法律意见书 二〇二五年九月 1 广东君信经纶君厚律师事务所法律意见书 广东君信经纶君厚律师事务所 关于格林美股份有限公司 2025 年第四次临时股东会的 关于格林美股份有限公司 2025 年第四次临时股东会的 法律意见书 致：格林美股份有限公司 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、邓洁律师（下称"本律师"）出席格林美于 2025 年 9 月 11 日召开的 2025 年第四次临时股东会（下称"本次股东会"），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，按照律师行业公认的业务标准、道 德规范和勤勉尽责精神，本律师现就本次股东会的有关事项出具法律意见如 下： 一、本次股东会的召集和召开程序 （一）格林美董事会于 2025 年 8 月 25 日在指定媒体上刊登了《格林美 股 ...

Core Viewpoint - The company has decided to repurchase and cancel a portion of its restricted stock due to unmet performance targets, affecting 542 incentive recipients and totaling 8.750450 million shares [1] Group 1 - The company held board meetings on May 19 and September 11, 2025, to review and approve the repurchase of restricted stock [1] - A total of 8.750450 million shares will be repurchased and canceled, resulting in a reduction of total shares from 5,124,299,057 to 5,115,548,607 [1] - The company will notify creditors as per the Company Law, allowing them to request debt repayment or provide guarantees within a specified timeframe [1]

Core Insights - The battery sector is experiencing significant growth, with the China Securities Battery Theme Index rising by 0.86% as of September 11, 2025, and notable increases in individual stocks such as Kehua Data and Keda Technology [1][3] - The Jiashi Battery ETF has seen a remarkable performance, with a weekly increase of 11.42% and a total net inflow of 737 million yuan over the past 11 days [2][3] Market Performance - The Jiashi Battery ETF's trading volume reached 37.93 million yuan with a turnover rate of 3.28%, and its latest scale hit a record high of 1.16 billion yuan [2] - The ETF's net value has increased by 81.44% over the past year, ranking it in the top 19.19% among 3,007 index equity funds [2] Key Developments - Major companies in the battery sector have reported significant advancements, including Guoxuan High-Tech's solid-state battery pilot line achieving a 90% yield and EVE Energy's solid-state battery with an energy density of 300 Wh/kg [3] - The solid-state battery technology is moving towards commercialization, supported by Chinese policies and industry collaboration, as the EU aims for a 400 Wh/kg energy density target by 2030 [3] Investment Opportunities - According to CITIC Securities, the demand for lithium battery materials is expected to grow, particularly for lithium hexafluorophosphate, which is experiencing a price rebound due to tightening supply [3] - Companies capable of producing high-purity lithium sulfide are likely to benefit significantly from the focus on solid-state battery development [3] Top Holdings - As of August 29, 2025, the top ten weighted stocks in the China Securities Battery Theme Index accounted for 53.03% of the index, with notable companies including Sungrow Power, CATL, and EVE Energy [3][5]

2025年上半年，在严峻复杂的全球环境中，格林美实现营业收入175.61亿元，同比增长1.28%；实现归属于上市公司股东的净利润7.99亿元，同比增长 13.91%；经营活动产生的现金流量净额14.48亿元，同比增长9.69%。 | | 本报告期 | 上年同期 | 本报告期比上年同期增减 | | --- | --- | --- | --- | | 营业收入(元) | 17,560,738,616.46 | 17,338,151,334.16 | 1.28% | | 归属于上市公司股东的净利 | 799.102.575.14 | 701.495.486.20 | 13.91% | | 润(元) | | | | | 归属于上市公司股东的扣除 非经常性损益的净利润 (元) | 709.479.971.15 | 702,978,773.50 | 0.92% | | 经营活动产生的现金流量净 | 1.447.546.458.70 | 1,319,646,998.47 | 9.69% | | 额(元) | | | | | 基本每股收益(元/股) | 0.16 | 0.14 | 14.29% | | 稀释每股收益(元/股) ...

9月9日，格林美盘中上涨2.12%，截至09:59，报7.71元/股，成交7.54亿元，换手率1.96%，总市值395.08 亿元。 格林美今年以来股价涨19.28%，近5个交易日涨7.68%，近20日涨15.42%，近60日涨25.49%。 分红方面，格林美A股上市后累计派现18.25亿元。近三年，累计派现10.02亿元。 资料显示，格林美股份有限公司位于广东省深圳市宝安区宝安中心区兴华路南侧荣超滨海大厦A栋20 层，成立日期2001年12月28日，上市日期2010年1月22日，公司主营业务涉及废弃钴镍资源与电子废弃 物的循环利用以及钴镍粉体材料与塑木型材的生产、销售。主营业务收入构成为：三元前驱体 38.70%，镍资源(MHP、镍板)15.73%，四氧化三钴12.28%，贸易及其他8.35%，正极材料7.26%，钴回 收业务(钴粉、钴片等)6.74%，钨资源回收利用业务(APT、碳化钨粉等)6.01%，动力锂电池综合利用 3.06%，报废汽车综合利用1.87%。 资金流向方面，主力资金净流出2462.89万元，特大单买入3822.32万元，占比5.07%，卖出6249.95万 元，占比8.29%；大单买入 ...

Core Viewpoint - The development of advanced manufacturing clusters in China is a strategic initiative aimed at fostering innovation and collaboration among enterprises and institutions within specific regions, enhancing the overall competitiveness of the manufacturing sector [1][3][9] Group 1: Definition and Characteristics of Advanced Manufacturing Clusters - Advanced manufacturing clusters are defined as networked industrial organizations where enterprises and institutions closely collaborate within a specific advanced manufacturing field [1] - The cultivation of these clusters involves selecting and incentivizing "leading" enterprises, establishing dynamic databases for these enterprises, and encouraging data sharing and platform empowerment [1][2] - The approach to developing these clusters is based on both top-down selection by the Ministry of Industry and Information Technology (MIIT) and bottom-up growth from existing industrial foundations [2][3] Group 2: Government and Policy Support - The MIIT's recognition of "national advanced manufacturing clusters" comes with central financial support, leading local governments to view them as policy dividends and tools for GDP growth [2] - Local governments often appoint a "chain leader" to oversee the cluster, providing guarantees to banks and facilitating funding, talent, and land for key industries [2] - The establishment of cluster governance signifies a shift towards a collaborative rule-making process involving multiple stakeholders rather than a purely government-driven initiative [3] Group 3: Case Study of Shenzhen's Advanced Battery Materials Cluster - Shenzhen has developed a closed-loop ecosystem for battery production, encompassing materials, cells, equipment, and recycling, positioning it as a global leader in battery technology innovation [4][6] - The entrepreneurial environment in Shenzhen is robust, with a collaborative spirit among numerous private enterprises, leading to significant advancements in battery technology [6] - The Shenzhen advanced battery materials cluster exemplifies the importance of a conducive innovation and entrepreneurial environment in fostering industry growth [6][7] Group 4: Innovation Ecosystem and Competitive Advantage - The innovation ecosystem in Shenzhen has enabled the advanced battery materials cluster to maintain international competitive advantages, characterized by a diverse and densely interconnected network of stakeholders [7][8] - The concept of "critical mass" is essential for understanding how innovation clusters achieve self-reinforcement and exceptional competitiveness in specific industries [7][8] - Advanced manufacturing clusters are seen as place-based innovation strategies that facilitate resource mobility and collaboration among startups, supporting entrepreneurship and technological innovation [8][9] Group 5: Future Considerations - While there are unique experiences in cultivating advanced manufacturing clusters in China, fundamental questions about the necessity and key factors for their development remain to be explored [9]

Core Insights - The article discusses the decline of two once-prominent environmental projects, Xiaohuanggu and Huishouge, both of which were associated with the "Zhongzhi System" that once had a trillion-dollar capital landscape [2][3] - The article highlights the financial struggles of Greeenme, a leading new energy materials company, following its separation from the Zhongzhi System, leading to a shift in its operational strategy and increased debt pressure [4][5] Company Overview - Greenme was founded in 2001 and initially focused on electronic waste recycling, later expanding into battery raw materials [4] - The company went public in 2010, raising 747 million yuan for projects related to cobalt and nickel resource recycling [4] - From 2015 to 2022, Greenme's revenue grew from 5.12 billion yuan to 29.39 billion yuan, with a compound annual growth rate (CAGR) of 28.37%, and net profit increased from 219 million yuan to 1.33 billion yuan, with a CAGR of 29.42% [4] Financial Challenges - Following the debt crisis of the Zhongzhi System, Greenme's internal financing capabilities have weakened, with only 300 million yuan raised through corporate bonds in the last three years compared to nearly 6 billion yuan during the Zhongzhi era [3][6] - As of June 2025, Greenme's short-term borrowings reached 14.26 billion yuan, a 10.84% increase from the previous year, while cash reserves were only 5.48 billion yuan, indicating a significant liquidity gap [7][9] Strategic Adjustments - After parting ways with the Zhongzhi System, Greenme has implemented a dual-track strategy focusing on "urban mining + new energy materials" and is expanding its production capacity for key products [5] - The company is accelerating its nickel resource project in Indonesia, although recent geopolitical events may pose risks to this initiative [5][6] Market Position and Future Outlook - Greenme's market position is under pressure due to increased competition in the new energy industry, and it faces potential operational challenges if downstream demand slows [6][9] - The company has seen a decline in institutional investor support, with a net decrease in shareholding among institutions in the first half of 2025 [9] - Greenme's market capitalization has dropped by over 30 billion yuan from its peak, raising questions about its upcoming Hong Kong listing and whether it will focus on core operations or continue to adjust fundraising purposes to address liquidity issues [9]

Core Viewpoint - Greeenme's strategic expansion in Indonesia has led to significant growth in nickel resource production and sales, showcasing the company's successful implementation of innovative technologies in the green energy sector [2][5][8]. Group 1: Company Performance - In the first half of 2025, Greenme achieved a revenue of 17.561 billion yuan and a net profit of 799 million yuan, representing year-on-year growth of 1.28% and 13.91% respectively [5]. - The company's nickel metal output from its Indonesian projects reached 43,977 tons, a year-on-year increase of 112%, while cobalt production was 3,666.6 tons, up 125% [8]. Group 2: Technological Advancements - Greenme successfully overcame the technical challenges associated with extracting nickel from low-grade laterite ores using high-pressure acid leaching (HPAL) technology, establishing a unique technical and talent system [4][7]. - The company has developed a new nickel-cobalt precipitation agent that has reduced production costs by over 10% and improved the nickel-cobalt composite grade to 46% [7]. Group 3: Strategic Partnerships and Projects - Greenme has formed strategic alliances with local Indonesian companies, including the establishment of a joint venture with Indonesian miner Merdeka to produce new energy materials [6]. - The company is actively involved in the construction of the International Green Industrial Park (IGIP) in Indonesia, which aims to be a benchmark for green nickel manufacturing and support the global demand for green nickel [10][11]. Group 4: Industry Impact - Greenme's initiatives in Indonesia are seen as a model for sustainable development, contributing to the global transition towards green energy and enhancing the competitiveness of Indonesia's downstream nickel industry [10][11].

Core Insights - The new energy sector is experiencing significant growth, with the Battery 50 ETF (159796) surging over 7% on September 5, driven by strong capital inflows and a net subscription of 114 million shares [1][3]. Group 1: Market Performance - The majority of the underlying stocks in the Battery 50 ETF saw substantial gains, with notable performers including: - Sungrow Power Supply reaching a 13% increase, hitting a historical high [3]. - Contemporary Amperex Technology Co. (CATL) rising over 4% [3]. - Other stocks like Yiwei Lithium Energy and Guoxuan High-Tech also reported increases exceeding 7% [3]. - The trading volume for key stocks was significant, with Sungrow Power Supply recording a transaction amount of 9.04 billion [3]. Group 2: Demand Dynamics - The demand for power batteries is robust, particularly in Europe, where electric vehicle sales in August reached 83,000 units, a 36% year-on-year increase [4]. - The penetration rate of electric vehicles in the passenger car market reached 29.4%, up 6.7 percentage points year-on-year [4]. - The global demand for energy storage batteries is surging, with a projected shipment of 226 GWh in the first half of 2025, marking a 97% year-on-year growth [4]. Group 3: Profitability and Production - The strong downstream demand has led to an increase in production across the battery supply chain, with the CS Battery Index showing positive growth in revenue and net profit, with a 20.8% year-on-year increase in net profit for Q2 2025 [5]. - The production capacity utilization remains high, indicating a favorable environment for battery manufacturers [5]. Group 4: Technological Advancements - The trend towards solid-state batteries is gaining momentum, with advantages in safety and energy density positioning them as a key development direction for high-performance batteries [6]. - The battery sector is showing signs of recovery, with ongoing breakthroughs in new technologies like solid-state batteries [6].

Core Insights - The company, Greeenmei, reported that as of September 2, 2025, the total number of shareholders reached 419,105 [2] Company Summary - Greeenmei is actively engaging with investors through interactive platforms, indicating a focus on transparency and communication [2] - The increase in shareholder count may reflect growing investor interest and confidence in the company's future prospects [2]