交易作价65.5亿元 【导读】富乐德拟购买富乐华100.00%股权，交易作价65亿元 5月21日晚间，富乐德（证券代码：301297）发布公告称，拟向上海申和等59名交易方发行股份、可转换公司债券，购买其持有的富乐华100.00%股权， 并拟向不超过35名特定投资者发行股份募集配套资金。经测算，本次交易构成关联交易，预计构成重大资产重组，不构成重组上市。 富乐德表示，本次交易完成后，富乐华将成为其全资子公司，上市公司在总资产规模、净资产规模、营业收入、净利润等各方面都将大幅提升，有助于增 强上市公司的可持续发展能力和盈利能力。 预计控股股东不变 据披露，本次交易总价合计65.5亿元，其中，以发行股份方式向交易对方支付的交易对价为61.9亿元，股票发行价格为16.30元/股；本次以发行可转换公 司债券方式向交易对方支付的交易对价为3.6亿元，初始转股价格为16.30元/股。 在不考虑配套融资的情况下，假设本次购买资产发行的可转换公司债券未转股和按初始转股价格全部转股两种情形，本次交易前后上市公司股权结构变化 情况如下： 完善半导体产业布局 富乐德是一家泛半导体领域设备精密洗净服务提供商，在本次收购前，该公司已逐 ...

Revenue Performance - For the six months ended June 30, 2023, the company's revenue was approximately RMB 143.6 million, a decrease of about 29.6% compared to approximately RMB 203.9 million for the same period in 2022[10]. - Revenue from government big data software and related services was approximately RMB 142.2 million, down about 26.5% from approximately RMB 193.4 million in the same period last year[11]. - Revenue from low-carbon ecological software and related services was approximately RMB 1.4 million, a significant decrease of about 87.0% compared to approximately RMB 10.5 million in the same period last year[12]. - Revenue for the six months ended June 30, 2023, was RMB 143,553,000, a decrease of 29.6% compared to RMB 203,876,000 in the same period of 2022[78]. - Software product sales contributed RMB 142,448,000, while hardware product sales were RMB 801,000, and service income was RMB 304,000 for the first half of 2023[92]. - The revenue from government big data software and related services was RMB 142,192,000, while low-carbon ecological software and related services generated RMB 1,361,000[92]. Financial Losses and Costs - The company recorded a loss of approximately RMB 22.8 million in segment performance for the six months ended June 30, 2023, compared to a profit of approximately RMB 16.9 million in the same period last year[15]. - The total loss and comprehensive expenses for the six months ended June 30, 2023, amounted to approximately RMB 59.0 million, compared to a profit of approximately RMB 2.5 million for the same period in 2022[23]. - The net loss for the period was RMB 59,001,000, compared to a profit of RMB 2,486,000 in the same period last year, representing a significant decline[78]. - Basic and diluted loss per share was RMB 4.83, compared to earnings of RMB 0.27 per share in the prior year[78]. - The segment loss for the government big data software and related services was RMB 23,902,000, while the low-carbon ecological software segment reported a profit of RMB 1,136,000, resulting in a total segment loss of RMB 22,766,000[96]. - The company recognized an impairment loss of RMB 16,151,000 on trade receivables during the reporting period[96]. Cost Management - The company's sales cost for the six months ended June 30, 2023, was approximately RMB 108.9 million, a reduction of about 17.7% from approximately RMB 132.2 million for the same period in 2022[14]. - Research and development costs increased by approximately 5.0% to RMB 57.5 million for the six months ended June 30, 2023, compared to approximately RMB 54.8 million in the same period last year[16]. - Gross profit margin decreased to 24.2% in 2023 from 35.0% in 2022, reflecting an increase in cost of sales to RMB 108,851,000 from RMB 132,233,000[78]. Cash Flow and Assets - As of June 30, 2023, the company's net current assets were approximately RMB 1,311.8 million, down from approximately RMB 1,356.7 million as of December 31, 2022[24]. - As of June 30, 2023, the net cash inflow from operating activities was approximately RMB 56.6 million, compared to RMB 22.3 million for the same period in 2022, indicating a significant increase[25]. - The group’s cash and cash equivalents amounted to approximately RMB 193.6 million as of June 30, 2023, up from RMB 118.3 million as of December 31, 2022[25]. - The total assets decreased to RMB 2,068,763,000 as of June 30, 2023, from RMB 2,119,175,000 at the end of 2022[80]. - The company reported a net cash increase of RMB 75,221,000 for the period, compared to a decrease of RMB 104,974,000 in the same period last year[84]. - Non-current assets totaled RMB 507,491,000, down from RMB 526,321,000 at the end of 2022[80]. Shareholder Information - As of June 30, 2023, the total number of issued shares of the company is 1,222,384,600 shares[48]. - Long Capital International Limited holds 507,873,400 shares, representing approximately 41.55% of the company's issued share capital[45]. - Alibaba.com Investment Holding Limited, along with its subsidiaries, holds a total of 165,000,000 shares, accounting for 13.50% of the issued share capital[45]. - The stock option plan allows for a total of 100,000,000 shares to be issued, which represents 8.2% of the issued shares[50]. - The stock option plan expired on June 10, 2023, with no options granted during the period leading up to its expiration[56]. - The company aims to attract and retain participants who contribute to its long-term development through the stock option plan[49]. Governance and Compliance - The company has adopted the corporate governance code as per the listing rules, with compliance noted except for the separation of the roles of Chairman and CEO[57]. - The company established an Audit Committee on June 11, 2013, consisting of three independent non-executive directors to oversee financial reporting and risk management[59]. - The company has established a Remuneration Committee to provide recommendations on the remuneration policies for directors and senior management[60]. - The company’s Nomination Committee is responsible for recommending appointments to the board of directors[61]. - The company confirmed that all directors complied with the standard code for securities trading during the six months ending June 30, 2023[66]. - The company’s independent auditor found no issues that would lead to a belief that the financial statements were not prepared in accordance with International Accounting Standards[75]. Legal and Regulatory Matters - The company is potentially liable for damages amounting to approximately RMB 27,906,000 related to a legal dispute, with original shareholders bearing 66.7% of any economic losses incurred[140]. - As of June 30, 2023, the company has recognized a provision for claims amounting to approximately RMB 8,853,000, consistent with the previous reporting period[140]. - The company is currently involved in a second-instance trial regarding a procurement dispute, with a court ruling requiring payment of approximately RMB 7,977,000 plus related costs of approximately RMB 876,000[140]. Research and Development - The group aims to enhance R&D efficiency by increasing investment in intelligent research and development, focusing on new technology integration solutions[38]. - The company plans to leverage artificial intelligence and big data technologies to develop new products tailored for various application scenarios, aiming to capture more market share[38]. - The company reported a significant increase in research and development costs, totaling RMB 57,468,000, up from RMB 54,754,000, representing a growth of 4.9%[104].

香港交易及結算所有限公司及香港聯合交易所有限公司對本公告的內容概不負責， 對其準確性或完整性亦不發表任何聲明，並明確表示，概不就因本公告全部或任何 部分內容而產生或因依賴該等內容而引致的任何損失承擔任何責任。 SINOSOFT TECHNOLOGY GROUP LIMITED 中國擎天軟件科技集團有限公司 （於開曼群島註冊成立的有限公司） （股份代碼：1297） 截至二零二三年六月三十日止六個月 中期業績公告 摘要 • 截至二零二三年六月三十日止六個月，本集團收益錄得約人民幣143.6百萬 元，較截至二零二二年六月三十日止六個月的約人民幣203.9百萬元減少約 29.6%。 • 截至二零二三年六月三十日止六個月的虧損及全面開支總額約為人民幣59.0 百萬元，而截至二零二二年六月三十日止六個月為溢利及全面收入總額約人 民幣2.5百萬元。 • 截至二零二三年六月三十日止六個月的每股基本虧損為人民幣4.83分，而截 至二零二二年六月三十日止六個月為每股基本盈利人民幣 0.27 分。 – 1 – 中期業績 中國擎天軟件科技集團有限公司（「本公司」）董事（「董事」）會（「董事會」）欣然宣佈 本公司及其附屬公司（統稱「本 ...

Financial Performance - The company's revenue for the year ended December 31, 2022, was RMB 572.174 million, a decrease of 2.1% compared to RMB 586.413 million in 2021[8]. - The company reported a loss before tax of RMB 141.996 million for 2022, compared to a profit of RMB 17.611 million in 2021[8]. - Total assets decreased to RMB 2,119.175 million in 2022 from RMB 2,235.073 million in 2021, reflecting a decline of 5.2%[9]. - The company's total equity decreased to RMB 1,794.095 million in 2022 from RMB 1,944.067 million in 2021, a drop of 7.7%[9]. - The company's revenue for the year ended December 31, 2022, was approximately RMB 572.2 million, a decrease of about 2.4% compared to RMB 586.4 million in the same period of 2021[20]. - Revenue from government big data software and related services increased to approximately RMB 545.9 million, up about 7.7% from RMB 506.8 million in 2021, indicating stable market demand[21]. - Revenue from low-carbon ecological software and related services decreased significantly to approximately RMB 26.3 million, down about 67.0% from RMB 79.6 million in 2021, primarily due to reduced demand amid economic pressures[22]. - The company's sales cost for the year was approximately RMB 419.0 million, an increase of about 5.1% from RMB 398.6 million in the previous year, driven by higher capitalized software development costs and system purchases[23]. - Research and development costs rose to approximately RMB 117.2 million, a growth of about 44.2% from RMB 81.3 million in 2021, reflecting increased investment in future government big data products[26]. - The overall segment performance margin decreased to approximately 6.3%, down from about 18.2% in the previous year, with total segment performance amounting to approximately RMB 35.9 million, a decline of about 66.3%[24]. - Other income and gains increased to approximately RMB 35.0 million, up from RMB 16.1 million in 2021, mainly due to gains from the sale of subsidiaries[27]. - The company's net cash inflow from operating activities was approximately RMB 210.6 million, compared to RMB 90.7 million in the previous year, indicating improved cash generation[37]. - The company's total loss and comprehensive expenses amounted to approximately RMB 153.7 million for the year, compared to a profit of approximately RMB 15.0 million in the previous year[33]. - The company recorded a foreign exchange loss of approximately RMB 449,000 for the year ended December 31, 2022, compared to a loss of RMB 294,000 for the previous year, due to the appreciation of RMB against USD and HKD[46]. Strategic Initiatives - The company plans to increase investment in intelligent research and development, particularly in artificial intelligence and integrated platforms, to enhance efficiency and reduce costs[14]. - The demand for government big data products is expected to increase, driven by the government's digital economy development plan, which aims for the core digital economy industry to account for 10% of GDP by 2025[14]. - The company aims to develop solutions that integrate new technologies and enhance cross-system collaboration capabilities to capture a larger market share[14]. - The economic environment has pressured government departments to cut spending, impacting the budget for information technology projects[12]. - The company will closely monitor market trends and adjust strategies flexibly to prepare for future developments[13]. - Future outlook indicates a projected revenue growth of 15% for the next fiscal year, driven by new product launches and market expansion strategies[58]. - The company is investing approximately $10 million in research and development for new technologies aimed at enhancing product offerings[61]. - Market expansion efforts include entering three new regions, which are expected to contribute an additional $5 million in revenue by the end of the fiscal year[62]. - The company has completed a strategic acquisition of a smaller tech firm for $20 million, which will enhance its product capabilities and market reach[60]. - The management team highlighted a 30% increase in sales from the software division, reflecting strong demand in the market[61]. - The company plans to introduce two new software products in Q3 2023, targeting a 10% increase in market share[62]. Corporate Governance - The board of directors did not recommend the payment of a final dividend for the year ended December 31, 2022, consistent with the previous year[47]. - The company has established four committees, including the audit committee, remuneration committee, nomination committee, and investment management committee, to oversee specific aspects of the group's affairs[88]. - The audit committee is composed entirely of independent non-executive directors, ensuring unbiased oversight of financial reporting and risk management[89]. - The board consists of five male and one female member, with ages ranging from 40 to 66 years[102]. - The board of directors confirmed compliance with the corporate governance code throughout the year ending December 31, 2022, with all directors participating in ongoing professional development to enhance their knowledge and skills[82]. - The independent non-executive directors possess high professional skills in accounting, auditing, investment, and information technology, contributing valuable insights to the board's decision-making process[75]. - The company has adopted high standards of corporate governance to protect shareholder interests and enhance corporate value and accountability[66]. - The board will review the structure of the chairman and CEO roles periodically, although currently, they are held by the same individual, Xin Yingmei[69]. - The company has a three-year service contract with executive director Xin Yingmei, effective from July 9, 2022, and with executive director Su Hui, effective from January 1, 2022[78]. - The company has appointed Li Dong as an independent non-executive director effective February 1, 2023, following the passing of Guo Deming[75]. - The nomination committee conducted two meetings to review the independence of independent non-executive directors and the current board structure during the year ending December 31, 2022[93]. - The company has established a corporate risk management framework since 2016, following the COSO framework, to effectively manage various risks[115]. - The company has received various recognitions and certifications in the information technology industry, including being one of the key software enterprises in China's national planning layout[65]. Employee Engagement and Welfare - The company has implemented an employee stock option plan to recognize and incentivize employee contributions[44]. - The company remains focused on maintaining competitive compensation packages and employee training programs to ensure workforce competitiveness[44]. - The total number of employees in 2022 was 418, with 349 male and 69 female employees[172]. - The workforce is predominantly young, with 54.5% of employees under the age of 30[172]. - The company has a structured recruitment process, ensuring fair competition and prioritizing internal candidates for promotions[168]. - Employee welfare is emphasized, with paid leave policies including bereavement leave, marriage leave, and annual leave[173]. - The company organized various employee engagement activities, including family days and fire safety training, to enhance employee morale and safety awareness[177][179]. - The company has established a performance evaluation system to guide decisions on compensation, promotions, and training[175]. - The employee manual outlines rights and responsibilities, ensuring compliance with labor laws and regulations[169]. - The company conducted two employee representative meetings in 2022, with participation from 30 and 31 representatives respectively[176]. - The company is committed to creating a healthy work environment, promoting both physical and mental well-being among employees[179]. - The company emphasizes the importance of employee knowledge and skills for business development and success, providing comprehensive training support including internal and external training programs[182]. - The company has implemented a robust occupational health and safety management system certified by ISO45001, ensuring a safe and healthy work environment, with no complaints or lawsuits related to health and safety laws during the reporting period[185]. Quality Management and Customer Satisfaction - The company has not received any significant complaints related to product quality during the reporting period, indicating a strong commitment to maintaining high standards[195]. - The company follows ISO14001:2015 for environmental management, ensuring systematic and standardized procedures for product manufacturing, quality, health, safety, and recycling[189]. - The company has established a quality management system in accordance with ISO9001:2015, focusing on optimizing product design and quality management processes[192]. - The percentage of products sold or delivered that required recall for safety and health reasons was 0% during the reporting period[199]. - The company prioritizes customer satisfaction by implementing multiple channels for feedback, including surveys and service centers[200]. - Customer service management is a key focus, with the implementation of a satisfaction measurement program to analyze and utilize customer feedback[200].

香港交易及結算所有限公司及香港聯合交易所有限公司對本公告的內容概不負責， 對其準確性或完整性亦不發表任何聲明，並明確表示，概不就因本公告全部或任何 部分內容而產生或因依賴該等內容而引致的任何損失承擔任何責任。 SINOSOFT TECHNOLOGY GROUP LIMITED 中國擎天軟件科技集團有限公司 （於開曼群島註冊成立的有限公司） （股份代碼：1297） 截至二零二二年十二月三十一日止年度 全年業績公告 摘要 • 截至二零二二年十二月三十一日止年度，本集團收益為約人民幣572.2百萬 元，較截至二零二一年十二月三十一日止年度的約人民幣586.4百萬元減少 約2.4%。 • 截至二零二二年十二月三十一日止年度的虧損及全面開支總額為約人民幣 153.7百萬元，而截至二零二一年十二月三十一日止年度為溢利及全面收入 總額約人民幣15.0百萬元。 • 截至二零二二年十二月三十一日止年度的每股基本虧損為人民幣12.50分， 而截至二零二一年十二月三十一日止年度為每股基本盈利人民幣1.29分。 – 1 – 全年業績 中國擎天軟件科技集團有限公司（「本公司」）董事（「董事」）會（「董事會」）欣然宣佈 本公司及其附屬公 ...

Revenue Performance - For the six months ended June 30, 2022, the company's revenue was approximately RMB 203.9 million, a decrease of about 1.4% compared to RMB 206.7 million in the same period of 2021[11]. - Revenue from government big data software and related services was approximately RMB 193.4 million, an increase of about 13.4% from RMB 170.6 million in the same period of 2021[12]. - Revenue from low-carbon ecological software and related services was approximately RMB 10.5 million, a decrease of about 70.9% from RMB 36.1 million in the same period of 2021[13]. - The company's revenue for the six months ended June 30, 2022, was RMB 203,876,000, a decrease of 1.0% compared to RMB 206,716,000 for the same period in 2021[91]. - Total revenue for the six months ended June 30, 2022, was RMB 203,876,000, compared to RMB 206,716,000 for the same period in 2021, representing a decrease of approximately 1.6%[112]. Cost and Expenses - The company's sales cost for the six months ended June 30, 2022, was approximately RMB 132.2 million, a decrease of about 8.3% from RMB 144.3 million in the same period of 2021[15]. - Distribution and selling expenses increased to approximately RMB 12.6 million from RMB 10.1 million in the same period of 2021, due to market expansion efforts outside Jiangsu Province[22]. - General and administrative expenses significantly decreased to approximately RMB 18.0 million from RMB 45.4 million in the same period of 2021, mainly due to the absence of expenses related to share-based payments to employees[23]. - The company incurred total expenses of RMB 12,550,000 in distribution and selling expenses, compared to RMB 10,051,000 in the previous year, reflecting an increase of approximately 24.9%[119]. Research and Development - Research and development costs increased by approximately 34.9% to RMB 54.8 million from RMB 40.6 million in the same period of 2021, reflecting increased investment in future product development[17]. - The company recognized RMB 54,754,000 in research and development costs for the six months ended June 30, 2022, compared to RMB 40,590,000 in the same period of 2021, indicating an increase of approximately 34.7%[129]. Profit and Loss - The total profit and comprehensive income for the six months ended June 30, 2022, was approximately RMB 2.5 million, compared to a loss of approximately RMB 28.6 million for the same period in 2021[25]. - The company reported a profit before tax of RMB 8,248,000, compared to a loss of RMB 30,163,000 in the same period last year[91]. - The net profit attributable to the owners of the company was RMB 3,321,000, a significant recovery from a loss of RMB 28,168,000 in the prior year[91]. - The net profit for the period was RMB 2,486,000, a significant recovery from a net loss of RMB 28,635,000 in the same period of the previous year[119]. Cash Flow - The net cash inflow from operating activities for the six months ended June 30, 2022, was approximately RMB 22.3 million, a significant improvement from a net outflow of RMB 8.5 million for the same period in 2021[27]. - The net cash generated from operating activities for the six months ended June 30, 2022, was RMB 22,347 thousand, compared to a net cash used of RMB (8,474) thousand in the same period of 2021[101]. - The total net cash used in investing activities for the six months ended June 30, 2022, was RMB (130,489) thousand, slightly improved from RMB (132,021) thousand in the prior year[101]. - The financing activities generated a net cash inflow of RMB 3,168 thousand for the six months ended June 30, 2022, compared to a net cash outflow of RMB (256,567) thousand in the same period of 2021[101]. Assets and Liabilities - As of June 30, 2022, the net current assets of the group were approximately RMB 1,475.5 million, slightly down from RMB 1,481.9 million as of December 31, 2021[26]. - Total assets as of June 30, 2022, were RMB 2,033,203,000, slightly up from RMB 2,021,274,000 at the end of 2021[94]. - The company's net asset value increased to RMB 1,950,255,000 from RMB 1,944,067,000 at the end of the previous year[94]. - Trade receivables from third parties increased to RMB 1,342,808 thousand as of June 30, 2022, compared to RMB 1,326,083 thousand as of December 31, 2021, reflecting a growth of 1.3%[150]. - Deferred tax liabilities totaled RMB (82,948) thousand as of June 30, 2022, compared to RMB (77,207) thousand as of December 31, 2021, reflecting an increase in deferred tax liabilities[159]. Share Capital and Dividends - The board of directors does not recommend the distribution of an interim dividend for the six months ended June 30, 2022[44]. - As of June 30, 2022, the total number of issued shares of the company was 1,222,384,600 shares[51]. - The company did not declare any interim dividends for the six months ended June 30, 2022, similar to the previous year[143]. Corporate Governance - The company has complied with all applicable corporate governance code provisions except for the separation of the roles of chairman and CEO, which are held by the same individual[70]. - The audit committee was established on June 11, 2013, to assist the board in overseeing financial reporting and risk management[73]. - The remuneration committee was formed on June 11, 2013, to provide recommendations on the remuneration policies for directors and senior management[74]. - The nomination committee was established on June 11, 2013, to recommend appointments of board members[75]. Strategic Plans - The group plans to enhance research and development efficiency by incorporating artificial intelligence technologies to reduce labor cost pressures[42]. - The group aims to expand its market presence in the government sector by increasing investment in integrated remote service equipment, driven by rising demand for remote services[42]. - The company plans to focus on expanding its software development and system integration services in the Chinese market[104]. - The company has initiated a strategy to enhance its low-carbon ecological software offerings to align with market trends[110]. - The company is exploring potential acquisitions to strengthen its market position and expand its service offerings[110].

Financial Performance - The company's revenue for the year ended December 31, 2021, was RMB 586.41 million, representing an increase from RMB 533.81 million in 2020, marking a year-on-year growth of approximately 9.8%[12] - The net profit for the year was RMB 15.01 million, a significant decrease from RMB 513.35 million in the previous year, primarily due to the impact of discontinued operations[12] - Total assets decreased to RMB 2.24 billion in 2021 from RMB 2.58 billion in 2020, reflecting a decline of about 13.2%[12] - The company's equity attributable to owners decreased to RMB 1.95 billion in 2021 from RMB 2.15 billion in 2020, a reduction of approximately 9.4%[12] - Non-current assets increased to RMB 539.38 million in 2021 from RMB 438.62 million in 2020, indicating a growth of approximately 22.9%[12] - Current assets decreased to RMB 1.70 billion in 2021 from RMB 2.14 billion in 2020, a decline of about 20.5%[12] - The total liabilities decreased to RMB 291.01 million in 2021 from RMB 428.32 million in 2020, a reduction of approximately 32.1%[12] - For the year ended December 31, 2021, the company's revenue from continuing operations was approximately RMB 586.4 million, an increase of about 9.9% compared to approximately RMB 533.8 million for the same period in 2020[24] - Revenue from government big data software and related services for the year ended December 31, 2021, was approximately RMB 506.8 million, up about 9.5% from approximately RMB 462.8 million in the previous year[25] - Revenue from low-carbon ecological software and related services reached approximately RMB 79.6 million, representing a growth of about 12.1% compared to approximately RMB 71.0 million in 2020[26] - The company's sales cost for the year ended December 31, 2021, was approximately RMB 398.6 million, an increase of about 35.3% from approximately RMB 294.5 million in the previous year[27] - The company's segment performance for continuing operations was approximately RMB 106.6 million, a decrease of about 41.8% from approximately RMB 183.1 million for the year ended December 31, 2020[30] - The segment performance profit margin for continuing operations was approximately 18.2%, down from about 34.3% for the previous year[30] - Research and development costs for the year ended December 31, 2021, were approximately RMB 81.3 million, an increase of about 36.1% from approximately RMB 59.7 million in 2020, driven by increased investment in future product development[31] - The group's profit and total comprehensive income for the year ended December 31, 2021, was approximately RMB 15.0 million, compared to approximately RMB 513.4 million for the year ended December 31, 2020[38] Strategic Initiatives - The company has actively invested in research and development to enhance its data service capabilities, responding to market demands and optimizing business strategies[14] - The company aims to maintain stable operations while laying a foundation for long-term development through strategic optimization and R&D investment[14] - The company plans to expand its market presence in the low-carbon sector, targeting key energy-consuming industries such as petrochemicals, chemicals, building materials, and steel during the 14th Five-Year Plan period[20] - The company has integrated machine learning technology into its services, enhancing its ability to match industry data with government service rules and knowledge bases[19] - The company aims to promote its integrated terminal service devices across various government sectors nationwide, increasing coverage in grassroots governments and institutions[21] - The company is considering strategic acquisitions to enhance its market position, with a budget of $100 million allocated for potential deals[61] - The company is investing in R&D, allocating 10% of its revenue towards new technology development[61] - Market expansion plans include entering three new international markets by the end of the fiscal year[61] Corporate Governance - The company confirmed that it has adhered to all applicable corporate governance codes for the year ending December 31, 2021, except for the non-separation of the roles of Chairman and CEO[78] - The company is committed to maintaining high standards of corporate governance to protect shareholder interests and enhance corporate value[77] - The independent non-executive directors have confirmed their independence in accordance with the listing rules, ensuring unbiased oversight of the company[80] - The company has not identified any significant uncertainties that could affect its ability to continue as a going concern for the year ending December 31, 2021[83] - The company has implemented a standard code for securities trading by directors, with all directors confirming compliance throughout the reporting period[79] - The company has a structured approach to market expansion and operational management, led by experienced executives in the information technology sector[71] - The board consists of two executive directors, one non-executive director, and three independent non-executive directors, ensuring over one-third of the board is independent[85] - Independent non-executive directors possess high professional skills in accounting, auditing, investment, and information technology, contributing to independent judgment in board decisions[85] - The company has complied with listing rules regarding the composition of the board, with independent non-executive directors meeting the required qualifications[85] - The company has established a clear process for the appointment, re-election, and removal of directors, ensuring compliance with its articles of association[88] - The board has delegated daily operational authority and responsibilities to management, allowing for effective oversight of the company's operations[84] - The audit committee held two meetings during the year ended December 31, 2021, to discuss audit and financial reporting issues[104] - The nomination committee conducted three meetings to review the independence of independent non-executive directors and the current board structure[107] - The company has established four committees, including the audit committee, remuneration committee, nomination committee, and investment management committee, to oversee specific aspects of the group's affairs[102] - The audit committee is composed of three members, all of whom are independent non-executive directors, ensuring compliance with corporate governance codes[103] - The nomination committee is chaired by an executive director and includes two independent non-executive directors, ensuring a majority of independent members[107] - The company provides sufficient resources to all committees to fulfill their duties and seek independent professional advice when necessary[102] - The nomination policy adopted by the board emphasizes factors such as reputation, experience in the IT industry, and diversity in board composition[109] - The audit committee chairman provides a briefing to the board on significant issues after each meeting[104] - The board has adopted a diversity policy since August 29, 2013, focusing on various factors such as gender, age, cultural background, and professional experience to achieve board diversity[117] - The remuneration committee held three meetings in the year ended December 31, 2021, to review the remuneration of directors and senior management[118] - The investment management committee conducted two meetings in the year ended December 31, 2021, to review the group's investment policies and performance reports[122] Risk Management - The company has established an enterprise risk management framework since 2016, following the COSO framework to effectively manage risks[132] - No significant strategic, operational, financial, or compliance risks were identified for the year ended December 31, 2021[133] - The company has engaged an external consultant to assist in identifying and assessing risks through workshops and interviews[131] - The board has adopted the internal control and risk management improvement measures recommended by the external consultant to enhance the risk management system[131] - The audit committee is responsible for overseeing the effectiveness of the internal control and risk management systems[128] - The company employs a "three lines of defense" governance structure for risk management, with annual assessments of identified risks and updates to the risk register[135] - The board of directors oversees the company's strategic development and sets appropriate risk management policies aligned with strategic goals[137] - The effectiveness of the risk management framework is evaluated at least annually, with regular updates on risk monitoring progress[135] Dividend Policy - The company has adopted a dividend policy to distribute up to 30% of net profit attributable to shareholders as annual dividends, subject to various regulations and approvals[147] - The board will consider factors such as current and future business, profitability, financial condition, and cash needs before recommending dividends[148] - Any undistributed profits in a given year will be retained for future distribution, and profits designated as dividends cannot be reinvested in the company's business[149] Employee Management - The total number of employees in the company is 507, with 94 females and 413 males[196] - Among the employees, 455 are general staff, 42 are department heads, and 10 are company leaders[196] - The age distribution shows that 318 employees are under 30 years old, 151 are between 31-40, 31 are between 41-50, and 7 are between 51-60[196] - The majority of employees (491) are located in the East China region, with only 8 in North China and 1 in Central China[196] - The company has not faced any non-compliance incidents related to labor laws or regulations regarding child and forced labor during the year[195] - The company emphasizes a balanced work-life model and adheres to labor laws to protect employee rights[188] - The company has established a transparent mechanism for evaluating employee performance annually[191] - The company has a postdoctoral research station collaborating with top universities to foster high-end talent[191] - The company has implemented a recruitment management system to ensure quality hiring and effective cost control[189] - The company is committed to opposing child labor and forced labor, ensuring compliance from the recruitment stage[192] - The company has established an employee handbook that clearly outlines employee rights, responsibilities, and obligations during their employment[198] - The company implements a five-day workweek and attendance management system, requiring employees to clock in and out via a mobile office system[198] - Employees enjoy benefits such as social insurance, health check-ups, holiday benefits, paid annual leave, and various team-building activities[198] - A reward and punishment system is in place to recognize employees who create significant economic benefits or improve management practices[198] - Employees can propose beneficial ideas and suggestions to the management, with rewards given for accepted proposals[198] - A workers' representative assembly has been established under the guidance of the company union to facilitate democratic management and decision-making[198] Environmental, Social, and Governance (ESG) - The company’s environmental, social, and governance (ESG) report outlines its strategies and performance in these areas for the year 2021[156] - The company is a leading software product and solution provider in China, focusing on the development and promotion of software products and solutions, including government big data software and low-carbon ecological software[163] - The company has established an ESG working group directly led by the board of directors to enhance the management of ESG matters[170] - The company aims to prepare for China's dual carbon goals of peak carbon emissions by 2030 and carbon neutrality by 2060 through monitoring, analysis, and management of carbon emissions in key energy-consuming industries[169] - The company has received multiple awards, including the "2021 Excellent Software Product" and recognition for its contributions to the digital rural service resource pool in Jiangsu Province[164][166] - The company emphasizes the importance of stakeholder communication, maintaining close relationships with customers, investors, employees, suppliers, and regulatory bodies[175] - The company has committed to sustainable development and actively develops low-carbon ecological software and related services[169] - The board of directors is responsible for approving the company's ESG management policies and reviewing the annual ESG report[174] - The company has maintained consistency in its statistical methods for disclosing data compared to previous years[159] - The company has established relevant ESG goals and will continue to review these goals to improve sustainable development efforts[170] - The company has been recognized for its core competitiveness in the software industry through various evaluations and awards[166]