中国软件与技术服务股份有限公司 2025 年第四次临时股东会会议资料 二〇二五年十二月五日 - 1 - 中国软件与技术服务股份有限公司 2025 年第四次临时股东会会议资料 | | | | 目 录 | | 2 | | --- | --- | --- | | 一、会议议程 | | 3 | | 二、会议须知 | | 5 | | 三、关于聘用 | 2025 年度审计机构的议案 | 6 | | | 四、关于与关联人中国电子共同减资退出参股公司物流数科的议案 | 11 | | | 五、关于子公司麒麟软件拟对外捐赠的议案 | 24 | 2 中国软件与技术服务股份有限公司 2025 年第四次临时股东会会议资料 一、会议议程 会议时间： 现场会议召开日期和时间：2025年12月5日 14:30开始 网络投票日期和时间：采用上海证券交易所网络投票系统，通过交易系统投 票平台的投票时间为12月5日9:15-9:25，9:30-11:30，13:00-15:00；通过互联 网投票平台的投票时间为12月5日9:15-15:00 现场会议地点： 北京市海淀区学院南路 55 号中软大厦 C 座 1 层第一会议室 中国软件与技术服务股份有 ...

近日，我国首个开源桌面操作系统"开放麒麟1.0"发布，标志着我国拥有了操作系统组件自主选型、操 作系统独立构建的能力。上市公司方面，多家公司在操作系统领域有所布局。 我国首个开源桌面操作系统"开放麒麟1.0"发布 2023年7月，在中关村国家自主创新示范区展示交易中心举行的2023操作系统产业大会上，我国首个开 源桌面操作系统openKylin1.0（以下简称：开放麒麟1.0）正式亮相。 据介绍，openKylin（开放麒麟）是通过开放操作系统源代码的方式、由众多开发者共同参与研发的国 产开源操作系统，将打造具有自主创新技术的开源桌面操作系统。 2022年5月27日，桌面操作系统根社区开放麒麟开发者平台首次上线。 2022年6月24日，以"创开源之势 享无境未来"为主题的中国首个桌面操作系统根社区开放麒麟举行线上 发布会，开放麒麟开源社区正式发布。 2022年7月22日，openKylin官方发布，桌面操作系统根社区开放麒麟首个体验版openKylin 0.7发布。 经过不断地修复升级，2023年1月12日，开放麒麟正式推出了0.95版本，该版本默认搭载全新一代UKUI 4.0桌面环境，深度优化平板模式，升级 ...

Market Overview - The Shanghai Composite Index rose by 0.87% on November 25, with 29 out of the 31 sectors experiencing gains, led by the communication and media sectors, which increased by 3.54% and 2.85% respectively [2] - The computer sector also saw an increase of 1.10% [2] Capital Flow - The net inflow of capital in the two markets was 13.215 billion yuan, with 19 sectors receiving net inflows [2] - The electronics sector had the highest net inflow of 5 billion yuan, followed closely by the communication sector with a net inflow of 4.881 billion yuan [2] Computer Sector Performance - In the computer sector, 336 stocks were tracked, with 273 stocks rising and 53 stocks declining [3] - The top three stocks with the highest net inflow were Rongji Software (4.25 billion yuan), South Network Digital (4.06 billion yuan), and Dahua Intelligent (1.90 billion yuan) [3] - The sector experienced a net outflow of 3.072 billion yuan, with the largest outflows from Zhongke Shuguang (7.75 billion yuan), Sanliu Ling (4.34 billion yuan), and Nanwei Software (2.04 billion yuan) [3][5] Top Gainers in Computer Sector - The top gainers in the computer sector included: - Rongji Software: +10.03%, turnover rate 47.81%, net inflow 425.13 million yuan - South Network Digital: +19.99%, turnover rate 55.02%, net inflow 406.37 million yuan - Dahua Intelligent: +10.02%, turnover rate 12.05%, net inflow 190.23 million yuan [4] Top Losers in Computer Sector - The top losers in the computer sector included: - Zhongke Shuguang: -0.44%, turnover rate 2.69%, net outflow -775.37 million yuan - Sanliu Ling: +1.15%, turnover rate 7.60%, net outflow -433.98 million yuan - Nanwei Software: -2.29%, turnover rate 22.81%, net outflow -204.03 million yuan [5]

Core Viewpoint - The article discusses the AAA credit rating system for software service companies in China, emphasizing the importance of integrity and creditworthiness in the industry [1] Group 1: Credit Rating System - The credit rating system is based on principles of voluntary participation, integrity, fairness, scientific evaluation, and strictness [1] - Companies seeking AAA credit ratings must undergo a process that includes self-application, recommendations from local software industry associations, document review, and expert evaluation [1] Group 2: Companies Listed - Several companies have achieved AAA or AAA+ credit ratings, including: - Beijing Shengzhe Technology Co., Ltd. - AAA, valid until November 25, 2028 [1] - Zhuhai Huijin Technology Co., Ltd. - AAA+, valid until November 25, 2028 [1] - Shanghai Yinghe Yimai Intelligent Technology Co., Ltd. - AAA, valid until November 25, 2028 [1] - Other notable companies include Micro Innovation (Shanghai) Network Technology Co., Ltd. and Hunan Teneng Bosch Technology Co., Ltd., both rated AAA+ [1] Group 3: Industry Integrity - The initiative aims to promote a culture of integrity within the software industry, encouraging companies to enhance their self-regulation and maintain a positive credit image [1] - The article highlights the role of exemplary companies in leading the industry towards higher standards of integrity [1]

Summary of China Software 3Q25 Result Review Industry Overview - The report focuses on the **China Software** industry, specifically analyzing the performance of various software companies in the third quarter of 2025 (3Q25) and updating estimates based on recent trends. Key Points Overall Performance - Average revenue growth for the covered companies was **4% YoY** in 3Q25, a decline from **9% in 1H25** [1] - Average net margin improved to **3% in 3Q25**, compared to **-3% in 1H25**, indicating enhanced efficiency and profitability among software companies [1] Company-Specific Highlights - **Kingsoft Office**, **Thundersoft**, and **Arcsoft** showed strong revenue growth driven by increased demand for AI products, despite overall soft IT spending [1] - **iFlytek**, **Sangfor**, and **Glodon** experienced net income recovery in 3Q25 due to productivity improvements [1] Management Insights - Management teams expressed optimism regarding enterprise and government spending on AI applications, AI agents, and AI models to enhance productivity and creativity [1] - Despite positive sentiments, the report maintains a **Sell rating** on **ZWSOFT**, **Glodon**, **Thundersoft**, and **Sangfor**, primarily due to valuation concerns [1] Valuation Metrics - The average P/E ratio for China software companies is around **55x-60x**, compared to a five-year average of **59x** [2] - The average EV/Sales ratio remains at **8x-9x**, lower than the 2020-21 average of **12x-18x** [2] Individual Company Performance - **Glodon**: Revenue increased by **4% YoY** to **Rmb1.5 billion**, driven by construction management and design software growth. However, the company faces weak momentum in new construction projects [11] - **ZWSOFT**: Revenue remained flat YoY at **Rmb204 million**, attributed to weak end demand in the China market. Management expects slight recovery in 4Q25 [22] - **Thundersoft**: Revenue grew **43% YoY** to **Rmb1.848 billion**, driven by IoT software and automotive software growth. The company is focusing on next-generation automotive OS and AI edge solutions [30] - **Sangfor**: Revenue growth of **10% YoY** to **Rmb2.116 billion**, attributed to strong demand for cloud computing solutions. The company launched new AI platforms to enhance efficiency [37] Earnings Revisions - **Glodon**: Net income estimates revised down by **6%** for 2025-28E due to lower construction-cost software revenues and higher operating expenses [16] - **ZWSOFT**: Net income estimates revised down by **18%** for 2025-27E due to lower revenues and gross margins [26] - **Thundersoft**: Earnings revised down by **15%** for 2025-27E, mainly due to lower revenue in smartphone software [33] - **Sangfor**: Earnings revised up by **1%** for 2025-27E, reflecting better-than-expected cost management [40] Future Outlook - Management of **Glodon** expects the new code of bills in the construction market to support revenue growth, while **ZWSOFT** anticipates recovery driven by overseas business growth and new client penetration [20][22] - **Thundersoft** is optimistic about opportunities from AI edge devices and the next generation of automotive OS [30] Conclusion - The China Software industry is experiencing mixed performance, with some companies benefiting from AI-related demand while others face challenges. Valuation concerns persist, leading to cautious outlooks for several firms despite positive management sentiments regarding future growth opportunities.

中信证券股份有限公司关于 中国软件与技术服务股份有限公司 与关联方对共同投资企业减资的关联交易的核查意见 中信证券股份有限公司（以下简称"中信证券"、"保荐人"）作为中国软件与 技术服务股份有限公司（以下简称"中国软件"、"公司"）2024年度向特定对象发 行股票的保荐人，根据《证券发行上市保荐业务管理办法》《上市公司募集资金 监管规则》《上海证券交易所股票上市规则》《上海证券交易所上市公司自律监 管指引第1号——规范运作》《上海证券交易所上市公司自律监管指引第11号—— 持续督导》等有关规定，对中国软件与关联方对共同投资企业减资的关联交易事 项进行了核查，核查情况及核查意见如下： 一、关联交易概述 （一）基本情况 物流数科成立于2023年4月，注册资本为5亿元人民币，公司持有其36%的股 权，中国电子持有其4%的股权，中国物流集团有限公司（简称"物流集团"） 持有其60%的股权。物流数科是物流集团的顶层数字化技术与服务公司，致力于 成为世界一流的现代物流数字科技企业、国家物流行业信息平台。 公司及实际控制人中国电子拟以定向减资方式退出共同投资的物流数科公 司。本次减资的价格以经国资备案的股东全部权益价值评估 ...

Core Insights - Huawei Euler concept stock rose by 0.74%, ranking fifth among concept sectors, with 22 stocks increasing in value [1] - The leading gainers included *ST Dongtong with a 20% limit up, Aerospace Development also hitting the limit up, and Qingyun Technology, Chengmai Technology, and Dongfang Guoxin with increases of 10.76%, 3.78%, and 3.68% respectively [1] - The sector experienced a net outflow of 356 million yuan, with 18 stocks seeing net inflows, and 10 stocks receiving over 30 million yuan in net inflows [2] Sector Performance - The top-performing concept sectors included Hainan Free Trade Zone with a 2.20% increase and Salt Lake Lithium Extraction with a 1.43% increase, while Silicon Energy and Pre-made Dishes saw declines of 2.66% and 2.37% respectively [2] - Huawei Euler concept was among the top gainers, while the dairy industry faced a decline of 2.27% [2] Fund Flow Analysis - Key stocks with significant net inflows included Donghua Software with a net inflow of 158.23 million yuan, followed by Dongfang Guoxin and Tuo Wei Information with inflows of 133.80 million yuan and 130.78 million yuan respectively [3] - The net inflow ratios for stocks like Kela Software, Qingyun Technology, and Yingfang Software were 12.71%, 11.49%, and 11.27% respectively, indicating strong interest from major funds [3] Stock Specifics - Notable stocks in the Huawei Euler concept included Donghua Software with a 3.68% increase and a turnover rate of 4.70%, and Qingyun Technology with a significant 10.76% increase and a turnover rate of 13.12% [4] - Conversely, stocks like Dahong Technology and China Software experienced declines of 3.16% and 2.86% respectively, with significant net outflows [5]

Core Viewpoint - China Software's stock has experienced a decline of 2.01% on November 20, with a current price of 47.22 CNY per share and a total market capitalization of 44.093 billion CNY, indicating a challenging market environment for the company [1] Financial Performance - For the period from January to September 2025, China Software achieved a revenue of 3.198 billion CNY, reflecting a year-on-year growth of 9.50%. However, the company reported a net profit attributable to shareholders of -104 million CNY, which is a significant improvement with a year-on-year increase of 69.18% [2] Shareholder Information - As of September 30, 2025, the number of shareholders for China Software reached 160,200, an increase of 2.59% from the previous period. The average number of circulating shares per person decreased by 2.52% to 5,265 shares [2] Dividend Distribution - Since its A-share listing, China Software has distributed a total of 415 million CNY in dividends, with 13.8956 million CNY distributed over the past three years [3] Institutional Holdings - As of September 30, 2025, the top ten circulating shareholders of China Software include Hong Kong Central Clearing Limited as the third-largest shareholder with 14.6729 million shares, an increase of 2.1198 million shares from the previous period. Other notable shareholders include Southern CSI 500 ETF and E Fund CSI Artificial Intelligence Theme ETF, with varying changes in their holdings [3]

Group 1 - The board of directors of China Software and Technology Service Co., Ltd. held its 26th meeting of the 8th session on November 18, 2025, to discuss various proposals [2][3][4] - The meeting was attended by all 7 directors, and decisions were made via communication voting [3][4] - The board approved the revision of the "Audit Committee Work Rules" to enhance corporate governance and compliance with relevant laws and regulations [5][6] Group 2 - The board approved a proposal for a joint capital reduction with the controlling shareholder, China Electronics, to exit the jointly invested company, China Logistics Group Digital Technology Co., Ltd. (Logistics Digital) [7][8] - The registered capital of Logistics Digital is 500 million yuan, with China Software holding a 36% stake. After the capital reduction, both China Software and China Electronics will no longer hold shares in Logistics Digital [7][21] - The estimated return from the capital reduction for China Software is approximately 86 million yuan, while China Electronics is expected to recover about 19 million yuan [7][21] Group 3 - The board approved the proposal to dissolve the subsidiary, Zhongbiao Yiyun Information Technology Co., Ltd., due to stagnant operations and negative net assets [11][12] - The decision aims to optimize the company's structure and control investment risks, aligning with long-term interests [12][13] Group 4 - The board approved a donation of 8 million yuan by the subsidiary, Qilin Software, to the Open Atom Open Source Foundation to support open-source projects [14][15] - This donation will help maintain Qilin Software's status as a platinum donor and support various open-source initiatives [14][17] Group 5 - The board proposed to convene the 4th extraordinary general meeting of shareholders on December 5, 2025, to review several key proposals, including the appointment of the 2025 audit firm and the capital reduction proposal [20][67] - The meeting will be held at the company's headquarters, and shareholders can participate through both on-site and online voting [67][68]

Key Points - 合富中国's stock will resume trading on November 20 after completing an investigation into unusual trading fluctuations, confirming normal business operations and no undisclosed significant matters [1] - 中金公司 plans to merge with 东兴证券 and 信达证券, leading to a suspension of its A-shares starting November 20 due to uncertainties surrounding the merger [1] - 大为股份 is progressing with the transition from exploration to mining rights for its lithium battery project in Hunan, having received necessary approvals [1] - 燕东微's major shareholders plan to reduce their stakes by up to 2.5% through block trades or centralized bidding from December 11, 2025, to March 11, 2026 [2] - 中水渔业's major shareholder reduced its stake to 5% after selling 258.88 million shares [3] - 韵达股份 reported a slight decline in express service revenue for October 2025, totaling 4.495 billion yuan, a year-on-year decrease of 0.88% [4] - 倍杰特 intends to acquire a 55% stake in 大豪矿业 for 224.8 million yuan [4] - 辰奕智能 plans to acquire a 55% stake in 华泽电子 through cash [4] - 赣粤高速's actual controller will change from the provincial transportation department to the provincial state-owned assets supervision and administration commission [5] - 东软集团 received a notification for a 4.2 billion yuan contract for intelligent cockpit controllers from a major domestic automotive manufacturer [5] - 海正药业's subsidiary plans to invest in a pet prescription food project [5] - 龙利得's controlling shareholder plans to increase its stake by at least 56 million yuan [6] - 新兴装备's shareholders plan to reduce their stakes by up to 3.13% [6] - 普洛药业 plans to repurchase shares worth between 180 million and 360 million yuan [6]