格林美股份有限公司第七届董事会第六次会议决议公告

Group 1 - The company held its seventh board meeting on August 21, 2025, with all six directors present, and the meeting was deemed valid [2] - The board approved the proposal to amend the company's articles of association and related rules, eliminating the supervisory board and transferring its responsibilities to the audit committee [3][4] - The board agreed to issue H-shares and list them on the Hong Kong Stock Exchange to enhance the company's global strategy and brand image [6][8] Group 2 - The H-share issuance will involve ordinary shares with a par value of RMB 1.00, and the issuance will be conducted within 24 months following shareholder approval [9][10] - The maximum number of H-shares to be issued will not exceed 15% of the total share capital post-issuance, with an option for an additional 15% for over-allotment [12] - The pricing of the shares will be determined based on market conditions and investor demand, following international practices [13] Group 3 - The funds raised from the H-share issuance will be used for capacity building in key metal resources, overseas R&D, global marketing center construction, and working capital [18] - The board will have the authority to adjust the use of raised funds based on regulatory feedback and operational needs [28] - The board approved the establishment of a profit distribution plan for retained earnings prior to the H-share issuance [31] Group 4 - The board confirmed the roles and functions of directors post-issuance, with specific roles assigned to executive and independent non-executive directors [40][41] - The audit committee's composition was adjusted to enhance governance following the H-share issuance [43] - The company plans to purchase directors and officers liability insurance to mitigate management risks associated with the H-share issuance [45][46] Group 5 - The company will appoint an auditing firm for the H-share issuance, specifically Crowe (Hong Kong) CPA Limited, to provide necessary reports and opinions [47] - A report on the use of previously raised funds was prepared and verified by the auditing firm, detailing the status as of December 31, 2024 [48]