Core Viewpoint - Yabao Chemical has been upgraded from a BBB to an AA ESG rating, the highest in the industry, reflecting its leadership in green transformation and sustainable development [1] Group 1: ESG Initiatives - Yabao Chemical actively responds to the Science Based Targets initiative (SBTi) and aims for a 1.5°C temperature control target, committing to the long-term vision of the Paris Agreement [1] - The company has set clear emission reduction targets based on 2022 levels for Scope 1, Scope 2, and Scope 3 emissions, with plans to achieve these by 2033 [1] - Yabao Chemical successfully passed the SBTi's rigorous target verification in June 2025, marking a significant milestone in its commitment to global climate governance [1] Group 2: Technological Innovation - Yabao Chemical is increasing its R&D investment, with a projected R&D expenditure of 123 million yuan in 2024, establishing an innovation system covering the entire product lifecycle [2] - The company has made breakthroughs in its subsidiary Nantong Yabao's diazotization technology, improving reaction efficiency and addressing issues in traditional processes [2] - The company’s antiviral drug pilot project has commenced operations at the Lanzhou pilot base, enhancing its market competitiveness in antiviral drug development [2] Group 3: Social Responsibility and Talent Development - Yabao Chemical has established harmonious labor relations and respects employee rights, with all major production bases certified under ISO 45001 for occupational health and safety management [3] - The company has invested over 10 million yuan in safety management training projects to create a safer and more efficient working environment [3] - Yabao Chemical promotes employee development through diverse training programs and career advancement systems, fostering employee engagement and creativity [3] Group 4: Future Commitment - Yabao Chemical will continue to uphold its development philosophy of green, innovation, efficiency, and reliability, deepening ESG strategic practices [4] - The company aims to collaborate with various sectors to explore paths for green growth and inclusive high-quality development, contributing to global sustainable development goals [4]

General Principles - The management system for the shares held by the directors and senior management of Yabont Chemical Co., Ltd. is established to strengthen the management of their stock holdings and transactions, in accordance with relevant laws and regulations [1][2]. Information Reporting and Disclosure - Directors and senior management must report their personal and immediate family members' identity information to the Shenzhen Stock Exchange within specified timeframes, including during initial stock registration and upon any changes [2][3]. - The company and its directors must ensure timely and accurate reporting of share transactions to the Shenzhen Stock Exchange, accepting legal responsibility for the information provided [3][4]. Share Transfer Regulations - Directors and senior management are prohibited from trading the company's shares during certain periods, such as 15 days before annual or semi-annual report announcements [8][9]. - The maximum amount of shares that directors and senior management can transfer within a year is limited to 25% of their total holdings, with specific exceptions for certain circumstances [6][7]. Compliance and Accountability - Any violations of the trading regulations by directors and senior management will result in the company reclaiming any profits made from such transactions, and severe cases may lead to disciplinary actions [5][10]. - The company secretary is responsible for managing the data and information related to the identity and shareholdings of directors and senior management, ensuring compliance with reporting requirements [11].

Core Viewpoint - The company has established a special system to prevent the controlling shareholder and related parties from occupying company funds, aiming to protect the legitimate rights and interests of the company, shareholders, and other stakeholders [1][2]. Group 1: General Principles - The system aims to strengthen and standardize the company's fund management and establish a long-term mechanism to prevent fund occupation by controlling shareholders and related parties [1]. - Fund occupation includes both operational and non-operational fund occupation, with operational occupation arising from related transactions in production and operation [1][2]. Group 2: Responsibilities and Measures - The board of directors and senior management are responsible for maintaining the safety of company funds and must diligently perform their duties according to relevant laws and regulations [5][6]. - The chairman and general manager are the primary responsible persons for preventing fund occupation, while the finance director and personnel involved in business and fund transactions with related parties are designated as responsible individuals [6][7]. - The finance department must strictly review and monitor fund outflows, ensuring that funds are not occupied during repayment processes [4][6]. Group 3: Prohibited Actions - The controlling shareholder and related parties are prohibited from various forms of fund occupation, including requiring the company to pay for their expenses, repay debts, or provide loans without proper commercial justification [5][6]. - Any fund occupation must be resolved within the agreed timeframe, and the company must not allow occupation under the guise of small amounts or multiple transactions [5][6]. Group 4: Accountability and Penalties - If the controlling shareholder or related parties occupy company funds, they must compensate for any losses incurred by the company, and responsible individuals will face corresponding accountability [7][8]. - The company may explore financial innovations for repayment but must adhere to legal procedures and obtain necessary approvals [7][8].

Company Overview - ABA Chemicals Corporation, established as a joint-stock company, was registered in Suzhou, China, and is governed by the Company Law and Securities Law of the People's Republic of China [1][2] - The company was approved by the China Securities Regulatory Commission for its initial public offering of 22.7 million shares on September 6, 2011 [1][2] - The registered capital of the company is approximately RMB 963.31 million [2] Business Scope - The company operates in the life and health sector, focusing on high-end custom research and development production services (CDMO) and high-quality green health products [3][4] - The licensed business includes the production and sale of raw materials such as Levetiracetam, while general operations involve the research, development, production, and sale of various pharmaceutical intermediates [4] Share Structure - The company has issued a total of 963.31 million shares, all of which are ordinary shares with a par value of RMB 1 per share [5][21] - The company was established through the overall change from a limited liability company, with the total share capital at the time of establishment being 68 million shares [5][21] Shareholder Rights and Responsibilities - Shareholders are entitled to dividends and other benefits proportional to their shareholdings and have the right to participate in shareholder meetings and vote [11][12] - Shareholders must comply with laws and regulations, pay for their subscribed shares, and cannot withdraw their capital except as legally permitted [41] Governance and Management - The company is governed by a board of directors, with the chairman serving as the legal representative [2][3] - The company has established a Communist Party organization to conduct activities in accordance with the Party's regulations [3] Shareholder Meetings - The company holds annual shareholder meetings within six months after the end of the fiscal year, and special meetings can be called under certain conditions [22][52] - Shareholder proposals must be submitted in writing and can be made by shareholders holding at least 1% of the shares [26][61] Financial Management - The company is prohibited from providing financial assistance for the acquisition of its shares, except under specific circumstances [6][7] - Any significant transactions or guarantees exceeding certain thresholds must be approved by the board and submitted to the shareholders for approval [19][20]

Meeting Overview - The company will hold its second extraordinary general meeting of shareholders on July 2, 2025, at 14:30 [1] - The meeting will include both on-site and online voting options for shareholders [1][5] - Shareholders must register to attend the meeting, with specific requirements for both corporate and individual shareholders [4][5] Agenda Items - The meeting will review several proposals, including amendments to various management systems and the approval of a project loan application by a wholly-owned subsidiary [2][3] - Proposals require a special resolution, needing more than two-thirds of the voting rights held by attending shareholders to pass [3] Registration and Voting Procedures - Registration for the meeting can be done in person or through mail, fax, or email for remote shareholders [4][5] - The company will provide a platform for online voting through the Shenzhen Stock Exchange systems [5][10] - Detailed instructions for the voting process, including the allocation of voting rights, are provided [10][11]

Core Points - The company held its fourth (temporary) meeting of the sixth supervisory board, chaired by Mr. Huang Liang, in compliance with relevant laws and regulations [1] - The supervisory board approved the proposal to amend the company's articles of association, aligning with the latest legal requirements and actual business conditions [1] - The board also approved a proposal for the wholly-owned subsidiary, Nantong Yaben, to apply for a bank project loan, with the company providing a joint liability guarantee [1] Summary by Sections - **Meeting Details** - The meeting was convened and conducted in accordance with the Company Law and the company's articles of association [1] - Voting was conducted by a show of hands, with all three supervisors in favor of the proposals [2] - **Amendment of Articles of Association** - The supervisory board agreed to revise the articles of association based on the latest regulations and the company's operational situation [1] - The proposal will be submitted for approval at the company's shareholders' meeting [2] - **Loan Guarantee Proposal** - The supervisory board approved the company providing a guarantee for a bank loan application by its wholly-owned subsidiary [1] - The actual guarantee amount and terms will be determined through further negotiations with the bank [1]

雅本化学股份有限公司 章程修订对照表 雅本化学股份有限公司（以下简称"公司"）于 2025 年 6 月 16 日召开了 第六届董事会第四次（临时）会议，审议通过了《关于修订 <公司章程> 的议 案》，拟对《公司章程》部分条款进行修订，具体修订内容如下： 原条款 修订后条款 第一条 为维护公司、股东和债权人的合法权 第一条 为维护公司、股东、职工和债权人的合法 益，规范公司的组织和行为，根据《中华人民 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 共和国公司法》（以下简称"《公司法》"）、 法》"）、《中华人民共和国证券法》《上市 《中华人民共和国证券法》（以下简称"《证券 公司章程指引》《深圳证券交易所创业板股票 法》"）、《上市公司章程指引》《深圳证券交 上市规则》（以下简称"《创业板上市规 易所创业板股票上市规则》（以下简称"《创业 则》"）和其他法律法规等有关规定，制定本 板上市规则》"）和其他法律法规等有关规定， 章程。 制定本章程。 第八条 董事长代表公司执行公司事务，为公司的 法定代表人。 第八条 董事长为公司的法定代表人。 董事长辞任的，视为同时辞去法定代表人。 ...

Group 1 - The company, Yabont Chemical Co., Ltd., has approved a proposal for its wholly-owned subsidiary, Nantong Yabont Chemical Co., Ltd., to apply for a project loan from a bank, with a maximum amount of RMB 25 million and a loan term not exceeding 36 months [1][4] - The loan will primarily be used for project construction costs and equipment purchases [1][4] - The company will provide a joint liability guarantee for the loan, with the actual guarantee amount and term to be determined through further negotiations with the bank [1][4] Group 2 - Nantong Yabont Chemical Co., Ltd. has a registered capital of RMB 604.878 million and is 97.9564% owned by the company [2] - The total assets of Nantong Yabont are RMB 171,012.80 million, with total liabilities of RMB 80,131.30 million, resulting in net assets of RMB 90,881.50 million [3] - The company reported an operating income of RMB 16,044.18 million and a net profit of RMB 517.84 million for the most recent period [3] Group 3 - As of the announcement date, the company has cumulative external guarantees amounting to RMB 162,700 million, which is 81.07% of the latest audited net assets [4] - The cumulative balance of external guarantees provided is RMB 62,860 million, with no overdue guarantees reported [4]

General Provisions - The purpose of the guidelines is to improve management efficiency and scientific management levels in accordance with relevant laws and the company's articles of association [1] - The guidelines clarify the responsibilities, authority, and main management functions of the management team, including the general manager, deputy general managers, and financial officer [1] Appointment and Dismissal of the General Manager - The company has one general manager, several deputy general managers, and one financial officer, with a term of three years for the general manager and other senior management [2] - The appointment of the general manager must meet specific qualifications, including extensive knowledge in economics and management, and the ability to motivate employees and coordinate relationships [2][3] Duties and Responsibilities of the General Manager - The general manager is responsible for the company's production and operational management, implementing board resolutions, and reporting to the board [12] - The general manager must adhere to legal obligations and avoid conflicts of interest, ensuring that personal interests do not interfere with company interests [3][4] Authority of the General Manager - The general manager has the authority to make decisions regarding daily operations, including the implementation of annual business plans and investment proposals [12] - The general manager can approve transactions involving assets below 10% of the company's latest audited total assets, or transactions with specific revenue and profit thresholds [13][14] Reporting and Accountability - The general manager is required to report regularly to the board of directors on various matters, including the implementation of business plans and significant contracts [15] - In the event of major incidents or emergencies, the general manager must report to the chairman within half an hour [15] Performance Evaluation and Incentives - The performance evaluation of senior management, including the general manager, is organized by the board, which sets management goals and performance assessment plans [16] - The general manager must establish a compensation mechanism linked to company performance and individual achievements [16] Amendment of Guidelines - The guidelines must be amended in response to changes in laws or the company's articles of association that conflict with the current provisions [17][18]

Core Points - The internal control system of Yabont Chemical Co., Ltd. aims to strengthen risk management, improve operational efficiency, enhance information reliability, and ensure legal compliance to achieve strategic goals [2][3][4] Group 1: Objectives and Framework - The internal control objectives include risk control, operational efficiency improvement, information reliability enhancement, and legal compliance [2][3] - The internal control framework encompasses environmental control, business control, accounting system control, electronic information system control, information transmission control, and internal audit control [4][5] Group 2: Basic Elements of Internal Control - The basic elements of the internal control system include internal environment, goal setting, factor identification, risk assessment, risk response, control activities, information communication, and supervision [3][4][5] Group 3: Control Activities in Business Cycles - The internal control system covers various business cycles, including sales and collection, procurement and payment, production, fixed assets, monetary funds, related party transactions, financing, investment, research and development, and human resource management [5][6][7] Group 4: Management of Subsidiaries and Related Transactions - The company establishes control policies for managing subsidiaries, ensuring they develop their internal control systems and report significant matters to the parent company [8][9] - Related transactions must adhere to principles of honesty, equality, and fairness, with clear approval processes and disclosure requirements [10][11][12] Group 5: External Guarantees and Fundraising - The internal control for external guarantees emphasizes legality, prudence, mutual benefit, and safety, with strict risk control measures [12][13] - The company must establish a management method for fundraising, ensuring funds are used according to specified purposes and tracked for compliance [14][15] Group 6: Major Investments and Information Control - Major investments require thorough feasibility studies and risk assessments, with ongoing monitoring of project execution and financial performance [16][17] - An information disclosure management system is established to ensure timely and accurate reporting of significant information, with confidentiality measures in place [18][19] Group 7: Internal Audit and Evaluation - An internal audit department is set up to oversee business activities, risk management, and internal controls, reporting directly to the board [20][21] - The company conducts regular evaluations of its internal control effectiveness, addressing any identified deficiencies promptly [22][23]