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]

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]

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].

General Provisions - The management system for the resignation of directors and senior management of Greeenmei Co., Ltd. is established to regulate the departure process in accordance with relevant laws and regulations [1][2] - This system applies to the resignation, expiration of term, and dismissal of directors and senior management [1] Resignation Circumstances and Procedures - Directors and senior management can resign before their term ends by submitting a written report, effective upon receipt by the board [2] - The company must disclose the resignation details within two trading days after receiving the resignation report [2] - If a director's term expires without timely re-election, they must continue to fulfill their duties until a new director is appointed [2][3] Transition Procedures and Handling of Unfinished Matters - Departing directors and senior management must conduct a handover with a designated person to ensure business continuity, including transferring relevant documents and materials [4] - If significant matters such as major investments or financial decisions are involved, an audit committee may initiate a departure audit [4] Post-Departure Responsibilities and Obligations - Departing directors and senior management must not use their former positions to interfere with the company's operations or harm the interests of the company and its shareholders [5] - They are required to cooperate with the company in follow-up investigations regarding significant matters during their tenure [5] - The company retains the right to seek compensation for any losses caused by the departing individuals due to violations of laws or unfulfilled commitments [5] Supplementary Provisions - This system becomes effective upon approval by the board and is subject to interpretation by the board [6] - Any matters not covered by this system will be executed according to national laws and regulations [6]

Core Viewpoint - The independent director candidate Chen Yingqi has declared and committed to meeting all qualifications and independence requirements as stipulated by relevant laws and regulations for the position at Greeenmei Co., Ltd. Group 1: Candidate Qualifications - The candidate has undergone qualification review by the nomination committee and has no relationships that could affect independence [1] - The candidate meets the requirements set forth by the Company Law of the People's Republic of China regarding disqualifications for serving as a director [2] - The candidate complies with the independent director management measures established by the China Securities Regulatory Commission [3] Group 2: Training and Experience - The candidate has participated in training and will obtain the necessary independent director qualification certificate recognized by the Shenzhen Stock Exchange [4] - The candidate possesses basic knowledge related to the operation of listed companies and has over five years of relevant work experience in law, economics, management, accounting, or finance [5] Group 3: Independence Assurance - The candidate and their immediate family do not hold more than 1% of the company's issued shares and are not among the top ten shareholders [6] - The candidate has no significant business dealings with the company or its major shareholders [7] - The candidate has not been subject to any disqualifications or penalties by the China Securities Regulatory Commission or other regulatory bodies [8]

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]