Core Viewpoint - The document outlines the governance structure and responsibilities of independent directors at Guangdong Deguan Film New Materials Co., Ltd, emphasizing their role in protecting the interests of minority shareholders and ensuring corporate compliance with laws and regulations [1][2]. Group 1: Independent Director Definition and Responsibilities - Independent directors must not hold any other positions within the company and should have no direct or indirect interests that could affect their judgment [1][2]. - They are required to fulfill their duties with loyalty and diligence, participating in decision-making and providing professional advice to protect the overall interests of the company and minority shareholders [2][3]. Group 2: Qualifications and Appointment of Independent Directors - Independent directors must maintain independence and cannot be individuals with significant relationships or interests in the company [4][5]. - The board must ensure that independent directors constitute at least one-third of the board, including at least one accounting professional [2][4]. Group 3: Duties and Powers of Independent Directors - Independent directors are responsible for participating in board decisions, supervising potential conflicts of interest, and providing objective advice to enhance decision-making [10][11]. - They have the authority to independently hire external consultants for audits or consultations and can propose meetings to address significant issues [10][11]. Group 4: Communication and Reporting - Independent directors must maintain open communication with the board and management, ensuring they receive timely and adequate information to perform their duties effectively [18][19]. - They are required to submit annual reports detailing their performance and responsibilities to the shareholders [36]. Group 5: Support and Compensation - The company must provide necessary resources and support for independent directors to fulfill their roles, including access to information and professional advice [17][18]. - Independent directors are entitled to compensation that reflects their responsibilities, which must be approved by the shareholders [43].

General Provisions - The purpose of the system is to standardize the election and appointment of directors and senior management of Guangdong Deguan Film New Materials Co., Ltd. to adapt to the company's medium and long-term development strategy and major investment decision needs [2][3] - The system is established in accordance with relevant laws, regulations, and the company's articles of association [2][3] Committee Composition - The Board Nomination and Development Strategy Committee consists of more than three directors, with independent directors accounting for more than half [3][4] - The committee is chaired by an independent director, who is elected by the committee members and approved by the board [4][5] Responsibilities and Authority - The committee is responsible for formulating selection criteria and procedures for directors and senior management, reviewing candidates' qualifications, and researching the company's medium and long-term development strategy and major investment decisions [9][10] - The committee must submit proposals to the board regarding the nomination or dismissal of directors and the hiring or firing of senior management [9][10] Review Procedures - The committee conducts research on the selection conditions and procedures for directors and senior management based on relevant laws and the company's actual situation [13][14] - The committee is required to gather information on potential candidates, including their professional background and qualifications, and submit recommendations to the board [14][15] Meeting Rules - Committee meetings require the presence of at least two-thirds of the members to be valid, and decisions must be approved by a majority [20][21] - Meetings can be held in various formats, including in-person, video, or telephonic, and must be documented accurately [21][22][26] Miscellaneous - The system is subject to modification and interpretation by the board and will take effect upon approval [30][31]

General Provisions - The company establishes rules to regulate the behavior of the board secretary and improve corporate governance structure [1] - The board secretary acts as the designated liaison between the company and the Shenzhen Stock Exchange [1] Appointment and Qualifications of the Board Secretary - The board secretary must possess necessary financial, management, and legal knowledge, along with good professional ethics [2] - Certain individuals are prohibited from serving as board secretary, including those under market bans or recent administrative penalties [2] Responsibilities and Duties of the Board Secretary - The board secretary is responsible for coordinating information disclosure, managing investor relations, and preparing board and shareholder meetings [4][5] - The board secretary must ensure compliance with laws and regulations, and report any significant errors or breaches to the Shenzhen Stock Exchange [4][5] Additional Provisions - The company must provide necessary conditions for the board secretary to perform their duties and support their work [5] - The rules will be effective upon approval by the board and will be modified as necessary [6]

证券日报网讯 8月15日晚间，德冠新材发布公告称，公司第五届监事会第八次会议审议通过了《关于公 司2025年半年度报告及摘要的议案》等多项议案。 （文章来源：证券日报） ...

Group 1 - The company, Deguan New Materials, announced the approval of several proposals during the ninth meeting of its fifth board of directors, including the 2025 semi-annual report and summary [2]

Core Viewpoint - The company has announced a delay in the completion dates for two significant projects, indicating potential challenges in project execution and timelines [1] Group 1: Project Delays - The "Functional Film and Functional Masterbatch Expansion and Technical Transformation Project" completion date has been postponed from October 30, 2025, to June 30, 2026 [1] - The "Laboratory and Testing Upgrade Technical Transformation Project" completion date has been postponed from October 30, 2025, to December 31, 2026 [1]

（文章来源：每日经济新闻） 德冠新材（SZ 001378，收盘价：23.33元）8月15日晚间发布半年度业绩报告称，2025年上半年营业收 入约7.36亿元，同比减少2.54%；归属于上市公司股东的净利润约3720万元，同比减少28.27%；基本每 股收益0.28元，同比减少28.21%。 ...

格隆汇8月15日丨德冠新材(001378.SZ)公布2025年半年度报告，上半年公司实现营业收入7.36亿元，同 比下降2.54%；归属于上市公司股东的净利润3720.30万元，同比下降28.27%；归属于上市公司股东的扣 除非经常性损益的净利润3168.16万元，同比下降39.64%；基本每股收益0.28元。 ...

Core Viewpoint - 德冠新材 announced the convening of its fifth board meeting on August 15, 2025, to discuss the profit distribution proposal of its wholly-owned subsidiary [2] Group 1: Company Performance - For the first half of 2025, 德冠新材's revenue composition was entirely from the manufacturing of rubber and plastic products, accounting for 100.0% [2]

招商证券股份有限公司 关于广东德冠薄膜新材料股份有限公司 部分募投项目延期的核查意见 招商证券股份有限公司（以下简称"招商证券"或"保荐机构"） 作为广东 德冠薄膜新材料股份有限公司（以下简称"德冠新材"或"公司"） 首次公开发 行股票并上市及持续督导的保荐机构，根据《证券发行上市保荐业务管理办法》 《上市公司监管指引第 2 号——上市公司募集资金管理和使用的监管要求》《深 圳证券交易所股票上市规则》及《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》等有关规定，对德冠新材部分募投项目延期事项进 行了核查，具体情况如下： 一、募集资金基本情况 经深圳证券交易所上市审核委员会 2023 年第 31 次会议审议通过和中国证 券监督管理委员会《关于同意广东德冠薄膜新材料股份有限公司首次公开发行股 票注册的批复》（证监许可〔2023〕1717 号）同意注册，公司首次向社会公众公 开发行人民币普通股（A 股）33,333,600.00 股，每股面值 1.00 元，每股发行价格 31.68 元，募集资金总额为人民币 1,056,008,448.00 元，扣除承销及保荐费用合计 76,038,532 ...