证券代码：002054 证券简称：德美化工 公告编号：2025-052 广东德美精细化工集团股份有限公司 2025 年第一次临时股东会决议公告 （一）会议召开情况 1、会议召开时间 （1）现场会议召开时间：2025年9月8日（周一）下午15：00 （2）网络投票时间：通过深圳证券交易所交易系统进行网络投票的时间为 2025 年 9 月 8 日 9:15-9:25,9:30—11:30 和 13:00—15:00；通过互联网投票系统投票的时间为 2025 年 9 月 8 日 9:15 —15:00。 2、现场会议召开地点：广东德美精细化工集团股份有限公司 3 楼 301 会议室（广东省佛山市 顺德区容桂街道广珠公路海尾路段 44 号） 3、会议召开方式：现场投票与网络投票表决相结合的方式 本公司及董事会全体成员保证信息披露的内容真实、准确、完整，没有虚假记载、误导性陈述 或者重大遗漏。 特别提示： 1、本次股东会未出现否决议案的情形； 2、本次股东会未涉及变更以往股东会已通过的决议。 一、会议召开和出席情况 出席本次会议的股东及股东授权代理人共 119 人，代表股份 193,448,769 股，占公司有表决权 ...

广东信达律师事务所 股东会法律意见书 中国深圳福田区益田路6001号太平金融大厦11、12层 邮政编码：518038 11&12/F, TaiPing Finance Tower, 6001 Yitian Road, Futian District, SHENZHEN, CHINA 电话(Tel.)：(86 755)88265288 传真(Fax.)：(86 755)88265537 电子邮件(Email)：info@sundiallawfirm.com 网址(Website)：www.sundiallawfirm.com 关于广东德美精细化工集团股份有限公司 2025年第一次临时股东会的 法律意见书 信达会字[2025]第261号 致：广东德美精细化工集团股份有限公司 广东信达律师事务所（以下简称"信达"）接受广东德美精细化工集团股份 有限公司（以下简称"公司"）委托，指派信达律师出席公司2025年第一次临时 股东会（以下简称"本次股东会"），对本次股东会的合法性进行见证，并出具 本《广东信达律师事务所关于广东德美精细化工集团股份有限公司2025年第一次 临时股东会的法律意见书》（以下简称"《股东会法律意见 ...

Group 1 - The core point of the article is that Demei Chemical announced the approval of several proposals, including the authorization for the board to handle matters related to the 2025 employee stock ownership plan [2] Group 2 - The announcement was made during the 11th meeting of the 8th board of directors [2] - The proposals are subject to approval by the shareholders' meeting [2]

Group 1 - The company, Dermei Chemical, announced the approval of the proposal regarding the company and its summary during the ninth meeting of the eighth supervisory board [2]

Core Viewpoint - The company has approved the 2025 Employee Stock Ownership Plan (ESOP) and its management guidelines, aiming to enhance employee engagement and company governance, with the proposal to be submitted for shareholder approval [1][2][3]. Group 1: Board Meeting Details - The 11th meeting of the 8th Board of Directors was held on September 1, 2025, with all 9 directors present, and the meeting was conducted via communication methods [1]. - The meeting's resolutions were passed with unanimous support, with 8 votes in favor and no opposition or abstentions [1][3]. Group 2: Employee Stock Ownership Plan - The company plans to implement the 2025 Employee Stock Ownership Plan to improve the profit-sharing mechanism between employees and owners, thereby enhancing company competitiveness and sustainability [2]. - The plan was discussed in a staff representative meeting prior to the board's review, receiving employee support for its implementation [2]. Group 3: Management Guidelines and Authorizations - The management guidelines for the 2025 Employee Stock Ownership Plan were also approved unanimously, ensuring effective implementation of the plan [3]. - The board has requested authorization from the shareholders to handle all matters related to the employee stock ownership plan, which will be valid until the plan's completion [6]. Group 4: Upcoming Shareholder Meeting - The company has scheduled the second extraordinary general meeting of shareholders for September 17, 2025, to discuss the approved employee stock ownership plan and other related matters [6].

Group 1 - The company is implementing a 2025 employee stock ownership plan, which has been reviewed and approved by the supervisory board in accordance with relevant regulations [1][2] - The plan aims to attract and retain talented management and key employees, enhancing the company's appeal and cohesion while aligning the interests of the company, shareholders, and employees [2] - The supervisory board confirms that the implementation of the employee stock ownership plan will not harm the interests of the company and all shareholders, and there are no forced participation or financial assistance arrangements involved [1][2]

Meeting Overview - The 9th meeting of the 8th Supervisory Board of Guangdong Demei Fine Chemical Group Co., Ltd. was held on September 1, 2025, via communication voting, with all three supervisors present [1] - The meeting was legally convened in accordance with the Company Law of the People's Republic of China and the company's articles of association [1] Agenda Items - The Supervisory Board approved the draft of the 2025 Employee Stock Ownership Plan with a vote of 2 in favor, 0 against, and 0 abstentions, with related supervisor Kong Qingcheng abstaining from the vote [2] - The board confirmed that the Employee Stock Ownership Plan complies with relevant laws and regulations and is beneficial for the company's sustainable development without harming the interests of the company and all shareholders [2][3] Management Guidelines - The 2025 Employee Stock Ownership Plan Management Measures were also approved with a similar voting outcome, ensuring the smooth implementation and standardized operation of the employee stock ownership plan [3] - The management measures are designed to protect the interests of the company and all shareholders [3]

Core Viewpoint - The Guangdong Demai Fine Chemical Group Co., Ltd. has established a 2025 Employee Stock Ownership Plan (ESOP) to enhance employee engagement and align their interests with the company's growth, while ensuring compliance with relevant laws and regulations [1][2]. Summary by Sections General Principles - The ESOP is based on principles of legal compliance, voluntary participation, and risk-bearing by employees [2]. - Participation is open to company directors (excluding independent directors), senior management, supervisors, and core management/technical/business personnel, with a maximum of 1,000 participants [3]. Funding and Stock Source - The funding for the ESOP will come from employees' legal salaries, self-raised funds, and other legally permitted means, without any financial assistance from the company [3]. - The stock for the ESOP will be sourced from shares repurchased by the company, totaling no more than 9,920,205 shares, which represents a specific percentage of the company's total capital [4]. Stock Purchase Price - The purchase price for the repurchased shares under the ESOP is set at 3.31 RMB per share, reflecting a strategy to reward employees for their contributions and to promote the company's sustainable growth [5]. Management Structure - The ESOP will be managed by a management committee authorized by a meeting of the participants, ensuring the protection of their rights and interests [6][9]. - The management committee will consist of three members elected by the participants, with responsibilities including asset management and decision-making regarding stock distribution [9][10]. Duration and Lock-up Period - The ESOP will have a duration of 180 months, starting from the approval date by the shareholders' meeting [13]. - The stock acquired through the ESOP will be unlocked in two phases, with 50% becoming available after 12 months and the remaining 50% after 24 months [14]. Performance Assessment - The ESOP includes performance assessments at both the company and individual levels, with specific profit targets set for 2025 and 2026 based on the previous year's net profit [15][16]. - If performance targets are not met, the corresponding stock rights will be forfeited and returned to the management committee for redistribution [17]. Asset Composition and Distribution - The assets of the ESOP will consist of the rights associated with the stocks held, cash deposits, and any other investment returns [18]. - During the lock-up period, any dividends received will be reinvested into the ESOP and distributed according to the participants' shares after the lock-up period ends [19]. Changes and Termination - The ESOP can be modified or terminated under specific circumstances, including changes in the company's control or other significant corporate events [23][24]. - The management committee has the authority to handle any unforeseen situations that arise during the implementation of the ESOP [23].

Group 1 - The core point of the article is that 德美化工 (002054.SZ) has announced a draft employee stock ownership plan for 2025, which aims to transfer a total of no more than 9,920,205 shares, accounting for 2.06% of the company's total share capital at the time of the announcement [1] - The stock price for the shares to be acquired under this plan is set at 3.31 yuan per share [1] - The total amount of funds to be raised through this employee stock ownership plan is not to exceed 32.8359 million yuan, with each unit of subscription priced at 1.00 yuan, and the maximum number of units capped at 32,835,878.55 [1] Group 2 - The total number of employees participating in this plan is limited to no more than 1,000, including 5 directors (excluding independent directors), senior management, and supervisors, while the remaining participants will not exceed 995 [1] - The duration of the employee stock ownership plan is set for 180 months, starting from the date the plan is approved by the company's shareholders' meeting and the last transfer of the target shares to the plan's name [1]

广东德美精细化工集团股份有限公司 2025 年员工持股计划管理办法 广东德美精细化工集团股份有限公司 2025 年员工持股计划管理办法 第一章 总则 第一条 为规范广东德美精细化工集团股份有限公司（以下简称"公司""德 美化工"）2025 年员工持股计划（以下简称"本员工持股计划"）的实施，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》（以下简称《证 券法》）《关于上市公司实施员工持股计划试点的指导意见》（以下简称《指导意见》） 《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》（以下简 称《规范运作》）《广东德美精细化工集团股份有限公司章程》（以下简称《公司章程》） 《2025 年员工持股计划（草案）》等有关规定，制定《2025 年员工持股计划管理办法》 （以下简称"本办法"）。 第二章 员工持股计划的制定 第二条 员工持股计划的基本原则 （一）依法合规原则 公司实施员工持股计划，严格按照法律、行政法规的规定履行程序，真实、准确、 完整、及时地实施信息披露。任何人不得利用员工持股计划进行内幕交易、操纵证券 市场等证券欺诈行为。 （二）自愿参与原则 公司实施 ...