Core Points - The board of directors of China Software and Technology Service Co., Ltd. held its 22nd meeting of the 8th session, where several key resolutions were passed regarding the use of funds and the management of subsidiaries [1][2][3] Group 1: Board Meeting Details - The board meeting was held on August 22, 2025, with all 7 directors present, and was conducted via telecommunication [1] - The meeting was chaired by Chairman Chen Zhihua, with the presence of the supervisory board chairman and other representatives [1] Group 2: Use of Funds - The board approved the use of self-owned funds by its subsidiary, Qilin Software Co., Ltd., to pay for project-related expenses, which will later be replaced by raised funds within six months [2] - A resolution was passed to use up to RMB 1.5 billion of temporarily idle raised funds for cash management, focusing on high-security and liquid investment products [2][3] - The income generated from cash management will be prioritized to cover any shortfall in project investment amounts [3] Group 3: Subsidiary Management - The board approved the dissolution of three wholly-owned subsidiaries: Zhongruan Yuntai, Zhongruan Yunan, and Zhongruan Yunzhen, to reduce management costs and control operational risks [4][5][6] - Zhongruan Yuntai, established in September 2020, had a registered capital of RMB 10 million and reported a net profit of RMB 21,900 as of 2025 [4] - Zhongruan Yunan, founded in June 2001, had a registered capital of RMB 3.5 million and was involved in information security services [5] - Zhongruan Yunzhen, established in July 2020, had a registered capital of RMB 30 million and focused on government digital planning services [6]

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].