15.96% and an increase of 17.39% [4] - Net profits are expected to drop significantly, with 3.06 billion yuan and 1.6 billion yuan for 2023 and 2024, showing a decrease of 49.82% and 47.91% year-on-year [4] - The first quarter of 2023 saw revenues of 2.033 billion yuan, a year-on-year increase of 9.08%, but net profit decreased by 53.58% [4]

Core Viewpoint - The report outlines the financial advisory opinion of China International Capital Corporation regarding the equity change of Baowu Magnesium Industry Technology Co., Ltd, confirming compliance with relevant laws and regulations, and the accuracy of disclosed information [1][2][3]. Group 1: Financial Advisory and Compliance - The financial advisor, China International Capital Corporation, has been appointed by Baosteel Metal Co., Ltd to provide advisory services for the equity change [1]. - The advisory opinion is based on thorough investigation and adherence to industry standards, ensuring that the equity change complies with the Company Law, Securities Law, and relevant disclosure regulations [2][3]. - The financial advisor asserts that the disclosed information is true, accurate, and complete, with no misleading statements or significant omissions [2][3]. Group 2: Company Information - Baosteel Metal Co., Ltd is located at 3962 Yunchuan Road, Baoshan District, Shanghai, with a registered capital of 555,499,008.4 RMB [5][6]. - The controlling shareholder of Baosteel Metal is China Baowu Steel Group Corporation, with the actual controller being the State-owned Assets Supervision and Administration Commission of the State Council [6][7]. - The company engages in various activities including the sale of metal materials, import and export of goods, and technology services [5][6]. Group 3: Equity Change Details - Baosteel Metal plans to acquire 49,589,578 shares of Baowu Magnesium Industry, representing 5% of the total share capital [4][5]. - The acquisition includes shares held by Mei Xiaoming (40,795,963 shares, 4.11%) and Zhu Yuehai (8,793,615 shares) [4]. - The report confirms that the equity change has been disclosed in accordance with the Securities Law and relevant guidelines [5][6].

Summary of Key Points Core Viewpoint - The announcement details the transfer of shares in Baowu Magnesium Industry Co., Ltd., where Baosteel Metal Co., Ltd. will acquire a total of 49,589,578 shares from shareholders Mei Xiaoming and Zhu Yuehai, increasing its stake to 26.53% of the total share capital, while ensuring that the controlling shareholder and actual controller remain unchanged [1][2][13]. Group 1: Share Transfer Details - Baosteel Metal will acquire 49,589,578 shares, representing 5% of the total share capital, at a price of 11.94 yuan per share, totaling approximately 592.1 million yuan [2][5]. - Post-transfer, Baosteel Metal will hold 263,088,395 shares (26.53%), Mei Xiaoming will hold 122,387,890 shares (12.34%), and Zhu Yuehai will hold 323,188 shares (0.03%) [2][13]. Group 2: Impact on Company Control - The share transfer will not result in a change of the controlling shareholder or actual controller of the company, maintaining the current governance structure [1][12]. - Baosteel Metal's increased stake is expected to enhance its control over Baowu Magnesium, allowing for better integration and synergy within the light metal industry segment [13]. Group 3: Compliance and Regulatory Aspects - The share transfer is subject to compliance confirmation from the Shenzhen Stock Exchange and requires registration with the China Securities Depository and Clearing Corporation [1][12]. - The transaction adheres to relevant laws and regulations, ensuring that it does not violate any existing commitments by the parties involved [12][14].

Core Points - The report details the equity changes of Baowu Magnesium Technology Co., Ltd, indicating an increase in shares held by Baosteel Metal Co., Ltd [1][2] - The report is prepared in accordance with relevant Chinese laws and regulations, ensuring compliance and accuracy [2][3] - The equity change involves Baosteel Metal acquiring 49,589,578 shares, representing 5% of the total share capital of Baowu Magnesium [5] Group 1: Company Overview - Baowu Magnesium Technology Co., Ltd is listed on the Shenzhen Stock Exchange under the stock code 002182.SZ [1] - The information disclosure obligor is Baosteel Metal Co., Ltd, a wholly state-owned enterprise [6] - Baosteel Metal's registered capital is approximately 555.5 million RMB [6] Group 2: Shareholding Structure - As of the report date, Baosteel Metal is controlled by China Baowu Steel Group Co., Ltd, with the actual controller being the State-owned Assets Supervision and Administration Commission [6] - The report outlines the shareholding structure, indicating that Baosteel Metal directly holds shares in several core enterprises [6][7] Group 3: Regulatory Compliance - The equity change requires compliance confirmation from the Shenzhen Stock Exchange and registration with the China Securities Depository and Clearing Corporation [2] - The report emphasizes that the information disclosure obligor has obtained necessary authorizations and approvals for the equity change [2][3]

Core Viewpoint - Baowu Magnesium Industry (002182) is undergoing a significant share transfer, which will strengthen Baosteel Metal's control over the company and enhance its strategic positioning in the lightweight materials sector [1][3]. Group 1: Share Transfer Details - Baosteel Metal plans to acquire a total of 49.5896 million shares from Mei Xiaoming and Zhu Yuehai, representing 5% of the total share capital of Baowu Magnesium [1]. - The share transfer price is set at 11.94 yuan per share, totaling approximately 592 million yuan [1]. - Post-transfer, Baosteel Metal will hold 263 million shares, accounting for 26.53% of the total share capital, maintaining its status as the controlling shareholder [1]. Group 2: Company Overview and Business Segments - Baowu Magnesium Industry possesses comprehensive product research and manufacturing capabilities, leading the global market share in magnesium and strontium products [1]. - The company has developed a complete magnesium industry chain, including raw material mining, magnesium smelting, magnesium alloy processing, and recycling [1]. - The business is segmented into four main areas: magnesium materials, magnesium products, aluminum products, and mineral products [1]. Group 3: Product Development and Market Focus - The company operates six die-casting bases nationwide, equipped with over 200 die-casting units and nearly 1,000 processing centers [2]. - Key product areas include automotive components, electric bicycle parts, robotic components, and magnesium construction templates, with a focus on lightweight solutions [2]. - The demand for magnesium alloy components in the automotive sector is steadily increasing, prompting the company to enhance its deep processing capabilities [2]. Group 4: Strategic Goals and Future Outlook - Following the share transfer, Baowu Magnesium aims to leverage its position as a lightweight materials supplier and enhance its brand influence [3]. - The company is committed to expanding its business and optimizing its structure to improve overall value and sustainability [3]. - Future efforts will focus on technological innovation and strengthening core competitiveness in the lightweight magnesium alloy materials sector [2].

中国国际金融股份有限公司 关于宝武镁业科技股份有限公司 详式权益变动报告书 之 财务顾问核查意见 财务顾问：中国国际金融股份有限公司 北京市朝阳区建国门外大街 1 号国贸大厦 2 座 27 层及 28 层 二〇二五年六月 | 目 | 录 2 | | --- | --- | | 声 | 明 4 | | 释 | 义 6 | | 第一节 | 对《详式权益变动报告书》内容的核查 7 | | 第二节 | 对信息披露义务人基本情况的核查 8 | | | 一、对信息披露义务人基本情况的核查 8 | | | 二、对信息披露义务人的股权及其控制关系的核查 9 | | | 三、对信息披露义务人的主要业务及最近三年财务状况的核查 24 | | | 四、对信息披露义务人最近五年是否受过处罚、涉及的诉讼、仲裁事项及诚 | | | 信记录的核查 25 | | | 五、对信息披露义务人董事、监事和高级管理人员的基本情况的核查 26 | | | 六、对信息披露义务人及其控股股东、实际控制人在境内、境外其他上市公 | | | 司中拥有权益的股份达到或超过该公司已发行股份 5%的情况的核查 27 | | | 七、对信息披露义务人持股 5%以上的 ...

Core Viewpoint - Baowu Magnesium Industry announced that Baosteel Metal intends to acquire 5% of the company's shares through a share transfer agreement with Mei Xiaoming and Zhu Yuehai, totaling 49,589,578 shares at a price of 11.94 yuan per share, amounting to a total of 592 million yuan [1] Group 1 - Baosteel Metal will hold 26.53% of Baowu Magnesium Industry after the share transfer [1] - Mei Xiaoming will retain 12.34% of the shares, while Zhu Yuehai will hold 0.03% [1] - The equity change will not result in a change of the company's controlling shareholder or actual controller [1]