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格林美: 前次募集资金使用情况报告
Zheng Quan Zhi Xing· 2025-08-24 16:18
Core Viewpoint - The report details the usage and status of previously raised funds by the company, confirming that all funds from the 2019 private placement and the GDR issuance have been fully utilized as of December 31, 2024 [1][4]. Fundraising and Usage - In 2019, the company raised a total of approximately 2.42 billion RMB through a private placement of 634,793,184 shares at a price of 3.82 RMB per share [1]. - As of December 31, 2024, all accounts related to the 2019 fundraising have been closed with a balance of 0 RMB [1]. - The total amount raised from the GDR issuance was approximately 3.81 million USD, with net proceeds after fees amounting to about 2.51 billion RMB [2][3]. Fund Allocation and Changes - The company has reallocated part of the previously planned investment in the "Power Battery Ternary Cathode Material Project" to support the "Indonesian Nickel Ore Production Battery-grade Nickel Chemical Project" and to supplement working capital [1][3]. - Approximately 50% of the GDR funds were allocated to support the Indonesian nickel resource base, while 30% was used for working capital in overseas operations [3]. Project Performance and Compliance - The actual investment amount for previous fundraising projects matched the commitments made, with no discrepancies reported [1][2]. - The company has confirmed that there are no projects that have been transferred or replaced using the raised funds [1][2]. Financial Performance - The total amount of funds used from the 2019 private placement was approximately 239.89 million RMB, with a portion of 64.55 million RMB being reallocated [5]. - The company reported that the cumulative returns from the projects funded by the previous fundraising efforts did not fall below 20% of the promised returns [2].
格林美: 董事会审计委员会工作细则(草案)(H股发行并上市后适用)
Zheng Quan Zhi Xing· 2025-08-24 16:18
Core Points - The article outlines the draft working rules for the Audit Committee of Greeenmei Co., Ltd, aimed at enhancing decision-making and internal control within the company [1][11] - The Audit Committee is established as a specialized working body of the Board of Directors, responsible for communication, supervision, and verification of internal and external audits [1][3] Group 1: General Provisions - The Audit Committee is set up to strengthen the decision-making function of the Board and ensure effective internal control [1] - The committee is accountable to the Board and submits proposals for review and decision [1] Group 2: Composition of the Audit Committee - The committee consists of three non-executive directors, with a majority being independent directors, and at least one member must be a professional accountant [2] - The nomination of committee members can be made by the Chairman, a majority of independent directors, or by more than one-third of all directors [2] Group 3: Responsibilities of the Audit Committee - The committee is responsible for supervising and evaluating the work of external auditors, including submitting reports and recommendations to the Board [3][4] - It oversees the internal audit work and ensures effective communication between internal and external auditors [4][5] - The committee reviews financial information and disclosures, ensuring the integrity of financial statements and reports [4][5] Group 4: Meeting Procedures - The committee meetings require a two-thirds attendance of members to be valid, and decisions must be approved by a majority [9][18] - Meetings can be held in person or via communication methods, and records must be kept [9][21] Group 5: Conflict of Interest - Members with a direct or indirect interest in matters discussed must disclose their relationship and abstain from voting [10][26] - The committee must ensure that decisions are made without the influence of interested parties [10][26]
格林美: 关于筹划发行 H 股股票并在香港联合交易所有限公司上市的提示性公告
Zheng Quan Zhi Xing· 2025-08-24 16:13
证券代码:002340 证券简称:格林美 公告编号:2025-092 格林美股份有限公司 关于筹划发行 H 股股票并在香港联合交易所有限公司上市 的提示性公告 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")于 2025 年 8 月 21 日召开第七届董事 会第六次会议、第七届监事会第五次会议,审议通过了《关于公司发行 H 股股票并 在香港联交所主板上市的议案》《关于公司发行 H 股股票并在香港联交所主板上市 方案的议案》等相关议案。现将有关情况公告如下: 将充分考虑现有股东的利益和境内外资本市场的情况,在股东会决议有效期内(即 经公司股东会审议通过之日起 24 个月或同意延长的其他期限)选择适当的时机和发 行窗口完成本次发行上市。 截至目前,公司正积极与相关中介机构就本次发行上市的相关工作进行商讨, 除本次董事会、监事会审议通过的相关议案外,其他关于本次发行上市的具体细节 尚未最终确定。 根据相关规定,公司本次发行上市尚需提交公司股东会审议,并需要取得中国 证券监督管理委员会、香港联交所、香港证券及期货事务监察委员会等相 ...
格林美: 关于召开2025年第四次临时股东会的通知
Zheng Quan Zhi Xing· 2025-08-24 16:13
Meeting Announcement - The company Greenme Co., Ltd. will hold its fourth extraordinary general meeting of shareholders on September 11, 2025, as decided in the sixth meeting of the seventh board of directors held on August 21, 2025 [1][2] - The meeting will be conducted using a combination of on-site and online voting methods [2] Voting Details - On-site meeting will start at 10:00 AM on September 11, 2025, with online voting available from 9:15 AM to 9:25 AM and 9:30 AM to 11:30 AM, and again from 1:00 PM to 3:00 PM [1][2] - Shareholders registered by the end of trading on September 4, 2025, are eligible to attend and vote [2][3] Agenda Items - The meeting will discuss several proposals, including amendments to the company's articles of association and related rules, and the issuance of H shares for listing on the Hong Kong Stock Exchange [3][4] - Proposals requiring special resolutions must be approved by more than two-thirds of the voting rights held by attending shareholders [5][6] Registration Process - Registration for the meeting will take place from 9:00 AM to 5:00 PM on September 8, 2025 [6] - Shareholders can register in person or via mail or fax, with specific documentation required [6] Online Voting Procedure - Shareholders can participate in online voting through the Shenzhen Stock Exchange trading system and internet voting system [8][9] - Detailed instructions for online voting will be provided in the meeting materials [8]
格林美: 第七届董事会独立董事第二次专门会议审查意见
Zheng Quan Zhi Xing· 2025-08-24 16:13
Core Viewpoint - The company is moving forward with the issuance of H shares and plans to list on the Hong Kong Stock Exchange, which is seen as beneficial for its global development strategy and enhancing its international brand image [1][2]. Group 1: H Share Issuance and Listing - The independent directors unanimously support the proposal for the company to issue H shares and list on the Hong Kong Stock Exchange, believing it will aid in the company's global strategy and enhance its competitiveness [1]. - The proposed plan for the H share issuance complies with relevant laws and regulations, ensuring it does not harm the interests of the company or its shareholders [2]. - The fundraising plan associated with the H share issuance aligns with the company's development needs and global strategy, benefiting all shareholders [2]. Group 2: Profit Distribution and Insurance - The profit distribution plan prior to the H share issuance has been deemed fair to existing and future shareholders, with no adverse effects on their rights [2]. - The proposal to purchase liability insurance for directors and senior management is in accordance with legal requirements and market practices, ensuring no improper benefits are conferred [3]. - The independent directors support the hiring of a reputable auditing firm, which possesses the necessary experience and independence for the H share issuance project [3]. Group 3: Previous Fundraising Report - The report on the usage of previously raised funds has been reviewed and found to comply with regulatory requirements, accurately reflecting the company's financial activities up to December 31, 2024 [4].
格林美: 关于就公司发行H股股票并上市修订《公司章程》及相关议事规则的公告
Zheng Quan Zhi Xing· 2025-08-24 16:13
Core Viewpoint - Greenme Co., Ltd. is planning to issue H shares and list them on the Hong Kong Stock Exchange, necessitating amendments to its Articles of Association and related rules [1]. Summary by Sections Company Announcement - The Board of Directors approved the proposal to amend the Articles of Association and related rules to accommodate the issuance of H shares [1]. - The proposal will be submitted for approval at the fourth extraordinary general meeting of shareholders in 2025 [1]. Amendments to Articles of Association - The amendments aim to protect the rights of shareholders, employees, and creditors, and to regulate the company's organization and behavior according to relevant laws and regulations [2][3]. - The new draft of the Articles of Association will take effect upon the listing of H shares on the Hong Kong Stock Exchange [1]. Specific Amendments - The Articles of Association will include provisions for the issuance of H shares and the management of shareholder rights [5][6]. - The company will maintain a shareholder register that complies with both domestic and international regulations [14][15]. Shareholder Rights and Responsibilities - Shareholders will have rights to dividends and other benefits proportional to their shareholdings [19]. - Shareholders are required to comply with laws, regulations, and the Articles of Association [20]. Governance and Decision-Making - The company will establish rules for convening shareholder meetings and making decisions, including the requirement for a certain percentage of shareholder attendance for resolutions [24][36]. - The company will ensure that decisions affecting minority shareholders are transparently reported [41].
格林美: 关于增选公司第七届董事会独立董事的公告
Zheng Quan Zhi Xing· 2025-08-24 16:13
Core Points - The company, Greenme, plans to issue H shares and apply for listing on the Hong Kong Stock Exchange to enhance its corporate governance and decision-making capabilities [1] - The board of directors has nominated Ms. Chen Yingqi as an independent director candidate, pending approval at the shareholders' meeting [1] - Ms. Chen has not yet obtained the independent director qualification certificate but has committed to participate in the necessary training [1] Summary by Sections Company Announcement - Greenme's board approved the nomination of Ms. Chen Yingqi as an independent director candidate during the sixth meeting of the seventh board on August 21, 2025 [1][2] - The term for the independent director will commence upon approval by the shareholders and the successful listing of H shares [1] Candidate Profile - Ms. Chen Yingqi, born in March 1984, holds dual degrees in Business Administration and Law from the University of Hong Kong and is a qualified lawyer in Hong Kong [3] - She has held positions in various law firms and companies, including Xiaomi Group and Kuaishou Technology, and currently serves as the Group Legal Director and Company Secretary of China Gas Holdings [3] - As of the announcement date, Ms. Chen does not hold any shares in the company and has no relationships with the company's directors or major shareholders [3]
格林美: 关于修订及制定公司内部治理制度的公告(H股发行并上市后适用)
Zheng Quan Zhi Xing· 2025-08-24 16:13
Group 1 - The company has revised and established internal governance systems in preparation for the issuance and listing of H shares on the Hong Kong Stock Exchange [1][2] - The board of directors approved the proposal for the revision and establishment of internal management systems during the sixth meeting of the seventh board on August 21, 2025 [1] - The revised and newly established systems will take effect upon the listing of the H shares, while existing systems will remain in effect until further amendments are made [2]
格林美: 关于修订《公司章程》及相关议事规则并办理工商变更登记的公告
Zheng Quan Zhi Xing· 2025-08-24 16:13
Core Points - The company GreenMei Co., Ltd. has proposed amendments to its Articles of Association and related rules, which will be submitted for approval at the upcoming extraordinary shareholders' meeting [1][2] - The amendments include the dissolution of the supervisory board, with its functions being transferred to the audit committee of the board of directors [1][2] - The company has completed the repurchase and cancellation of 1.9925 million restricted shares, reducing its total shares from 5,126,291,557 to 5,124,299,057 [2] Summary by Sections Company Governance - The company aims to enhance its governance structure by eliminating the supervisory board and transferring its responsibilities to the audit committee [1][2] - The current supervisory board will continue to fulfill its duties until the new structure is implemented [1] Share Capital Changes - The company has successfully completed the repurchase and cancellation of 1.9925 million restricted shares, leading to a decrease in registered capital from RMB 5,126,291,557 to RMB 5,124,299,057 [2] - The total number of shares has been adjusted accordingly, reflecting the company's ongoing efforts to manage its equity structure [2] Articles of Association Amendments - The proposed amendments to the Articles of Association include various provisions aimed at aligning with the new Company Law and regulatory requirements [2][3] - Specific changes include the legal representation of the company and the responsibilities of the board of directors and shareholders [3][4]
格林美: 格林美股份有限公司独立董事提名人声明与承诺(陈颖琪)
Zheng Quan Zhi Xing· 2025-08-24 16:13
Core Viewpoint - The nomination of Chen Yingqi as an independent director candidate for the seventh board of Greeenmei Co., Ltd. has been made after thorough evaluation of her qualifications and independence [1][2]. Group 1: Nomination Process - The nominee has agreed in writing to serve as an independent director candidate [1]. - The nomination was made after a comprehensive review of the nominee's professional background, education, and work experience [1]. - The nominator confirms that there are no conflicts of interest or relationships that could affect the nominee's independent performance [1]. Group 2: Compliance with Regulations - The nominee meets the qualifications and independence requirements set forth by relevant laws and regulations, including the Company Law of the People's Republic of China [1][2]. - The nominee has participated in training and will obtain the necessary independent director qualification certificate recognized by the Shenzhen Stock Exchange [2]. - The nominee does not violate any regulations regarding public servants or other relevant guidelines concerning independent directors [2][3]. Group 3: Independence and Experience - The nominee has no significant business dealings with the company or its controlling shareholders [6][7]. - The nominee has relevant knowledge of company operations and possesses over five years of experience in legal, economic, management, accounting, or financial fields necessary for fulfilling independent director duties [5][6]. - The nominee is not currently serving as an independent director for more than three domestic listed companies [8].