北京市天元律师事务所 关于无锡德林海环保科技股份有限公司 2025 年第二次临时股东会的法律意见 京天股字（2025）第 539 号 致：无锡德林海环保科技股份有限公司 无锡德林海环保科技股份有限公司（以下简称"公司"）2025 年第二次临时股东 会（以下简称"本次会议"）采取现场投票与网络投票相结合的方式召开，现场会议 于 2025 年 9 月 5 日下午 14:00 在无锡市滨湖区康乐路 9 号公司会议室召开。北京 市天元律师事务所（以下简称"本所"）接受公司聘任，指派本所律师参加本次会议， 并根据《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》） 《上市公司股东会规则》（以下简称《股东会规则》）以及《无锡德林海环保科技股 份有限公司章程》（以下简称《公司章程》）等有关规定，就本次会议的召集、召开 程序、出席现场会议人员的资格、召集人资格、会议表决程序及表决结果等事项出 具本法律意见。 为出具本法律意见，本所律师审查了《无锡德林海环保科技股份有限公司第四 届董事会第二次会议决议》《无锡德林海环保科技股份有限公司关于召开2025年第 二次临时股东会的通知》（以下简称《召开股东会通知》）以 ...

证券代码：688069 证券简称：德林海 公告编号：2025-043 （四） 表决方式是否符合《公司法》及公司章程的规定，股东会主持情况等。 无锡德林海环保科技股份有限公司 2025 年第二次临时股东会决议公告 本公司董事会及全体董事保证公告内容不存在任何虚假记载、误导性陈述或 者重大遗漏，并对其内容的真实性、准确性和完整性依法承担法律责任。 重要内容提示： 本次会议是否有被否决议案：无 一、 会议召开和出席情况 （一） 股东会召开的时间：2025 年 9 月 5 日 （二） 股东会召开的地点：无锡市滨湖区康乐路 9 号公司会议室 （三） 出席会议的普通股股东、特别表决权股东、恢复表决权的优先股股东及 其持有表决权数量的情况： | 1、出席会议的股东和代理人人数 | 26 | | --- | --- | | 普通股股东人数 | 26 | | 2、出席会议的股东所持有的表决权数量 | 51,510,139 | | 普通股股东所持有表决权数量 | 51,510,139 | | 3、出席会议的股东所持有表决权数量占公司表决权数量的比 | 47.2212 | | 例（%） | | | 普通股股东所持有表决权数量占公司 ...

Core Points - The company has conducted a review of the list of incentive objects for the 2025 restricted stock incentive plan, ensuring compliance with relevant laws and regulations [1][2] - The review confirms that the incentive objects meet the qualifications and conditions set forth in the approved plan [2] Summary by Categories Review Process - The review was conducted by the company's Board of Directors' Compensation and Assessment Committee in accordance with the Company Law, Securities Law, and other relevant regulations [1] - The review focused on the eligibility of the incentive objects as of the grant date [1] Eligibility Criteria - The criteria for disqualifying incentive objects include being recognized as inappropriate by the stock exchange or the China Securities Regulatory Commission (CSRC) within the last 12 months, facing administrative penalties for major violations, and other legal restrictions [1] - The committee confirmed that the incentive objects listed are not subject to any of the disqualifying conditions [2] Conclusion - The committee agrees that the conditions for the incentive objects in the 2025 restricted stock incentive plan are legal and valid, and the grant date for the first award is set for 2025 [2]

Group 1 - The company has implemented an incentive plan involving the allocation of restricted stocks to key personnel, with a total of 337.2696 million shares granted, representing 2.98% of the company's total equity [2] - The allocation of restricted stocks is distributed among various roles, with the largest share going to core technical personnel and management, who received 125.9032 million shares, accounting for 37.33% of the total granted [2] - The reserved portion of the incentive plan consists of 64.0637 million shares, which is 18.99% of the total granted shares [2] Group 2 - The company has confirmed that no individual recipient of the stock incentive plan will exceed 1% of the total equity, and the total number of shares involved in all effective incentive plans will not exceed 20% of the company's total equity [2] - The board of directors has elected Mr. Ma Jianhua as the vice chairman of the company during the same meeting where the incentive plan was discussed [2]

Core Viewpoint - The report outlines the approval and implementation of the 2025 Restricted Stock Incentive Plan for Wuxi Delinhai Environmental Technology Co., Ltd, detailing the necessary procedures and conditions for granting restricted stocks to eligible participants [3][4][14]. Group 1: Approval Process - The incentive plan was approved during the board meeting on July 18, 2025, with subsequent meetings confirming the details and the list of eligible participants [3][4]. - The plan underwent a public disclosure period from July 19 to July 28, 2025, with no objections raised against the proposed participants [4]. - The first extraordinary shareholders' meeting on August 6, 2025, approved the plan and authorized the board to handle related matters [4][5]. Group 2: Granting Details - The first grant date is set for August 28, 2025, with a total of 2.732059 million shares granted, representing 2.42% of the company's total share capital of 113 million shares [6]. - The grant price is established at 11.42 RMB per share, with shares sourced from either repurchased shares or newly issued shares to the participants [6]. - The plan's validity extends up to 48 months, with shares vesting in three phases based on specific timelines and conditions [6][10]. Group 3: Vesting Conditions - The vesting schedule includes 40% of shares vesting after 12 months, 30% after 24 months, and the remaining 30% after 36 months from the grant date [10][12]. - Shares cannot be transferred or used as collateral before they vest, and any additional shares from capital increases will also be subject to the same vesting conditions [12]. Group 4: Impact on Financials - The independent financial advisor recommends that the company account for the costs associated with the incentive plan in accordance with relevant accounting standards, noting potential dilution effects on shareholders [14].

Core Viewpoint - The company plans to utilize temporarily idle raised funds for cash management to enhance fund efficiency while ensuring that the investment projects remain unaffected [1][5][6] Group 1: Fundraising Overview - The company raised a total of RMB 999.264 million through its initial public offering, with a net amount of RMB 929.7129 million after deducting issuance costs [1] - The company has established a special account for the management of raised funds and signed a tripartite supervision agreement with the sponsor and the bank [1] Group 2: Investment Project Status - The total investment amount for the projects funded by the raised funds is RMB 450.167 million, with the same amount planned to be used from the raised funds [2] - The company has decided to change the use of remaining raised funds from specific projects to a new "Lake Ecological Hospital Project," with a balance of RMB 327.0527 million available for this purpose [2] Group 3: Cash Management Plan - The company intends to use up to RMB 350 million of temporarily idle raised funds for cash management, with a maximum duration of 12 months [3] - The cash management will involve purchasing low-risk, high-liquidity investment products, ensuring that these funds are not used for pledging or securities investment [3][4] Group 4: Impact on Operations - The cash management plan will not affect the company's normal operations or the execution of investment projects, and it aims to improve overall performance and returns for shareholders [5] - The board has approved the cash management proposal, ensuring compliance with relevant regulations and maintaining the integrity of the raised funds' intended use [5][6]

Core Viewpoint - The announcement details the first grant of restricted stock under the 2025 Restricted Stock Incentive Plan by Wuxi Delinhai Environmental Technology Co., Ltd, scheduled for August 28, 2025, with a total of 2.732059 million shares to be granted at a price of 11.42 yuan per share [1][8][14]. Summary by Sections 1. Restricted Stock Grant Details - The first grant of restricted stock will occur on August 28, 2025, following the approval of the incentive plan at the company's first extraordinary general meeting of 2025 [1][8]. - A total of 2.732059 million shares will be granted, accounting for 2.98% of the company's total share capital [5][13]. 2. Decision-Making Process - The decision to grant the restricted stock has undergone necessary procedures and disclosures, including reviews by the Board of Directors and the Compensation and Assessment Committee [3][4]. - The list of incentive objects has been publicly disclosed, with no objections received during the public notice period [4][14]. 3. Grant Conditions - The grant is contingent upon the company and the incentive objects meeting specific conditions, including no adverse audit opinions and no disqualifying actions by regulatory bodies [6][7]. - The incentive objects include directors, senior management, core technical personnel, and key middle management, all of whom are expected to directly impact the company's performance [7][14]. 4. Vesting Schedule - The vesting of the granted shares will occur in three phases: 40% after 12 months, 30% after 24 months, and 30% after 36 months from the grant date [10][11]. - The vesting schedule is designed to ensure that shares cannot be transferred or used as collateral before they vest [12]. 5. Accounting Treatment and Impact - The fair value of the restricted stock will be calculated using the Black-Scholes model, and the associated costs will be amortized over the vesting period [15][16]. - The implementation of this incentive plan is expected to enhance employee cohesion and operational efficiency, potentially leading to improved financial performance [16]. 6. Legal and Financial Advisory Opinions - Legal opinions confirm that the grant has received necessary approvals and complies with relevant regulations [17]. - Independent financial advisors have also validated that the grant conditions and procedures align with regulatory requirements [17].

Core Viewpoint - The legal opinion issued by Beijing Tianyuan Law Firm confirms that Wuxi Delinhai Environmental Technology Co., Ltd. has complied with relevant laws and regulations regarding its 2025 restricted stock incentive plan, ensuring that all necessary approvals and authorizations have been obtained [1][10]. Group 1: Approval and Authorization - The company held its third board meeting on July 18, 2025, where it approved the draft of the 2025 restricted stock incentive plan and related proposals [3][5]. - The company conducted an internal announcement of the proposed incentive recipients from July 19 to July 28, 2025, with no objections received during the public notice period [6]. - The first extraordinary shareholders' meeting on August 6, 2025, approved the authorization for the board to handle matters related to the incentive plan [9]. Group 2: Grant Conditions - The board confirmed that no disqualifying events had occurred for the company or the incentive recipients, thus meeting the grant conditions outlined in the management regulations and incentive plan [7][8]. - The legal opinion asserts that the company and the incentive recipients are eligible for the stock grants as per the established criteria [8]. Group 3: Grant Date and Recipients - The board determined August 28, 2025, as the grant date for the restricted stock, following the necessary procedures [9]. - A total of 2,732,059 shares of restricted stock will be granted to 38 recipients at a price of 11.42 yuan per share [9]. Group 4: Information Disclosure - The company will timely disclose relevant resolutions and documents related to the incentive plan as required by regulations [10]. - The legal opinion confirms that the company has fulfilled its current information disclosure obligations and will continue to do so as the incentive plan progresses [10].

Group 1 - The company's revenue significantly declined to 108 million yuan, a year-on-year decrease of 47.35%, and it reported a net loss of 3.09 million yuan, a year-on-year decline of 112.49% [1] - The decline in performance is primarily due to the delay in revenue recognition from large orders that have not yet been accepted, including projects with pending acceptance amounts of 70.8252 million yuan and 42.5003 million yuan [1] - Despite new orders totaling 402 million yuan and a cumulative backlog of approximately 527 million yuan, the low project conversion rate has negatively impacted short-term performance [1] Group 2 - The company's inventory surged to 77.19 million yuan, a year-on-year increase of 368.98%, with 97.6% of the cost related to contract performance, mainly due to increased upfront investments in ongoing projects [1] - High accounts receivable risk is evident, with 738 million yuan in accounts receivable, of which 46.1% are over three years old, including 199 million yuan aged four to five years, leading to increased collection pressure [1] - The company received a warning from the Jiangsu Securities Regulatory Bureau for failing to accurately assess bad debts for clients with significant credit risk changes in its 2023 annual report, resulting in accountability for the former financial officer [1] Group 3 - The company has changed its fundraising project from the original plans for "Lake Eutrophication Monitoring and Early Warning Construction" and "Blue Algae Disposal R&D Center" to the "Lake Ecological Hospital Project," involving 327 million yuan [2] - The reason for the change is attributed to market environment shifts and the company's strategic transition towards an overall lake governance model, focusing on digital twin technology and ecological restoration [2]

Core Viewpoint - The company, Wuxi Delinhai Environmental Technology Co., Ltd., faced regulatory action due to violations in information disclosure related to credit risk assessment of accounts receivable [1] Summary by Relevant Sections Regulatory Action - The China Securities Regulatory Commission's Jiangsu Regulatory Bureau issued a warning letter to the company's Deputy General Manager, Ji Lehua, for failing to fulfill disclosure obligations [1] Violations - Prior to the disclosure of the 2023 annual report, the company identified significant changes in credit risk characteristics of certain clients but continued to assess accounts receivable based on previous aging schedules, which is inconsistent with the requirements of the Accounting Standards for Enterprises [1] - The financial accounting issues affected the accuracy of the information disclosed in the company's 2023 annual report [1] Consequences - The regulatory measure taken was the issuance of a warning letter, which will be recorded in the integrity file of the securities and futures market [1]