证券代码：300261 证券简称：雅本化学 公告编号：2025-053 雅本化学股份有限公司 2025 年第二次临时股东大会决议公告 本公司及董事会全体成员保证公告内容真实、准确和完整，没有虚假记载、 误导性陈述或者重大遗漏。 特别提示： 1、本次股东大会无增加、变更、否决议案的情况。 2、本次股东大会以现场投票和网络投票相结合的方式召开。 一、会议召开和出席情况 根据《公司法》《上市公司章程指引（2025 年 3 月修订）》等法律法规的 规定，结合实际情况，公司本次对《公司章程》进行修订，决定由董事会审计委 员会承接法律法规规定的监事会职权。自本次股东大会审议通过之日起，黄亮先 生、蒋信义先生及徐涛女士不再担任公司监事。上述人员原定任期为 2025 年 2 月 24 日至 2028 年 2 月 23 日，离任监事后均在公司继续担任其他职务。 公司对黄亮先生、蒋信义先生及徐涛女士在担任公司监事期间为公司所做出 的贡献表示衷心的感谢！ 雅本化学股份有限公司（以下简称"公司"）2025 年第二次临时股东大会 （以下简称"股东大会"）现场会议于 2025 年 7 月 2 日下午 14:30 在上海市浦 东新区李冰路 ...

FANGDA PARTNERS http://www.fangdalaw.com 中国上海市石门一路 288 号 电子邮件 E-mail: email@fangdalaw.com 兴业太古汇香港兴业中心二座 24 楼 电 话 Tel.: +86-21-2208 1166 邮政编码：200041 传 真 Fax.: +86-21-5298 5599 24/F, HKRI Centre Two HKRI Taikoo Hui 288 Shi Men Yi Road Shanghai, PRC 200041 上海市方达律师事务所 关于雅本化学股份有限公司 2025 年第二次临时股东大会的 法律意见书 致：雅本化学股份有限公司 上海市方达律师事务所（以下简称"本所"）是具有中华人民共和国境内法 律执业资格的律师事务所。根据相关法律顾问协议，本所指派律师出席雅本化学 股份有限公司（以下简称"公司"）2025 年第二次临时股东大会（以下简称"本 次股东大会"），并就本次股东大会的召集和召开程序、参与表决和召集会议人员 的资格、表决程序和表决结果等有关事宜出具本法律意见书。 本所及指派律师依据《中华人民共和国证券法》《律师 ...

证券代码：300261 证券简称：雅本化学 公告编号：2025-052 雅本化学股份有限公司 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公告内容真实、准确和完整，没有虚假记载、 误导性陈述或者重大遗漏。 雅本化学股份有限公司（以下简称"公司"）近日接到控股股东宁波雅本控 股有限公司（以下简称"宁波雅本"）的通知，宁波雅本将其持有的部分公司股 份办理了股份解除质押业务，具体事项如下： | 股东名称 | 是否为控 股股东或 第一大股 | 本次解除 质押数量 | 占其所 持股份 | 占公司 总股本 | 质押起始 | | | 质押解除 | | 质权人 | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | | | 比例 | 比例 | 日 | | | 日 | | | | | 东及其一 | （股） | | | | | | | | | | | 致行动人 | | (%) | (%) | | | | | | | | 宁波雅本 | | | | | 2023 9 | 年 | 2025 | 年 | 6 | 红塔证 券股份 ...

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。 ...