北京市中伦（上海）律师事务所 关于昆山亚香香料股份有限公司 2025 年第二次临时股东大会的 法律意见书 $$\mathbf{\partial}\mathbf{\partial}\mathbf{\partial}\mathbf{\partial}\mathbf{\partial}=\mathbf{\partial}\mathbf{\partial}\mathbf{\partial}\mathbf{\partial}$$ 北京 • 上海 • 深圳 • 广州 • 武汉 • 成都 • 重庆 • 青岛 • 杭州 • 南京 • 海口 • 东京 • 香港 • 伦敦 • 纽约 • 洛杉矶 • 旧金山 • 阿拉木图 Beijing • Shanghai • Shenzhen • Guangzhou • Wuhan • Chengdu • Chongqing • Qingdao • Hangzhou • Nanjing • Haikou • Tokyo • Hong Kong • London • New York • Los Angeles • San Francisco • Almaty 北京市中伦（上海）律师事务所 关于 ...

证券代码：301220 证券简称：亚香股份 公告编号：2025-043 昆山亚香香料股份有限公司 第四届董事会第一次会议决议公告 本公司及董事会全体成员保证信息披露的内容真实、准确、完整，没有 虚假记载、误导性陈述或重大遗漏。 一、董事会会议召开情况 昆山亚香香料股份有限公司（以下简称"公司"）第四届董事会第一次会议于 2025 年 6 月 12 日在公司会议室以现场结合通讯方式召开，会议通知已于 2025 年 6 月 5 日 以通讯方式发出。经出席会议的董事一致推举，本次会议由公司董事周军学先生主持， 应出席董事 9 名，实际出席董事 9 名，公司部分高级管理人员列席本次会议。本次董 事会会议的召集、召开和表决程序符合有关法律法规和《公司章程》的规定。 二、董事会会议审议情况 经与会董事认真审议，形成决议如下： 1、审议通过了《关于选举公司第四届董事会董事长的议案》 鉴于公司董事会已根据《公司法》和《公司章程》规定进行换届选举，为保证公 司董事会工作的正常运行，拟选举周军学董事担任公司第四届董事会董事长，任期自 本次董事会审议通过之日起至第四届董事会届满。 表决情况：同意 9 票；反对 0 票；弃权 0 票 ...

Core Viewpoint - The strategic partnership between Suzhou Juweiyuan Biotechnology Co., Ltd. and Kunshan Yaxiang Flavor Co., Ltd. signifies the deep integration of synthetic biology technology and AI with the traditional flavor and fragrance industry, focusing on collaborative innovation in bio-based flavor and fragrance raw materials, green manufacturing pathways, and international market expansion [1][4]. Group 1 - The partnership aims to address the growing consumer demand for natural, safe, and green flavors and fragrances, positioning synthetic biology as a key opportunity for transforming the industry from petrochemical synthesis to sustainable manufacturing [4]. - Juweiyuan, as a leading synthetic biotechnology company, leverages its proprietary chassis cell library, high-throughput gene editing platform, and AI protein engineering system to overcome critical bottlenecks in the biomanufacturing supply chain [4]. - The collaboration is aligned with China's dual carbon goals, promoting the high-end, green, and international transformation of manufacturing, with a focus on low-carbon alternatives and high-value innovation [4]. Group 2 - The partnership will create a globally leading joint innovation platform for bio-synthetic flavors and fragrances, accelerating the transition of green products from laboratory to market [4]. - The initiative is expected to reshape the supply system and value structure of the flavor and fragrance industry, emphasizing the unique advantages of synthetic biology in raw material substitution, process innovation, and low-carbon manufacturing [4].

经中国证券监督管理委员会《关于同意昆山亚香香料股份有限公司首次公开发行 股票注册的批复》（证监许可〔2022〕892 号）核准，并经深圳证券交易所同意，公 司首次向社会公众发行人民币普通股（A 股）股票 2,020.00 万股，每股面值人民币 1.00 元，发行价格为人民币 35.98 元/股，募集资金总额为人民币 726,796,000.00 元，扣除 发行费用人民币 64,701,898.50 元（不含税）后，实际募集资金净额为人民币 662,094,101.50 元。上述募集资金已划至公司指定账户，容诚会计师事务所（特殊普通 合伙）已于 2022 年 6 月 17 日对上述募集资金到位情况进行了审验，并出具了《验资 报告》（容诚验字[2022]215Z0028 号）。 二、募集资金存放和管理情况 证券代码：301220 证券简称：亚香股份 公告编号：2025-041 昆山亚香香料股份有限公司 关于募集资金账户注销完成的公告 本公司及董事会全体成员保证信息披露的内容真实、准确、完整，没有 虚假记载、误导性陈述或重大遗漏。 一、募集资金基本情况 为规范募集资金的管理和使用、保护投资者权益，公司根据《中华人民 ...

Core Points - The document outlines the information disclosure management system of Kunshan Yaxiang Fragrance Co., Ltd, aiming to standardize the disclosure process and protect investors' rights [1][2][3] Group 1: General Principles - The system is established based on relevant laws and regulations, including the Company Law and Securities Law of the People's Republic of China [1] - Information refers to data that may significantly impact the price of the company's securities or is required to be disclosed by regulatory authorities [1][2] Group 2: Disclosure Obligations - The company must disclose information in a timely, fair, truthful, accurate, and complete manner, avoiding any false records or misleading statements [4][6] - The board secretary leads the securities department, which is responsible for managing information disclosure [4][5] Group 3: Reporting Requirements - The company is required to disclose periodic reports, including annual, semi-annual, and quarterly reports, within specified timeframes [6][8] - Significant events that may impact the company's securities must be disclosed immediately, detailing the event's cause, current status, and potential effects [23][24] Group 4: Internal Management - The board of directors and senior management are responsible for ensuring the accuracy and completeness of disclosed information [62] - The company must maintain confidentiality regarding insider information and establish measures to prevent leaks [52][54] Group 5: Compliance and Accountability - Violations of disclosure obligations may lead to administrative, civil, or criminal liabilities for responsible individuals [64][65] - The company must regularly review the implementation of this system and make necessary corrections [15][17]

General Provisions - The company is established as a joint-stock limited company in accordance with the Company Law and other relevant regulations [3] - The registered capital of the company is RMB 112,770,840 [3] - The company is permanently established and will continue to exist [3] Legal Representative - The legal representative of the company is the general manager, who is responsible for executing company affairs [3][4] - The company will determine a new legal representative within 30 days of the resignation of the current one [2] Share Issuance and Capital Structure - The company issued 20.2 million shares to the public on June 22, 2022, and is listed on the Shenzhen Stock Exchange [3] - The company has a total of 112,770,840 shares, all of which are ordinary shares [6] - The shares are issued based on the principles of openness, fairness, and justice, with equal rights for each share of the same category [5] Business Objectives and Scope - The company's business objectives include utilizing the advantages of a joint-stock system to enhance competitiveness and create substantial returns for shareholders [7] - The business scope includes manufacturing and sales of daily chemical products, food additives, and non-residential real estate leasing, among others [7] Shareholder Rights and Responsibilities - Shareholders have the right to request the board of directors to execute decisions within 30 days [12] - Shareholders can sue the company or its directors for violations of rights and obligations as stipulated in the articles of association [4][12] - Shareholders are obligated to comply with laws and regulations and cannot withdraw their capital except as legally permitted [22] Share Transfer and Trading - Shares must be transferred in accordance with the law, and the company does not accept its own shares as collateral [14] - Directors and senior management must declare their shareholdings and are restricted in transferring shares during their tenure [11] Shareholder Meetings - The company holds annual shareholder meetings within six months after the end of the previous fiscal year [33] - Shareholders holding more than 10% of shares can request a temporary shareholder meeting [56] - The company must provide adequate notice of meetings, including time, place, and agenda [38] Decision-Making and Voting - Ordinary resolutions require a simple majority, while special resolutions require at least two-thirds approval from attending shareholders [48] - The company must ensure that voting rights are exercised fairly, especially for minority shareholders [49] Financial Management and Auditing - The company must maintain transparency in financial dealings and provide necessary conditions for the activities of the Communist Party organization within the company [4] - The board of directors is responsible for ensuring compliance with legal and regulatory requirements in financial reporting [18]

General Principles - The rules are established to protect the legal rights of all shareholders of Kunshan Yaxiang Fragrance Co., Ltd. and ensure the effective operation of the shareholders' meeting [1][2] - The shareholders' meeting shall exercise its powers within the scope defined by the Company Law and the company's articles of association [2][3] Shareholders' Meeting Organization - The shareholders' meeting is divided into annual and temporary meetings, with the annual meeting held within six months after the end of the previous fiscal year [4][5] - If the meeting cannot be held within the specified time, the company must report to the China Securities Regulatory Commission and the stock exchange, explaining the reasons [5][6] Proposals and Notifications - Proposals must fall within the powers of the shareholders' meeting and be clearly defined [14] - Shareholders holding 1% or more of the company's shares can submit proposals at least 10 days before the meeting [15][16] Meeting Procedures - The meeting must be held at the company's registered address or another designated location, and provisions must be made for shareholders to participate via secure and convenient methods [22][23] - Shareholders can attend in person or appoint proxies to vote on their behalf [9][10] Voting and Resolutions - Each share carries one vote, and the voting results must be disclosed promptly [44][45] - Ordinary resolutions require a simple majority, while special resolutions require at least two-thirds of the votes [56][57] Record Keeping and Disclosure - Meeting records must include details such as the time, location, agenda, and attendance [64] - The company is responsible for disclosing resolutions in accordance with relevant laws and regulations [73][74] Amendments to Rules - The rules may be amended in response to changes in laws or the company's articles of association [77][78] - The board of directors has the authority to interpret these rules [82]

General Principles - The purpose of the compensation and assessment system is to enhance the responsibility of senior management, establish an incentive and restraint mechanism, and improve business performance and management levels [1] - The system applies to senior management personnel, including the general manager, deputy general managers, board secretary, and financial director [1] - Compensation is based on economic indicators and comprehensive management, with quarterly and annual assessments aligned with the company's operational goals [1] - The principles of compensation and performance assessment include aligning with long-term company interests, combining labor distribution with responsibilities, and ensuring fairness and balance in compensation levels [1] Management Structure - The Board's Compensation and Assessment Committee is responsible for guiding the compensation and assessment of senior management [2] - The Human Resources Department manages the daily operations of senior management compensation, while the Finance Department provides performance data [2] - The Compensation and Assessment Committee drafts or proposes modifications to the compensation management system and reviews annual performance assessment plans [2] Compensation Composition and Determination - The annual performance assessment period runs from January 1 to December 31 [3] - Senior management compensation consists of a base salary and performance bonuses [3] - Compensation levels are proportional to responsibilities, risks, and overall company performance [3] Performance Assessment Procedures - The Compensation and Assessment Committee checks the performance of senior management and conducts assessments based on established guidelines [4] - Performance assessments are based on audited annual reports and data from relevant departments [4] - The committee confirms the annual performance distribution plan within six months after the year-end assessment [4] Compensation Distribution - Base salaries for senior management are distributed monthly according to company policies [5] - A responsibility accountability system is in place for senior management, with penalties for significant losses due to negligence or poor decision-making [5] - Specific conditions under which performance bonuses will not be awarded are outlined, including severe violations of company policies and legal penalties [5] Other Incentives - The company may implement stock incentive plans based on job responsibilities and performance indicators [5] - Additional reward and punishment measures for senior management can be proposed by the Compensation and Assessment Committee and approved by the Board [5] Miscellaneous - The system will be updated in accordance with changes in national laws and regulations [5] - The Board is responsible for interpreting the system, which takes effect upon approval [5]

Core Points - The company establishes a long-term mechanism to prevent the controlling shareholder, actual controller, and other related parties from occupying company funds [1][3] - The system defines two types of fund occupation: operational fund occupation and non-operational fund occupation [2][3] - The company emphasizes the obligation of the controlling shareholder and actual controller to act in good faith and not harm the interests of the company and its shareholders [3][5] Summary by Sections - **Definition of Fund Occupation**: Operational fund occupation refers to fund occupation arising from related transactions in production and operation, while non-operational fund occupation includes payments for wages, benefits, and other expenses on behalf of the controlling shareholder or actual controller [2] - **Scope of Application**: The system applies to subsidiaries included in the company's consolidated financial statements, ensuring that fund transactions between the controlling shareholder, actual controller, and subsidiaries adhere to this system [3][4] - **Prohibition of Fund Provision**: The company is prohibited from providing funds directly or indirectly to the controlling shareholder or actual controller for various expenses, including wages and debt repayment [5][6] - **Decision-Making Process**: All related transactions must be conducted according to the company's articles of association and related management systems, with strict decision-making processes in place [4][6] - **Audit and Oversight**: The company’s board of directors, audit committee, and financial departments are responsible for regular checks on fund transactions to prevent non-operational fund occupation [4][5] - **Legal Measures**: In cases of asset infringement by the controlling shareholder or actual controller, the board can take legal action, including freezing shares to recover occupied assets [6][7] - **Responsibilities of Management**: Company directors and senior management are obligated to protect company funds from being occupied by the controlling shareholder and must face consequences for negligence [6][8] - **Regulatory Compliance**: The system will be executed in accordance with national laws and regulations, and any amendments must be approved by the shareholders' meeting [8]

Group 1 - The company held its 21st meeting of the third supervisory board on May 27, 2025, with three supervisors present, complying with legal and regulatory requirements [1] - The supervisory board approved changes to the company's business scope, expanding from the production and sales of natural and synthetic flavors to include daily chemical products manufacturing and sales, food additives production and sales, and hazardous chemicals operation [1][2] - Following the completion of the 2024 annual equity distribution, the company's total share capital will increase from 80,800,000 shares to 112,770,840 shares, and the registered capital will change from 80,800,000 yuan [1] Group 2 - The company plans to amend its articles of association to reflect the changes in business scope and registered capital, and will seek authorization from the shareholders' meeting for necessary registration and filing [2] - The voting results for the proposal were unanimous, with three votes in favor and no votes against or abstaining [2]