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]

General Principles - The purpose of the rules is to protect the rights of Jiangsu Asia-Pacific Light Alloy Technology Co., Ltd. and its shareholders, standardize the behavior of directors, clarify the methods and procedures of board meetings, and ensure efficient and orderly decision-making [1][3] - The board of directors is the decision-making body for the company's management, aiming to maximize the interests of the company and all shareholders, with directors not representing any individual shareholder's interests [4] Board Powers - The board has the authority to convene shareholder meetings, report work to shareholders, execute shareholder resolutions, and decide on the company's operational plans and investment proposals [6] - The board is responsible for formulating profit distribution plans, managing capital changes, and making decisions on significant acquisitions, mergers, and other major corporate actions [6][7] Chairman's Powers - The chairman of the board is responsible for presiding over shareholder meetings and board meetings, supervising the execution of board resolutions, and exercising other powers granted by the board [9] Board Composition - The board consists of five directors, including two independent directors and one employee representative director, with a chairman and a board secretary [11] Meeting Notification and Attendance Rules - The board must hold at least two meetings annually, with notifications sent to all directors at least ten days in advance [14] - Directors must personally attend meetings, and if unable to do so, they may appoint another director to attend on their behalf, with specific rules regarding delegation [16][17] Proposal Rules - Proposals for board meetings must comply with legal and regulatory requirements, align with the interests of the company and shareholders, and be submitted in writing [21] - Shareholders, directors, and the general manager can submit proposals, which should be reviewed and categorized by the board secretary before being presented to the chairman [22] Meeting Procedures and Resolutions - A quorum for board meetings requires the presence of more than half of the directors, and decisions must be approved by a majority of the directors present [29] - Each proposal must be discussed by a designated speaker, and for significant investment projects, expert evaluations are required to prevent errors [32] Post-Meeting Matters - Meeting records, including attendance and voting results, must be maintained for at least ten years, and the board secretary is responsible for reporting meeting minutes and resolutions to regulatory authorities [42][43]

Group 1 - The company, Asia Pacific Technology (002540), announced the election of Mr. Peng Junfang as the employee representative director of the seventh board of directors during the employee representative meeting held on August 15, 2025 [1]

Core Viewpoint - Asia Pacific Technology announced the approval of multiple proposals, including a revised proposal, during the 29th meeting of its sixth board of directors [2] Group 1 - The company held its 29th meeting of the sixth board of directors on August 15 [2] - The board reviewed and approved the revised proposal among other resolutions [2]

Group 1 - The company, Asia Pacific Technology, announced the convening of its 29th meeting of the sixth board of directors on August 15, 2025, to discuss the election of non-independent directors for the seventh board [2] - For the fiscal year 2024, the company's revenue composition shows that aluminum products account for 95.54% of total revenue, while other businesses contribute 4.46% [2]