浙江海亮股份有限公司章程 （2025 年 11 月修订） 二 O 二五年十一月 1 / 44 第一章 总 则 第一条 为维护公司、股东、职工和债权人的合法权益，规范公司的组织和 行为，根据《中华人民共和国公司法》（以下简称"《公司法》"）、《中华人 民共和国证券法》（以下简称"《证券法》"）和其他有关规定，制定本章程。 第二条 浙江海亮股份有限公司系依照《公司法》和其他有关规定成立的股 份有限公司（以下简称"公司"）。公司经浙江省人民政府以浙上市[2001]77 号 《关于同意变更设立浙江海亮股份有限公司的批复》批准依法变更设立；在浙江 省工商行政管理局注册登记，取得营业执照，营业执照号企股浙总字第 002325 号。 公司实行自主经营、自负盈亏、独立核算、依法纳税。 第三条 公司于 2007 年 12 月 18 日经中国证券监督管理委员会（以下简称"中 国证监会"）核准，首次向社会公众发行人民币普通股 5500 万股，于 2008 年 1 月 16 日在深圳证券交易所上市。 第四条 公司注册名称： 中文名称：浙江海亮股份有限公司 英文名称：ZHE JIANG HAI LIANG CO.,LTD 第五条 公司 ...

浙江海亮股份有限公司 环境、社会及公司治理（ESG）管理制度 第一章 总 则 第一条 为使环境、社会及治理的理念融合在浙江海亮股份有限公司（以 下简称"公司"或者"本公司"）的管理方针、策略、业务计划和政策中，积极 履行企业社会责任，公司现建立环境、社会及公司治理（"ESG"）管理制度， 管理范围覆盖公司及下属子公司各层级，主要分为决策层、组织层及执行层。 第二章 ESG 管理架构的组成及职责 第二条 董事会为本公司关于 ESG 的最高决策层级。负责 ESG 决策工作, 对 ESG 工作中重大议题、工作目标、信息披露、对外报告等进行讨论、评估、审 批，并对其有效性负责。有关董事会的职责如下： 第三条 公司运营管理中心负责人为本公司 ESG 工作小组组长，负责组织 管理工作。本公司 ESG 工作小组成员由各职能部门（一级部门）、承担生产职能 的分、子公司指定的 ESG 工作对接人组成，ESG 工作小组办公室设在公司运营 管理中心，ESG 工作小组为 ESG 管理架构的第二层，其职责如下： （一）工作小组定期与董事会就本公司的 ESG 事宜进行开会讨论或向董事会 汇报； 1 (一) 审议批准 ESG 及气候相关议 ...

Core Viewpoint - The report indicates a mixed outlook for the metals industry, with price fluctuations influenced by macroeconomic factors, supply disruptions, and changing monetary policies, particularly regarding interest rates [2][4][6]. Group 1: Lithium Prices - In the first three quarters of 2025, the average price of domestic battery-grade lithium carbonate (99.5% purity) and lithium hydroxide (56.5% purity) was 71,339.89 CNY/ton and 67,844.81 CNY/ton, respectively, representing year-on-year declines of 25.17% and 21.47% compared to the same period in 2024 [1][5]. - The price decline for lithium products has slowed in the first half of 2025, with a rebound observed in the third quarter, suggesting a potential turning point [5]. Group 2: Precious Metals - Precious metal prices have been supported by expectations of interest rate cuts, with gold prices experiencing a significant upward trend in the third quarter of 2025 [3][6]. - The overall labor market remains balanced despite a decline in non-farm employment, indicating potential economic weakness and rising inflation concerns, which further support precious metal prices [3]. Group 3: Industrial Metals - The third quarter of 2025 saw increased expectations for interest rate cuts, which provided support for industrial metal prices, particularly copper, amid supply disruptions from incidents like the Grasberg copper mine accident in Indonesia [4][6]. - The average price of LME copper in the first three quarters was 9,561.07 USD/ton, up 4.71% from 9,131.16 USD/ton in the same period of 2024, while LME aluminum prices rose by 8.44% [4]. Group 4: Energy Metals - The energy metals sector appears to have reached a bottom, with signs of a potential rebound following price declines in the first half of 2025 [5]. - The average price of cobalt in the first three quarters was 226,241.76 CNY/ton, reflecting a year-on-year increase of 6.78%, driven by a significant rebound in September [5]. Group 5: Investment Recommendations - The report suggests that despite uncertainties regarding interest rate cuts in December, the medium-term outlook for macroeconomic easing is strong, which will support non-ferrous metal prices [6]. - Companies to watch include Zijin Mining, Zhongjin Gold, Shandong Gold, Luoyang Molybdenum, Western Mining, Tongling Nonferrous Metals, Hailiang Co., Cangge Mining, Ganfeng Lithium, and Huayou Cobalt [6].

Group 1 - Hailiang Co., Ltd. experienced a stock price increase of 5.3%, reaching 12.12 CNY per share, with a trading volume of 367 million CNY and a turnover rate of 1.39%, resulting in a total market capitalization of 27.776 billion CNY [1] - The company, established on October 29, 2001, and listed on January 16, 2008, is located in Hangzhou, Zhejiang Province, and specializes in the research, production, and sales of copper pipes, copper rods, copper fittings, copper-aluminum composite conductors, and aluminum profiles [1] - The main revenue composition of Hailiang includes copper pipes (61.25%), raw materials (23.03%), copper rods (7.25%), copper foils (4.51%), copper bars (3.59%), and others (0.37%) [1] Group 2 - According to data from the top ten holdings of funds, one fund under Jiao Yin Schroder has a significant position in Hailiang Co., Ltd. The Jiao Yin Hui Xuan Rui Xin One-Year Holding Period Mixed Fund (FOF) A (015326) held 477,800 shares, accounting for 1.49% of the fund's net value, making it the second-largest holding [2] - The Jiao Yin Hui Xuan Rui Xin One-Year Holding Period Mixed Fund (FOF) A (015326) was established on July 27, 2022, with a current scale of 286 million CNY. Year-to-date returns are 18.11%, ranking 189 out of 342 in its category; the one-year return is 17.6%, ranking 175 out of 330; and since inception, the return is 3.16% [2]

Market Overview - On November 20, the industrial metals sector declined by 0.52% compared to the previous trading day, with Xinweiling leading the decline [1] - The Shanghai Composite Index closed at 3931.05, down 0.4%, while the Shenzhen Component Index closed at 12980.82, down 0.76% [1] Stock Performance - Notable gainers in the industrial metals sector included: - Guocheng Mining (Code: 000688) with a closing price of 29.65, up 4.99% and a trading volume of 610,600 shares, totaling 1.823 billion yuan [1] - Asia-Pacific Technology (Code: 002540) with a closing price of 7.15, up 3.03% and a trading volume of 307,700 shares, totaling 220 million yuan [1] - Major decliners included: - Xinweiling (Code: 920634) with a closing price of 24.91, down 3.67% and a trading volume of 12,900 shares, totaling 33.008 million yuan [2] - Chang Aluminum (Code: 002160) with a closing price of 5.41, down 3.22% and a trading volume of 751,900 shares, totaling 413 million yuan [2] Capital Flow - The industrial metals sector experienced a net outflow of 1.961 billion yuan from institutional investors, while retail investors saw a net inflow of 1.359 billion yuan [2] - Key stocks with significant capital flow included: - Huayu Mining (Code: 601020) with a net inflow of 97.347 million yuan from institutional investors [3] - Xizang Zhuofeng (Code: 600338) with a net inflow of 94.423 million yuan from institutional investors [3]

Core Viewpoint - The demand for copper tubes primarily comes from the refrigeration industry, with air conditioning being the main driver. The production scale of air conditioning products has expanded significantly, but market growth is slowing down due to economic conditions and changing consumer demands, leading to a saturation of the market. Consequently, the production of air conditioning copper tubes has not seen significant increases, with a projected production of 1.888 million tons in China by 2024, reflecting a year-on-year increase of 5.4% [1][7][8]. Industry Overview - Air conditioning copper tubes are essential components that connect indoor and outdoor units, primarily used for refrigerant transmission. They can be categorized into ordinary and degreased copper tubes based on usage and manufacturing processes, and further classified into oxygen-free copper, oxygen-containing copper, and special copper based on materials [3][4]. Industry Chain - The industry chain for air conditioning copper tubes consists of three segments: upstream (copper materials and production equipment), midstream (production and manufacturing of copper tubes), and downstream (application fields including residential, commercial, and industrial air conditioning) [4]. Production Trends - China's copper material production has shown an upward trend, increasing from 20.172 million tons in 2019 to a projected 23.503 million tons in 2024. In the first nine months of 2025, the production reached 18.575 million tons, marking a year-on-year increase of 9.6%. This growth provides ample raw materials for the air conditioning copper tube industry [5]. Current Market Situation - The air conditioning market has experienced fluctuations, with production declining in 2021 due to insufficient downstream consumption and rising upstream copper prices. However, production has gradually recovered, maintaining a slight growth trend, with a total production of 1.888 million tons expected in 2024, up 5.4% year-on-year [1][7]. Competitive Landscape - The competitive landscape of the air conditioning copper tube industry is characterized by leading companies leveraging scale, technology, and supply chain advantages to capture significant market shares. Smaller companies face challenges due to funding and technology limitations, often focusing on niche markets and regional segments [8][9]. Key Companies - Notable companies in the air conditioning copper tube industry include: - Jintian Copper Group Co., Ltd. - Zhejiang Hailiang Co., Ltd. - Guangdong Precision Metal Co., Ltd. - Zhongse Aobote Copper-Aluminum Industry Co., Ltd. - Ningbo Jintian Copper Industry (Group) Co., Ltd. - Jiangsu Jiangrun Copper Industry Co., Ltd. - Anhui Xingshengda Refrigeration Copper Tube Manufacturing Co., Ltd. - Qingdao Hongtai Copper Industry Co., Ltd. [2][10][11]. Future Development Trends - The future of the air conditioning copper tube industry is expected to focus on high-end copper tubes, driven by national energy efficiency standards that enhance the performance of air conditioning equipment. Companies will increase R&D investments to improve production processes and technology. Additionally, the industry will prioritize green and sustainable development, implementing low-carbon processes and automation to enhance production efficiency and reduce costs [12].

Core Points - The company held its third extraordinary general meeting of shareholders on November 17, 2025, with a combination of on-site voting and online voting [3][4][6] - The meeting was attended by 234 shareholders and representatives, holding a total of 909,872,039 shares, which accounted for 41.1498% of the total voting shares [8][9] - The meeting passed two key resolutions: the approval of the estimated daily related party transactions for 2025 and the revision of certain management systems [10][12] Meeting Details - The meeting was convened by the company's board of directors and presided over by Chairman Feng Luming [7][8] - The on-site meeting took place at the company's research building in Hangzhou, Zhejiang Province [5] - Voting was conducted from 9:15 AM to 3:00 PM on the same day, with specific time slots allocated for different voting methods [4] Voting Results - The resolution on daily related party transactions was approved with 99.9410% of the votes in favor, while the resolution to revise management systems received 97.1436% approval [11][12] - Among minority investors, 99.5171% supported the related party transactions resolution, while 87.4653% opposed the management systems revision [11][12] Legal Compliance - The meeting's procedures and voting results were confirmed to be in compliance with the Company Law and the company's articles of association by the attending lawyers [13][14]

Core Points - On November 17, Westlake University announced a donation agreement signed by Feng Luming, Chairman and President of Hailiang Co., Ltd., on November 5, in the name of Zhejiang Hailiang Co., Ltd. [2] - This donation follows a previous contribution made by Hailiang Group to Westlake University in December 2020, aimed at supporting teaching, research, and discipline construction [2] - The signing ceremony also included a strategic cooperation agreement to establish the "Advanced Metal Materials and Manufacturing Joint Laboratory," focusing on cutting-edge areas such as liquid metal processes and copper-based material heat dissipation structures [2][3] Company and Industry Summary - Feng Luming emphasized that the signing marks the beginning of cooperation and the continuation of friendship, highlighting a shared vision and deep trust between both parties [2] - The joint laboratory will leverage the research capabilities of Assistant Professor Tang Jianbo's team at Westlake University, addressing key technological issues in the industry and exploring innovative paradigms for industry-academia integration [2][3] - Tang Jianbo, who has a strong academic background and experience in liquid metal materials science, will lead research on both fundamental scientific questions and the development of functional metal devices for various applications [3] - Hailiang Co., Ltd. aims to provide long-term support for the laboratory's operations, establishing a solid foundation for its development and fostering significant innovative outcomes through strategic collaboration and resource complementarity [3]

Core Points - Hailiang Group's Chairman Feng Luming signed a donation agreement with Westlake University on November 5, marking a continuation of their partnership [1] - The donation aims to support teaching, research, and discipline construction at Westlake University, similar to a previous donation made by Hailiang Group in December 2020 [1] - A strategic cooperation agreement was also signed, establishing the "Advanced Metal Materials and Manufacturing Joint Laboratory" to focus on cutting-edge research in liquid metal processes and copper-based materials [1][2] Group 1 - The donation is seen as a milestone in deepening cooperation between Hailiang Group and Westlake University, emphasizing shared visions and trust [1] - Hailiang Group will provide long-term support for the laboratory's operations, aiming to foster significant innovative outcomes through strategic collaboration and resource sharing [2] - The laboratory will leverage the research capabilities of Assistant Professor Tang Jianbo's team, focusing on both fundamental scientific questions and practical applications in various fields [2] Group 2 - Westlake University has received support from over 30,000 donors since its establishment, including contributions from listed companies in the A-share market [3] - Notable donations include a RMB 100 million contribution from Muyuan Foods in October and other donations from companies like Zhonghe Technology and Qisheng Technology [3]

Core Viewpoint - Hai Liang Co., Ltd. has signed a strategic cooperation agreement with Westlake University to establish the "Advanced Metal Materials and Manufacturing Joint Laboratory," marking a significant step in the integration of industry, academia, and research [1][3]. Group 1: Strategic Partnership - The partnership aims to enhance collaboration between Hai Liang Co., Ltd. and Westlake University, focusing on advanced metal materials and manufacturing [1]. - The unveiling of the joint laboratory was witnessed by key leaders, including Westlake University's President Shi Yigong and Hai Liang's Chairman and President Feng Luming [1]. Group 2: Research Focus - The laboratory will concentrate on cutting-edge areas such as liquid metal technology and copper-based thermal management structures, addressing the thermal management needs of high-growth applications like AI computing chips, data centers, robotics, and new energy vehicles [3]. - The research efforts will be led by Dr. Tang Jianbo's team from Westlake University's School of Engineering, who has previously established a new metal and manufacturing laboratory focusing on liquid metal materials science [3].