证券代码：600536 证券简称：中国软件 公告编号：2025-037 中国软件与技术服务股份有限公司 第八届董事会第二十二次会议决议公告 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。 （三）本次董事会会议于 2025 年 8 月 22 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。 （五）本次董事会会议由董事长谌志华主持，公司监事会主席高慕群、监事 唐大龙、职工代表监事周东云，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）关于使用自有资金方式支付募投项目所需资金并以募集资金等额置换 的议案 一、董事会会议召开情况 （一）公司第八届董事会第二十二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 8 月 1 日以微信方式发出。 公司募投项目实施主体，即子公司麒麟软件有限公司（以下简称"麒麟软件"）拟在募 投项目实施期间，预先使用自有资金支付 ...

Group 1 - The company plans to reduce the registered capital of its wholly-owned subsidiary, Huaxiang Asset Management Co., Ltd., from 400 million RMB to 105 million RMB, optimizing resource allocation and aligning with its business development strategy [2][4][5] - The board of directors approved the capital reduction on April 27, 2025, and it does not require shareholder meeting approval as it does not constitute a related party transaction or a major asset restructuring [2][5][6] - As of December 31, 2024, Huaxiang Asset Management had total assets of approximately 105.68 million RMB and a net profit of approximately 6.82 million RMB, despite having zero operating revenue [3] Group 2 - The company intends to dissolve its wholly-owned subsidiary, Anhui Hongguang Window Industry Co., Ltd., which has been inactive since April 2023, to focus on its core business and optimize resource allocation [7][9][10] - The dissolution will not significantly impact the company's overall business development or profitability, as the subsidiary's operations accounted for a low proportion of the company's total business [10] - The board of directors authorized the management team to handle the necessary procedures for the dissolution, which does not require shareholder meeting approval [7][10] Group 3 - The company plans to use up to 50 million RMB of temporarily idle funds for wealth management or entrusted financial products to enhance fund utilization efficiency and increase returns [12][13][23] - The investment will focus on high-security, liquid financial products, with the board having approved this plan on April 27, 2025, without needing shareholder approval [20][21][23] - The investment strategy aims to maximize financial management benefits while ensuring the safety of the company's funds [14][23] Group 4 - The company will hold its 2024 annual shareholder meeting on May 19, 2025, with both onsite and online voting options available [26][27] - The meeting will address various proposals, including the profit distribution plan for 2024, and will not involve any special resolutions or related party transactions [32][33][10] - Shareholders must register to attend the meeting, with specific procedures outlined for both individual and corporate shareholders [39][43]

Core Viewpoint - The company is undergoing an internal restructuring of its subsidiary equity structure, which will not significantly impact its normal operations or financial results in the current and future periods [1][4]. Group 1: Equity Transfer Details - The company plans to transfer 60% equity of Zhengzhou Bowei Material Bidding Co., Ltd. from its wholly-owned subsidiary Zhengzhou Coal and Electricity Material Supply Co., Ltd. to itself, resulting in the company holding 80% of Bowei Bidding [1][2]. - The company will also transfer 30.51% equity of Zhengzhou Xianglong Geological Engineering Co., Ltd. from its wholly-owned subsidiary Zhengzhou Coal Industry (Group) Hengtai Disaster Governance Co., Ltd. to itself, increasing its total ownership to 54.92% [2][3]. Group 2: Purpose and Impact of the Transaction - The purpose of this transaction is to reduce the number of legal entities, adjust the subsidiary equity structure, and optimize internal resources to enhance management efficiency [4]. - The restructuring is classified as an internal integration within the consolidated financial statements and will not constitute a related party transaction [4]. Group 3: Procedural Aspects - The equity transfer and the cancellation of certain subsidiaries will require the completion of business registration changes and liquidation procedures, with the company committed to timely information disclosure as progress occurs [1][4]. - The board of directors has approved the restructuring without the need for a shareholder meeting vote, in accordance with relevant laws and regulations [4].