Core Viewpoint - The document outlines the independent director working system of Shenzhen Demingli Technology Co., Ltd., aiming to enhance corporate governance and ensure compliance with relevant laws and regulations [1]. Group 1: General Provisions - The independent directors are defined as those who do not hold any other positions in the company and have no relationships that could impair their independent judgment [2]. - The company’s board of directors will consist of three independent directors, including at least one accounting professional [2]. - Independent directors are required to fulfill their duties diligently and loyally to the company and all shareholders [2]. Group 2: Responsibilities and Duties - Independent directors must attend board meetings and specialized committee meetings, actively understand the company's operations, and gather necessary information for decision-making [2][3]. - They are responsible for supervising potential conflicts of interest between the company and its major shareholders, ensuring decisions align with the overall interests of the company [14]. - Independent directors must provide professional and objective advice to enhance the decision-making quality of the board [24]. Group 3: Appointment and Independence - Independent directors must meet specific qualifications, including independence, relevant knowledge, and experience in legal, economic, management, accounting, or finance [4][5]. - Candidates for independent directors must not have any relationships that could compromise their independence, such as being employed by the company or holding significant shares [5][6]. - The company must ensure that independent directors maintain their independence throughout their tenure and report any situations that may affect their independence [11][12]. Group 4: Special Powers and Rights - Independent directors have the authority to independently hire intermediaries for auditing, consulting, or verification of specific company matters [26]. - They can propose the convening of temporary shareholder meetings and request board meetings [26]. - Independent directors must report any significant issues that may harm the company or minority shareholders to the board [29]. Group 5: Work Conditions and Support - The company is required to provide necessary working conditions and support for independent directors to effectively perform their duties [33]. - Independent directors should receive equal access to information as other board members and can communicate with the board secretary regarding meeting materials [34]. - The company must cover the costs incurred by independent directors when hiring intermediaries for their duties [38].

Core Points - The document outlines the work guidelines for the board secretary of Shenzhen Demingli Technology Co., Ltd, aiming to enhance the company's standardized operations and the role of the board secretary [1][2] - The board secretary is a senior management position responsible for the board and must pass a qualification exam recognized by the Shenzhen Stock Exchange [1][2] Section Summaries General Principles - The guidelines are established based on relevant laws and regulations, including the Company Law and Securities Law of the People's Republic of China [1] - The company appoints one board secretary who is a senior management member and is accountable to the board [1] Qualifications of the Board Secretary - The board secretary must have at least a college degree and over three years of experience in secretarial, management, or equity affairs [2] - Essential knowledge in finance, management, and law is required, along with good personal qualities and professional ethics [2] - Individuals with certain disqualifying conditions, such as recent administrative penalties from the China Securities Regulatory Commission, cannot serve as board secretary [2][3] Responsibilities of the Board Secretary - The primary duties include managing information disclosure, investor relations, and coordinating communication with regulatory bodies and stakeholders [3][4] - The board secretary is responsible for organizing board and shareholder meetings, maintaining confidentiality of sensitive information, and ensuring compliance with legal obligations [3][4] Appointment and Dismissal Procedures - The board secretary is nominated by the chairman and appointed or dismissed by the board [4][5] - The company must appoint a new board secretary within three months of the initial public offering or the previous secretary's departure [4][5] - A confidentiality agreement must be signed upon appointment, and the board secretary has the right to report any obstruction in their duties to the Shenzhen Stock Exchange [4][5] Transitional Provisions - In the event of a vacancy, the board must appoint an acting secretary and report to the Shenzhen Stock Exchange [5][6] - The acting secretary must be appointed within three months, and the chairman will assume the role if the vacancy exceeds this period [5][6]

深圳市德明利技术股份有限公司 董事会议事规则 第一章 总 则 董事会议事规则 二〇二五年九月 深圳市德明利技术股份有限公司 董事会议事规则 目 录 深圳市德明利技术股份有限公司 董事会议事规则 深圳市德明利技术股份有限公司 第一条 为了进一步规范深圳市德明利技术股份有限公司（以下简称"公司"） 董事会的议事方式和决策程序，促使董事和董事会有效地履行其职责，提高董事 会规范运作和科学决策水平，根据《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》《上市公司独立董事管理办法》《深圳市 德明利技术股份有限公司章程》（以下简称"《公司章程》"）等有关规定，制 定本规则。 第二条 董事会对股东会负责，行使法律、行政法规、部门规章、《公司章 程》及股东会授予的职权。 第三条 董事会下设董事会办公室，处理董事会日常事务。董事会秘书或者 证券事务代表负责保管董事会印章。 第四条 董事会会议分为定期会议和临时会议。董事会每年应当至少在上下 两个半年度各召开一次定期会议。 第二章 董事会的组成与职权 第五条 公司董事会是公司的常设性决策机构，对股东会负责。董事会在《公 司法》和《公司章程》规定的权限范围 ...

Core Viewpoint - The document outlines the management system for the resignation of directors and senior management personnel at Shenzhen Demingli Technology Co., Ltd, establishing procedures and responsibilities in accordance with relevant laws and regulations [2][3][12]. Summary by Sections General Principles - The management system is designed to regulate the resignation of directors and senior management personnel based on the Company Law, Securities Law, and other relevant regulations [2][3]. Resignation Circumstances and Procedures - Directors and senior management can resign before their term ends by submitting a written report, with the resignation effective upon receipt by the company [4]. - Specific circumstances that disqualify individuals from serving as directors or senior management are outlined, including criminal convictions and financial irresponsibility [4][5]. Responsibilities and Obligations After Resignation - Directors and senior management must adhere to restrictions on share sales for six months post-resignation, with a maximum of 25% of their shares allowed to be sold annually [8][9]. - They are required to report their resignation details to the company within two trading days [7][9]. Commitment Fulfillment - Resigned personnel must continue to fulfill any public commitments made during their tenure, with the company retaining the right to pursue legal action for any breaches [10][11]. Departure Audit - The audit committee may initiate an audit for departing personnel involved in significant financial decisions, with findings reported to the board [11][12]. Miscellaneous Provisions - The document specifies that any unresolved issues related to legal disputes or business matters must be actively managed by the departing personnel [10][11]. - The system is effective upon approval by the board and is subject to modification as necessary [12].

深圳市德明利技术股份有限公司 2025年股票期权激励计划（草案）摘要 股票简称：德明利 证券代码：001309 深圳市德明利技术股份有限公司 激励对象承诺，若公司因信息披露文件中有虚假记载、误导性陈述或者重 大遗漏，导致不符合授予权益或行使权益安排的，激励对象自相关信息披露文 件被确认存在虚假记载、误导性陈述或者重大遗漏后，将由本激励计划所获得 的全部利益返还公司。 （草案）摘要 二○二五年九月 深圳市德明利技术股份有限公司 2025年股票期权激励计划（草案）摘要 声明与承诺 特别提示 一、本激励计划依据《中华人民共和国公司法》《中华人民共和国证券法》 《上市公司股权激励管理办法》《深圳证券交易所上市公司自律监管指南第 1 号——业务办理》等有关法律、行政法规、规范性文件以及《深圳市德明利技 术股份有限公司章程》（以下简称"《公司章程》"）等有关规定制订。 深圳市德明利技术股份有限公司 2025年股票期权激励计划（草案）摘要 二、本激励计划所采用的激励形式为股票期权。股票来源为公司向激励对 象定向发行的本公司人民币 A 股普通股股票。 本公司及全体董事保证本激励计划及其摘要不存在虚假记载、误导性陈述 或重大遗 ...

董事和高级管理人员持有本公司股份 及其变动的管理制度 二〇二五年九月 深圳市德明利技术股份有限公司 董事和高级管理人员持有本公司股份及其变动的管理制度 目 录 深圳市德明利技术股份有限公司 董事和高级管理人员持有本公司股份及其变动的管理制度 深圳市德明利技术股份有限公司 深圳市德明利技术股份有限公司 第二章 信息申报 第五条 公司董事、高级管理人员减持股份应当规范、理性、有序，充分关 注公司及其中小股东的利益。公司应当及时了解董事和高级管理人员减持本公司 股份的情况，主动做好规则提示。 董事和高级管理人员持有本公司股份及其变动的管理制度 第一章 总则 第一条 为加强对深圳市德明利技术股份有限公司（以下简称"公司"或 "本公司"）董事和高级管理人员所持本公司股份及其变动的管理，根据《中华 人民共和国公司法》《中华人民共和国证券法》《上市公司股东减持股份管理暂 行办法》 《上市公司董事和高级管理人员所持本公司股份及其变动管理规则》 《深 圳证券交易所上市公司自律监管指引第 18 号——股东及董事、高级管理人员减 持股份》（以下简称"《减持指引》"）等有关法律、行政法规、部门规章、规 范性文件及《深圳市德明利技术股 ...

Core Points - The core point of the article is the proposed stock option incentive plan for Shenzhen Demingli Technology Co., Ltd. for the year 2025, aimed at attracting and retaining talent while aligning the interests of the company, shareholders, and employees [1][2]. Summary by Sections Incentive Plan Overview - The incentive plan is based on various laws and regulations, including the Company Law and Securities Law of the People's Republic of China [1]. - The plan will utilize stock options as the form of incentive, with a total of 4.82875 million shares involved, representing 2.13% of the company's total share capital [2][18]. Stock Option Details - The initial grant will consist of 3.863 million options, accounting for 80% of the total options, with a reserved portion of 965,750 options [2][18]. - The exercise price for the stock options is set at 80.99 yuan per share [4][25]. Eligible Participants - A total of 294 individuals are designated as eligible participants, including directors, senior management, middle management, core technical staff, and other employees deemed necessary for motivation [4][17]. - Independent directors and shareholders holding more than 5% of the company's shares are excluded from participation [4][16]. Performance Assessment - The plan includes company-level performance assessments based on annual revenue targets for the years 2025, 2026, and 2027 [6][28]. - Individual performance assessments will also be conducted, with ratings ranging from S (outstanding) to D (unsatisfactory), affecting the proportion of options that can be exercised [8][28]. Plan Management and Approval - The plan requires approval from the company's shareholders and will be managed by the board of directors, with a dedicated compensation and assessment committee overseeing its implementation [12][13]. - The plan will be terminated if not implemented within 60 days of shareholder approval [11][20]. Adjustments and Conditions - The stock options will be adjusted in case of corporate actions such as stock splits or dividends [2][5]. - The plan stipulates that no loans or financial assistance will be provided to participants for exercising their options [10][11].

Meeting Information - The company will hold its third extraordinary general meeting of shareholders on September 19, 2025, at 15:00 [1] - The meeting will combine on-site voting and online voting, with specific time slots for online voting provided [1][2] - Shareholders can only choose one voting method, either on-site or online, and duplicate votes will be disregarded [2] Attendance and Voting Rights - All ordinary shareholders registered by the close of trading on the record date are entitled to attend and vote at the meeting [2] - Shareholders who are related to the proposed incentive objects must abstain from voting [2][4] - The meeting will include company directors, supervisors, senior management, and other required attendees [2] Agenda Items - The meeting will discuss several proposals, including: - Changing the company's registered capital and amending the Articles of Association [3][9] - Revising the rules of the shareholders' meeting [3][9] - Approving the 2025 Stock Option Incentive Plan and its management measures [3][9] - Authorizing the board to handle matters related to the stock option incentive plan [3][9] Voting Procedures - Detailed procedures for online voting through the Shenzhen Stock Exchange's systems are provided [5][6] - Shareholders must register for the meeting with appropriate identification and documentation [4][5] Additional Information - The company has provided contact details for inquiries regarding the meeting [5] - Attachments include the specific voting procedures and authorization forms for proxy voting [5][8]

Core Viewpoint - The company has approved the 2025 Stock Option Incentive Plan, which aims to enhance employee motivation and align the interests of shareholders, the company, and the core team for sustainable development [1][2]. Group 1: Meeting Details - The 30th meeting of the second Supervisory Board was held on September 1, 2025, with all three supervisors present, and the meeting complied with legal and regulatory requirements [1]. - The meeting was convened by the chairman of the Supervisory Board, Mr. Li Guoqiang, and included the company’s board secretary, Ms. Yu Haiyan, as an attendee [1]. Group 2: Resolutions Passed - The Supervisory Board approved the 2025 Stock Option Incentive Plan and its summary, stating it aligns with relevant laws and regulations, and will help establish a long-term incentive mechanism [1][2]. - The board also approved the implementation assessment management measures for the stock option plan, emphasizing fairness and transparency, which are in line with legal requirements [2]. - The initial grant of incentive objects under the 2025 Stock Option Incentive Plan was confirmed to comply with legal regulations, ensuring the eligibility of the participants [2][3]. Group 3: Public Disclosure - The company will publicly disclose the names and positions of the incentive objects at least 10 days before the shareholders' meeting, allowing for public feedback [3]. - The Supervisory Board will provide a review of the public feedback and the audit opinions regarding the incentive objects five days prior to the shareholders' meeting [3].

证券代码：001309 证券简称：德明利 公告编号：2025-072 深圳市德明利技术股份有限公司 本公司及董事会全体成员保证信息披露的内容真实、准确和完整，没有 虚假记载、误导性陈述或者重大遗漏。 一、董事会会议召开情况 深圳市德明利技术股份有限公司（以下简称"公司"）第二届董事会第三十 二次会议的会议通知已于 2025 年 8 月 30 日以电子邮件、微信的方式送达给全体 董事，会议于 2025 年 9 月 1 日在公司 24 楼会议室以现场结合通讯表决方式紧急 召开。本次会议应出席董事 7 名，实际出席董事 7 名（其中，董事杜铁军、叶柏 林、独立董事周建国、独立董事曾献君、独立董事杨汝岱以通讯方式出席并表决）， 公司全体监事及高级管理人员列席了本次会议。本次会议的出席人数、召集、召 开程序和议事内容均符合《公司法》等法律、法规和《公司章程》的有关规定， 合法有效。 二、董事会会议审议情况 本次会议由董事长李虎召集和主持。经与会董事认真审议，作出如下决议： （一）审议通过了《关于变更公司注册资本、修订 <公司章程> 并办理工商变 更登记的议案》 董 事 会 同 意 将 公 司 注 册 资 本 由 人 民 ...