格林美股份有限公司独立董事候选人 关于参加最近一次独立董事培训的承诺书 本人陈颖琪尚未取得独立董事资格证书，承诺参加最近一次独立 董事培训并取得深圳证券交易所认可的独立董事资格证书。上市公司 格林美股份有限公司将公告本人的上述承诺。 承诺人：陈颖琪 ...

格林美股份有限公司 第一章总则 第一条 为规范格林美股份有限公司（以下简称"公司"）选聘（含续聘、 改聘）会计师事务所的行为，切实维护股东利益，提高财务信息质量，根据《中 华人民共和国公司法》《中华人民共和国证券法》（以下简称"《证券法》"） 、《国有企业、上市公司选聘会计师事务所管理办法》等有关法律法规、规范 性文件及证券交易所业务规则的相关要求，制定本制度。 第二条 公司选聘（含续聘、改聘）进行会计报表审计等业务的会计师事务 所（下称"会计师事务所"），需遵照本制度的规定。 第三条 公司选聘会计师事务所应经董事会审计委员会（以下简称"审计委 员会"）全体成员过半数同意后，报经董事会和股东会审议，由股东会决定。公 司不得在董事会、股东会审议前聘请会计师事务所开展审计业务。 第四条 公司大股东、实际控制人不得在公司董事会、股东会审议前，向公 司指定会计师事务所，不得干预审计委员会独立履行审核职责。 第二章会计师事务所执业质量要求 第三章选聘会计师事务所程序 第六条 审计委员会向董事会提交选聘会计师事务所的议案。审计委员会在 选聘会计师事务所时承担如下职责： （一）按照董事会的授权制定选聘会计师事务所的政策、流 ...

Core Points - The document outlines the internal reporting system for significant events at Greenmei Co., Ltd, ensuring timely and accurate disclosure of information in compliance with relevant laws and regulations [1][12] - The reporting obligations apply to various personnel and departments within the company, including subsidiaries and shareholders, to maintain transparency and accountability [2][3] Reporting Obligations - The internal reporting system mandates that any significant event that may impact the company's stock price must be reported immediately to the board of directors and relevant executives [3][4] - Specific individuals responsible for reporting include the board of directors, board secretary, senior management, and other designated personnel [3][4] Scope of Significant Events - Significant events that require reporting include board resolutions, major transactions (such as asset purchases or sales), financial assistance, and any legal issues involving substantial amounts [5][6] - The document specifies various scenarios that necessitate reporting, including investigations by regulatory authorities, major operational disruptions, and changes in company structure or governance [5][6][7] Reporting Procedures - The reporting process involves notifying the board secretary on the same day the significant event is known, followed by a formal submission of relevant documents [11] - The board secretary is responsible for analyzing reported events and determining if they require public disclosure [11][12] Responsibilities and Penalties - All departments and subsidiaries must adhere strictly to the reporting requirements, with penalties for non-compliance including disciplinary actions and potential legal consequences [17][18] - The board of directors is tasked with interpreting and revising the reporting system as necessary to align with legal and regulatory changes [12][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].

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]

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 ...

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]

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].

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].

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]