2、公司于 2025 年 8 月 8 日至 2025 年 8 月 17 日在公司内部对拟激励对象的 姓名和职务进行了公示，公示期间共计 10 天，公司员工可向公司董事会薪酬与 考核委员会提出反馈意见。截至公示期满，公司董事会薪酬与考核委员会未收到 任何人对拟激励对象提出的异议。 证券代码：688083 证券简称：中望软件 公告编号：2025-049 广州中望龙腾软件股份有限公司 董事会薪酬与考核委员会 关于公司 2025 年限制性股票激励计划 激励对象名单的公示情况说明及核查意见 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、准确性和完整性依法承担法律责任。 广州中望龙腾软件股份有限公司（以下简称"公司"）召开第六届董事会第 十六次会议，审议通过了《关于<广州中望龙腾软件股份有限公司 2025 年限制性 股票激励计划（草案）>及其摘要的议案》等议案。根据《上市公司股权激励管 理办法》（以下简称"《管理办法》"）的相关规定，公司对 2025 年限制性股票激 励计划激励对象名单在公司内部进行了公示。公司董事会薪酬与考核委员会结合 公示情况对拟激励对象进行了核 ...

Core Insights - The report highlights that as of July 29, 2024, there are 5,817 listed companies in the A-share market, with 1,144 CFOs earning over 1 million yuan, accounting for over 21% of the total [1] CFO Compensation Overview - The total compensation for CFOs in the A-share market reached 4.243 billion yuan in 2024, with an average salary of 760,300 yuan [1] - In the software development sector, there are 109 CFOs, with an average salary of 883,800 yuan, ranking 53rd among 124 industries [1] - The average salary for software development CFOs increased by 38,200 yuan compared to the previous year, also ranking 53rd in terms of salary growth [1] Salary Distribution in Software Development - Among the 109 CFOs in the software development industry, 56 earn between 500,000 and 1 million yuan, making up over half of the total [2] - There are 31 CFOs with salaries exceeding 1 million yuan, representing nearly 30% of the total [2] - The highest-paid CFO is Zhang Hailong from 360, with a salary of 4.7433 million yuan, followed by Liu Erming from Huada Jiutian at 2.7218 million yuan [2] Age and Educational Background of CFOs - The age distribution of CFOs ranges from 35 to 60 years, with the majority (53) aged between 42 and 50, accounting for nearly 60% [4] - The age group with the highest average salary is 35 years, at 2.509 million yuan, driven by the high salary of Ye Jiajie from Hehe Information [4] - The oldest CFO is Cui Yinqiao from Jinchengzi, aged 65, while the youngest is Li Kui from Zhongwang Software, aged 31 [6] - Among the CFOs, 50 hold a bachelor's degree and 47 hold a master's degree, totaling 97, which is nearly 90% of the total [6] Relationship Between CFO Compensation and Company Performance - A negative correlation exists between CFO compensation and company performance in the software development sector [8] - Revenue growth rates corresponding to three salary segments (0-1.5 million yuan) are 43.56%, -2.74%, and -4.98%, indicating a decline as CFO salaries increase [8] - Net profit growth rates for the same salary segments are -31.23%, -126.54%, and -314.36%, further demonstrating the negative correlation with CFO compensation [8]

Core Insights - The report highlights that as of July 29, 2024, there are 5,817 listed companies in the A-share market, with 1,144 CFOs earning over 1 million yuan, accounting for over 21% of the total [1] CFO Compensation Overview - The total compensation for CFOs in the A-share market reached 4.243 billion yuan in 2024, with an average salary of 760,300 yuan [1] - In the software development sector, there are 109 CFOs, with an average salary of 883,800 yuan, ranking 53rd among 124 industries [1] - The average salary for software development CFOs increased by 38,200 yuan compared to the previous year, also ranking 53rd in terms of salary growth [1] Salary Distribution in Software Development - Among the 109 CFOs in the software development industry, 56 earn between 500,000 and 1 million yuan, making up over half of the total [2] - There are 31 CFOs with salaries exceeding 1 million yuan, representing nearly 30% of the total [2] - The highest-paid CFO is Zhang Hailong from 360, with a salary of 4.7433 million yuan, followed by Liu Erming from Huada Jiutian at 2.7218 million yuan [2] Age and Educational Background of CFOs - The age distribution of CFOs ranges from 35 to 60 years, with the majority (53 CFOs) aged between 42 and 50, accounting for nearly 60% [4] - The age group with the highest average salary is 35 years, with an average of 2.509 million yuan, driven by the high salary of Ye Jiajie from Hehe Information [4] - The oldest CFO is Cui Yinqiao from Jinchengzi, aged 65, while the youngest is Li Kui from Zhongwang Software, aged 31 [6] - Among the CFOs, 50 hold a bachelor's degree and 47 hold a master's degree, totaling 97 individuals, which is nearly 90% of the total [6] Relationship Between CFO Compensation and Company Performance - A negative correlation exists between CFO compensation and company performance in the software development sector [8] - Revenue growth rates corresponding to three salary segments (0-1.5 million yuan) are 43.56%, -2.74%, and -4.98%, indicating a decline as CFO salaries increase [8] - The corresponding net profit growth rates are -31.23%, -126.54%, and -314.36%, further demonstrating the negative correlation with CFO compensation [8]

Core Insights - The report highlights that as of July 29, 2024, there are 5,817 listed companies in the A-share market, with 1,144 CFOs earning over 1 million yuan, accounting for over 21% of the total [1] Group 1: CFO Compensation Overview - The total compensation for A-share CFOs reached 4.243 billion yuan in 2024, with an average salary of 760,300 yuan [1] - In the software development sector, there are 109 CFOs, with an average salary of 883,800 yuan, ranking 53rd among 124 industries [1] - The average salary for software development CFOs increased by 38,200 yuan compared to the previous year, also ranking 53rd in terms of salary growth [1] Group 2: Salary Distribution - Among the 109 CFOs in the software development industry, 56 earn between 500,000 and 1 million yuan, making up over half of the total [2] - There are 31 CFOs with salaries exceeding 1 million yuan, representing nearly 30% of the total [2] - The highest-paid CFO is Zhang Hailong from 360, with a salary of 4.7433 million yuan, followed by Liu Erming from Huada Jiutian at 2.7218 million yuan [2] Group 3: Age and Education of CFOs - The age distribution of CFOs ranges from 35 to 60 years, with the majority (53 CFOs) aged between 42 and 50, accounting for nearly 60% [4] - The age group with the highest average salary is 35 years, with an average of 2.509 million yuan, driven by the high salary of Ye Jiajie from Hehe Information [4] - The oldest CFO is Cui Yinqiao from Jinchengzi, aged 65, while the youngest is Li Kui from Zhongwang Software, aged 31 [6] - Among the CFOs, 50 hold a bachelor's degree and 47 hold a master's degree, totaling 97, which is nearly 90% of the total [6] Group 4: Relationship Between CFO Compensation and Company Performance - There is a significant negative correlation between CFO compensation and company performance in the software development sector [8] - Revenue growth rates corresponding to three salary segments (0-1.5 million yuan) are 43.56%, -2.74%, and -4.98%, indicating a decline as CFO salaries increase [8] - The corresponding net profit growth rates are -31.23%, -126.54%, and -314.36%, further demonstrating the negative correlation with CFO compensation [8]

证券日报网讯8月7日晚间，中望软件发布公告称，公司将于2025年8月29日召开2025年第二次临时股东 会。本次股东会将审议《关于 <广州中望龙腾软件股份有限公司2025年限制性股票激励计划 草案="草 案"> 及其摘要的议案》等多项议案。 ...

证券代码：688083 证券简称：中望软件 公告编号：2025-045 广州中望龙腾软件股份有限公司 关于调整 2024 年限制性股票激励计划 授予价格及授予数量的公告 本公司董事会及全体董事保证本公告内容不存在虚假记载、误导性陈述 或者重大遗漏，并对其内容的真实性、准确性和完整性依法承担法律责任。 广州中望龙腾软件股份有限公司（以下简称"公司"）于 2025 年 8 月 7 日召 开第六届董事会第十六次会议，审议通过了《关于调整 2024 年限制性股票激励 计划授予价格及授予数量的议案》。根据公司《2024 年限制性股票激励计划（草 案）》（以下简称"本激励计划"或"《激励计划（草案）》"）的有关规定及公司 量进行了调整。现将有关事项说明如下： 一、本次限制性股票激励计划已履行的决策程序和信息披露情况 了《关于 <广州中望龙腾软件股份有限公司 ensp="ensp" 年限制性股票激励计划="年限制性股票激励计 划" 草案="草案"> 及其摘要的议案》《关于 <广州中望龙腾软件股份有限公司 ensp="ensp" 年限制性股票激="年限制性股 票激"> 励计划实施考核管理办法>的议案》以及《关于提请股东大会授 ...

Core Viewpoint - The legal opinion letter confirms that Guangzhou ZWSoft Software Co., Ltd. is eligible to implement the 2025 Restricted Stock Incentive Plan, which aims to attract and retain talent while aligning the interests of shareholders, the company, and core team members [6][21][22]. Group 1: Company Overview - Guangzhou ZWSoft Software Co., Ltd. was established on November 30, 2006, and is a publicly listed company on the Shanghai Stock Exchange with stock code 688083 [6][7]. - The company has a registered capital of 1,213.03799 million RMB and is currently in operation [7]. Group 2: Incentive Plan Details - The 2025 Restricted Stock Incentive Plan includes provisions for the purpose, principles, management structure, and eligibility criteria for participants [9][11]. - The plan aims to establish a long-term incentive mechanism to motivate the core team and ensure the company's strategic goals are met [9][21]. - A total of 510,080 restricted stocks will be granted, accounting for approximately 0.30% of the company's total share capital [11][12]. Group 3: Eligibility and Distribution - The incentive plan targets 231 individuals, including directors, senior management, core technical personnel, and key employees, excluding independent directors and major shareholders [10][11]. - The distribution of restricted stocks among participants is detailed, with specific allocations for key personnel [12]. Group 4: Legal Compliance - The legal opinion confirms that the incentive plan complies with relevant laws, including the Company Law and Securities Law, as well as the regulations set forth by the China Securities Regulatory Commission [3][22]. - The plan has undergone necessary approvals and is in line with the disclosure requirements [20][22]. Group 5: Impact on Stakeholders - The plan is designed to enhance the company's long-term development and does not harm the interests of the company or its shareholders [21][22]. - The board's remuneration and assessment committee supports the plan, indicating its potential benefits for the company's sustainability [21].

广州中望龙腾软件股份有限公司董事会 上市公司实际控制人及其配偶、父母、子女。 广州中望龙腾软件股份有限公司 一、限制性股票激励计划的分配情况表 获授的限制 占授予限制性 占本激励计划公 姓名 国籍 职务 性股票数量 股票总数的比 告日股本总额的 （股） 例 比例 （一）董事、高级管理人员及核心技术人员 TIM FU 美国 副总经理 76,470 14.99% 0.0451% 刘玉峰 中国 董事、副总经理 4,710 0.92% 0.0028% 林庆忠 中国 董事、副总经理 4,710 0.92% 0.0028% 副总经理、董事会 字应坤 中国 4,710 0.92% 0.0028% 秘书 吕成伟 中国 董事 2,630 0.52% 0.0016% 李奎 中国 财务总监 2,630 0.52% 0.0016% Mark Louis 美国 核心技术人员 4,900 0.96% 0.0029% Vorwaller 孙凌云 中国 核心技术人员 4,080 0.80% 0.0024% 赵伟 中国 核心技术人员 4,080 0.80% 0.0024% 冯征文 中国 核心技术人员 4,080 0.80% 0.0024% 黄 ...

Core Viewpoint - The company, Guangzhou ZWSoft Co., Ltd., has proposed a 2025 Restricted Stock Incentive Plan aimed at attracting and retaining talent while aligning the interests of shareholders, the company, and its core team for long-term development [1][10]. Group 1: Incentive Plan Overview - The incentive tool used in this plan is restricted stock, specifically the second type of restricted stock, with shares sourced from the company's directed issuance or repurchase of A-shares [2][15]. - The total number of restricted shares to be granted is 510,080 shares, accounting for 0.30% of the company's total share capital of 1,695,845,470 shares as of the announcement date [2][16]. - The grant price for the restricted stock is set at 34.00 RMB per share [3][22]. Group 2: Eligibility and Conditions - The plan targets 231 individuals, representing approximately 11.83% of the total workforce of 1,952 employees as of the end of 2024, including directors, senior management, core technical personnel, and key employees [3][14]. - The plan stipulates that the restricted stock will not confer shareholder rights until vested and cannot be transferred or used as collateral before vesting [2][4]. Group 3: Vesting Schedule and Performance Metrics - The vesting period for the restricted stock is a maximum of 48 months, with shares vesting in stages based on the fulfillment of specific conditions [4][18]. - The performance assessment for the vesting of shares will be based on company-level metrics, including cumulative revenue from 3D CAD products and overseas revenue, with specific target values set for the years 2025 to 2027 [23][28]. Group 4: Governance and Approval Process - The plan requires approval from the company's shareholders and will be managed by the board of directors, which will also oversee the implementation and any necessary adjustments [6][30]. - The board's remuneration and assessment committee will evaluate the plan's alignment with the company's sustainable development and shareholder interests [12][30].

Core Viewpoint - The company is implementing a new stock incentive plan to attract and retain talent, aligning the interests of shareholders, the company, and core team members for long-term development [1][2]. Summary by Sections Stock Incentive Plan Overview - The stock incentive plan involves the issuance of second-class restricted stocks to enhance the long-term incentive mechanism and attract talent [1]. - The plan is based on various legal frameworks including the Company Law and Securities Law of China [1]. Existing Incentive Plans - The company is concurrently implementing the 2024 and 2023 restricted stock incentive plans, with specific details on the number of shares and grant prices [2]. - The 2024 plan involves granting 989,537 shares at prices of 51.15 CNY and 41.44 CNY per share [2]. - The 2023 plan granted 453,246 shares at 51.15 CNY per share, with specific vesting dates outlined [2]. Stock Incentive Mechanism - The new plan proposes to grant 510,080 restricted shares, representing 0.30% of the company's total share capital [3]. - The total number of shares involved in all incentive plans does not exceed 20% of the company's total share capital [3]. Target Recipients - The plan targets 231 individuals, including directors, senior management, core technical personnel, and key employees, excluding independent directors [4][5]. - The inclusion of foreign employees is justified as they play crucial roles in management and operations [5]. Granting and Vesting Conditions - The grant price for the restricted stocks is set at 34.00 CNY per share, with specific conditions for vesting based on performance metrics [7][9]. - Vesting occurs in three phases over a period of 48 months, with specific performance targets tied to revenue from 3D CAD products and overseas sales [13][16]. Performance Metrics - The performance targets include cumulative revenue from 3D CAD products and overseas sales, with specific trigger and target values for each vesting period [13][14]. - The company aims to enhance its market share in the 3D CAD sector, which is critical for its growth strategy [16]. Implementation Procedures - The plan requires approval from the shareholders and involves a detailed process for granting and vesting the stocks [19][20]. - The company must disclose the results of performance evaluations and any changes to the incentive plan as required by law [20][27]. Financial Impact - The stock incentive plan is expected to have a limited impact on the company's net profit, with costs amortized over the vesting period [24]. - The plan is designed to stimulate performance and efficiency, potentially leading to greater overall benefits than the associated costs [24].