关于回购公司股份的进展公告 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。 格林美股份有限公司（以下简称"公司"）基于对公司未来发展前景的信心 以及对公司价值的高度认可，分别于2025年1月19日召开第六届董事会第三十三 次会议和第六届监事会第二十八次会议、2025年2月13日召开2025年第二次临时 股东大会，审议通过了《关于回购公司股份方案的议案》，同意公司使用自有资 金和股票回购专项贷款资金通过二级市场以集中竞价交易的方式回购公司部分 股份，本次回购股份用于实施股权激励或员工持股计划和依法注销减少注册资本， 其中，用于依法注销减少注册资本的股份数量不低于实际回购总量的50%，用于 实施股权激励或员工持股计划的股份数量不高于实际回购总量的50%。本次回购 的资金总额不低于10,000万元人民币（含）且不超过20,000万元人民币（含）， 本次回购股份的价格为不超过人民币9.93元/股（含）。具体回购数量以回购期限 届满时实际回购的股份数量为准。本次回购股份的实施期限自股东大会审议通过 本次回购股份方案之日起12个月内。具体内容详见公司在指定信息披露媒体《中 ...

Investment Rating - The report maintains a rating of "Buy" for the company [4][6]. Core Views - The company's nickel resource competitiveness is continuously enhancing, and the recycling business is experiencing rapid growth, which is expected to become a new profit growth point for the company [4]. - The report adjusts the earnings forecast for 2025-2027, with projected earnings per share of RMB 0.33, 0.47, and 0.63 respectively, reflecting a downward adjustment due to falling nickel prices [6]. - The company reported a year-on-year increase in net profit for both the 2024 annual report and the 2025 Q1 report, indicating strong operational performance [9]. Summary by Relevant Sections Financial Performance - For 2024, the company achieved a revenue of RMB 33,200 million, a year-on-year growth of 8.75%, and a net profit of RMB 1,020 million, up 9.19% [9][10]. - In Q1 2025, the company reported a revenue of RMB 9,496 million, a 13.67% increase year-on-year, with a net profit of RMB 511 million, reflecting a 12.10% growth [11]. Revenue and Profit Growth - The company's main business revenue is projected to grow significantly, with estimates of RMB 42,174 million in 2025, representing a 27.0% growth rate [8]. - The EBITDA is expected to reach RMB 5,861 million in 2025, indicating strong operational efficiency and profitability [8]. Nickel Resource and Recycling Business - The company has successfully launched several production lines for nickel and battery materials, enhancing its competitive position in the nickel resource and new energy materials industry [9]. - The recycling business, particularly in lithium battery recovery, has shown substantial growth, with a 31% increase in battery recovery volume in 2024 [9]. Valuation Metrics - The report provides a valuation with a price-to-earnings ratio of 19.0 for 2025, reflecting the company's growth potential despite the adjustments in earnings forecasts [6][8].

Group 1 - The company, Greeenmei, is adjusting the repurchase price and canceling unvested restricted stock due to unmet performance targets in its 2022 stock incentive plan [1][2] - The board of directors has authorized the necessary adjustments and repurchase of restricted stock, which was approved in multiple meetings [2] - The repurchase price for the restricted stock has been adjusted to 3.445 yuan per share following the company's dividend distribution [3] Group 2 - A total of 8.75045 million shares of restricted stock will be repurchased and canceled due to the company failing to meet the cumulative revenue and net profit targets set for the 2022-2024 period [4] - The performance targets required a cumulative revenue of 100.6 billion yuan and a cumulative net profit of 6.8 billion yuan, which were not achieved [4] - The repurchase and cancellation plan has received the necessary approvals but still requires submission to the shareholders' meeting for further review [4]

Core Viewpoint - The report discusses the independent financial advisory on the 2022 restricted stock incentive plan of Greeenmei Co., Ltd., focusing on the conditions for lifting restrictions and the adjustments to the repurchase price for certain restricted stocks [2][11]. Summary by Sections Independent Financial Advisor's Role - Shenzhen Tashan Enterprise Management Consulting Co., Ltd. was commissioned as the independent financial advisor for the 2022 restricted stock incentive plan of Greeenmei [2][12]. - The advisor confirms that the information provided by the company is accurate and complete, and the report does not constitute investment advice [2]. Incentive Plan Procedures - The necessary procedures for the implementation of the incentive plan have been completed, including the approval of related proposals by the board and independent directors [4][5]. - The company disclosed the list of incentive objects and received no objections during the public notice period [3]. Stock Repurchase and Cancellation - The company approved the repurchase and cancellation of 875.045 million shares of restricted stock due to unmet performance conditions for the third lifting period [6][7]. - The adjusted repurchase price for the restricted stocks is set at 3.4450 yuan per share [11]. Performance Conditions - The performance targets for the third lifting period were not met, with the company's 2022 revenue reported at approximately 29.39 billion yuan, falling short of the required targets [7][10]. - The company plans to adjust the repurchase price based on the annual equity distribution plan, which includes cash dividends and no stock dividends [9][11]. Share Capital Changes - Following the repurchase and cancellation of shares, the company's total share capital will decrease from 5,126,291,557 shares to 5,115,548,607 shares [8][9].

Core Viewpoint - The legal opinion letter from Guangdong Junxin Jinglun Junhou Law Firm confirms that Greeenmei Co., Ltd. has obtained the necessary authorization and approval for the adjustment of the repurchase price and the repurchase and cancellation of unvested restricted stocks under the 2022 restricted stock incentive plan, in accordance with relevant laws and regulations [1][9]. Summary by Sections Authorization and Approval - The shareholders' meeting of Greenmei has authorized the board of directors to handle the adjustment and repurchase of restricted stocks, including decisions on whether to lift restrictions and manage the incentive plan [3][4]. - The board has approved the repurchase of 8.750450 million restricted stocks from 542 incentive recipients due to unmet performance targets for the third vesting period [3][8]. Adjustment Details - The repurchase price for the restricted stocks has been adjusted to 3.4450 yuan per share, following the company's annual profit distribution announcements [4][6]. - The adjustment method for the repurchase price accounts for cash dividends distributed to shareholders, ensuring the adjusted price remains above 1 yuan [6]. Repurchase and Cancellation - The repurchase involves 875.0450 million shares that were granted but not yet vested, due to the failure to meet the performance criteria set for the third vesting period [7][8]. - The legal opinion confirms that the repurchase and cancellation plan complies with the relevant regulations and is legally valid [9].

Group 1 - The supervisory board of the company held a meeting to discuss the conditions for the third unlock period of the 2022 restricted stock incentive plan, which were not met, leading to the decision to repurchase and cancel certain restricted stocks [1][2] - The company will repurchase and cancel 8.75045 million shares of restricted stock from 542 incentive objects due to the failure to meet performance assessment targets [2] - The repurchase price for the restricted stocks will be adjusted, and the decision is in compliance with the relevant regulations of the 2022 restricted stock incentive plan [2][3] Group 2 - A legal opinion and an independent financial advisor report were issued regarding the matter, which will be submitted for approval at the upcoming shareholders' meeting [3] - The supervisory board's resolution has been signed and stamped, and the announcement will be disclosed through designated media [3]

Core Viewpoint - The legal opinion confirms that the shareholder meeting of Greeenmei Co., Ltd. was convened and conducted in accordance with relevant laws and regulations, ensuring the legitimacy and effectiveness of the meeting procedures and voting results [1][7]. Group 1: Meeting Procedures - The board of directors of Greeenmei announced the shareholder meeting on April 26, 2025, detailing the time, location, agenda, and registration methods [1]. - The meeting took place on May 19, 2025, at the conference room of Greeenmei (Wuxi) Energy Materials Co., Ltd., presided over by Chairman Xu Kaihua [2]. - The meeting completed online voting within the stipulated time [2]. Group 2: Attendance and Voting - A total of 1,961 participants attended the meeting, representing 596,901,655 shares, which is 11.6439% of the total shares [2]. - Among the attendees, 1,946 participated in the voting, representing 88,215,651 shares, or 1.7208% of the total shares [2]. - All directors, supervisors, and the board secretary attended the meeting, ensuring proper representation [3]. Group 3: Voting Results - The meeting utilized a combination of on-site and online voting methods [3]. - The resolutions were passed with significant support, with votes such as 585,775,031 in favor (98.1359%), 10,316,324 against (1.7283%), and 810,300 abstentions (0.1358%) [4]. - Additional resolutions also received high approval rates, with similar patterns of support and opposition across various proposals [5][6]. Group 4: Legal Conclusion - The legal opinion concludes that the meeting's procedures, participant qualifications, and voting results comply with the Company Law, Securities Law, and internal regulations of Greeenmei, affirming their legality and validity [7].

Meeting Details - The meeting was convened by the company's board of directors on May 19, 2025, at 10:00 AM, combining on-site and online voting [1] - The meeting was hosted by Chairman Xu Kaihua and held at the conference room of Greenme (Wuxi) Energy Materials Co., Ltd. [1] - The notice and related documents were published on April 26, 2025, in various financial newspapers and on the official website [1] Attendance and Voting - A total of 1,961 shareholders participated, representing 596,901,655 shares, which is 11.7018% of the total voting shares [2] - On-site voting included 15 shareholders representing 508,686,004 shares (9.9724%), while 1,946 shareholders voted online representing 128,981,651 shares (2.5286%) [2] - The total share capital of the company was 5,126,291,557 shares, with 25,373,300 shares (0.49%) held in the repurchase account, which do not have voting rights [2] Proposal Voting Results - The meeting approved several proposals with significant support, including: - 585,775,031 shares voted in favor, accounting for 99.865% of the votes cast [3] - Among minority shareholders, 117,855,027 shares (91.3735%) voted in favor, while 10,316,324 shares (7.9983%) opposed [3] - The voting results for subsequent proposals showed consistent support, with majority approval rates exceeding 91% among minority shareholders [4][5][6][7][8][9][10] Independent Director Report - The independent directors presented their performance report for the year 2024 during the annual shareholders' meeting [10] Legal Opinion - The legal opinion provided by Guangdong Junxin Jinglun Junhou Law Firm confirmed that the meeting's convening and voting procedures complied with relevant laws and regulations [10]

证券代码：002340 证券简称：格林美 公告编号：2025-071 格林美股份有限公司 关于2022年限制性股票激励计划第三个解除限售期 解除限售条件未成就暨调整回购价格并回购注销部 分限制性股票的公告 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。 5、2022年7月18日，公司召开第六届董事会第八次会议和第六届监事会第七 次会议，审议通过了《关于调整公司2022年限制性股票激励计划相关事项的议案》 以及《关于向激励对象首次授予限制性股票的议案》。监事会对调整后的激励对 象名单进行了核实。独立董事对相关事项发表了独立意见，认为本次激励计划的 调整符合相关规定，激励对象主体资格合法、有效，确定的授予日符合相关规定。 6、2022年8月31日，公司披露了《关于2022年限制性股票激励计划首次授予 完成的公告》，公司完成2022年限制性股票激励计划首次授予登记工作，向677 名激励对象授予4,203.93万股限制性股票，授予的限制性股票上市日期为2022年 9月2日。根据公司《2022年限制性股票激励计划（草案）及其摘要》的相关规定， 预留授予部分的激励对象应在 ...

关于格林美股份有限公司 2024 年年度股东大会的 法律意见书 二〇二五年五月 广东君信经纶君厚律师事务所 关于格林美股份有限公司 2024 年年度股东大会的 法律意见书 致：格林美股份有限公司 （三）本次股东大会已在《股东大会通知》规定的时间内完成了网络投 票。 本律师认为，本次股东大会的召集和召开程序符合《公司法》《证券法》 《股东会规则》和格林美《章程》的有关规定。 二、本次股东大会的召集人资格和出席会议人员资格 （一）本次股东大会由格林美董事会召集。 广东君信经纶君厚律师事务所接受格林美股份有限公司（下称"格林美"） 的委托，指派戴毅律师、陈晓璇律师（下称"本律师"）出席格林美于 2025 年 5 月 19 日召开的 2024 年年度股东大会（下称"本次股东大会"），并根据《中 华人民共和国公司法》（下称"《公司法》"）、《中华人民共和国证券法》 （下称"《证券法》"）、中国证券监督管理委员会《上市公司股东会规则》 （下称"《股东会规则》"）及格林美《章程》的规定，就本次股东大会的召 集和召开程序、出席会议人员资格、召集人资格、表决程序、表决结果等事 项出具法律意见。 根据《股东会规则》第六条的要求， ...