证券代码：600536 证券简称：中国软件 公告编号：2025-032 中国软件与技术服务股份有限公司 第八届董事会第二十一次会议决议公告 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 （二）本次董事会会议通知和材料于 2025 年 6 月 25 日以微信方式发出。 （三）本次董事会会议于 2025 年 7 月 4 日，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。 （一）公司第八届董事会第二十一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。 鉴于公司已于 2025 年 2 月 20 日办理完成 2021 年限制性股票激励计划授予的 207,898 股股权激励限制性股票的回购注销，股份总数由 850,170,397 股变更为 849,962,499 股，拟 将公司注册资本由 850,170,397 元变更为 849,962,499 元；公司已于 2025 年 7 月 3 日就向 特 ...

Core Viewpoint - The company plans to repurchase shares through a centralized bidding process, with a total repurchase amount between RMB 100 million and RMB 200 million, aimed at enhancing investor confidence and establishing a long-term incentive mechanism for employees [1][7][10]. Summary by Relevant Sections Repurchase Plan Details - Total repurchase amount: not less than RMB 100 million and not more than RMB 200 million [1][7]. - Source of funds: company’s own funds [9]. - Purpose of repurchase: to be used for employee stock ownership plans or equity incentives; untransferred shares after three years will be canceled [1][7]. - Maximum repurchase price: RMB 60.52 per share, which does not exceed 150% of the average trading price over the previous 30 trading days [1][9]. - Method of repurchase: through the Shanghai Stock Exchange trading system [1][6]. Timeline and Approval - Repurchase period: within 12 months from the approval date by the shareholders' meeting [2][5]. - The repurchase proposal was approved at the first extraordinary shareholders' meeting on June 26, 2025 [2][5]. Shareholder Actions - Major shareholders have confirmed no current plans for share reduction, with one major shareholder having completed a reduction plan on June 9, 2025 [2][12]. - The chairman and vice-chairman plan to increase their shareholdings during the repurchase period [3][11]. Financial Impact - The repurchase is expected to have a minimal impact on the company's financials, with the maximum repurchase amount representing only 2.29% of total assets and 3.52% of net assets [10]. - The company's debt ratio is 34.86%, indicating that the repurchase will not significantly affect its debt servicing ability [10]. Future Share Structure - The repurchase is projected to reduce the total share capital by approximately 0.24% to 0.49%, depending on the final number of shares repurchased [7][8]. Compliance and Governance - The company has established a dedicated repurchase account and will comply with all relevant regulations during the repurchase process [17]. - The board of directors has been authorized to manage the repurchase details, including timing and pricing adjustments as necessary [15].

Core Viewpoint - The legal opinion letter from Guangdong Xinda Law Firm confirms that Kangmei Pharmaceutical Co., Ltd.'s plan to repurchase and cancel unvested restricted stocks under its first and second stock incentive plans complies with relevant laws and regulations [4][6][8]. Summary by Sections Repurchase and Cancellation Conditions - The decision to terminate the first and second stock incentive plans and repurchase unvested restricted stocks is based on the provisions of the Management Measures and has been approved by the company's board and shareholders [4][6]. Decision-Making Process and Information Disclosure - On September 14, 2021, the company held meetings to approve the termination of the first and second stock incentive plans and the repurchase of unvested stocks, with independent directors expressing agreement [6][7]. - The company disclosed the resolutions through official announcements [7]. Involved Parties, Share Quantity, and Cancellation Date - The repurchase involves 816 incentive recipients [8]. - The total number of shares to be repurchased and canceled is 34.97 million shares [8]. - The company has applied for the necessary procedures with the China Securities Depository and Clearing Corporation [8]. Conclusion - The legal opinion concludes that the repurchase and cancellation process meets all necessary legal and regulatory requirements [8].

Investment Rating - The report maintains a "Buy-A" rating for the company [1][7]. Core Views - The company demonstrates strong confidence in its long-term development through share buyback and equity incentive plans, which are expected to enhance investor confidence [4][5]. - The company's revenue and profit are projected to grow significantly, with a focus on expanding production capacity in red and yellow light segments, which will contribute to overall profitability [6]. Summary by Sections Market Performance - As of July 3, 2025, the closing price is 12.17 yuan, with a year-to-date high of 15.38 yuan and a low of 7.63 yuan. The circulating A-shares amount to 5.22 billion, with a total market capitalization of 82.77 billion yuan [2]. Financial Performance - For 2024, the company is expected to achieve revenue of 2.76 billion yuan, a year-on-year increase of 11.23%, and a net profit of 196 million yuan, up 61.44% [6][9]. - In Q1 2025, the company reported revenue of 731 million yuan, a 21.80% increase year-on-year, and a net profit of 61 million yuan, growing by 27.72% [6]. Share Buyback and Equity Incentives - The company plans to cancel 32.83 million shares from its buyback account, reducing its total share capital from 680 million to 647 million shares, reflecting strong financial health [3][4]. - The equity incentive plan involves granting 10 million restricted shares, representing 1.47% of the total share capital, aimed at motivating key personnel and aligning their interests with the company's growth targets [5]. Earnings Projections - Expected EPS for 2025-2027 are 0.41, 0.53, and 0.64 yuan, with corresponding P/E ratios of 29.4, 22.4, and 18.5 [7][9].

Core Viewpoint - The legal opinion letter from Junzejun Law Firm outlines the adjustments to the grant price and exercise price of stock options and the cancellation of certain restricted stocks and stock options for Shenzhen Fabon Information Technology Co., Ltd. as part of its 2023 incentive plan [1][2][12]. Summary by Sections Approval and Authorization of Adjustments and Cancellations - The company has completed necessary procedures for the adjustments and cancellations, including approvals from the board of directors and the supervisory board on multiple dates in 2023 and 2024 [5][6][7][8][9][10][11][12][15]. Details of the Adjustments - The adjustments were made in response to a cash dividend distribution approved by the shareholders, where the company will distribute 0.65 RMB per 10 shares, leading to a reduction in the grant and exercise prices [12][13]. - The adjusted grant price for restricted stocks is approximately 7.28 RMB per share, and the adjusted exercise price for stock options is approximately 14.73 RMB per share [13][14]. Cancellations of Restricted Stocks and Stock Options - The cancellation of restricted stocks and stock options is due to the departure of one incentive object, resulting in the cancellation of 8,478 shares of restricted stock and 8,478 stock options [14][15]. - The company has followed the required procedures for these cancellations, which do not require further shareholder approval [15]. Information Disclosure - The company has fulfilled its information disclosure obligations regarding the adjustments and cancellations, and will continue to disclose relevant information as required by laws and regulations [15][16].

Core Viewpoint - The company has announced adjustments to the grant price and exercise price of its 2023 restricted stock and stock option incentive plan, following necessary approvals and procedures [1][4][7]. Summary by Sections Approval Procedures - The incentive plan underwent several approval steps, including reviews by the compensation and assessment committee, board of directors, and supervisory board, all of which were completed by May 31, 2023 [2][3]. - The company held a temporary shareholders' meeting on June 19, 2023, where the incentive plan was approved [3]. Adjustment Details - The adjustment of the grant price and exercise price was necessitated by the completion of the 2024 annual equity distribution on May 30, 2025, which involved a cash dividend of 0.65 RMB per 10 shares [5][6]. - The adjusted grant price for restricted stock is approximately 7.28 RMB per share, and the adjusted exercise price for stock options is approximately 14.73 RMB per share [6]. Impact on the Company - The adjustments comply with relevant regulations and will not materially affect the company's financial status or operational results [6][7]. Supervisory Board Opinion - The supervisory board agrees that the adjustments are in line with legal and regulatory requirements and do not harm the interests of the company or its shareholders [7]. Legal Opinion - The legal firm has confirmed that the adjustments and cancellations have received necessary approvals and comply with applicable laws and regulations [7][8].

Core Points - The company has completed the registration of the stock option incentive plan, granting 36.4543 million restricted shares at a price of 4.45 yuan per share, with the listing date set for June 21, 2024 [1][15] - The first phase of the incentive plan has undergone necessary approvals, including adjustments to the list of incentive recipients and the number of shares granted [2][3] - The first unlock period for the restricted shares has been achieved, allowing 1.061168 million shares to be released from restrictions, representing 0.3161% of the total share capital as of July 1, 2025 [3][6] Incentive Plan Details - The incentive plan involves granting stock options to 1,083 recipients, totaling 87.457 million options with an exercise price of 7.12 yuan per option [5][16] - Adjustments were made to the incentive plan due to 86 recipients leaving the company and 59 not meeting performance targets, resulting in the cancellation of 7.7466 million stock options [5][16] - The company has also repurchased and canceled 4.13564 million restricted shares from recipients who left or did not meet performance criteria [6][16] Performance Conditions - The performance conditions for the first unlock period required the company to achieve a net profit of at least 150 million yuan for 2024, while the actual net profit reported was 58.3818 million yuan [12][13] - The individual performance assessments for recipients were categorized, with those rated "D" facing restrictions on their shares, which would be repurchased at the grant price [12][14] Changes in Share Structure - Following the unlock of restricted shares, the company's share structure will reflect a decrease in restricted shares from 55.404 million to 44.792 million, while the total share capital remains at 3.357 billion shares [18][19] - The proportion of restricted shares in the total share capital will adjust accordingly, impacting the overall equity distribution within the company [18][19]

Core Viewpoint - Changhong Meiling plans to repurchase its A-shares using self-owned and self-raised funds, with a total amount between RMB 150 million and RMB 300 million, aimed at stock incentive programs to enhance investor confidence and improve shareholder returns [1][3][9] Summary by Sections Repurchase Plan - The repurchase will be conducted through centralized bidding, with a maximum price of RMB 10.67 per share, adjusted from RMB 11 due to profit distribution [5][13] - The estimated number of shares to be repurchased ranges from approximately 14,058,107 shares (1.36% of total shares) to 28,116,213 shares (2.73% of total shares) based on the total fund limits [1][8] Purpose of Repurchase - The repurchase aims to boost investor confidence, enhance shareholder returns, and establish a long-term incentive mechanism for the company [3][9] Funding Sources - The funding for the repurchase will come from the company's own funds and self-raised funds, including a commitment from a bank for a maximum loan of RMB 270 million [6][14] Implementation Period - The repurchase period will last up to 12 months from the board's approval date, with conditions for early termination if certain funding thresholds are met [6][12] Shareholder Plans - As of the announcement date, there are no plans for share reduction by directors, supervisors, senior management, or major shareholders during the repurchase period [2][9] Compliance and Conditions - The repurchase complies with relevant regulations and will be adjusted according to any corporate actions such as dividends or stock splits [4][6] Impact on Company Structure - If all repurchased shares are used for stock incentives, the expected changes in shareholding structure will be detailed, indicating a slight increase in shares with limited trading conditions [8][9] Disclosure and Reporting - The company will adhere to strict disclosure requirements throughout the repurchase process, including monthly updates and immediate reporting of significant changes [14][15]

Core Viewpoint - Shanghai Meino Biological Technology Co., Ltd. is undergoing a review of its stock incentive plan to ensure compliance with relevant regulations and to protect the interests of shareholders [1][2][3]. Compliance with Listing Company Requirements - The financial report for the most recent accounting year did not receive a negative opinion or inability to express an opinion from the registered accountant [1]. - There have been no instances in the last 36 months where profit distribution did not comply with laws, regulations, or company articles [1]. Compliance of Incentive Objects - The incentive plan does not include shareholders or actual controllers holding more than 5% of the company's shares [1]. - No significant violations leading to administrative penalties from the China Securities Regulatory Commission (CSRC) have occurred in the last 12 months [1]. Compliance of Incentive Plan - The total number of shares involved in all effective stock incentive plans does not exceed 20% of the company's total equity [1]. - The reserved rights for incentive objects do not exceed 20% of the proposed rights to be granted in this stock incentive plan [1]. Disclosure Completeness of Incentive Plan - The plan's purpose, criteria for determining incentive objects, and the range of those objects have been clearly stated [1]. - The number of rights to be granted and their percentage of the company's total equity have been disclosed, including any reserved rights [1]. - The plan includes details on the effective period, authorization date, and lock-up arrangements [1]. Performance Assessment Indicators - Performance assessment indicators are objective, public, clear, and beneficial for enhancing the company's competitiveness [4]. - At least three comparable companies from the same industry have been selected for benchmarking [4]. Compliance of Lock-up and Vesting Periods - The interval between the authorization date of restricted stock and the first lifting of restrictions is not less than one year [4]. - The proportion of stock options that can be exercised in each period does not exceed 50% of the total stock options granted to the incentive objects [4]. Professional Opinions and Legal Compliance - The remuneration and assessment committee has provided opinions on whether the stock incentive plan benefits the company's sustainable development [4]. - The company has engaged a law firm to issue a legal opinion in accordance with the Stock Incentive Management Measures [4].

Core Viewpoint - The Shanghai Meino Biological Technology Co., Ltd. has proposed a restricted stock incentive plan for 2025, which has been reviewed and deemed eligible for implementation by the Board of Directors' Compensation and Assessment Committee [1][3]. Group 1: Eligibility and Compliance - The company meets the qualifications to implement the stock incentive plan as there have been no negative or unqualified audit opinions on the financial reports for the last accounting year [1]. - The incentive plan does not include independent directors, and all selected incentive objects comply with the conditions set forth in the relevant regulations [2]. Group 2: Disclosure and Approval Process - The company is required to publicly disclose the names and positions of the incentive objects for at least 10 days prior to the shareholders' meeting [3]. - The plan's details, including grant arrangements and conditions, must be reviewed and approved by the shareholders' meeting before implementation [3]. Group 3: Objectives and Benefits - The incentive plan aims to align the interests of employees and shareholders, enhance management efficiency, and support the sustainable development of the company [3].