Donghua Software Co., Ltd.
Announcement of Resolutions of the Sixth Meeting of the Ninth Board of Directors
The Company and all members of the Board of Directors guarantee the truthfulness, accuracy, and completeness of the information disclosed, and are free from any false representations, misleading statements, or material omissions.
I. Convening of the Board Meeting
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The notice for the sixth meeting of the ninth Board of Directors of Donghua Software Co., Ltd. (hereinafter referred to as the "Company") was issued via email on July 17, 2026.
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The meeting was held in the Company's conference room on July 20, 2026, at 10:30 AM, combining on-site and teleconference voting.
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A total of 9 directors were eligible to vote, and 9 directors actually voted (of which: 2 directors attended via teleconference, namely Mr. Xue Xiangdong and Mr. Li Jianguo; the remaining directors attended in person).
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The meeting was presided over by Mr. Hou Zhiguo, Vice Chairman of the Company, and senior management personnel attended the meeting.
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The convening and holding of this meeting comply with relevant laws, administrative regulations, departmental rules, normative documents, and the "Articles of Association" of the Company.
II. Deliberation of the Board Meeting
The directors present at the meeting conducted a thorough review and passed the following resolutions:
- The proposal "Proposal on the Company Meeting the Conditions for Issuing A-shares to Specific Objects" was deliberated and approved with 9 votes in favor, 0 votes against, and 0 abstentions. This proposal needs to be submitted to the Company's shareholders' meeting for deliberation.
In accordance with the requirements of the "Company Law of the People's Republic of China," the "Securities Law of the People's Republic of China," and the "Administrative Measures for the Registration of Issuance of Securities by Listed Companies," and other laws, regulations, and normative documents regarding listed companies issuing shares to specific objects, after a item-by-item review of the Company's actual situation and relevant matters, the Company meets the relevant regulations for issuing shares to specific objects and possesses the qualifications and conditions for issuing shares to specific objects.
This proposal has been deliberated and approved by the Ninth Board of Directors' Audit Committee at its seventh meeting in 2026, the Ninth Board of Directors' Strategy Committee at its second meeting in 2026, and the Ninth Board of Directors' Independent Directors' Special Meeting at its fourth meeting.
- The proposal "Proposal on the Company's Plan for Issuing A-shares to Specific Objects in 2026" was deliberated and approved item by item, and this proposal needs to be submitted to the Company's shareholders' meeting for deliberation.
To meet the Company's development needs, in accordance with the "Company Law of the People's Republic of China," the "Securities Law of the People's Republic of China," and the "Administrative Measures for the Registration of Issuance of Securities by Listed Companies," and other laws, regulations, and normative documents, the Company plans to issue A-shares to specific objects. The Company's plan for issuing shares to specific objects is as follows:
(1) Type and Par Value of Shares to be Issued
The shares to be issued are domestic listed ordinary shares with a par value of RMB 1.00 per share (A-shares).
Voting result: 9 votes in favor, 0 votes against, 0 abstentions.
(2) Issuance Method and Time
This issuance will be conducted through private placement to specific objects. The Company will choose an appropriate time to issue shares within the validity period after obtaining the approval of the Shenzhen Stock Exchange (hereinafter referred to as the "SZSE") and the registration decision from the China Securities Regulatory Commission (hereinafter referred to as the "CSRC"). If there are new regulations from national laws and regulations, the Company will adjust accordingly.