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 年第一次临时股东大会的法律意见 京天股字（2025）第 503 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 年第一次临时股东 大会（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 8 月 6 日下午 13:00 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三 届董事会第二十六次会议决议公告》、《无锡德林海环保科技股份有限公司第三届监 事会第二十次会议决议公告》、《无锡德 ...

证券代码：688069 证券简称：德林海 公告编号：2025-029 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 计划首次激励对象名单的公示情况说明及核查意见 本公司及全体薪酬与考核委员会委员保证本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。 无锡德林海环保科技股份有限公司（以下简称"公司"）于2025年7月18日召 开第三届董事会第二十六次会议、第三届监事会第二十次会议，审议通过了《关 于<公司2025年限制性股票激励计划（草案）>及其摘要的议案》等议案。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》、《上市公司股权激励管理办法》（以下简称"《管 理办法》"）等法律法规的有关规定，对公司2025年限制性股票激励计划（以下 简称"本次激励计划"）的首次激励对象名单在公司内部进行了公示，公司董事会 薪酬与考核委员会结合公示情况对首次激励对象名单进行了核查，相关公示情况 及核查情况如下： 一、公示情况 1、公司于2025年7月19日在上海证券交易所 ...

Core Viewpoint - Wuxi Delinhai Environmental Technology Co., Ltd. is holding its first extraordinary general meeting of shareholders in 2025, focusing on the approval of a restricted stock incentive plan and the election of the board of directors [1][2][3]. Meeting Guidelines - The meeting will verify the identity of attendees and requires shareholders to arrive 30 minutes early for registration [2]. - Only registered shareholders and their proxies can participate in the voting process, and latecomers will not be allowed to vote [2][3]. - Shareholders have the right to speak, inquire, and vote during the meeting, but must adhere to the established order and time limits for questions and comments [3][4]. Agenda and Proposals - The meeting agenda includes the election of the board of directors and the proposal for a restricted stock incentive plan [6][7]. - The restricted stock incentive plan proposes to grant 3.372696 million shares, with 2.732059 million shares for initial grants and 640,637 shares reserved [7][11]. - The plan aims to align the interests of shareholders, the company, and key personnel, enhancing long-term development [15][27]. Incentive Plan Details - The incentive plan will utilize second-class restricted stocks, with a grant price set at 11.42 yuan per share [20][27]. - The total number of shares granted represents 2.98% of the company's total share capital, ensuring compliance with regulatory limits [11][20]. - The plan includes a vesting schedule where 40% of shares will vest after 12 months, 30% after 24 months, and the remaining 30% after 36 months [21][24]. Compliance and Oversight - The plan will be managed by the board of directors and supervised by the remuneration and assessment committee to ensure compliance with relevant laws and regulations [16][17]. - The company has committed to not providing financial assistance for the acquisition of shares under this plan [14][29]. Strategic Importance - The implementation of this incentive plan is crucial for attracting and retaining talent, enhancing competitiveness in the environmental technology sector [27][28]. - The company aims to strengthen its position in the water environment governance field, aligning with national strategies for ecological development [27][28].

无锡德林海环保科技股份有限公司 2025年第一次临时股东大会 证券代码：688069 证券简称：德林海 无锡德林海环保科技股份有限公司 2025 年第一次临时股东大会会议资料 2025 年 8 月 1 无锡德林海环保科技股份有限公司 2025年第一次临时股东大会 目 录 | 无锡德林海环保科技股份有限公司 年第一次临时股东大会会议须知 3 2025 | | | --- | --- | | 无锡德林海环保科技股份有限公司 2025 年第一次临时股东大会会议议程 6 | | | 无锡德林海环保科技股份有限公司 2025 年第一次临时股东大会会议议案 8 | | | 议案一：关于《公司 2025 年限制性股票激励计划（草案）》及其摘要的议案 8 | | | 议案二：关于《公司 2025 年限制性股票激励计划实施考核管理办法》的议案 72 | | | 议案三：关于提请公司股东大会授权董事会办理 年限制性股票激励计划相关事宜 2025 | | | 的议案 77 | | | 议案四：关于制订《董事和高级管理人员薪酬管理制度》的议案 79 | | | 议案五：关于取消监事会、修订《公司章程》并办理工商变更登记的议案 80 ...

Core Viewpoint - The company, Delinhai, has developed a "lake ecological hospital" model to address issues like eutrophication and blue-green algae outbreaks in lakes, utilizing a systematic approach of monitoring, diagnosis, treatment, and rehabilitation to restore healthy ecosystems [2][6]. Group 1: Technological Advancements - Delinhai has focused on blue-green algae management since its establishment in 2009, developing a pressurized algae control equipment capable of processing up to 432,000 cubic meters of water daily, with energy consumption only 7% of the first-generation technology [3]. - The company has successfully implemented its technology in the Taihu blue-green algae management project, achieving a significant milestone by ensuring the lake's water quality reaches Class III for the first time in 2024, six years ahead of the planned target [3]. - Delinhai is integrating AI technology into its operations, launching the "Zhongyuzhou Digital Twin Diagnosis System" to enhance lake management through real-time monitoring and algorithmic diagnostics [4]. Group 2: Operational Model - The "lake ecological hospital" model includes a standardized toolkit for diagnosis, blue-green algae prevention, and sediment remediation, allowing for tailored solutions based on specific lake conditions [6]. - The company has transitioned from focusing solely on blue-green algae to a comprehensive management approach, offering full-cycle services from monitoring to rehabilitation [6][7]. - Delinhai's innovative "pay-for-performance" model ensures that clients only pay after achieving satisfactory results in lake management [7]. Group 3: Industry Expansion - Delinhai's ecological hospital model has been successfully applied to over 40 significant lakes and reservoirs in China, with plans to expand to other regions, including the Yangtze River Economic Belt by 2025 [7]. - The company is exploring a circular economy model through the "mud-worm" ecological project, which processes organic waste while promoting resource regeneration [8]. - Delinhai holds 99 patents, including 26 invention patents, and aims to transform environmental management costs into resource regeneration value, aligning with sustainable development goals [8].

Group 1 - The company, Wuxi Delinhai Environmental Technology Co., Ltd., is convening its first extraordinary general meeting of shareholders in 2025 on August 6, 2025 [1][2] - The voting method for the meeting will combine on-site voting and online voting through the Shanghai Stock Exchange network voting system [1][6] - The meeting will discuss several key proposals, including the 2025 Restricted Stock Incentive Plan and the election of the fourth board of directors [5][7] Group 2 - The meeting will take place at the company's conference room located at No. 9 Kang Le Road, Binhu District, Wuxi City, starting at 1:00 PM [5][9] - Shareholders must register to attend the meeting, with specific documentation required for both individual and institutional shareholders [10][11] - The company will provide detailed materials related to the meeting on the Shanghai Stock Exchange website prior to the event [7][8]

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].