Securities code: 688083 Securities abbreviation: Zhongwang Software Bulletin No.: 2023-076

Guangzhou Zhongwang Longteng Software Co., Ltd.

Reminder announcement on the expiration of the first lock-up period of the employee stock ownership plan in 2022

the company's board of directors and all directors to ensure that the contents of this announcement does not exist false records, misleading statements or major omissions, and the authenticity, accuracy and completeness of the contents of the individual and joint responsibility.

Guangzhou Zhongwang Longteng Software Co., Ltd. (hereinafter referred to as "the company") held the 19th meeting of the 5th board of directors and the 16th meeting of the 5th board of supervisors on June 15, 2022, and held the second extraordinary general meeting of shareholders in 2022 on July 1, 2022, the meeting reviewed and approved the "Proposal on the 2022 Employee Stock Ownership Plan of Guangzhou Zhongwang Longteng Software Co., Ltd. (Draft)" and its summary "and" Regarding the Management Measures for the 2022 Employee Stock Ownership Plan of Guangzhou Zhongwang Longteng Software Co., Ltd. "Proposal" and "Proposal on Requiting the General Meeting of Shareholders to Authorize the Board of Directors to Handle Matters Related to the 2022 Employee Stock Ownership Plan" and other related proposals, for details, please refer to the relevant announcement documents disclosed by the company on the website of the Shanghai Stock Exchange and the designated media.

on December 8, 2022, the company received the confirmation of transfer registration issued by China securities registration and Clearing Co., Ltd. 177,020 shares of the company held in the company's special repurchase account (B884880590) were transferred to the company's 2022 employee stock ownership plan account (B885068997) in the form of non transaction transfer on December 7, 2022, with the transfer price of 55.48 yuan/share, for details, please refer to the "Announcement of Guangzhou Zhongwang Longteng Software Co., Ltd. on the Completion of Non-Trading Transfer of Shares under the 2022 Employee Stock Ownership Plan" (Announcement No. 2022-079) disclosed by the Company on December 9, 2022.

on June 13, 2023, the company disclosed the "announcement on the implementation of the 2022 annual equity distribution" (announcement no 2023-023) on the website of the Shanghai stock exchange. in 2022, the company implemented the equity distribution plan of increasing 4 shares for every 10 shares to all shareholders based on the total equity 86,674,923 on the equity registration date of the implementation of equity distribution, deducting 102,735 shares in the company's special securities account for repurchase. after the increase, the company's total share capital will increase from 86,674,923 shares to 121,303,799 shares, and the company's 2022 employee stock ownership plan account (B885068997) will increase from 177,020 shares to 247,828 shares.

According to the relevant provisions of the China Securities Regulatory Commission's "Guiding Opinions on the Pilot Implementation of Employee Stock Ownership Plans by Listed Companies" and the "Shanghai Stock Exchange Science and Technology Innovation Board Listed Companies Self-Regulatory Guidelines No. 1-1 Standardized Operation", the company's 2022 The first lock-in period of the employee stock ownership plan (hereinafter referred to as the "employee stock ownership plan") expires on December 9, 2023, the relevant information on the expiration of the first lock-up period of this employee stock ownership plan is hereby announced as follows:

1. of the Employee Stock Ownership Plan and Vesting Arrangements

1. The stock source of this employee stock ownership plan is the shares that have been repurchased by the company's special repurchase account. On December 8, 2022, the company received the "Confirmation of Transfer Registration" issued by China Securities Depository and Clearing Co., Ltd., and the 177,020 company shares held in the company's repurchase special account (B884880590) were on December 7, 2022. Transfer to the company's 2022 employee stock ownership plan account (B885068997) in the form of non-transaction transfer, the transfer price is 55.48 yuan per share.

on June 13, 2023, the company disclosed the "announcement on the implementation of the 2022 annual equity distribution" (announcement no 2023-023) on the website of the Shanghai stock exchange. in 2022, the company implemented the equity distribution plan of increasing 4 shares for every 10 shares to all shareholders based on the total equity 86,674,923 on the equity registration date of the implementation of equity distribution, deducting 102,735 shares in the company's special securities account for repurchase. after the increase, the company's total share capital will increase from 86,674,923 shares to 121,303,799 shares, and the company's 2022 employee stock ownership plan account (B885068997) will increase from 177,020 shares to 247,828 shares.

as of the date of the announcement, the company's 2022 employee stock ownership plan account (B885068997) holds 247,828 shares of the company, accounting for 0.20 of the company's total share capital of 121,303,799 shares.

2. According to the company's "2022 Employee Stock Ownership Plan (Draft)" (hereinafter referred to as "Employee Stock Ownership Plan (Draft)"), the duration of this employee stock ownership plan is 60 months. Calculated from the date when the draft employee stock ownership plan is reviewed and approved by the company's general meeting of shareholders and the company announces the transfer of the underlying stock to the name of the employee stock ownership plan. If the duration expires and has not been extended, the employee stock ownership plan shall be terminated by itself. Before the expiration of the duration of the employee stock ownership plan, the duration of the employee stock ownership plan can be extended with the consent of more than 50% (excluding 50%) of the shares held by the holders attending the meeting and submitted to the board of directors of the company for deliberation and approval, and the single extension period shall not exceed 12 months.

the performance appraisal year of this employee stock ownership plan is 2022-2024, with annual performance appraisal. According to the assessment results of each assessment year, the rights and interests of the employee stock ownership plan held by the holders will be attributed to each holder in three batches, with the attribution ratios of 40%, 30% and 30% respectively.

3. According to the provisions of the Employee Stock Ownership Plan (Draft), the trigger value of the company's performance appraisal target for the first vesting period is: operating income in 2022 will increase by 25.00 compared to 2021. According to the 2022 financial statement audit report issued by Zhitong Certified Public Accountants (Special General Partnership), the company will achieve operating income of RMB 600.977 million billion in 2022, a decrease of 2.86 from 2021. The company's 2022 employee stock ownership plan (hereinafter referred to as "employee stock ownership plan" or "this employee stock ownership plan") The attribution conditions for the first attribution period have not been fulfilled.

Subsequent arrangements after the expiration of the first vesting period of the 2. ESOP

According to the Employee Stock Ownership Plan (Draft), the holder's actual attributable interest = the holder's plan attributable interest x the company-level attributable ratio (X) x the individual-level attributable ratio (Y). The holder's interest in the shareholding plan shall be recovered by the management committee to the extent of the holder's corresponding original capital contribution and shall be disposed of in the manner proposed by the company, including but not limited to the transfer to the original employee stock ownership plan holder designated by the company or the new employee stock ownership plan participant who meets the conditions of the stock ownership plan (shall comply with the requirement that the number of underlying stocks corresponding to the share of the employee stock ownership plan held by a single holder shall not exceed 1% of the total share capital of the company), or the proceeds from the sale of the underlying stocks corresponding to the share of the share ownership plan, distribution or attribution to the Company in proportion to the shares of the Plan held by other holders.

according to the standard unqualified "2022 annual audit report" issued by tong accounting firm (special general partnership) for the company, the company's operating income in 2022 is 600.977 million yuan, a decrease of 2.86 compared with 2021, which does not meet the above-mentioned performance appraisal conditions at the company level. Therefore, the vesting conditions for the first vesting period of this employee stock ownership plan have not been fulfilled, and the underlying stock interest held by the management committee shall be recovered to the extent of the holder's corresponding original capital contribution, and shall be dealt with in the manner proposed by the company.

3. additional instructions

the company will continue to pay attention to the implementation of the employee stock ownership plan, and timely fulfill the obligation of information disclosure in accordance with the provisions of relevant laws and regulations. Please the majority of investors concerned about the relevant announcement, and pay attention to investment risk.

I hereby announce!

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

14 December 2023