证券代码：600536 证券简称：中国软件 公告编号：2025-055 中国软件与技术服务股份有限公司 第八届董事会第二十六次会议决议公告 本公司董事会及全体董事保证本公告内容不存在任何虚假记载、误导性陈述或者重大 遗漏，并对其内容的真实性、准确性和完整性承担个别及连带责任。 一、董事会会议召开情况 （一）公司第八届董事会第二十六次会议的召开符合有关法律、行政法规、 部门规章、规范性文件和公司章程的规定。 （二）本次董事会会议通知和材料于 2025 年 11 月 4 日以微信方式发出。 （三）本次董事会会议于 2025 年 11 月 18 日召开，采取了通讯的表决方式。 （四）本次董事会会议应出席董事 7 人，实际出席董事 7 人。其中：以通讯 表决方式出席会议的董事 7 人。 （五）本次董事会会议由董事长谌志华主持。公司董事会秘书赵冬妹列席了 会议。 二、董事会会议审议情况 （一）关于修订《董事会审计委员会工作细则》的议案 根据公司战略发展与经营管理的需要，为优化公司业务结构和资产结构，进一步聚焦公 司基础软件和党政核心应用解决方案的主责主业，公司与实际控制人中国电子信息产业集团 为提高公司治理水平，规范公 ...

格隆汇11月19日丨中国软件(600536.SH)公布，公司与实际控制人中国电子信息产业集团有限公司（简 称"中国电子"）拟向共同投资的参股公司中国物流集团数字科技有限公司（简称"物流数科"）减资并退 出，本次减资完成后，公司与中国电子不再持有物流数科的股权。本次减资的价格以经国资备案的股东 全部权益价值评估值为基础，按照实缴金额比例进行相应折算。公司预计可收回减资款8604.12万元， 中国电子预计可收回减资款1912.03万元。 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。 ...

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。 格隆汇11月19日丨中国软件(600536.SH)公布，公司与实际控制人中国电子信息产业集团有限公司（简 称"中国电子"）拟向共同投资的参股公司中国物流集团数字科技有限公司（简称"物流数科"）减资并退 出，本次减资完成后，公司与中国电子不再持有物流数科的股权。本次减资的价格以经国资备案的股东 全部权益价值评估值为基础，按照实缴金额比例进行相应折算。公司预计可收回减资款8604.12万元， 中国电子预计可收回减资款1912.03万元。 ...

Core Viewpoint - The company, China Software (600536), announced a donation of 8 million yuan to the OpenAtom Open Source Foundation, reflecting its commitment to social responsibility and support for open-source and public welfare initiatives [1] Group 1: Company Actions - The company's subsidiary, Kylin Software, holds a 47.23% stake and is actively involved in governance work for national-level open-source foundations and projects [1] - The donation will enable Kylin Software to maintain its status as a platinum donor to the foundation, as well as strategic donor for openKylin and platinum donor for openEuler [1] Group 2: Industry Impact - The donation supports the development of open-source and public welfare in China, aligning with the broader industry trend of increasing corporate social responsibility [1]

Core Viewpoint - The company plans to reduce its investment in the joint venture logistics company and exit, which will result in both the company and its controlling shareholder no longer holding equity in the logistics company [1] Summary by Relevant Sections - **Investment Reduction**: The company and its controlling shareholder, China Electronics, intend to reduce their investment in the jointly invested logistics company, Logistics Digital Science [1] - **Financial Recovery**: The company expects to recover approximately 86.04 million yuan from the reduction, while China Electronics anticipates recovering about 19.12 million yuan [1] - **Approval Requirement**: The transaction is subject to approval from the company's shareholders' meeting, indicating a level of uncertainty regarding the completion of the deal [1]

Core Insights - The server operating system market in China is experiencing significant growth, driven by the expansion of the digital economy and the acceleration of digital transformation across enterprises [1][6][8] - The total installed capacity of server operating systems in China is projected to increase from 2.987 million units in 2019 to 5.135 million units by 2024, with a compound annual growth rate (CAGR) of 11.45% [1][8] - The market is dominated by Linux, which holds a 79.6% share, while Windows Server accounts for 19.9% and other systems like Unix only 0.5% [8][10] Industry Overview - Server operating systems are critical for managing and coordinating hardware and software in enterprise IT systems, with major types including Windows Server, Linux, and Unix [1][3] - The industry is supported by a robust ecosystem of companies, including major players like China Software, Kirin Software, and Huawei, focusing on open-source technologies and self-developed capabilities [2][11] Market Growth - The market size of the server operating system industry in China is expected to grow from 4.59 billion yuan in 2019 to 9.4 billion yuan by 2024, reflecting a CAGR of 15.42% [8][9] - The demand for server operating systems is primarily concentrated in sectors such as finance, government, internet, energy, and telecommunications, with finance leading at 21.5% market share [10] Development Trends - The industry is moving towards cloud-native and intelligent architectures, integrating cloud computing and microservices to enhance operational efficiency [14] - There is a growing emphasis on ecosystem development, focusing on full-stack collaboration and open-source innovation to create a sustainable industrial ecosystem [15] - Customization for vertical industries is becoming a key trend, with server operating systems being tailored to meet specific needs in finance, government, and industrial sectors [16]

Major Events - Shandong Xinhua Pharmaceutical Co., Ltd. received the approval notice for the listing application of fumaric acid vonoprazan chemical raw materials [1] - HeYue Pharmaceutical showcased long-term efficacy and safety data from the clinical III MANEUVER study of pitmiprazole at the CTOS 2025 conference [1] - China Software International partnered with Deep Open Hong and Yiswei Computing to build a new ecosystem for "open-source HarmonyOS + RISC-V" digital infrastructure [1] - China General Nuclear Power Corporation's Zhaoyuan Unit 1 is set to begin full construction [1] - Hengrui Medicine's fumaric acid teglutide injection received approval for clinical trials [1] - China National Nuclear Corporation signed an intention procurement agreement for cobalt-60 irradiation sources with the Brazilian National Nuclear Energy Commission [1] Operating Performance - China Railway Construction Corporation recently won several major projects with a total investment of 49.629 billion yuan [1] - Geely Automobile reported a net profit of 3.82 billion yuan for the third quarter, a year-on-year increase of 59% [1] - China Resources Power's subsidiary power plants achieved a cumulative electricity sales volume of 185 million megawatt-hours in the first ten months, a year-on-year increase of 6.5% [1] - Leap Motor reported a net profit of 150 million yuan for the third quarter, maintaining the top sales position among new force brands in China for eight consecutive months [1] - Huazhu Group's net profit attributable to shareholders for the third quarter was 1.5 billion yuan, a year-on-year growth of 15.4% [1] - Air China saw a year-on-year increase of 8.7% in passenger turnover in October [1] - China Eastern Airlines reported a year-on-year increase of 10.58% in passenger turnover in October [1]

Core Viewpoint - China Software International (00354) has signed a strategic cooperation agreement with Shenzhen Kaihong Digital Industry Development Co., Ltd. and Beijing Yiswei Computing Technology Co., Ltd. to build a dual open-source ecosystem centered on "Open Source Harmony + RISC-V" [1][2] Group 1: Technical Aspects - The three parties will establish a joint technical team focusing on deep adaptation and collaborative development of "RISC-V chips + KaihongOS," addressing key technical areas such as operating system kernel adaptation, driver development, performance optimization, security reinforcement, and AI empowerment [1] - The collaboration aims to create a stable and efficient software-hardware collaborative foundation [1] Group 2: Product Development - The partnership will leverage each company's strengths to jointly develop edge computing products and industry solutions, including traffic MEC, education IWB, and industrial quality inspection AOI, as well as chip products and solutions in smart home, robotics, and industrial sectors [1] - The initiative will gradually expand to smart terminals based on "RISC-V + KaihongOS" [1] Group 3: Market and Ecosystem Expansion - The market strategy will initially focus on smart transportation and gradually extend to public services and various industry sectors, while also exploring overseas market opportunities to enhance the international competitiveness of the domestic dual open-source ecosystem [2] - The collaboration will participate in open-source community building and technical standard formulation, promoting interface recognition and resource sharing [2] - The dual open-source ecosystem aims to construct a self-sufficient technology system encompassing "chip architecture - operating system - applications," breaking the global monopoly of X86 and ARM [2] - The initiative is driven by market demand, promoting deep collaboration among chips, software, and terminal entities to create new scenarios, applications, and models in the era of intelligent connectivity [2]

Core Viewpoint - China Software International (00354) has signed a strategic cooperation agreement with Shenzhen Kaihong Digital Industry Development Co., Ltd. and Beijing Yiswei Computing Technology Co., Ltd. to build a dual open-source ecosystem centered on "Open Source Hongmeng + RISC-V" [1][2] Group 1: Technical Aspects - The three parties will establish a joint technical team focusing on deep adaptation and collaborative development of "RISC-V chips + KaihongOS," referencing the "Wintel model" [1] - Key technical directions include operating system kernel adaptation, driver development, performance optimization, security reinforcement, and AI empowerment [1] Group 2: Product Development - The collaboration aims to create edge computing products and industry solutions, including traffic MEC, education IWB, and industrial quality inspection AOI, as well as chip products and solutions in smart home, robotics, and industrial sectors [1] - The initiative will gradually expand to smart terminals based on "RISC-V + KaihongOS" [1] Group 3: Market and Ecosystem Development - The market strategy will initially focus on smart transportation and gradually extend to government, public welfare, and industrial sectors, while exploring overseas market opportunities to enhance the international competitiveness of the domestic dual open-source ecosystem [2] - The collaboration will participate in open-source community building and technical standard formulation, promoting interface recognition and resource sharing [2] - The core of the "Open Source Hongmeng + RISC-V" ecosystem is to establish a self-sufficient technology system across the "chip architecture - operating system - application" chain, breaking the global monopoly of X86 and ARM [2] Group 4: Strategic Goals - The three parties aim to replicate the successful logic of Wintel and AA combinations to create a globally competitive third-generation mainstream software and hardware ecosystem, providing core support for digital economic development [2] - The collaboration is expected to leverage complementary resources to accelerate the industrialization of the "Open Source Hongmeng + RISC-V" ecosystem, solidifying the company's core position in the domestic basic software and hardware ecosystem and creating long-term value for shareholders [2]

Core Viewpoint - China Software International has signed a strategic cooperation agreement with Shenzhen Kaihong Digital Industry Development Co., Ltd. and Beijing Yiswei Computing Technology Co., Ltd. to build a dual open-source autonomous ecosystem centered on "Open Source Harmony + RISC-V" [1] Group 1 - The collaboration aims to leverage complementary resources among the three companies [1] - China Software International will utilize its software application, system integration, and industry implementation capabilities [1] - Shenzhen Kaihong will contribute its expertise in the Open Source Harmony operating system and distributed technology [1] - Yiswei Computing will support the initiative with RISC-V chips and customized solutions [1] Group 2 - The partnership focuses on promoting the large-scale implementation of new products and technologies related to "Open Source Harmony + RISC-V" in digital economy scenarios [1] - The initiative aims to empower various industries in their digital transformation [1]