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]

General Provisions - The rules aim to standardize the board's decision-making processes and enhance the board's operational efficiency and decision-making quality [2][3] - The company has established a board of directors responsible to the shareholders' meeting [2] General Regulations for Directors - Directors must be natural persons and cannot serve if they meet certain disqualifying conditions, such as criminal convictions or bankruptcy responsibilities [3][4] - Directors are elected by the shareholders' meeting for a term of three years, with the possibility of re-election [4][5] Board of Directors' Powers - The board has the authority to convene shareholders' meetings, execute resolutions, and decide on the company's operational plans and investment proposals [15] - The board must establish strict review and decision-making procedures for external investments, asset sales, and related transactions [10][11] Board Meetings - The board must hold at least two regular meetings annually, with the chairman responsible for convening these meetings [22] - A quorum for board meetings requires the presence of more than half of the directors [29] Voting and Decision-Making - Decisions require a majority vote from the attending directors, with specific provisions for related party transactions requiring independent director approval [36][19] - Directors must avoid conflicts of interest and disclose any relevant relationships before voting on proposals [19] Documentation and Record-Keeping - Meeting records must include details such as the time, location, attendees, and decisions made, and must be kept for at least ten years [40][47] - The board's resolutions must be reported to the Shenzhen Stock Exchange and disclosed to shareholders as required [45] Amendments and Effectiveness - The rules will take effect upon approval by the shareholders' meeting, and previous rules will be invalidated [51][52]

General Provisions - The company establishes an Audit Committee to enhance decision-making functions and improve corporate governance [2] - The Audit Committee is responsible for reviewing financial information, supervising internal and external audits, and assessing internal controls [2][6] Composition of the Committee - The Audit Committee consists of three directors, including two independent directors, with at least one being a professional accountant [4] - The committee members must possess the necessary professional knowledge and experience to fulfill their responsibilities [4] Responsibilities and Authority - The Audit Committee's main responsibilities include supervising external audit work, reviewing financial information, and assessing internal controls [6][10] - The committee can propose the hiring or dismissal of the financial officer and external audit firms [10][12] Meeting Procedures - The Audit Committee must hold at least one regular meeting each quarter, with provisions for special meetings as needed [15][16] - Meetings can be conducted in person or via remote communication, and a quorum requires attendance from two-thirds of the members [18][19] Decision-Making and Record-Keeping - Decisions made by the Audit Committee require a majority vote from attending members and must be documented accurately [32][36] - Meeting records must include details such as date, attendees, agenda, and voting results, and must be retained for at least ten years [14][36] Miscellaneous Provisions - The rules outlined in the document are subject to national laws and the company's articles of association [39] - The document becomes effective upon approval by the company's board of directors [40]

雅本化学股份有限公司募集资金使用管理办法 雅本化学股份有限公司 募集资金使用管理办法 第一章 总 则 第一条 为进一步规范雅本化学股份有限公司（以下简称"公司"）募集资金 的管理和使用，提高募集资金使用的效率和效果，防范资金使用风险，确保资金 使用安全，切实保护投资者利益，根据《中华人民共和国公司法》、 《中华人民共 《深圳证券交易所上市公司自律监管指引第 2 号——创业板上市公 和国证券法》、 司规范运作》、 《深圳证券交易所创业板股票上市规则》、 《上市公司募集资金监管 规则》、 《雅本化学股份有限公司章程》 （以下简称"《公司章程》"）和其他有关法 律、法规和规范性文件的规定，结合公司实际情况，制定公司《募集资金使用管 理办法》（以下简称"本《管理办法》"）。 第二条 本《管理办法》所称募集资金是指公司通过发行股票或者其他具有 股权性质的证券，向投资者募集并用于特定用途的资金，但不包括公司实施股权 激励计划募集的资金。 第三条 公司的董事、高级管理人员应当勤勉尽责，确保公司募集资金安全， 不得操控公司擅自或变相改变募集资金用途。 公司存在二次以上融资的，应当分别设置募集资金专户。 第六条 实际发行募集资 ...

General Principles - The financing and external guarantee management system of the company aims to standardize financing and guarantee practices, effectively control risks, and protect financial security and investors' rights [1][2] - Financing refers to indirect financing from financial institutions, including various forms such as credit, loans, and guarantees [1][2] Financing Approval Process - The finance department is responsible for managing financing applications, conducting preliminary reviews, and submitting them for approval [5][6] - The board of directors must approve the annual loan scale and authorize the chairman to sign agreements within that scale [6][7] - Financing applications must include details such as the financial institution's name, loan amount, term, purpose, repayment plan, and asset-liability status [4][5] External Guarantee Conditions - The company can provide guarantees for subsidiaries, requiring proportional guarantees from other shareholders [9][10] - Guarantees exceeding 10% of the latest audited net assets or 50% of total assets require board and shareholder approval [10][11] External Guarantee Approval Process - The finance department manages external guarantee applications, which must be submitted with relevant documentation [10][11] - Guarantees must be approved by the board or shareholders, with specific conditions outlined for different approval thresholds [10][11] Execution and Risk Management - Approved financing and guarantee contracts must be signed by authorized representatives and reported to the finance department within seven days [15][16] - The finance department is responsible for monitoring repayment capabilities and managing risks associated with guarantees [21][22] Information Disclosure - The company must disclose financing and guarantee information in accordance with relevant laws and regulations [23][24] Responsibilities of Personnel - All directors must adhere to the system and bear legal responsibility for any violations leading to losses [25][26] Miscellaneous - The system applies to guarantees provided by subsidiaries and must comply with relevant laws and regulations [27][28]

Core Viewpoint - The document outlines the insider information management system of Yabont Chemical Co., Ltd., emphasizing the importance of confidentiality and compliance with relevant laws and regulations to protect investors' rights and ensure fair information disclosure. Group 1: General Principles - The company establishes this system to enhance insider information management and confidentiality, ensuring compliance with laws such as the Company Law and Securities Law of the People's Republic of China [1][2] - The board of directors is responsible for timely registration and reporting of insider information personnel, with the chairman being the primary responsible person [1][2] Group 2: Insider Information Definition - Insider information refers to non-public information that could significantly impact the company's operations, finances, or stock market prices, including major changes in business policies, significant asset transactions, and major losses [5][6] - Specific examples of insider information include major investments, significant debt defaults, and changes in shareholding structures [5][6] Group 3: Insider Information Personnel - Insider information personnel include company directors, senior management, major shareholders, and individuals involved in significant decision-making processes [6][7] - The company must maintain accurate and complete records of insider information personnel, including their knowledge of insider information and the circumstances under which they acquired it [7][8] Group 4: Registration and Management - The company must fill out and maintain a detailed insider information personnel record, ensuring timely updates and confirmations from the personnel involved [7][8] - Any department or individual must not disclose insider information without board approval, and all external communications must be reviewed by the board secretary [8][9] Group 5: Confidentiality Obligations - Insider information personnel are required to maintain confidentiality and are prohibited from trading company securities based on insider information [10][11] - The company must implement measures to limit the number of individuals aware of insider information before its public disclosure [10][11] Group 6: Accountability and Penalties - The company will conduct self-inspections regarding insider trading and may impose penalties on personnel who violate the insider information management system [12][13] - Violations that result in significant losses may lead to criminal prosecution and other legal consequences [13][14]