证券代码：002540 证券简称：亚太科技 公告编号：2025-063 债券代码：127082 债券简称：亚科转债 江苏亚太轻合金科技股份有限公司 关于控股股东部分股份解除质押的公告 本公司及董事会全体成员保证信息披露内容的真实、准确和完整，没有虚 假记载、误导性陈述或重大遗漏。 江苏亚太轻合金科技股份有限公司（以下简称"公司"）于近日接到公司控股 股东周福海先生的函告，获悉周福海先生所持有的公司部分股份解除质押。具体 情况如下： 注：上述解除质押已于 2025 年 8 月 19 日在中国证券登记结算有限责任公司深圳分公司 办理了相关登记手续。 二、股东股份累计质押的基本情况 截至本公告披露日，上述股东及其一致行动人所持质押股份情况如下： | | | | | | | 已质押股份 | | 未质押股份 | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | | | 累计质 | | | 情况 | | 情况 | | | 股东名 | 持股数 | 持股比 | 押股份 | 占其所 | 占公司 | 已质押 | | 未质押 | | | 称 | ...

Group 1 - The core viewpoint of the article highlights the growth potential of the aluminum alloy industry in China, with significant production increases projected for the coming years [1][3] - According to data from the National Bureau of Statistics, China's aluminum alloy production is expected to reach 1.67 million tons by June 2025, representing a year-on-year growth of 18.8% [1] - In the first half of 2025, the cumulative production of aluminum alloys in China is reported to be 9.097 million tons, reflecting a cumulative growth of 14.6% [1] Group 2 - The article lists several publicly listed companies in the aluminum industry, including China Aluminum (601600), Nanshan Aluminum (600219), and others, indicating a diverse market landscape [1] - The report referenced is the "2025-2031 China Aluminum Alloy Industry Market Operation Pattern and Prospect Strategic Analysis Report" published by Zhiyan Consulting, which provides insights into market trends and forecasts [1][3] - Zhiyan Consulting is recognized as a leading industry consulting firm in China, specializing in in-depth industry research and providing comprehensive solutions for investment decisions [3]

Meeting Information - The company will hold its second extraordinary general meeting of shareholders in 2025 on September 2, 2025 [1] - The meeting will be conducted in a combination of on-site and online voting methods [1][2] - The registration date for shareholders is set for August 26, 2025 [2] Voting Procedures - Shareholders can vote through the Shenzhen Stock Exchange trading system or the internet voting system [4] - Each voting right can only be exercised through one of the voting methods: on-site, trading system, or internet system [2][3] - The voting results will be based on the first valid vote in case of duplicate voting [2] Agenda Items - The meeting will review several proposals, including the allowance for independent directors' remuneration and the election of the seventh board of directors [2][3] - Proposals will be categorized into non-cumulative and cumulative voting proposals, with specific voting requirements for each [3][6] - The election of independent directors requires a special resolution, needing more than two-thirds of the voting rights present [3] Registration and Contact Information - Registration for the meeting will take place on August 29, 2025, at the company's securities investment department [3] - Contact details for inquiries include a phone number and fax for the securities investment department [3]

General Provisions - The purpose of the audit committee is to enhance the decision-making function of the board of directors, ensure effective supervision of the management, and improve the corporate governance structure [1][2] - The audit committee is established as a specialized working body of the board of directors, responsible for financial information disclosure, supervision and evaluation of internal and external audits, and internal controls [1][2] Composition of the Committee - The audit committee consists of three directors, with a majority being independent directors, and at least one member must be a professional in accounting [2] - The committee members must possess the necessary professional knowledge and experience to fulfill their responsibilities [2] - The chairman of the audit committee is an independent director with a financial accounting background [2] Responsibilities and Authority - The main responsibilities of the audit committee include reviewing financial reports, supervising external and internal audits, and ensuring the integrity of financial information [3][4] - The committee is responsible for proposing the hiring or replacement of external auditors and evaluating their performance [4][5] - The audit committee must ensure that financial reports are accurate and complete, and it has the authority to request corrections before submission to the board [4][6] Decision-Making Procedures - The audit committee is required to prepare for meetings by providing relevant financial reports and audit evaluations [8][10] - Meetings must be held at least quarterly, and decisions require the presence of two-thirds of the members [10][11] - The committee can invite company directors and senior management to attend meetings when necessary [11] Reporting and Disclosure - The audit committee must report its annual performance and any significant issues to the board of directors [8][12] - If the committee identifies any violations of laws or regulations by directors or senior management, it must report these to the board or shareholders [7][12]

Core Points - The company is established as a joint-stock limited company in accordance with the Company Law and other relevant regulations, with its registered name being Jiangsu Asia-Pacific Light Alloy Technology Co., Ltd. [1][2] - The registered capital of the company is RMB 1,247,947,988.8 [2] - The company was approved by the China Securities Regulatory Commission for its initial public offering of 40 million shares, which were listed on the Shenzhen Stock Exchange on January 18, 2011 [1][2] Company Structure and Governance - The chairman represents the company in executing its affairs and serves as the legal representative [2] - The company is permanently established as a joint-stock limited company, and shareholders are liable only to the extent of their subscribed shares [2][3] - The company has established a Communist Party organization to conduct activities in accordance with the Party's regulations [3] Business Objectives and Scope - The company's business objective is to manage and operate its assets professionally, adhering to the principles of honesty and diligence to create satisfactory returns for all shareholders [3] - The business scope includes the development, consultation, transfer, and sale of non-ferrous metal composite materials, copper-aluminum alloy materials, heat exchangers, precision molds, and automotive parts, among others [3][4] Share Issuance and Capital Management - The company's shares are issued in the form of stocks, with all shares being ordinary shares totaling 1,247,947,988.8 shares [5][21] - The company can increase its capital through various methods, including issuing shares to unspecified objects and converting reserves into capital [6][7] - The company is prohibited from repurchasing its own shares, except under specific circumstances outlined in the regulations [8][21] Shareholder Rights and Responsibilities - Shareholders have the right to receive dividends and participate in decision-making processes, including voting on significant corporate matters [11][13] - The company must maintain a shareholder register based on the records provided by the securities registration agency [11] - Shareholders are obligated to comply with laws and regulations, and they cannot abuse their rights to harm the interests of the company or other shareholders [16][17] Shareholder Meetings - The company holds annual and temporary shareholder meetings, with the annual meeting required to be held within six months after the end of the previous fiscal year [48] - The notice for shareholder meetings must include details such as the time, location, and agenda, ensuring all shareholders are informed [61][62] - Decisions made at shareholder meetings require a majority or supermajority vote, depending on the nature of the resolution [80][81]

Core Viewpoint - The document outlines the working rules of the Nomination Committee of Jiangsu Asia-Pacific Light Alloy Technology Co., Ltd, focusing on the selection and nomination process for directors and senior management personnel. Group 1: General Provisions - The Nomination Committee is established to regulate the selection of directors and senior management, optimize the board composition, and improve corporate governance structure [2][3]. - The committee operates under relevant laws and the company's articles of association [2]. Group 2: Composition of the Committee - The committee consists of three directors, with a majority being independent directors [4]. - The chairman of the committee is an independent director, responsible for leading the committee's work [5]. Group 3: Responsibilities and Authority - The committee is responsible for researching and proposing selection criteria and procedures for directors and senior management, including nominations and dismissals [7]. - The committee's proposals must be submitted to the board for review, and the board must document any reasons for not adopting the committee's recommendations [5]. Group 4: Decision-Making Procedures - The committee must actively communicate with relevant departments to assess the needs for new directors and senior management [7]. - A thorough selection process is outlined, including the collection of candidates' qualifications and obtaining their consent before nomination [7]. Group 5: Meeting Rules - Meetings require at least two-thirds of the members to be present, and decisions must be approved by a majority [8]. - The committee can invite company directors and senior management to attend meetings if necessary [8]. Group 6: Confidentiality and Miscellaneous - Members have confidentiality obligations regarding meeting discussions and must not disclose information without authorization [9]. - The rules will be executed in accordance with applicable laws and the company's articles of association [11].

Core Points - The document outlines the establishment and operational guidelines for the Compensation and Assessment Committee of Jiangsu Asia-Pacific Light Alloy Technology Co., Ltd. [1] - The committee is responsible for formulating assessment standards and compensation policies for directors and senior management, ensuring compliance with relevant laws and regulations [2][4] Group 1: General Provisions - The committee is established to enhance the governance structure of the company and is based on various legal frameworks including the Company Law of the People's Republic of China [2] - The committee is accountable to the board of directors and is tasked with developing assessment standards and compensation mechanisms for directors and senior management [2][4] Group 2: Composition of the Committee - The committee consists of three directors, with a majority being independent directors [3] - The chairman of the committee is an independent director and is responsible for leading the committee's activities [3] Group 3: Responsibilities and Authority - The committee is responsible for researching and formulating assessment standards, reviewing compensation policies, and making recommendations to the board regarding compensation matters [4] - The committee must ensure that any proposed compensation plans do not harm the interests of the company and its shareholders [4][10] Group 4: Decision-Making Procedures - The committee is required to prepare for decision-making by providing relevant financial and operational data [5][12] - The assessment process for directors and senior management includes self-evaluation and performance reviews based on established criteria [5][13] Group 5: Meeting Rules - The committee must hold at least one meeting annually, with a quorum of two-thirds of its members required for decisions [7][14] - Meetings can include external advisors for professional opinions, with costs covered by the company [7][18] Group 6: Confidentiality and Compliance - Members of the committee are bound by confidentiality regarding meeting discussions and decisions [8][23] - The document stipulates that any unresolved matters will be governed by applicable laws and the company's articles of association [8][24]

Group 1 - The company establishes a Strategic and Sustainable Development Committee to enhance core competitiveness and improve decision-making processes for major investments and sustainable development planning [2][3] - The committee is composed of five directors, including at least one independent director, and is chaired by the company's chairman [5][6] - The committee's main responsibilities include researching long-term development strategies, major investment decisions, and sustainability-related matters, and submitting proposals to the board for approval [6][8] Group 2 - The decision-making process involves the submission of reports on major investment and capital operations by relevant departments or subsidiaries, which the committee reviews before presenting to the board [8] - The committee is required to hold at least one meeting annually, with a quorum of two-thirds of its members present for decisions to be valid [10][11] - The committee may invite company directors and senior management to meetings and can hire external consultants for professional advice as needed [11]

Core Points - The document outlines the rules for the shareholders' meeting of Jiangsu Asia-Pacific Light Alloy Technology Co., Ltd, ensuring compliance with relevant laws and regulations [2][3][4] Group 1: General Provisions - The rules are established to regulate the company's behavior and ensure shareholders can exercise their rights according to the Company Law and other relevant regulations [2][3] - The shareholders' meeting is categorized into annual and temporary meetings, with specific timelines for their convening [3][4] Group 2: Convening the Shareholders' Meeting - The board of directors is responsible for convening the shareholders' meeting within the stipulated timeframe [4][5] - Independent directors can propose a temporary shareholders' meeting, and the board must respond within ten days [4][5][6] Group 3: Proposals and Notifications - Shareholders holding more than 1% of shares can submit proposals ten days before the meeting [7][8] - Notifications for annual meetings must be sent twenty days in advance, while temporary meetings require fifteen days' notice [8][9] Group 4: Conducting the Shareholders' Meeting - The meeting must be held at the company's registered location, and shareholders can attend in person or via proxy [10][11] - The meeting must maintain order, and any disruptions should be reported to the relevant authorities [10][11] Group 5: Voting and Resolutions - Each share carries one voting right, and shareholders must declare their voting intentions [12][13] - The results of the voting must be announced immediately, and the resolutions should be disclosed promptly [14][15] Group 6: Record Keeping and Compliance - Meeting records must include details such as time, location, attendees, and voting results, and should be preserved for at least ten years [16][17] - Any disputes regarding the legality of the meeting or resolutions can be taken to court, but the resolutions must be executed until a court ruling is made [18][19]

General Principles - The independent director system aims to standardize the behavior of independent directors, improve corporate governance structure, and protect the legitimate rights and interests of all shareholders, especially minority shareholders [2][3] - Independent directors are defined as directors who do not hold any other positions in the company and have no direct or indirect interests that may hinder their independent judgment [3][4] Appointment and Qualifications - The company will appoint two independent directors, including at least one accounting professional [4] - Independent directors must meet specific qualifications, including having no significant bad credit records and relevant work experience [5][8] Independence Requirements - Certain individuals are prohibited from serving as independent directors, including those with significant relationships with the company or its major shareholders [5][6] - Independent directors must conduct annual self-assessments of their independence and submit the results to the board [6] Nomination and Election Process - The board or shareholders holding more than 1% of the company's shares can propose candidates for independent directors [10][11] - The election of independent directors must follow a cumulative voting system, ensuring that minority shareholders' votes are counted separately [16][17] Responsibilities and Duties - Independent directors are responsible for participating in board decisions, supervising potential conflicts of interest, and providing professional advice to enhance decision-making [22][23] - They must attend a minimum of 15 days of on-site work annually and actively engage with management and shareholders [11][12] Reporting and Documentation - Independent directors are required to submit annual reports detailing their attendance, participation in committees, and communication with shareholders [18][19] - The company must maintain records of independent directors' activities for at least ten years [20][21] Support and Compensation - The company is obligated to provide necessary working conditions and support for independent directors to fulfill their duties [37][39] - Independent directors are entitled to compensation that reflects their responsibilities, and the company may establish a liability insurance system for them [43][44]