Zwsoft Co.Ltd(Guangzhou)(688083) : announcement of the resolution of the 14th meeting of the 5th board of supervisors

Securities code: Zwsoft Co.Ltd(Guangzhou)(688083) securities abbreviation: Zwsoft Co.Ltd(Guangzhou)(688083) Announcement No.: 2022025 Zwsoft Co.Ltd(Guangzhou)(688083)

Announcement on the resolutions of the 14th meeting of the 5th board of supervisors

The board of supervisors and all supervisors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents.

1、 Meetings of the board of supervisors

Zwsoft Co.Ltd(Guangzhou)(688083) (hereinafter referred to as “the company”) the 14th meeting of the 5th board of supervisors (hereinafter referred to as “the meeting”) was held on site on April 24, 2022. With the unanimous consent of all supervisors, the time limit for notification of this meeting shall be exempted. It is convened and presided over by LV Chengwei, chairman of the board of supervisors of the company. There are 3 supervisors who should attend the meeting and 3 supervisors who actually attend the meeting. The meeting was convened and held in accordance with the company law of the people’s Republic of China (hereinafter referred to as the “company law”) and other relevant laws, regulations and rules, as well as the Zwsoft Co.Ltd(Guangzhou)(688083) articles of Association (hereinafter referred to as the “articles of association”) and the rules of procedure of Zwsoft Co.Ltd(Guangzhou)(688083) board of supervisors (hereinafter referred to as the “rules of procedure of the board of supervisors”).

2、 Deliberation at the meeting of the board of supervisors

(1) Proposal on the company’s annual profit distribution in 2021 and the conversion of capital reserve into share capital scheme the board of directors of the company received the letter on the proposal of the controlling shareholder and the actual controller to add an interim proposal to the Zwsoft Co.Ltd(Guangzhou)(688083) 2021 annual general meeting of shareholders submitted in writing by Mr. Du Yulin, the controlling shareholder and the actual controller of the company, The board of directors of the company is requested to submit the proposal on the company’s 2021 annual profit distribution and capital reserve conversion to share capital scheme as an interim proposal to the company’s 2021 annual general meeting for deliberation. Based on the announcement of 2021 annual profit distribution scheme (Announcement No. 2022012) disclosed by the company on the Shanghai Stock Exchange and statutory disclosure media, the proposal adds the content of converting capital reserve to share capital to all shareholders, That is: distribute cash dividend of RMB 10.00 (including tax) to all shareholders for every 10 shares, convert the capital reserve into share capital, and increase 4 shares for every 10 shares to all shareholders.

The board of supervisors believes that the proposal on the company’s annual profit distribution in 2021 and the plan of converting capital reserve into share capital takes into account the immediate and long-term interests of shareholders and meets the needs of the company’s normal operation and long-term development. The proposal complies with the relevant provisions of China Securities Regulatory Commission and Shanghai Stock Exchange, and the relevant provisions of the company law, the securities law and the articles of association. It will not cause a shortage of working capital or other adverse effects of the company, and is conducive to the sustainable and stable development of the company.

Voting: 3 in favor, 0 against and 0 abstention.

This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.

It is hereby announced.

Zwsoft Co.Ltd(Guangzhou)(688083) board of supervisors April 25, 2022

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