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 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]

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 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].

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]

Core Points - The article outlines the establishment and operational guidelines of the Nomination Committee of Greeenmei Co., Ltd, aimed at optimizing the composition of the board of directors and enhancing corporate governance [1][2][3] - The Nomination Committee is responsible for proposing selection criteria and procedures for directors and senior management, searching for candidates, and making recommendations [1][3][9] Section Summaries General Provisions - The Nomination Committee is a specialized working body set up by the board of directors to draft selection standards and procedures for directors and senior management [1] - The committee is tasked with searching for candidates and making recommendations to the board [1] Composition of the Nomination Committee - The committee consists of three directors, with a majority being independent directors [2][4] - The chairperson of the committee is an independent director, elected by committee members and approved by the board [2] Responsibilities and Authority - The committee has the authority to suggest the size and composition of the board based on the company's operational activities, asset scale, and shareholding structure [9] - It is responsible for researching and drafting selection standards for directors and senior management, as well as reviewing and recommending candidates [9] Meeting Procedures - Meetings can be convened by the chairperson or upon proposal by committee members, requiring at least two-thirds of members to be present [11][12] - The committee must maintain confidentiality regarding non-public information discussed during meetings [14] Voting and Decision-Making - Each committee member has one vote, and decisions require a majority approval from all members [19] - If a member has a direct or indirect interest in a matter, they must abstain from voting [21] Additional Provisions - The committee may hire external agencies for decision-making assistance, with costs covered by the company [22] - The working rules are subject to interpretation and revision by the board of directors [24]

格林美股份有限公司 第一章 总 则 第一条 为进一步建立健全格林美股份有限公司（以下简称"公司"）董事（非 独立董事）及高级管理人员的考核和薪酬管理制度，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、规范性文件和《格 林美股份有限公司章程》（以下简称"《公司章程》"）的规定，公司董事会设立薪 酬与考核委员会，并制定本工作细则。 第二条 董事会薪酬与考核委员会是董事会设立的专门工作机构，主要职责为： （一）研究董事与高级管理人员考核的标准，进行考核并提出建议； （二）研究和审查董事、高级管理人员的薪酬政策与方案。 第三条 本工作细则所称董事是指在公司领取薪酬的董事，高级管理人员是指 董事会聘任的总经理、副总经理、董事会秘书、财务总监及经董事会聘任的其他高 级管理人员。 第二章 薪酬与考核委员会的组成 第四条 薪酬与考核委员会成员由三名董事组成，其中独立董事两名。 第五条 薪酬与考核委员会委员（以下简称"委员"）由董事长、过半数独立董 事或者全体董事的三分之一以上提名，并由董事会选举产生。 第九条 薪酬与考核委员会负责制定董事、高级管理人员的考核标准并进行考 核，制定、审查董 ...

Core Points - The establishment of a Strategic Committee aims to enhance the company's core competitiveness and improve decision-making processes [1][2] - The Strategic Committee is responsible for researching and proposing suggestions on the company's development strategy and major investment decisions [1][2] - The committee consists of three directors, including at least one independent director, and is elected by the board [2][3] Structure of the Strategic Committee - The committee is chaired by a director, who is elected from among the committee members and approved by the board [2] - The term of the committee members aligns with that of the board, and members can resign by submitting a written report [2][3] Responsibilities and Authority - The Strategic Committee has the authority to research and propose suggestions on long-term development strategies, major investment decisions, and significant capital operations [3][4] - The committee is accountable to the board and must submit resolutions and related proposals for board review [3][4] Meeting Procedures - Meetings are convened as needed, requiring attendance from at least two-thirds of the committee members to be valid [4][5] - The committee can utilize various meeting formats, including in-person and virtual meetings, and must maintain confidentiality regarding non-public information [4][5] Documentation and Compliance - Meeting records must be kept, and the committee can hire external advisors for decision-making support, with costs covered by the company [5][6] - The working rules of the committee will be revised as necessary to comply with relevant laws and regulations [6]

Core Viewpoint - The company has established a set of regulations to enhance its governance, improve internal control, and ensure high-quality information disclosure, particularly to protect the rights of all shareholders, especially minority shareholders [1]. Group 1: Governance and Oversight - The audit committee is responsible for overseeing the preparation and disclosure of the annual report, ensuring compliance with relevant laws and regulations [1]. - Audit committee members are required to actively participate in training organized by regulatory bodies to stay updated on annual report requirements [1][2]. - The audit committee must communicate with the auditing firm regarding the audit plan, team composition, risk assessment, and key audit areas before the audit begins [2]. Group 2: Reporting and Communication - After the fiscal year ends, the management must report the company's operational status and significant developments to the audit committee [2]. - The audit committee is tasked with reviewing the financial statements prepared by the company before the auditors commence their work and providing written opinions [2][3]. - The audit committee must meet with the auditors to discuss any issues identified during the audit process before the final audit opinion is issued [2][3]. Group 3: Audit Committee Responsibilities - The audit committee must ensure that the financial reports and internal control evaluations are approved by a majority of its members before submission to the board [3]. - The committee should remain vigilant regarding changes in the auditing firm, especially if there are multiple changes within a short period or if the proposed firm has a history of quality issues [3]. - The designated board secretary is responsible for facilitating communication between the audit committee, the auditing firm, and the management [4]. Group 4: Confidentiality and Compliance - Audit committee members are obligated to maintain confidentiality during the annual report preparation and review process to prevent insider trading and information leaks [5]. - During the annual report period, committee members are prohibited from trading the company's stock [5]. - The regulations will take effect upon approval by the company's board of directors and will be interpreted by the board [5].