Stock code: 688083 Stock abbreviation: ZWSOFT Announcement No.: 2024-099

Guangzhou Zhongwang Longteng Software Co., Ltd

Announcement of the resolution of the 11th meeting of the 6th session of the board of directors

The Board of Directors and all directors of the Company guarantee that there are no false records, misleading statements or material omissions in the content of this announcement, and assume individual and joint responsibility for the authenticity, accuracy and completeness of its content.

1. The convening of the board of directors meeting

Guangzhou Zhongwang Longteng Software Co., Ltd. (hereinafter referred to as the "Company" or "ZWSOFT") is the sixth director

Notice of the Eleventh Meeting (hereinafter referred to as the "Meeting") was served in writing on December 4, 2024

All directors. The meeting was held on December 9, 2024 by means of an in-person meeting combined with a communication vote and was convened by the Directors

Mr. Du Yulin presided over that the company should attend the meeting with 7 directors, and 7 directors actually attended. The convening and convening of this meeting are in accordance with the relevant laws, regulations and rules of the Company Law of the People's Republic of China and the Articles of Association of Guangzhou Zhongwang Longteng Software Co., Ltd. (hereinafter referred to as the "Articles of Association").

2. Deliberations of the Board of Directors Meeting

(1) "Proposal on By-election of Independent Directors of the Sixth Board of Directors of the Company and Determination of the Allowance of Independent Directors"

In accordance with the relevant provisions of the Company Law, the Articles of Association and other relevant provisions, the Board of Directors of the Company agreed to nominate Mr. Ning Zhenbo, Mr. Yan Fuyang and Mr. Li Yunchao as independent directors of the sixth session of the Board of Directors of the Company, among which Mr. Yan Fuyang is an accounting professional. After the review of the Remuneration and Appraisal Committee of the Board of Directors, it is proposed that the independent director allowance of Mr. Ning Zhenbo, Mr. Yan Fuyang and Mr. Li Yunchao is 125,000 yuan (tax included)/year. Before the 11th meeting of the 6th session of the board of directors, the company submitted the qualifications of Mr. Ning Zhenbo, Mr. Yan Fuyang and Mr. Li Yunchao as independent directors to the Shanghai Stock Exchange for the record in accordance with relevant regulations, and the Shanghai Stock Exchange did not raise any objections. The term of office of the newly elected directors shall be from the date of deliberation and approval of the general meeting of shareholders to the expiration of the sixth term of the board of directors. The directors attending the meeting voted on the proposal one by one, and the voting results are as follows:

1.01 "Proposal on By-election of Mr. Ning Zhenbo as an Independent Director of the Sixth Board of Directors of the Company and Determination of the Allowance of His Independent Directors"

Vote: 7 votes in favour, 0 votes against, 0 abstentions.

1.02 "Proposal on By-election of Mr. Yan Fuyang as an Independent Director of the Sixth Board of Directors of the Company and Determination of the Allowance of His Independent Directors"

Vote: 7 votes in favour, 0 votes against, 0 abstentions.

1.03 "Proposal on By-election of Mr. Li Yunchao as an Independent Director of the Sixth Board of Directors of the Company and Determination of the Allowance of His Independent Directors"

Vote: 7 votes in favour, 0 votes against, 0 abstentions.

The proposal has been deliberated and approved by the nomination committee of the board of directors of the company and the remuneration and assessment committee of the board of directors of the company, and it has been unanimously agreed to submit the proposal to the eleventh meeting of the sixth board of directors of the company for deliberation. This proposal still needs to be submitted to the company's sixth extraordinary general meeting of shareholders in 2024 for deliberation. For details, please refer to the Declaration and Undertaking of Independent Director Nominees, Declaration and Undertaking of Independent Director Candidates, and Announcement on the Resignation of Independent Directors and By-election of Independent Directors (Announcement No. 2024-101) published on the website of the Shanghai Stock Exchange (www.sse.com.cn) and designated media on the same day.

(2) "Proposal on the Use of Part of the Idle Own Funds for Cash Management"

In order to improve the efficiency of the use of temporarily idle own funds, rational use of own funds, increase the income of cash assets, and obtain more investment returns for the company and shareholders. On the premise of ensuring the daily operating capital needs and capital security, the Company (including subsidiaries within the scope of the consolidated statements) intends to use idle own funds for cash management, with a quota of no more than RMB 250,000 (inclusive) for the purchase of wealth management products of banks and other financial institutions with high security and good liquidity. Within the above-mentioned quota, the board of directors intends to authorize the chairman of the board of directors to exercise investment decision-making power, sign relevant legal documents, and the person in charge of finance will handle relevant matters. The authorization period shall be valid for 12 months from the date of approval by the Board of Directors, and the investment period of a single wealth management product shall not exceed 12 months. During the validity period of the above quota and resolution, the funds can be used on a rolling basis, and the company's finance department is responsible for organizing and implementing the matters.

The result of the vote: 7 votes in favor, 0 votes against and 0 abstentions.

The proposal has been deliberated and approved by the Audit Committee of the Board of Directors of the Company, and it has been unanimously agreed to submit the proposal to the 11th meeting of the sixth Board of Directors of the Company for deliberation. For details, please refer to the "Announcement on the Use of Part of Idle Own Funds for Cash Management" (Announcement No.: 2024-102) published on the website of the Shanghai Stock Exchange (www.sse.com.cn) and designated media on the same day.

(3) "Proposal on Proposing to Convene the Sixth Extraordinary General Meeting of Shareholders in 2024"

In accordance with the provisions of the Company Law of the People's Republic of China and other laws, regulations and the articles of association of the company, it is planned to convene the sixth extraordinary general meeting of shareholders of the company in 2024, which will be convened by the board of directors of the company and presided over by the chairman of the company.

The result of the vote: 7 votes in favor, 0 votes against and 0 abstentions. For details, please refer to the company's publication on the Shanghai Stock Exchange on the same day

The website of the Securities Exchange (www.sse.com.cn) and the designated media "About Convening the Sixth Extraordinary General Meeting of Shareholders in 2024

Notice of the Meeting" (Announcement No. 2024-103)

The announcement is hereby made.

Board of Directors of Guangzhou Zhongwang Longteng Software Co., Ltd

December 10, 2024