格林美股份有限公司 第一章 总则 第五条 如存在下列情形，在改选出的董事就任前，原董事仍应当依照法律、 行政法规、部门规章和《公司章程》的规定，继续履行董事职责，相关法规另有 规定的除外： （一）董事任期届满未及时改选，或者董事在任期内辞任导致董事会成员 低于法定最低人数； （二）审计委员会成员辞任导致审计委员会成员低于法定最低人数，或者 欠缺会计专业人士； （三）独立董事辞任导致上市公司董事会或者其专门委员会中独立董事所 占比例不符合法律法规或者《公司章程》规定，或者独立董事中欠缺会计专业人 士。 第六条 董事提出辞职的，公司应当在60日内完成补选，确保董事会及其专 门委员会的构成符合法律、行政法规和《公司章程》的规定。 第一条 为规范格林美股份有限公司（以下简称"公司"）董事和高级管理 人员的离职管理，根据《中华人民共和国公司法》（以下简称"《公司法》"）《 中华人民共和国证券法》《深圳证券交易所股票上市规则》《深圳证券交易所上 市公司自律监管指引第1号——主板上市公司规范运作》等有关法律法规及《格 林美股份有限公司章程》（以下简称"《公司章程》"）的规定，制定本制度。 第二条 本制度适用于公司董事（含独 ...

格林美股份有限公司 独立董事候选人声明与承诺 声明人陈颖琪作为格林美股份有限公司第七届董事会独立董事候选人，已充 分了解并同意由提名人格林美股份有限公司董事会提名为格林美股份有限公司 （以下简称该公司）第七届董事会独立董事候选人。现公开声明和保证，本人与 该公司之间不存在任何影响本人独立性的关系，且符合相关法律、行政法规、部 门规章、规范性文件和深圳证券交易所业务规则对独立董事候选人任职资格及独 立性的要求，具体声明并承诺如下事项： 是 □ 否 如否，请详细说明：______________________________ 三、本人符合中国证监会《上市公司独立董事管理办法》和深圳证券交易所 业务规则规定的独立董事任职资格和条件。 是 □ 否 如否，请详细说明：______________________________ 一、本人已经通过格林美股份有限公司第七届董事会提名委员会或者独立董 事专门会议资格审查，提名人与本人不存在利害关系或者其他可能影响独立履职 情形的密切关系。 是 □ 否 如否，请详细说明：_____________________________ 二、本人不存在《中华人民共和国公司法》第一百七 ...

Core Viewpoint - The document outlines the information disclosure management measures for Greenme Co., Ltd., aiming to enhance the quality of information disclosure, standardize procedures, and protect the rights of investors [1][2]. Group 1: General Principles - The information disclosure obligations apply to the company, its directors, senior management, shareholders, and other relevant parties [2]. - Major events that significantly impact the company's stock price must be disclosed in a timely manner [3]. - Information disclosure is a continuous responsibility, requiring accuracy, completeness, and fairness [6][7]. Group 2: Disclosure Procedures - The company must disclose periodic reports, including annual, semi-annual, and quarterly reports, within specified timeframes [8][9]. - If the company anticipates delays in disclosing periodic reports, it must inform the relevant regulatory bodies and provide reasons [9][10]. - The content of periodic reports must be approved by the board of directors and audited by the audit committee [16][17]. Group 3: Types of Reports - The types of information disclosure documents include periodic reports, temporary reports, and other legally required disclosures [13][12]. - Temporary reports must be issued for significant events that could affect stock prices, detailing the event's cause and potential impact [22][23]. Group 4: Responsibilities and Management - The board of directors is responsible for overseeing information disclosure, with the board secretary managing day-to-day operations [46][47]. - All departments and subsidiaries must ensure timely reporting of information that requires disclosure [49][50]. - Shareholders and actual controllers must inform the company of significant changes in their holdings or control [50][51]. Group 5: Confidentiality and Exceptions - Information that involves state secrets or commercial secrets may be exempt from disclosure under certain conditions [40][41]. - The company must maintain confidentiality regarding undisclosed information and ensure that insiders do not misuse such information [71].

Core Points - The document outlines the governance structure and responsibilities of the management team at Greenme Co., Ltd, specifically focusing on the role of the General Manager and other senior management positions [1][2][3] Group 1: General Manager's Qualifications and Appointment - The General Manager must not have any disqualifying conditions such as criminal convictions or bankruptcy responsibilities [1][2] - The company has one General Manager, several Deputy General Managers, and one Chief Financial Officer, with specific rules regarding their appointment and tenure [2][3] - The General Manager is nominated by the Chairman and appointed by the Board of Directors, while Deputy General Managers and the CFO are nominated by the General Manager and appointed by the Board [2][3] Group 2: Responsibilities and Authority - The General Manager is responsible for the overall management of the company, including implementing board resolutions and reporting to the board [2][3][4] - The Deputy General Managers assist the General Manager and manage specific departments, reporting back on their activities [4][5] - The Chief Financial Officer supervises the company's financial activities and ensures compliance with accounting regulations [5][6] Group 3: Meeting and Reporting Procedures - The General Manager's office holds meetings to discuss annual plans, internal management structures, and other significant matters, with the General Manager having the final decision-making authority [5][6] - Meeting records must be maintained, detailing attendance, agenda, and decisions made [6][7] - The General Manager is required to report on the company's operations and financial status to the Board and Audit Committee regularly [7][8] Group 4: Compliance and Conduct - The management team must adhere to legal and regulatory requirements, ensuring the company's interests are protected and avoiding conflicts of interest [8][9] - Specific prohibitions are outlined regarding the misuse of company resources and the necessity of reporting any potential conflicts to the Board [8][9] Group 5: Amendments and Validity - The document is subject to amendments based on changes in national laws or company regulations, with the Board responsible for interpretation [9]

格林美股份有限公司 第一章 总则 第一条 为了适应格林美股份有限公司（以下简称"公司"）战略发展需要， 提升公司核心竞争力，健全战略规划的决策程序，加强决策民主性和科学性，提高 决策的效益和质量，完善公司治理结构，根据《中华人民共和国公司法》、《上市 公司治理准则》等法律、法规、规范性文件及《格林美股份有限公司章程》（以下 简称"《公司章程》"）的规定，公司董事会设立战略委员会，并制订本工作细则。 第二条 战略委员会是董事会设立的专门工作机构，主要负责对公司发展战略 和重大投融资决策进行研究并提出建议。 第三条 公司董事会秘书负责日常工作联络、会议组织及战略委员会决策前的 各项准备工作。 第二章 战略委员会的组成 第四条 战略委员会委员由三名董事组成，其中应至少包括1名独立董事。 第五条 战略委员会委员的提名方式包括以下三种： （一）由董事长提名； （二）由过半数独立董事提名； （三）由全体董事的三分之一以上提名。 战略委员会委员由董事会选举产生。 第六条 战略委员会设主任委员（召集人）一名，由公司董事担任，负责主持 委员会工作。主任委员在委员内选举，并报请董事会批准产生。主任委员不能履行 职务或不履行职务的 ...

Core Points - The document outlines the information disclosure procedures and responsibilities of Greeenmei Co., Ltd to ensure the authenticity, accuracy, timeliness, and uniformity of information disclosed to protect the rights of the company and its investors [1][2][3] - It defines major events that significantly impact the trading price of the company's stocks and the obligations of information disclosure by the company and its related parties [2][3][4] - The company is required to disclose information in accordance with relevant laws, regulations, and guidelines, ensuring that all investors have equal access to information [3][4][5] Information Disclosure Principles - Information disclosure is a continuous responsibility of the company, which must strictly adhere to legal and regulatory requirements [6][7] - Information disclosed must be true, accurate, complete, and clear, without any misleading statements or omissions [3][4][5] - The company must proactively disclose information that may materially affect the decisions of shareholders and stakeholders [3][4][5] Types of Disclosure Documents - The types of disclosure documents include periodic reports (quarterly, semi-annual, and annual reports) and temporary reports for significant events [6][7][8] - Periodic reports must be audited by a qualified accounting firm and submitted within specified timeframes [14][15][16] - Temporary reports must be issued promptly when significant events occur that could impact stock prices [11][12][13] Major Events Reporting - The company must disclose major events that could significantly affect stock prices, including changes in business strategy, major investments, and significant losses [11][12][13] - Disclosure must occur at the earliest of the board's decision, signing of agreements, or when management becomes aware of the event [13][14][15] Management of Information Disclosure - The board of directors is responsible for overseeing information disclosure, with the board secretary managing the day-to-day operations [46][47] - All departments and subsidiaries must report relevant information to the board secretary to ensure timely disclosure [48][49] - The company must maintain records of all disclosure-related documents for a minimum of ten years [69][70] Confidentiality Measures - Company personnel with access to undisclosed information must adhere to confidentiality obligations to prevent leaks [71][72] - Measures must be taken to limit the number of individuals who are aware of undisclosed information [73]

General Provisions - The purpose of the Nomination Committee's working rules is to standardize the selection of directors and senior management, optimize the composition of the board, and improve corporate governance structure in accordance with relevant laws and regulations [1][2] - The Nomination Committee is a specialized working body established by the board of directors, responsible for formulating selection criteria and procedures for directors and senior management, searching for candidates, and making recommendations [1][2] Composition of the Nomination Committee - The Nomination Committee consists of three directors, with a majority being independent directors [2] - The nomination methods for committee members include nominations by the chairman, a majority of independent directors, or more than one-third of all directors [2] Responsibilities and Authority - The Nomination Committee has the authority to propose suggestions regarding the size and composition of the board based on the company's operational activities, asset scale, and shareholding structure [2][3] - It is responsible for researching and formulating selection criteria and procedures for directors and senior management, as well as recommending qualified candidates [2][3] Meeting Procedures - The Nomination Committee meetings can be convened by the chairperson or upon proposal by committee members, requiring at least two-thirds of the members to be present for the meeting to be valid [4][5] - Meeting notifications must be sent at least five days in advance, detailing the date, location, agenda, and date of notification [4][5] Voting and Decision-Making - Each committee member has one vote, and decisions require a majority approval from all members present [6][7] - If a member has a direct or indirect interest in the agenda, they must abstain from voting, and if the number of attendees falls below three, the matter must be submitted to the board for review [6][7] Miscellaneous - The working rules are subject to interpretation and revision by the board of directors, and any matters not covered will follow national laws and regulations [8]

Core Points - The article outlines the establishment and operational guidelines of the Nomination Committee of Greeenmei Co., Ltd, aimed at optimizing the composition of the board of directors and enhancing corporate governance [1][2][3] - The Nomination Committee is responsible for proposing selection criteria and procedures for directors and senior management, searching for candidates, and making recommendations [1][3][9] Section Summaries General Provisions - The Nomination Committee is a specialized working body set up by the board of directors to draft selection standards and procedures for directors and senior management [1] - The committee is tasked with searching for candidates and making recommendations to the board [1] Composition of the Nomination Committee - The committee consists of three directors, with a majority being independent directors [2][4] - The chairperson of the committee is an independent director, elected by committee members and approved by the board [2] Responsibilities and Authority - The committee has the authority to suggest the size and composition of the board based on the company's operational activities, asset scale, and shareholding structure [9] - It is responsible for researching and drafting selection standards for directors and senior management, as well as reviewing and recommending candidates [9] Meeting Procedures - Meetings can be convened by the chairperson or upon proposal by committee members, requiring at least two-thirds of members to be present [11][12] - The committee must maintain confidentiality regarding non-public information discussed during meetings [14] Voting and Decision-Making - Each committee member has one vote, and decisions require a majority approval from all members [19] - If a member has a direct or indirect interest in a matter, they must abstain from voting [21] Additional Provisions - The committee may hire external agencies for decision-making assistance, with costs covered by the company [22] - The working rules are subject to interpretation and revision by the board of directors [24]

格林美股份有限公司 第一章 总 则 第一条 为进一步建立健全格林美股份有限公司（以下简称"公司"）董事（非 独立董事）及高级管理人员的考核和薪酬管理制度，完善公司治理结构，根据《中 华人民共和国公司法》、《上市公司治理准则》等法律、法规、规范性文件和《格 林美股份有限公司章程》（以下简称"《公司章程》"）的规定，公司董事会设立薪 酬与考核委员会，并制定本工作细则。 第二条 董事会薪酬与考核委员会是董事会设立的专门工作机构，主要职责为： （一）研究董事与高级管理人员考核的标准，进行考核并提出建议； （二）研究和审查董事、高级管理人员的薪酬政策与方案。 第三条 本工作细则所称董事是指在公司领取薪酬的董事，高级管理人员是指 董事会聘任的总经理、副总经理、董事会秘书、财务总监及经董事会聘任的其他高 级管理人员。 第二章 薪酬与考核委员会的组成 第四条 薪酬与考核委员会成员由三名董事组成，其中独立董事两名。 第五条 薪酬与考核委员会委员（以下简称"委员"）由董事长、过半数独立董 事或者全体董事的三分之一以上提名，并由董事会选举产生。 第九条 薪酬与考核委员会负责制定董事、高级管理人员的考核标准并进行考 核，制定、审查董 ...

Core Points - The company has established a system to regulate the external reporting of information and the use of company information by external parties, ensuring compliance with relevant laws and regulations [1][2] - The system applies to the company and its subsidiaries, covering all information that may impact the trading price of the company's stocks and derivatives [1] - Company directors and senior management are required to adhere to the internal control system for information disclosure, ensuring necessary processes for reporting and disclosing periodic reports and significant matters [1][2] Information Disclosure Management - Company directors, senior management, and other relevant personnel have confidentiality obligations during the preparation of periodic reports and planning of significant matters, prohibiting any leakage of report contents before public disclosure [2][3] - External units requesting annual statistical reports without legal basis should be refused, while those required by law must have their personnel registered as insider information recipients and informed of their confidentiality obligations [2][3] - Prior to external reporting, relevant departments must follow approval procedures as mandated by laws and regulations [2][3] Confidentiality and Liability - External parties are prohibited from using undisclosed significant information in any documents before the company publicly discloses such information, except where the company permits [3] - In the event of a leak due to improper confidentiality by external parties, the company must be notified immediately, and it will report to the Shenzhen Stock Exchange [3] - Violations of the confidentiality obligations may result in economic losses for the company, for which the violators may be held liable, including potential criminal charges [3][4]