GEM(002340)
Search documents
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].
格林美: 董事和高级管理人员离职管理制度
Zheng Quan Zhi Xing· 2025-08-24 16:13
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]
格林美: 格林美股份有限公司独立董事候选人声明与承诺(陈颖琪)
Zheng Quan Zhi Xing· 2025-08-24 16:13
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]
格林美: 信息披露管理办法(草案)(H股发行并上市后适用)
Zheng Quan Zhi Xing· 2025-08-24 16:13
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].