证券代码：603232 证券简称：格尔软件 公告编号：2025-033 格尔软件股份有限公司 关于2024年限制性股票激励计划部分限制性股票 回购注销实施的公告 回购注销原因： 根据格尔软件股份有限公司（以下简称"公司"）2024 年限制性股票激励 计划（以下简称"本次激励计划"）及上会会计师事务所（特殊普通合伙）出具 的 2024 年度审计报告的有关规定，《公司 2024 年限制性股票激励计划》中规定 的第一个解除限售期对应的公司层面业绩考核目标未达标，公司对激励对象第一 个解除限售期对应不得解除限售的限制性股票 1,900,000 股均以授予价格 5.4 元/ 股进行回购注销。 本次注销股份的有关情况： | 回购限制性股票数量（股） | 注销限制性股票数量（股） | | 注销日期 | | | | --- | --- | --- | --- | --- | --- | | 1,900,000 | 1,900,000 | 2025 | 年 8 | 月 | 日 1 | 一、本次限制性股票回购注销的决策与信息披露 公司于 2025 年 4 月 24 日、2025 年 5 月 16 日分别召开第八届董事会第二十 七 ...

法律意见书 上海汉盛律师事务所 关于格尔软件股份有限公司 2024年限制性股票激励计划部分限制性股票回购注销实施 的 法律意见书 致：格尔软件股份有限公司 根据上海汉盛律师事务所（以下简称"本所"）与格尔软件股份有限公司 （以下简称"公司"或"格尔软件"）签订的《专项法律服务协议》，本所受 公司的委托，担任公司 2024 年限制性股票激励计划（以下简称"本激励计划"） 相关事项的专项法律顾问，并就本激励计划部分限制性股票回购注销（以下简 称"本次回购注销"）实施相关事项出具本法律意见书。 本所及经办律师依据《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》"）、《上市公司股权激 励管理办法》（以下简称"《管理办法》"）以及《上海证券交易所股票上市 规则（2024 年 4 月修订）》（以下简称"《上市规则》"）等法律、法规和中 国证券监督管理委员会（以下简称"中国证监会"）的有关规定及本法律意见 书出具日以前已经发生或者存在的事实，按照律师行业公认的业务标准、道德 规范和勤勉尽责的精神，出具本法律意见书。 为出具本法律意见书，本所律师审阅了公司提供的与本次回购注 ...

Group 1 - The core viewpoint of the article highlights the recent research conducted by a well-known private equity firm, which indicates that the company Geer Software is experiencing a decline in performance due to intensified market competition and tightened customer budgets [1] - Geer Software plans to improve its performance by enhancing market expansion, optimizing internal management, and strengthening receivables management [1] - The company emphasizes the importance of the password industry, with quantum-resistant password technology and domestic password applications in new scenarios expected to drive industry growth [1] Group 2 - Geer Software's product line has initially developed quantum-resistant capabilities and is advancing standard formulation and pilot applications in line with industry trends [1] - Although Geer Software has not yet launched a complete project in the stablecoin sector, it is conducting in-depth research, believing that password technology has numerous applications in financial system security [1] - The recent acquisition of Shenzhen Weipin Zhiyuan by Geer Software is not yet fully realized, aiming to expand into the data security and AI security markets by leveraging the team's experience accumulated at ZTE Corporation [1]

Core Viewpoint - A total of 16 A-share listed companies disclosed their latest merger and acquisition announcements during the week of July 21 to July 27, with notable transactions including Huylin Ecological's plan to acquire a 49% stake in Wuhan Junheng, and the resumption of trading for its stock on July 28 [1][3]. Group 1: Company Announcements - Huylin Ecological announced on July 25 its intention to purchase a 49% stake in Wuhan Junheng, with its stock set to resume trading on July 28 [3]. - Western Gold announced on July 25 its plan to acquire 100% of Xinjiang Meisheng for 1.655 billion yuan [3]. - Guochuang High-tech announced on July 25 its plan to acquire 100% of Ningbo Guopei for 22.5 million yuan [3]. - Shanghai Pharmaceuticals announced on July 25 its intention to acquire a 10% stake in a financial company held by Shashi Dongtan [3]. - Heng Rui Medicine announced on July 25 its plan to acquire a 1.4587% stake in Chengdu Shengdi Medicine for 4.0144 million yuan [3]. - Yuanli Co. announced on July 24 its intention to purchase 100% of Tongsheng Co., with its stock set to resume trading [3]. - Angel Yeast announced on July 24 its plan to acquire a 55% stake in Zuitong Sugar Industry for 506 million yuan [3]. - Jinlong Co. announced on July 23 its intention to acquire a 29.32% stake in Zhisuang Company [3]. - Huayu Mining announced on July 23 its plan to acquire an 11% stake in Asia Pacific Mining for 300 million yuan [3]. - Titan Technology announced on July 23 its intention to acquire 100% of ASL for approximately 55.85 million yuan [3]. - GoerTek announced on July 22 its plan to acquire Mia Precision Technology Co. and Changhong Industrial Co. for approximately 10.4 billion Hong Kong dollars [3]. - Geer Software announced on July 22 its intention to acquire more than 51% of Weipin Zhiyuan, which owns an intelligent orchestration platform [3]. - Tianrun Industrial announced on July 22 its plan to acquire 100% of Shandong Altai for 13.5 million yuan [3]. - Hanyi Co. announced on July 22 its intention to acquire a 39% stake in Shanghai Pidong Cultural Media for 10.2 million yuan [3]. - ST Xifa announced on July 21 its plan to cash purchase a 50% stake in Lhasa Beer held by Carlsberg, which is expected to constitute a major asset restructuring [3]. - Beiding Co. announced on July 21 its intention to acquire 100% of Zhongshan Kairui for 156 million yuan [3].

Core Viewpoint - The company has developed a product line that is initially capable of quantum resistance and has begun collaboration with Galaxy Securities in its business systems [1] Group 1: Product Development - The company's product line is now capable of supporting both international standards and self-developed standards for quantum resistance [1] - The company is conducting pilot projects in high-demand industries such as finance, military, and government [1] Group 2: Market Opportunities - The company has not yet launched a complete project in the stablecoin sector but is conducting in-depth research related to it [1] - The company identifies the security of financial systems and stablecoin systems as significant future market directions, with numerous applications for cryptographic technology [1] Group 3: Applications of Cryptographic Technology - Cryptographic technology can be applied in various scenarios, including off-chain anchoring, on-chain auditing, cross-border privacy protection, anti-money laundering certification, and embedded intelligent authentication [1]

Summary of the Conference Call for Geer Software Company Overview - **Company**: Geer Software - **Industry**: Cybersecurity and Encryption Technology Key Points and Arguments 1. **Performance Expectations**: Geer Software anticipates landing orders of approximately 600-700 million yuan this year, representing a year-on-year increase, and maintains a neutral to slightly optimistic outlook for overall performance [2][3][20] 2. **Sector Performance**: The government and party sectors performed well, while the financial sector saw banks outperforming securities. However, the military sector experienced a significant decline compared to the previous year, negatively impacting overall performance [2][3][20] 3. **Strategic Shift**: The company is shifting its strategy to reduce reliance on encryption as a single label and is expanding into data, AI, and IoT. This includes developing a data middle platform, AI application security, and lightweight encryption products [2][5][6] 4. **Market Potential**: The encryption industry is characterized by strong certainty due to its connection to national security, with significant market potential. Emerging applications are challenging traditional encryption products, necessitating lightweight and user-friendly designs [2][6] 5. **Next-Generation PKI Products**: The next-generation Public Key Infrastructure (PKI) products will include quantum-resistant technology, with preparations underway to address risks posed by quantum computing [2][8][9] 6. **Financial Sector Demand**: There is a strong demand for quantum-resistant technology in the financial sector, with key information fields such as military, government, and state grid showing significant interest. Policy developments are expected to accelerate adoption [2][11] 7. **Acquisition Strategy**: Geer Software has acquired over 50% of Shenzhen Weipin Zhiyuan, focusing on its data middle platform capabilities and relationships with operators and manufacturers, which will help expand AI customer bases and move beyond a single security label [3][13][15] 8. **Future Directions**: The company aims to integrate more AI capabilities into its next-generation PKI systems and develop markets for data security and AI security, which are currently underdeveloped [14][15] 9. **Financial Performance of Acquired Company**: Weipin Zhiyuan reported approximately 500 million yuan in revenue and nearly 40 million yuan in profit for 2024, which enhances Geer Software's future growth potential [17] 10. **Market Trends**: The overall market for quantum-resistant encryption is expected to grow, with standards anticipated to be established by the end of 2025. However, large-scale mandatory replacements are not expected in the short term [21][22] Additional Important Insights - **Customer Adoption**: There are two types of customers regarding quantum-resistant solutions: those willing to invest heavily and adopt immediately, and those proceeding gradually according to policy [12] - **Government Spending Influence**: Special government bonds are expected to have a limited but positive impact on cybersecurity spending, particularly in the military sector [20] - **Long-Term Outlook**: The encryption technology market is projected to have substantial applications over the next 10 to 20 years, especially with the rise of IoT [6][7]

Core Viewpoint - Several companies have announced significant investments, acquisitions, and strategic partnerships, indicating a trend of expansion and diversification in various sectors, including technology, energy, and manufacturing [3][4][15][26]. Group 1: Investments and Acquisitions - Guizhou Moutai plans to establish a research institute with its controlling shareholder, contributing a total of 10 billion yuan in registered capital, with Moutai contributing 4.9 billion yuan for a 49% stake [3]. - GoerTek intends to acquire 100% of Hong Kong Mia and Changhong Limited for approximately 104 billion HKD (around 95 billion yuan), enhancing its capabilities in precision metal components [4][5]. - China Nuclear Power is set to invest 1 billion yuan in China Fusion Energy Company, aiming to strategically position itself in the nuclear fusion energy sector [15]. - Hunan YN plans to invest approximately 9.5 billion yuan in a lithium battery cathode material project in Malaysia, enhancing its market presence in Southeast Asia [16]. - Tianrun Industrial proposes to acquire 100% of Shandong Altai for 135 million yuan, focusing on automotive lightweight components [18]. - Kema Technology aims to purchase 73% of Suzhou Kaixin Semiconductor for 102 million yuan, expanding its product offerings in silicon carbide materials [24]. Group 2: Project Developments - Sichuan Chengyu is part of a consortium that has been pre-selected for the G5 Jingkun Expressway expansion project, with an estimated total investment of 285.48 billion yuan, where the company plans to contribute approximately 49.02 billion yuan [8]. - Zhejiang Fu Holdings' subsidiary is involved in the research and development of large-scale hydropower generator sets, with a focus on the Yarlung Tsangpo River downstream hydropower project [6]. Group 3: Financial Performance - Anfu Technology reported a net profit of 107 million yuan for the first half of 2025, marking a 14.38% increase year-on-year, driven by overseas alkaline battery business expansion [26]. - Jieput's net profit is expected to increase by 57.03% to 82.6% in the first half of 2025, benefiting from rising global laser demand [27]. - Microelectrophysiology anticipates a net profit increase of 76.34% to 105.73% for the same period, attributed to successful product launches in the cardiac electrophysiology field [29]. - Jiangling Motors reported a net profit of 733 million yuan for the first half of 2025, a decline of 18.17% year-on-year, despite a slight revenue increase [30].

Group 1 - Guizhou Moutai plans to establish a research institute company with its controlling shareholder, Moutai Group, with a registered capital of 1 billion yuan, where Guizhou Moutai will contribute 490 million yuan for a 49% stake [3] - Zhejiang Fu Holdings' subsidiary focuses on the research, design, manufacturing, and service of large and medium-sized hydropower turbine generator sets, with a significant project in the Yarlung Zangbo River area currently in the early construction phase [4] - Geer Software intends to acquire over 51% of Shenzhen Weipin Zhiyuan Information Technology Co., a leading digital transformation service provider in China [5] Group 2 - Sichuan Chengyu is part of a consortium that is the first candidate for the G5 Jingkun Expressway expansion project, with an estimated total investment of approximately 28.55 billion yuan, and the company plans to invest 4.902 billion yuan [6] - Sichuan Road and Bridge's subsidiary is participating in the same G5 Jingkun Expressway project, holding a 4% stake, with a total project investment of 28.55 billion yuan [7] - Xining Special Steel confirmed that there are no undisclosed significant information after its stock price experienced unusual fluctuations [8] Group 3 - Sanbo Brain Science's chairman has had his detention lifted and is now under investigation, returning to work [9][10] - Anke Intelligent Electric reported no significant changes in its operating environment and plans to disclose its semi-annual report on August 26 [11] - Funeng Technology received a development notice from GAC Group for battery supply, indicating increased market recognition for its SPS battery products [12] Group 4 - China Nuclear Power plans to invest 1 billion yuan in China Fusion Energy Company, acquiring a 6.65% stake, as part of a forward-looking strategy in the nuclear fusion energy sector [13] - Anfu Technology reported a net profit of 107 million yuan for the first half of 2025, a year-on-year increase of 14.38% [15] - Jieput's net profit is expected to increase by 57.03% to 82.6% in the first half of 2025, driven by rising demand for laser devices [16] Group 5 - Microelectrophysiology anticipates a net profit increase of 76.34% to 105.73% in the first half of 2025, supported by strong overseas sales of its heart electrophysiology products [17] - Zhongman Petroleum signed a gas exploration and development contract in Algeria, with a 90% investment share in the Zerafa II block, which has an estimated gas resource of 109.257 billion cubic meters [20] - Guizhou Gas shareholders plan to reduce their holdings by up to 6% through various trading methods [22]

格尔软件股份有限公司 关于签署股权收购意向协议的提示性公告 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法律责任。 重要内容提示： 证券代码：603232 证券简称：格尔软件 公告编号：2025-032 本次签订意向协议涉及的交易事项不构成关联交易，经初步测算预估， 本次交易不构成《上市公司重大资产重组管理办法》规定的重大资产重组。 一、交易概述 2025 年 7 月 21 日，公司与微品致远及其部分股东深圳洪赟石数字技术合伙 企业（有限合伙）、青岛淳顾股权投资企业（有限合伙）、上海理成轩旺投资管 理中心（有限合伙）、周洪峰、上海苍旻投资管理中心（有限合伙）、上海理斯 投资管理中心（有限合伙）（以下简称"前述股东"）签署了收购意向协议，公 司拟以现金方式向包括前述股东在内的标的公司股东收购合计 51%以上股权（含 本数，最终比例以交易文件确定的比例为准）。本次收购完成后，标的公司将成 为公司的控股子公司。本交易尚处于筹划阶段，最终的交易对手方、收购标的公 司的股份比例、交易价格等需各方进一步协商确定。 本次交易后续涉及具体协议的签订， ...

近日公司收到任伟先生出具的《关于减持股份结果情况告知函》，截至 2025 年 7 月 20 日，任伟先生通过证券交易所的集中竞价交易的方式累计减持本公司 股份 60,000 股，约占公司总股本的 0.0254%。任伟先生仍持有公司股票 580,535 股，约占公司总股本的 0.2459%。本次减持计划实施完毕。 证券代码：603232 证券简称：格尔软件 公告编号：2025-031 格尔软件股份有限公司 监事减持股份结果公告 本公司董事会、全体董事及相关股东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法律责任。 重要内容提示： 监事持股的基本情况 格尔软件股份有限公司（以下简称"公司"）于 2025 年 3 月 28 日披露了《格 尔软件股份有限公司监事集中竞价减持股份计划公告》（公告编号：2025-005）。 本次减持计划实施前，监事任伟先生持有公司股份 640,535 股，占公司总股本比 例为 0.2714%。 减持计划的实施结果情况 (四)实际减持是否未达到减持计划最低减持数量（比例） □未达到 √已达到 | 一、减持主体减持前基本情况 | | -- ...