Board Restructuring Announcement - The company is conducting a board restructuring as the term of the third board is about to expire, with plans to form a fourth board consisting of 7 directors, including 4 non-independent and 3 independent directors [1][2] - The board has nominated candidates for the fourth board, including Hu Mingming, Sun Yang, Ma Jianhua, and Xu Jinjian as non-independent directors, and Wang Yan, Guo Yu, and Ji Runzhi as independent directors, with Guo Yu being a professional accountant [1][2] Candidate Qualifications - All independent director candidates have completed the necessary training and meet the qualifications as per the Company Law and the company's articles of association [2] - The independent director candidates will be submitted for review by the Shanghai Stock Exchange before being presented to the shareholders' meeting [2] Shareholders' Meeting - A temporary shareholders' meeting will be held to vote on the board restructuring, with both non-independent and independent directors elected through a cumulative voting system [2] - The new board members will assume their roles for a three-year term starting from the date of approval at the shareholders' meeting [2] Current Board's Performance - The current board has been diligent and has contributed positively to the company's operations and development during their tenure [3]

Core Viewpoint - The document outlines the management system for the shares held by shareholders, directors, and senior management of Wuxi Delinhai Environmental Technology Co., Ltd, emphasizing compliance with relevant laws and regulations regarding shareholding and trading activities [1][2][3]. Summary by Sections General Principles - The management system is established to enhance the management of shares held by shareholders, directors, and senior management in accordance with the Company Law and Securities Law of the People's Republic of China [1][2]. - The system applies to shares registered under the names of shareholders, directors, and senior management, including those held in multiple accounts [2][3]. Shareholder Share Change Rules - Major shareholders are prohibited from reducing their holdings under specific circumstances, such as being under investigation for securities violations or having received administrative penalties [5][6]. - The system specifies that major shareholders and actual controllers cannot reduce their holdings if the company is under investigation or has been publicly reprimanded [5][6][8]. Director and Senior Management Share Change Rules - Directors and senior management are restricted from reducing their holdings under certain conditions, including leaving the company within six months or being involved in securities violations [15][16]. - There are specific periods during which directors and senior management cannot trade shares, particularly around the announcement of financial reports [16][17]. Reporting and Disclosure Requirements - Directors and senior management must notify the company of their trading plans in writing and cannot proceed without feedback from the company secretary [12][13]. - Any shareholding changes must be reported to the stock exchange within two trading days [13][14]. Responsibilities and Penalties - The document outlines the responsibilities of directors and senior management to prevent insider trading and the consequences of violating trading regulations [30][31]. - Violations may result in penalties ranging from warnings to legal action, depending on the severity of the breach [31][32].

Group 1 - The company has decided to abolish the supervisory board and amend its articles of association, which will be submitted for approval at the shareholders' meeting [1][2] - The supervisory board's responsibilities will be transferred to the audit committee of the board of directors [1][2] - The amendments to the articles of association aim to comply with the latest laws and regulations [1][2] Group 2 - The articles of association will be revised to ensure the protection of the rights of shareholders, employees, and creditors [2][4] - The company will no longer have a supervisory board, and relevant rules will be abolished accordingly [1][2] - The legal representative of the company will be the chairman, and the company will determine a new legal representative within 30 days if the chairman resigns [2][4] Group 3 - The company’s total assets will be divided into equal shares, and shareholders will be liable for the company's debts only to the extent of their subscribed shares [2][4] - The issuance of shares will adhere to principles of openness, fairness, and justice, ensuring equal rights for all shareholders of the same category [2][4] - The company will not provide financial assistance for acquiring its shares, except for employee stock ownership plans [2][4]

Core Viewpoint - The nomination of Mr. Ji Runzhi as an independent director candidate for the fourth board of Wuxi Delinhai Environmental Protection Technology Co., Ltd. has been made, emphasizing his qualifications and independence [1][4]. Summary by Relevant Sections Nomination and Qualifications - Mr. Ji Runzhi has been nominated as an independent director candidate and has agreed to the nomination, demonstrating a thorough understanding of his professional background and qualifications [1]. - The nominee possesses basic knowledge of listed company operations and has over five years of relevant work experience in law, economics, accounting, finance, or management [1]. Compliance with Regulations - The nominee meets the requirements set forth by various laws and regulations, including the Company Law of the People's Republic of China and the Management Measures for Independent Directors of Listed Companies by the China Securities Regulatory Commission [1][2]. Independence Criteria - The nominee is independent and does not fall under any disqualifying conditions, such as holding significant shares in the company or having close relationships with major stakeholders [2][3]. - The nominee has not been subject to any administrative or criminal penalties by the China Securities Regulatory Commission in the last 36 months [3]. Additional Conditions - The nominee has not served as an independent director in more than three domestic listed companies concurrently and has not served in Wuxi Delinhai Environmental Protection Technology Co., Ltd. for more than six years [4]. - The nominee has passed the qualification review by the nomination committee of the company's third board and has no conflicts of interest that could affect his independent performance [4].

General Principles - The rules aim to improve the governance structure of Wuxi Delinhai Environmental Technology Co., Ltd. and standardize the decision-making process of the board of directors [1] - The board of directors is responsible for managing the company's assets and is the decision-making body for the company [1] Powers of the Board - The board has various powers including convening shareholder meetings, executing resolutions, deciding on business plans, and formulating profit distribution plans [1] - The board is also responsible for major corporate actions such as capital changes, mergers, and internal management structure [1] Board Meetings - Board meetings can be regular or temporary, with at least two meetings held annually [2] - The board must convene a temporary meeting under specific circumstances, such as proposing amendments to the articles of association or managing information disclosure [2][4] Meeting Notifications - Notifications for regular and temporary meetings must be sent out at least ten days and three days in advance, respectively [5] - In urgent situations, temporary meetings can be called without the usual notice period if all directors agree [5] Attendance and Voting - A quorum requires more than half of the directors to be present for a meeting to be valid [7] - Directors must attend personally or delegate their voting rights through a written proxy [8] Meeting Procedures - Meetings are primarily held in person, but can also be conducted via video or phone under certain conditions [9] - Proposals not included in the meeting notice cannot be voted on unless all attending directors agree [10] Decision-Making - Decisions require a majority vote from the attending directors, with specific rules for certain types of resolutions [12] - In cases of conflict of interest, affected directors must abstain from voting [46][47] Record Keeping - The board secretary is responsible for maintaining detailed records of meetings, including attendance, agenda, and voting results [51][52] - Meeting records must be signed by attending directors, and any dissenting opinions should be documented [53] Implementation of Resolutions - Directors are accountable for the board's resolutions, and those who dissent but record their objections may be exempt from liability [18]

Core Points - The document outlines the compensation management system for the board of directors and senior management of Wuxi Delinhai Environmental Technology Co., Ltd, aiming to establish an effective incentive and restraint mechanism to enhance work motivation and management efficiency [1][2]. Chapter Summaries Chapter 1: General Principles - The compensation for directors and senior management is based on the company's operational and management performance, integrating the completion of operational plans, responsibilities, and personal development [1]. - The principles of compensation distribution include transparency, alignment with company performance, long-term interests, and matching responsibilities with rights and benefits [1]. Chapter 2: Management Structure - The Compensation and Assessment Committee of the board is responsible for evaluating directors and senior management and initially determining compensation plans [2]. - Compensation plans for directors require board approval and must be submitted to the shareholders' meeting for review, while senior management's annual compensation plans are submitted to the board for approval [2]. Chapter 3: Compensation Composition and Standards - Independent directors receive a fixed monthly allowance approved by the shareholders' meeting, with no additional compensation or benefits [3]. - Non-independent directors receive compensation based on their other roles within the company, while senior management's compensation consists of a base salary, performance-based pay, and other benefits [3]. Chapter 4: Compensation Adjustment - The compensation system for directors and senior management should align with the company's strategic development and adjust according to changes in operational conditions [4]. - Factors influencing compensation adjustments include profitability, operational scale, personal role changes, organizational structure adjustments, industry salary trends, and inflation [4]. Chapter 5: Compensation Distribution - Independent directors' allowances are paid monthly, while the timing and method of payment for senior management and directors are determined by the company's payroll system [5]. - Compensation is calculated on a pre-tax basis, with deductions for personal income tax and social insurance [5]. - In cases of resignation or changes in position, compensation is calculated based on actual tenure and performance [5]. Chapter 6: Supplementary Provisions - Any matters not covered by this system will follow national laws, regulations, and the company's articles of association [6]. - The board of directors is responsible for interpreting this system, which takes effect upon approval by the shareholders' meeting [7].

General Information - Wuxi Delinhai Environmental Protection Technology Co., Ltd. was established as a joint-stock company in accordance with the Company Law and other relevant regulations [2][3] - The company was formed by the overall change of Wuxi Delinhai Algae Water Separation Technology Development Co., Ltd., inheriting all rights and obligations [2] - The company obtained approval from the China Securities Regulatory Commission for public stock issuance on July 1, 2020, and listed on the Shanghai Stock Exchange on July 22, 2020, with an initial public offering of 14.87 million shares [2][3] Company Structure - The registered capital of the company is RMB 113 million [3] - The company is a permanent joint-stock company, with the chairman serving as the legal representative [3] - The legal representative's civil activities conducted in the name of the company will have legal consequences borne by the company [3] Business Objectives and Scope - The company's business objective is to operate independently under national macro-control, focusing on technological advancement to develop high-tech, high-quality products, enhancing economic and social benefits [4] - The business scope includes blue-green algae treatment technology integration, environmental protection equipment R&D, water pollution control, and various environmental consulting services [4][5] Share Issuance and Management - The company issues shares in the form of stocks, adhering to principles of openness, fairness, and justice [6] - The total number of shares issued at the establishment was 20 million, with a par value of RMB 1 per share [6] - The company has issued a total of 113 million shares, all of which are ordinary shares [6][7] Shareholder Rights and Responsibilities - Shareholders have rights proportional to their shareholdings, including profit distribution, voting rights, and the right to request meetings [14][15] - Shareholders are obligated to comply with laws and the company’s articles of association, and they cannot withdraw their capital except as legally permitted [42][43] Governance and Decision-Making - The company’s board of directors is responsible for convening shareholder meetings and making significant decisions, including capital increases, profit distribution, and major asset transactions [47][48] - Shareholder meetings can be called by the board or by shareholders holding more than 10% of the shares [25][26] Financial Management - The company must seek shareholder approval for external guarantees exceeding 10% of the latest audited net assets [48][49] - Financial assistance provided by the company must also be approved by the board and shareholders if it exceeds certain thresholds [49]

Core Viewpoint - The document outlines the information disclosure management system of Wuxi Delinhai Environmental Protection Technology Co., Ltd, emphasizing the importance of timely, accurate, and complete information disclosure to protect the rights of investors and stakeholders [1][2]. Group 1: General Principles - The purpose of the information disclosure management system is to regulate the disclosure behavior of the company and its information disclosure obligors, ensuring compliance with relevant laws and regulations [1]. - Information disclosure is defined as the act of publicly announcing information that may significantly impact the trading price of the company's stocks and derivatives within a specified timeframe [1][2]. - Information disclosure obligors include the company, its directors, senior management, core technical personnel, shareholders, actual controllers, and other relevant parties [1]. Group 2: Disclosure Obligations - Information disclosure obligors must fulfill their disclosure obligations in a timely manner, ensuring that the information is true, accurate, complete, and clear [2]. - Insider information must not be disclosed or leaked before it is legally disclosed, and no one is allowed to use such information for insider trading [2]. - All investors must have equal access to significant information, and private disclosures to specific individuals are prohibited [2][3]. Group 3: Disclosure Content and Standards - The company must disclose periodic reports, including annual, semi-annual, and quarterly reports, within specified timeframes [4][5]. - The content of periodic reports must be approved by the board of directors and audited by a qualified accounting firm [5][6]. - The company must issue performance forecasts if it anticipates significant changes in operating performance [6][8]. Group 4: Management of Disclosure Affairs - The board of directors is responsible for overseeing the information disclosure work, with the board secretary acting as the direct responsible person [19][20]. - The securities department is the permanent institution responsible for handling information disclosure affairs [20][21]. - The company must establish effective mechanisms to ensure that the board secretary is promptly informed of significant information [20][21]. Group 5: Confidentiality Measures - Information insiders are required to maintain confidentiality regarding undisclosed information and are prohibited from trading based on such information [23][24]. - The company must implement confidentiality agreements with information insiders to prevent unauthorized disclosure [23][24]. - In the event of a leak or abnormal trading, the company must take immediate measures to disclose relevant information [24][25]. Group 6: Accountability and Penalties - Directors and senior management are responsible for the truthfulness, accuracy, completeness, and timeliness of information disclosures [26][27]. - Serious violations of disclosure obligations may result in penalties, including dismissal and legal consequences [27]. - The audit committee is tasked with supervising the implementation of the information disclosure management system [27].

Core Viewpoint - The independent financial advisor report on Wuxi Delinhai Environmental Technology Co., Ltd.'s 2025 Restricted Stock Incentive Plan outlines the plan's compliance with relevant laws and regulations, its feasibility, and its potential positive impact on the company's sustainable operation and shareholder equity. Group 1: Incentive Plan Overview - The incentive plan aims to grant restricted stocks to a total of 38 individuals, accounting for 2.98% of the company's total share capital of 113 million shares [5][7][29] - The plan includes key personnel such as the actual controller, Hu Mingming, who holds multiple significant roles within the company, emphasizing his critical contribution to the company's operations [5][17] - The total number of restricted stocks to be granted is 3,372,696 shares, with 2,732,059 shares for the initial grant and 640,637 shares reserved for future allocation [7][29] Group 2: Granting and Vesting Conditions - The vesting schedule includes three phases: 40% after 12 months, 30% after 24 months, and 30% after 36 months from the grant date [10][30] - The grant price for the restricted stocks is set at 11.42 RMB per share, which is approximately 50.02% of the stock's trading average on the day before the announcement [14][29] - The plan stipulates that the granting of stocks is contingent upon meeting specific performance targets, including revenue thresholds for the years 2025 to 2027 [21][35] Group 3: Compliance and Feasibility - The plan complies with the relevant regulations, including the Management Measures and Listing Rules, ensuring that the total number of stocks granted does not exceed 20% of the company's total share capital [25][29] - The independent financial advisor confirms that the plan's execution will not harm the interests of the company or its shareholders, aligning the interests of employees with those of shareholders [29][30] - The funding for the stock purchase will come solely from the participants, with no financial assistance from the company [25][26] Group 4: Impact on Company and Industry - The implementation of the incentive plan is expected to enhance the company's competitive edge in the environmental governance sector, particularly in lake and reservoir management [16][28] - The plan is designed to motivate core personnel, thereby improving the company's ability to respond to industry challenges and market fluctuations [17][28] - The company aims to leverage its expertise in ecological restoration and water management to contribute to national environmental goals, aligning with the "dual carbon" objectives [16][28]

无锡德林海环保科技股份有限公司 董事会薪酬与考核委员会 关于公司 2025 年限制性股票激励计划（草案）的核查意见 无锡德林海环保科技股份有限公司（以下简称"公司"） 董事会薪酬与考 核委员会依据《中华人民共和国公司法》（以下简称"《公司法》"）、《中 华人民共和国证券法》（以下简称"《证券法》"）、《上市公司股权激励管 理办法》（以下简称"《管理办法》"）、《上海证券交易所科创板股票上市 规则》（以下简称"《上市规则》"）、《科创板上市公司自律监管指南第 4 号——股权激励信息披露》等相关法律、法规及规范性文件和《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》"）的有关规定，对公 司《2025 年限制性股票激励计划（草案）》（以下简称"《激励计划》"）进 行了核查，发表核查意见如下： 情形，包括：（1）最近一个会计年度财务会计报告被注册会计师出具否定意见 或者无法表示意见的审计报告；（2）最近一个会计年度财务报告内部控制被注 册会计师出具否定意见或无法表示意见的审计报告；（3）上市后最近 36 个月 内出现过未按法律法规、公司章程、公开承诺进行利润分配的情形；（4）法律 法规规定不得实行股权 ...