上海市广发律师事务所 关于爱普香料集团股份有限公司 电话：021-58358013 | 传真：021-58358012 网址：http://www.gffirm.com | 电子信箱：gf@gffirm.com 办公地址：上海市浦东新区南泉北路 429 号泰康大厦 26 楼 | 邮政编码：200120 上海市广发律师事务所 关于爱普香料集团股份有限公司 2025 年第一次临时股东大会的法律意见书 致：爱普香料集团股份有限公司 爱普香料集团股份有限公司（以下简称"公司"）2025 年第一次临时股东 大会于 2025 年 9 月 15 日在上海市静安区江场西路 277 号北上海大酒店 3F 宴会 厅召开。上海市广发律师事务所（以下简称"本所"）经公司聘请，委派沈寅炳 律师、李孟颖律师岀席现场会议。根据《中华人民共和国公司法》（以下简称"《公 司法》"）、《上市公司股东会规则》（以下简称"《股东会规则》"）等法律 法规、其他规范性文件以及《爱普香料集团股份有限公司章程》（以下简称"《公 司章程》"）的规定，就本次股东大会的召集和召开程序、召集人及出席会议人 员的资格、会议议案、表决方式和表决程序、表决结果和会议决议 ...

证券代码：603020 证券简称：爱普股份 公告编号：2025-038 爱普香料集团股份有限公司 关于第六届董事会职工代表董事选举结果的公告 截至本公告披露日，杨燕女士未持有公司股份，与公司的其他董事、高级管理 人员、实际控制人及持股 5%以上的股东不存在关联关系，不存在作为失信被执行 人的情形，不存在《公司法》等法律法规及《公司章程》规定的不得担任公司董事 的情形，未受过中国证监会和其他有关部门的处罚和证券交易所惩戒。 特此公告。 爱普香料集团股份有限公司董事会 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。 根据《中华人民共和国公司法》（以下简称：《公司法》）、《中华人民共和国工 会法》、《爱普香料集团股份有限公司章程》（以下简称：《公司章程》）的有关规定， 爱普香料集团股份有限公司（以下简称：公司）于 2025 年 9 月 15 日上午 10 时在 上海市嘉定区曹新公路 33 号公司会议室召开职工代表大会，经全体与会职工代表 认真审议，一致同意选举杨燕女士为公司第六届董事会职工代表董事（简历详见附 件）。 杨燕女士将与公 ...

爱普香料集团股份有限公司 2025 年第一次临时股东大会 会议资料 中国 上海 二Ｏ二五年九月 爱普香料集团股份有限公司 2025 年第一次临时股东大会会议资料 目 录 | 一、2025 | 年第一次临时股东大会会议须知 2 | | --- | --- | | 二、2025 | 年第一次临时股东大会会议议程 4 | | 三、2025 | 年第一次临时股东大会会议议案 7 | | 议案 | 1：《关于修订<公司章程>及其附件的议案》 7 | | 议案 | 2：《关于修订、制定需要提交公司股东大会审议的内部治理制度的议案》 8 | | | 2.01 修订《独立董事工作制度》 | | | 2.02 修订《防范控股股东、实际控制人及其他关联方占用公司资金管理制度》 | | | 2.03 修订《对外投资管理制度》 | | | 2.04 修订《对外担保管理制度》 | | | 2.05 修订《关联交易管理制度》 | | | 2.06 修订《募集资金管理制度》 | | | 2.07 修订《股东会网络投票实施细则》 | | | 2.08 修订《公司会计师事务所选聘制度》 | | | 2.09 制定《利润分配管理制度》 | | ...

Group 1 - The plant-based meat concept index rose by 1.67%, ranking 8th among concept sectors, with 18 stocks increasing in value [1][2] - Leading stocks in the plant-based meat sector included SuoBao Protein, LingGe Technology, and HaiXin Food, which rose by 7.15%, 6.71%, and 4.42% respectively [1][2] - The sector experienced a net inflow of 0.14 billion yuan, with nine stocks receiving net inflows, led by SuoBao Protein with a net inflow of 28.15 million yuan [2][3] Group 2 - The top net inflow ratios in the plant-based meat sector were SuoBao Protein at 8.52%, JiaHua Co. at 7.55%, and FuXiang Pharmaceutical at 7.10% [3][4] - The trading volume for SuoBao Protein was 16.09%, while other notable stocks included AnQi Yeast and FuXiang Pharmaceutical with trading volumes of 1.03% and 3.10% respectively [3][4] - Stocks that saw declines included GuoEn Co. and XueRong Biological, which fell by 3.09% and 0.83% respectively [1][4]

Market Performance - The chemical products sector increased by 0.37% on September 1, with *ST Jintai leading the gains [1] - The Shanghai Composite Index closed at 3875.53, up 0.46%, while the Shenzhen Component Index closed at 12828.95, up 1.05% [1] Top Gainers in Chemical Sector - *ST Quantai (300225) closed at 5.79, up 12.21% with a trading volume of 366,800 shares and a turnover of 204 million yuan [1] - Kangda New Materials (002669) closed at 15.46, up 10.04% with a trading volume of 305,700 shares [1] - Jianye Co. (603948) closed at 32.09, up 10.01% with a trading volume of 25,800 shares [1] - Dinglong Technology (603004) closed at 24.42, up 10.00% with a trading volume of 78,100 shares [1] - Zanyu Technology (002637) closed at 12.02, up 9.97% with a trading volume of 154,400 shares [1] Top Losers in Chemical Sector - Akole (603722) closed at 51.95, down 7.99% with a trading volume of 75,000 shares and a turnover of 392 million yuan [2] - Jiabiyou (688089) closed at 27.36, down 5.07% with a trading volume of 122,100 shares [2] - Andyshi (66ZOO9) closed at 10.07, down 4.82% with a trading volume of 271,400 shares [2] Capital Flow Analysis - The chemical products sector experienced a net outflow of 361 million yuan from institutional investors, while retail investors saw a net inflow of 243 million yuan [2][3] - Kangda New Materials (002669) had a net inflow of 1.21 billion yuan from institutional investors, but a net outflow of 55.12 million yuan from retail investors [3] - Zanyu Technology (002637) had a net inflow of 61.87 million yuan from institutional investors, with a net outflow of 32.00 million yuan from retail investors [3]

Group 1 - The market focus stocks include Tianpu Co., which reached a limit-up on the auction, and Dechuang Environmental, also hitting a limit-up, indicating strong investor interest in environmental stocks [1] - The optical communication sector saw strong performance with Changfei Fiber rising by 1.37% and a notable increase in the chip industry chain with Jianye Co. hitting a limit-up and Dongni Electronics opening up by 2.36% [1] - Yunnan Energy Investment, involved in mergers and acquisitions, opened up by 1.00%, while Zhaoxin Co. exceeded performance expectations with a 0.93% increase, and Aipu Co. remained flat [1] Group 2 - The rare earth permanent magnet sector showed positive movement with China Rare Earth opening up by 1.15%, reflecting ongoing interest in this industry [1] - The satellite internet concept stock Sanwei Communication opened up by 3.06%, indicating a growing interest in satellite technology [1] - The beauty and personal care sector, represented by Jiaheng Jiahua, opened slightly up by 0.03%, showing stability in this market segment [1]

Group 1 - The company, Aipu Fragrance Group Co., Ltd., will hold its first extraordinary general meeting of shareholders in 2025 on September 15, 2025 [1][3] - The voting for the meeting will be conducted through both on-site and online methods, with specific time slots for each [3][4] - The agenda includes proposals for revising internal governance systems and authorizing business registration changes [2][5] Group 2 - Shareholders must register to attend the meeting between September 10 and September 11, 2025, and can delegate representatives to vote on their behalf [5][6] - The meeting will take place at the North Shanghai Hotel, located at 277 Jiangchang West Road, Jing'an District, Shanghai [3][6] - The company has outlined specific voting procedures for shareholders holding multiple accounts to ensure proper representation [4][8]

Group 1 - The board of directors of Aipu Fragrance Group Co., Ltd. held its 23rd meeting on August 15, 2025, with 9 directors invited, 6 attending in person, and 3 attending via communication methods [1] - The meeting was legally convened and complied with relevant laws and regulations, including the Company Law and Securities Law of the People's Republic of China [1][2] - The board approved the 2025 semi-annual report and its summary, confirming that the content and format met the requirements of the China Securities Regulatory Commission and the Shanghai Stock Exchange [2] Group 2 - The company has complied with regulations regarding the management and use of raised funds, with all 9 votes in favor of the proposal [3] - The board proposed to cancel the supervisory board and allow the audit committee to exercise the supervisory board's powers, which will require amendments to the company's articles of association [3][4] - The board's proposal to revise internal governance systems was approved, with all 9 votes in favor [4][6] Group 3 - The board of directors is preparing for a new election as the current term is ending, with independent director candidates nominated and approved by the nomination committee [7][8] - The independent director candidates include Zhang Xiaotang, Wang Xichang, and Wang Zhong, all of whom have been vetted and approved by the Shanghai Stock Exchange [7][12] - Non-independent director candidates include Wei Zhonghao, Ge Wenbin, Huang Jian, Wang Qiuyun, and Meng Xianle, who will also be submitted for shareholder approval [8][14] Group 4 - The board plans to hold the 2025 first extraordinary general meeting on September 15, 2025, to discuss the proposed changes and elections [9][10] - The board seeks authorization from the shareholders to handle necessary business registration changes related to the cancellation of the supervisory board and the election of new board members [9][10]

Meeting Overview - The 17th meeting of the fifth Supervisory Board of Aipu Flavor Group Co., Ltd. was held on August 27, 2025, in Shanghai, with all three supervisors present [1] - The meeting was convened in accordance with the Company Law and relevant regulations, ensuring its legality and validity [1] Supervisory Board Resolutions - The Supervisory Board reviewed and approved the 2025 Half-Year Report and its summary, confirming compliance with legal and internal regulations [2] - The content and format of the 2025 Half-Year Report were found to meet the requirements of the China Securities Regulatory Commission and the Shanghai Stock Exchange, accurately reflecting the company's financial status and operational results [2] - No violations of confidentiality were found among the personnel involved in the preparation and review of the report [2] - The Supervisory Board members guaranteed the truthfulness and completeness of the disclosed information in the report, assuming legal responsibility for its accuracy [2] Fund Management - The management and use of raised funds were reported to comply with the Shanghai Stock Exchange's self-regulatory guidelines, with no violations identified [3] - The resolution regarding the management of raised funds was also approved unanimously by the Supervisory Board [3] Governance Structure Changes - To enhance corporate governance, the company plans to abolish the Supervisory Board, transferring its powers to the Audit Committee of the Board of Directors, and will amend the Articles of Association accordingly [3] - This resolution was passed with unanimous support from the Supervisory Board [3] Disclosure - Detailed reports regarding the 2025 Half-Year Report and the management of raised funds are available on the Shanghai Stock Exchange website and in relevant financial newspapers [4]

Core Viewpoint - Aipu Co., Ltd. (603020) experienced a trading surge with a daily limit increase, achieving a turnover rate of 10.51% and a transaction volume of 424 million yuan, indicating strong market interest [2] Trading Activity - The stock was listed on the Shanghai Stock Exchange due to a daily price deviation of 9.65%, with a net buying amount of 12.2 million yuan from brokerage seats [2] - The top five brokerage seats accounted for a total transaction volume of 125 million yuan, with a buying amount of 68.82 million yuan and a selling amount of 56.62 million yuan, resulting in a net buying of 12.2 million yuan [2] - The largest buying brokerage was Kaiyuan Securities Co., Ltd. at 21.51 million yuan, while the largest selling brokerage was Caitong Securities Co., Ltd. at 19.12 million yuan [2] Fund Flow - The stock saw a net inflow of 32.6 million yuan from major funds, with a significant inflow of 51.85 million yuan from large orders, while large orders experienced a net outflow of 19.25 million yuan [2] - Over the past five days, the net inflow of major funds reached 106 million yuan [2] Financial Performance - According to the semi-annual report released on August 28, the company achieved a revenue of 1.236 billion yuan in the first half of the year, a year-on-year decrease of 14.87%, while net profit was 83.10 million yuan, reflecting a year-on-year increase of 33.85% [2]