南威软件股份有限公司 关于为全资子公司提供担保进展的公告 证券代码：603636 证券简称：南威软件 公告编号：2025-060 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： 担保对象及基本情况 | | 被担保人名称 | 南威北方科技集团有限责任公司 | | | --- | --- | --- | --- | | | 本次担保金额 | | 5,000 万元 | | 担保对象 | 实际为其提供的担保余额 | | 2,994.86 万元 | | | 是否在前期预计额度内 | 是 □否 | □不适用：_________ | | | 本次担保是否有反担保 | □是 否 | □不适用：_________ | 累计担保情况 | 对外担保逾期的累计金额（万元） | 0 | | --- | --- | | 截至本公告日上市公司及其控股 | 62,045.98 | | 子公司对外担保总额（万元） | | | 对外担保总额占上市公司最近一 | 26.29% | | 期经审计净资产的比例（%） | | | 特别风险提示（如有请 ...

Group 1 - The core point of the news is that Nanwei Software has experienced a continuous decline in stock price, dropping 12.44% over the last five days, with the current stock price at 12.32 CNY per share and a market capitalization of 7.15 billion CNY [1] - Nanwei Software, established on October 18, 2002, and listed on December 30, 2014, primarily engages in software development, system integration, and technical services for e-government, with its revenue composition being 39.73% from solutions, 24.26% from other services, 16.87% from government software products, 9.78% from urban public safety software products, and 9.20% from innovative businesses [1] Group 2 - From the perspective of fund holdings, the Caifeng Fund has a significant position in Nanwei Software, with its Caifeng CSI 1000 Index Enhanced A Fund holding 45,800 shares, representing 0.8% of the fund's net value, ranking as the fifth-largest holding [2] - The Caifeng CSI 1000 Index Enhanced A Fund has a total scale of 18.53 million CNY and has achieved a year-to-date return of 27.08%, ranking 1411 out of 4222 in its category [2] Group 3 - The fund managers of the Caifeng CSI 1000 Index Enhanced A Fund include Zhu Haidong, Gu Hongyuan, and Guo Xin, with varying tenures and performance records [3] - Zhu Haidong has a tenure of 6 years and 53 days, managing assets of 1.478 billion CNY, with the best return of 61.89% and the worst return of -27.88% during his tenure [3] - Gu Hongyuan has a tenure of 4 years and 103 days, managing assets of 484 million CNY, with the best return of 45.26% and the worst return of -23.03% [3] - Guo Xin has a tenure of 1 year and 181 days, managing assets of 1.351 billion CNY, with the best return of 40.89% and the worst return of 0.31% [3]

Group 1 - The core point of the news is that Nanwei Software's stock has experienced a decline of 3.56% on September 2, with a cumulative drop of 7.46% over three consecutive days, leading to a current stock price of 13.02 yuan per share and a total market capitalization of 7.556 billion yuan [1] - Nanwei Software, established on October 18, 2002, and listed on December 30, 2014, primarily engages in the development of e-government software, system integration, and technical services, providing solutions to government departments [1] - The revenue composition of Nanwei Software includes: solutions (39.73%), other services (24.26%), government software products (16.87%), urban public safety software products (9.78%), innovative business (9.20%), and other (0.17%) [1] Group 2 - From the perspective of major circulating shareholders, Guangfa Fund's Guangfa CSI 1000 ETF (560010) has entered the top ten circulating shareholders, holding 1.5318 million shares, which accounts for 0.26% of the circulating shares [2] - The estimated floating loss for Guangfa CSI 1000 ETF today is approximately 735,300 yuan, with a total floating loss of 1.6084 million yuan during the three-day decline [2] - Guangfa CSI 1000 ETF was established on July 28, 2022, with a latest scale of 30.718 billion yuan, and has achieved a year-to-date return of 27.06% [2]

Financial Performance - The company reported a total revenue of 314 million yuan for the first half of 2025, representing a year-on-year increase of 38.49% [1] - The net profit attributable to shareholders was -72.0452 million yuan, showing a year-on-year increase of 37.23% [1] - In Q2 2025, the total revenue was 143 million yuan, up 20.72% year-on-year, while the net profit attributable to shareholders was -37.3536 million yuan, an increase of 21.01% year-on-year [1] - The gross margin decreased to 24.2%, down 29.06% year-on-year, while the net margin improved to -23.89%, an increase of 54.75% year-on-year [1] - Total expenses (selling, administrative, and financial) amounted to 138 million yuan, accounting for 43.91% of revenue, a decrease of 38.5% year-on-year [1] Balance Sheet Highlights - Inventory increased significantly, with a year-on-year growth of 44.87% [1] - Cash and cash equivalents rose to 246 million yuan, a 13.61% increase year-on-year [1] - Interest-bearing liabilities decreased to 1.456 billion yuan, down 10.27% year-on-year [1] - The company's net asset per share was 3.94 yuan, a decrease of 8.86% year-on-year [1] Strategic Insights - The company is transitioning into the health sector, leveraging its experience in government information systems to address challenges in the healthcare industry [3][4] - It aims to create a new paradigm for health management by applying its expertise in institutional innovation and process redesign [4] - The company emphasizes its unique organizational capabilities, which include a strong foundation of trust and extensive experience in integrating various stakeholders [4] - The introduction of advanced large model technology is seen as a key enabler for personalized health interventions and efficient communication in healthcare [4]

本次会议的召集、召开和表决程序符合《公司法》和《公司章程》等有关规 定，合法有效。经出席会议董事审议和表决，本次会议形成了以下决议： 一、审议通过《关于公司 2025 年半年度报告及其摘要的议案》 内容详见上海证券交易所网站（www.sse.com.cn）。 表决情况：6 票同意，0 票反对，0 票弃权。 二、审议通过《关于向银行申请综合授信额度的议案》 为满足公司经营资金需求，同意公司及子公司向相关银行申请综合授信额 度，综合授信额度内容包括但不限于各种类型贷款、银行承兑汇票、保函、保理、 信用证、押汇、国际国内贸易融资业务、票据贴现等综合授信业务。具体情况如 下： 证券代码：603636 证券简称：南威软件 公告编号：2025-057 南威软件股份有限公司 第五届董事会第十二次会议决议公告 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。 南威软件股份有限公司（以下简称"公司"）第五届董事会第十二次会议， 于 2025 年 8 月 27 日在公司会议室以现场会议结合通讯表决的方式召开。本次会 议已于会前以电子邮件、电话 ...

[Important Notice](index=2&type=section&id=Important%20Notice) This section provides an overview and declarations, ensuring the truthfulness, accuracy, and completeness of the semi-annual report, which remains unaudited [Report Overview and Declarations](index=2&type=section&id=Report%20Overview%20and%20Declarations) The Board of Directors, Supervisory Board, and senior management guarantee the semi-annual report's accuracy and completeness, which is unaudited - The company's Board of Directors, Supervisory Board, and senior management guarantee the truthfulness, accuracy, and completeness of the semi-annual report, assuming individual and joint legal responsibility[4](index=4&type=chunk) - This semi-annual report is unaudited[6](index=6&type=chunk) - Company head Wu Zhixiong, chief accountant Zeng Zhiyong, and head of accounting Zhang Yuan declare the financial report in the semi-annual report is true, accurate, and complete[6](index=6&type=chunk) - The profit distribution plan or capital reserve capitalization plan for this reporting period, approved by the Board of Directors, is not applicable[7](index=7&type=chunk) - Forward-looking statements regarding future plans and development strategies in this report do not constitute a commitment to investors; investors are advised to be aware of investment risks[7](index=7&type=chunk) - There is no non-operating appropriation of funds by controlling shareholders or other related parties, nor any external guarantees provided in violation of decision-making procedures[8](index=8&type=chunk) - The company has detailed existing risks in this report; please refer to "Potential Risks" in Section III "Management Discussion and Analysis"[9](index=9&type=chunk) [Section I Definitions](index=4&type=section&id=Section%20I%20Definitions) This section defines common terms used throughout the report, ensuring clarity and consistent understanding of the content [Definitions of Common Terms](index=4&type=section&id=Definitions%20of%20Common%20Terms) This section defines common terms used in the report, including company name, reporting period, regulatory bodies, and specific business terminology - Company, the Company, or Linewell Software refers to Linewell Software Co., Ltd[17](index=17&type=chunk) - Reporting period refers to January 1, 2025, to June 30, 2025[17](index=17&type=chunk) - Government services refer to administrative services such as permits, confirmations, rulings, awards, and penalties provided by governments, departments, and public institutions to social organizations, enterprises, and individuals in accordance with laws and regulations[17](index=17&type=chunk) [Section II Company Profile and Key Financial Indicators](index=4&type=section&id=Section%20II%20Company%20Profile%20and%20Key%20Financial%20Indicators) This section provides an overview of the company's basic information and key financial performance indicators for the reporting period [Company Basic Information](index=4&type=section&id=Company%20Basic%20Information) This section discloses the company's Chinese name, abbreviation, English name, abbreviation, and legal representative - The company's Chinese name is 南威软件股份有限公司, abbreviated as 南威软件[14](index=14&type=chunk) - The company's English name is Linewell Software Co., Ltd., abbreviated as Linewell[14](index=14&type=chunk) - The company's legal representative is Wu Zhixiong[14](index=14&type=chunk) [Contact Person and Information](index=4&type=section&id=Contact%20Person%20and%20Information) This section provides the name, address, telephone, fax, and email of the Board Secretary - The Board Secretary's name is Xu Chunmei[15](index=15&type=chunk) - Contact number is 0595-68288889, and email is ir@linewell.com[15](index=15&type=chunk) [Brief Introduction to Changes in Basic Information](index=4&type=section&id=Brief%20Introduction%20to%20Changes%20in%20Basic%20Information) This section outlines the company's registered and office addresses, noting no historical changes during the reporting period - The company's registered and office addresses are both Building 2, Linewell Building, Fenghai Road, Fengze District, Quanzhou City, Fujian Province[16](index=16&type=chunk) - There are no historical changes to the company's registered address, and the inquiry index for changes during the reporting period is not applicable[16](index=16&type=chunk) [Brief Introduction to Changes in Information Disclosure and Document Storage Locations](index=5&type=section&id=Brief%20Introduction%20to%20Changes%20in%20Information%20Disclosure%20and%20Document%20Storage%20Locations) This section lists the company's selected newspapers for information disclosure, the website for semi-annual reports, and the report's storage location - The newspapers selected by the company for information disclosure include Shanghai Securities News, Securities Daily, Securities Times, and China Securities Journal[18](index=18&type=chunk) - The website address for publishing the semi-annual report is www.sse.com.cn[18](index=18&type=chunk) - The company's semi-annual report is available at Building 2, Linewell Building, Fenghai Road, Fengze District, Quanzhou City, Fujian Province[18](index=18&type=chunk) [Company Stock Overview](index=5&type=section&id=Company%20Stock%20Overview) This section provides an overview of the company's stock type, listing exchange, stock abbreviation, and stock code - Stock type is A-share, listed on the Shanghai Stock Exchange[19](index=19&type=chunk) - Stock abbreviation is 南威软件, and stock code is 603636[19](index=19&type=chunk) [Company's Key Accounting Data and Financial Indicators](index=5&type=section&id=Company's%20Key%20Accounting%20Data%20and%20Financial%20Indicators) This section details key accounting data and financial indicators for the current and prior periods, explaining changes and showing improved operating efficiency and reduced losses Key Accounting Data for H1 2025 | Item | Current Period (Jan-Jun) | Prior Period | Change (%) | | :--- | :--- | :--- | :--- | | Operating Revenue | 313,749,470.50 CNY | 226,555,380.17 CNY | 38.49 | | Total Profit | -91,250,584.67 CNY | -134,036,298.64 CNY | 31.92 | | Net Profit Attributable to Shareholders of Listed Company | -72,045,232.84 CNY | -114,774,966.62 CNY | 37.23 | | Net Cash Flow from Operating Activities | 17,010,316.55 CNY | -46,899,796.85 CNY | 136.27 | | Net Assets Attributable to Shareholders of Listed Company (Period-end) | 2,288,089,357.61 CNY | 2,360,369,647.34 CNY | -3.06 | | Total Assets (Period-end) | 5,757,920,305.90 CNY | 5,840,147,832.32 CNY | -1.41 | Key Financial Indicators for H1 2025 | Item | Current Period (Jan-Jun) | Prior Period | Change (%) | | :--- | :--- | :--- | :--- | | Basic Earnings Per Share (CNY/share) | -0.12 | -0.20 | 40.00 | | Diluted Earnings Per Share (CNY/share) | -0.12 | -0.20 | 40.00 | | Basic Earnings Per Share Excluding Non-recurring Gains and Losses (CNY/share) | -0.13 | -0.20 | 35.00 | | Weighted Average Return on Net Assets (%) | -3.10 | -4.35 | Increased by 1.25 percentage points | | Weighted Average Return on Net Assets Excluding Non-recurring Gains and Losses (%) | -3.18 | -4.45 | Increased by 1.27 percentage points | - During the reporting period, the company's operating revenue increased by **38.49% year-on-year**, primarily due to continuous optimization of the project delivery management system and increased project acceptance amounts[21](index=21&type=chunk) - During the reporting period, the company's net profit attributable to shareholders of the listed company increased by **37.23% year-on-year**, mainly due to an **87.19 million CNY** increase in operating revenue, a **40.30 million CNY** decrease in period expenses, and a **15.52 million CNY** increase in investment income from improved operating efficiency of investee companies[21](index=21&type=chunk)[22](index=22&type=chunk) - During the reporting period, the company's net cash flow from operating activities was **17.01 million CNY**, an improvement of **63.91 million CNY year-on-year**, mainly due to intensified efforts in accounts receivable collection and reduced operating expenses through refined cost control[25](index=25&type=chunk) [Non-recurring Gains and Losses and Amounts](index=6&type=section&id=Non-recurring%20Gains%20and%20Losses%20and%20Amounts) This section lists non-recurring gains and losses and their amounts for the reporting period, totaling 1,802,420.53 CNY Non-recurring Gains and Losses for H1 2025 | Non-recurring Gain/Loss Item | Amount (CNY) | | :--- | :--- | | Gains or losses from disposal of non-current assets, including the write-back of impairment provisions | -192,173.60 | | Government grants recognized in current profit or loss, excluding those closely related to normal business operations, compliant with national policies, enjoyed according to fixed standards, and with a continuous impact on company profit or loss | 2,007,971.75 | | Fair value changes and disposal gains/losses from financial assets and liabilities held by non-financial enterprises, excluding effective hedging activities related to normal business operations | 940.96 | | Reversal of impairment provisions for accounts receivable subject to individual impairment testing | 683,285.

Core Viewpoint - Nanwei Software reported a revenue of 314 million yuan for the first half of 2025, representing a year-on-year growth of 38.49%. The net loss attributable to shareholders was 72.0452 million yuan, which is a reduction of 37.23% compared to a net loss of 115 million yuan in the same period last year [1]. Financial Performance - Revenue for the first half of 2025 reached 314 million yuan, marking a 38.49% increase year-on-year [1]. - The net loss attributable to shareholders was 72.0452 million yuan, which is a 37.23% improvement from the previous year's net loss of 115 million yuan [1].

Group 1 - The State Council released opinions on the implementation of the "Artificial Intelligence +" initiative, aiming for over 70% application penetration of new intelligent terminals and intelligent agents by 2027, and over 90% by 2030 [1] - The initiative includes building national AI application pilot bases, promoting the intelligent transformation of software and information service companies, and developing AI application service providers [1] - The focus is on creating a smart product ecosystem, with significant development in smart connected vehicles, AI smartphones and computers, smart robots, smart homes, and wearable devices [1] Group 2 - Huatai Securities believes that generative AI is entering a new development stage dominated by AI agents, which are seen as "digital employees" capable of understanding, planning, and executing complex tasks [2] - The demand for energy and semiconductors is rapidly increasing as AI agents transition from experimental to large-scale deployment, making these resources strategic and bottleneck factors for AI development [2] - Northeast Securities highlights that edge AI is evolving terminal devices from "single-function" to "scene intelligence," creating a core technology foundation for the Internet of Everything [2] Group 3 - Companies involved in AI applications across various sectors include: - AI + Government: Taiji Co., South威 Software, Newpoint Software, Digital Government, and Tuoer Si [3] - AI + Justice: Jinqiao Information, Huayu Software, and Tongda Hai [3] - AI + Finance and Tax: Tax Friend Co., Zhongke Jiangnan, and Bosi Software [3] - AI + Enterprise Services: Kingsoft Office, Yonyou Network, Kingdee International, Inspur Digital Enterprise, Guangyun Technology, Zhiyuan Interconnection, and Fanwei Network [3] - AI + Programming: Jin Modern and Puyuan Information [3] Group 4 - Companies such as Kute Intelligent and Nanxing Co. are identified as active entities in the AI agent space [4]

Group 1 - The company will hold a half-year performance briefing on September 1, 2025, from 14:00 to 15:00 [2][3][6] - The briefing will be conducted in an interactive online format, allowing investors to ask questions [3][5] - The company plans to release its half-year report on August 30, 2025, to provide insights into its operational results and financial status [2][3] Group 2 - The company has signed a maximum guarantee contract with Shanghai Bank for a credit facility of up to RMB 20 million for its subsidiary, Northern Technology [9][10] - The guarantee period is three years from the maturity of the debt [12] - The board of directors has approved the guarantee, which is within the previously authorized limit of RMB 669 million for subsidiary financing [10][14] Group 3 - The total amount of external guarantees provided by the company and its subsidiaries is RMB 62.05 million, representing 26.29% of the latest audited net assets [14] - The company has not provided guarantees to controlling shareholders or related parties, and there are no overdue guarantees [14]

Group 1 - The company has signed a maximum guarantee contract with Shanghai Bank to provide a joint liability guarantee for its subsidiary, Northern Technology Group, with a maximum credit amount of RMB 20 million [1][4] - The guarantee period is three years from the maturity date of the debt, and there is no counter-guarantee involved [1][4] - The company has approved a total guarantee amount of up to RMB 669 million for its subsidiaries, and the current guarantee balance for Northern Technology is RMB 10.25 million, with an available guarantee limit of RMB 59.75 million [2][5] Group 2 - The board of directors believes that the guarantee is necessary for the subsidiary's daily operations and will positively impact the company's development and efficiency [5] - The company has a total external guarantee amount of RMB 620.51 million, which accounts for 26.29% of the latest audited net assets, and all guarantees are provided to wholly-owned or controlled subsidiaries [6]