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德林海: 申港证券股份有限公司关于无锡德林海环保科技股份有限公司2025年限制性股票激励计划首次授予相关事项之独立财务顾问报告

Core Viewpoint - The report outlines the approval and implementation of the 2025 Restricted Stock Incentive Plan for Wuxi Delinhai Environmental Technology Co., Ltd, detailing the necessary procedures and conditions for granting restricted stocks to eligible participants [3][4][14]. Group 1: Approval Process - The incentive plan was approved during the board meeting on July 18, 2025, with subsequent meetings confirming the details and the list of eligible participants [3][4]. - The plan underwent a public disclosure period from July 19 to July 28, 2025, with no objections raised against the proposed participants [4]. - The first extraordinary shareholders' meeting on August 6, 2025, approved the plan and authorized the board to handle related matters [4][5]. Group 2: Granting Details - The first grant date is set for August 28, 2025, with a total of 2.732059 million shares granted, representing 2.42% of the company's total share capital of 113 million shares [6]. - The grant price is established at 11.42 RMB per share, with shares sourced from either repurchased shares or newly issued shares to the participants [6]. - The plan's validity extends up to 48 months, with shares vesting in three phases based on specific timelines and conditions [6][10]. Group 3: Vesting Conditions - The vesting schedule includes 40% of shares vesting after 12 months, 30% after 24 months, and the remaining 30% after 36 months from the grant date [10][12]. - Shares cannot be transferred or used as collateral before they vest, and any additional shares from capital increases will also be subject to the same vesting conditions [12]. Group 4: Impact on Financials - The independent financial advisor recommends that the company account for the costs associated with the incentive plan in accordance with relevant accounting standards, noting potential dilution effects on shareholders [14].