Group 1 - The company establishes an Information Disclosure Committee to enhance internal control over information disclosure and improve the quality of information released [1][2] - The committee consists of at least 5 members, including the chairman, independent directors, general manager, and other key personnel [2] - The main responsibilities of the committee include ensuring the accuracy and completeness of information disclosure, improving internal control mechanisms, and reviewing materials for investor meetings [2][3] Group 2 - The committee holds regular meetings every six months and can convene temporary meetings as needed [3] - Decisions made in committee meetings require a majority vote from the members present [3][4] - The daily affairs of the committee are managed by the company's securities department [4]

格林美股份有限公司 内幕信息知情人登记备案制度（草案） （H股发行并上市后适用） 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")的内幕信息管理，加强 内幕信息保密工作，有效防范和打击内幕交易等证券违法违规行为，维护信息披 露的公平原则，保护投资者的合法权益，根据《中华人民共和国公司法》、《中 华人民共和国证券法》、《上市公司信息披露管理办法》、《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》、《深圳证券交易所股 票上市规则》、《上市公司监管指引第5号——上市公司内幕信息知情人登记管 理制度》、《证券及期货条例》（香港法例第 571 章）（以下简称"《证券及期 货条例》"）《香港联合交易所有限公司证券上市规则》等有关法律、法规，并 依据《公司章程》、《公司信息披露管理办法》的有关规定，制定本制度。 第二条 公司董事会应当按照《上市公司监管指引第5号——上市公司内幕信 息知情人登记管理制度》以及证券交易所相关规则要求及时登记和报送内幕信息 知情人档案，并保证内幕信息知情人档案真实、准确和完整，董事长为主要责任 人。董事会秘书负责办理上市公司内幕信息知情人的登记入档和报送事 ...

Core Viewpoint - The company has appointed Grant Thornton Hong Kong Limited as the auditing firm for its H-share issuance and listing on the Hong Kong Stock Exchange, pending approval from the upcoming extraordinary general meeting [1][3]. Group 1: Appointment of Auditing Firm - The company has initiated the process for H-share issuance and has chosen Grant Thornton Hong Kong Limited due to its extensive experience in financial auditing for overseas listings [1][2]. - The board of directors has authorized the chairman or designated personnel to negotiate the appointment details, including audit fees [1]. - The proposal to appoint the auditing firm will be submitted for approval at the company's fourth extraordinary general meeting of 2025 [3]. Group 2: Information about Grant Thornton Hong Kong - Grant Thornton Hong Kong Limited was established on February 7, 2012, and operates as a limited liability company [2]. - The firm has approximately 320 employees, including 22 partners and 115 certified public accountants, and serves various industries such as automotive manufacturing and battery products [2]. - The firm has not faced any criminal or administrative penalties in the past three years, indicating a strong compliance and integrity record [2].

General Principles - The management system for the resignation of directors and senior management of the company is established to regulate the resignation process according to 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, with the resignation effective upon receipt by the board [3][4] - The company must disclose the resignation within two trading days after receiving the resignation report [3] Responsibilities During Transition - Directors and senior management must complete a handover process with designated personnel to ensure business continuity, including transferring unfinished work and relevant documents [4][5] - If there are significant matters such as major investments or financial decisions, the audit committee may initiate a departure audit [5] Post-Resignation Responsibilities and Obligations - Former directors and senior management are prohibited from using their previous positions to interfere with the company's operations or harm the interests of the company and its shareholders [6] - They must continue to fulfill their confidentiality obligations regarding the company's trade secrets until such information becomes public [6] Legal and Compliance Obligations - The company has the right to seek compensation from former directors and senior management for any losses caused by violations of laws or unfulfilled commitments [6] - This management system will take effect upon the company's H-shares listing on the Hong Kong Stock Exchange [6]

Core Points - The company establishes an internal audit system to enhance internal audit work based on relevant laws and regulations [1][2] - The internal audit department is responsible for supervising financial and business activities across all departments and subsidiaries [1][2] - The internal audit department must maintain independence and not be under the leadership of the finance department [2] Internal Audit Structure - The company has an audit department that reports directly to the board of directors and the audit committee [4] - The audit department must have at least three dedicated personnel with relevant professional knowledge [5] - The head of the internal audit department is appointed by the board of directors based on the audit committee's nomination [5] Responsibilities and Authority - The audit committee oversees the internal audit department's work, including reviewing annual audit plans and reporting significant issues to the board [9][10] - The internal audit department is responsible for evaluating the effectiveness of internal controls and compliance with laws and regulations [10][11] - The internal audit department must report quarterly to the board or audit committee on audit plans and findings [4][10] Audit Implementation Measures - The internal audit department conducts audits on significant external investments, asset purchases, and guarantees, focusing on compliance with approval procedures [21][22][23] - The department must also audit the use of raised funds, ensuring they are managed according to regulations and not misappropriated [25] - Audits of financial reports and information disclosures are required to ensure compliance with accounting standards and internal controls [26][27] Internal Control Evaluation - The internal audit department is responsible for evaluating the effectiveness of internal controls related to financial reporting and information disclosure [28][29] - The company must disclose internal control evaluation reports alongside annual reports, ensuring transparency [30][31] - Any significant deficiencies or risks identified must be reported to the audit committee and disclosed to the stock exchange [7][30] Supervision and Management - The company establishes a mechanism for evaluating the performance of internal audit personnel, rewarding those who perform well and penalizing misconduct [32][33] - Violations of internal audit regulations may result in corrective actions or penalties [34] - The internal audit system is subject to revisions based on changes in laws or company regulations [35][36]

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]