Sinolink Securities Co.Ltd(600109)
About Fujian Boss Software Corp(300525)
Verification opinions on connected transactions
Sinolink Securities Co.Ltd(600109) (hereinafter referred to as ” Sinolink Securities Co.Ltd(600109) ” or “the sponsor”) as the sponsor and continuous supervision organization for the non-public offering and listing of Fujian Boss Software Corp(300525) (hereinafter referred to as ” Fujian Boss Software Corp(300525) ” or “the company”) in 2018, in accordance with the administrative measures for securities issuance and listing sponsorship business, the Listing Rules of GEM stocks of Shenzhen Stock Exchange and The guidelines for the standardized operation of companies listed on the growth enterprise market of Shenzhen Stock Exchange and other relevant provisions have verified the related party transactions proposed by the company, and expressed the following opinions:
1、 Proposed related party transactions
The company held the 7th Meeting of the 4th board of directors and the 7th Meeting of the 4th board of supervisors on December 29, 2021, deliberated and adopted the proposal on related party transactions involved in issuing shares to specific objects. The company intends to issue shares to specific objects. Mr. Chen Hang, the controlling shareholder and actual controller of the company, is an affiliated party of the listed company. According to the relevant provisions of the Shenzhen Stock Exchange gem stock listing rules, Mr. Chen Hang subscribes in cash for the company’s issuance of shares to specific objects, which constitutes a connected transaction. For details, see the relevant announcement published on the gem information disclosure website designated by the CSRC in the same journal.
2、 Relevant decision-making procedures
On December 29, 2021, the independent directors of the company issued the prior approval opinions of Fujian Boss Software Corp(300525) independent directors on matters related to the seventh meeting of the Fourth Board of directors and agreed to submit the transaction to the board of directors for deliberation.
On December 29, 2021, the 7th Meeting of the 4th board of directors of the company deliberated and approved the proposal on related party transactions involved in issuing shares to specific objects and other related proposals of the transaction, and agreed to the transaction. Mr. Chen Hang, a related director, abstained from voting. Independent directors expressed independent opinions. On the same day, the 7th Meeting of the 4th board of supervisors of the company considered and approved the relevant proposals of the transaction and agreed to the transaction.
This transaction still needs to be reviewed and approved by the general meeting of shareholders of the company, approved by Shenzhen Stock Exchange, and registered by China Securities Regulatory Commission before it can be implemented.
3、 Opinions of the sponsor
For the related party transactions involved in the company’s plan to issue shares to specific objects, Sinolink Securities Co.Ltd(600109) checked the proposals and resolutions of the board of directors, opinions issued by independent directors and other relevant documents, and learned about the above related party transactions. After verification, the sponsor believes that the voting procedure of the company’s related party transactions is legal, and the related directors of the company evaded the voting of relevant proposals, which is in line with the provisions of relevant laws, regulations and the articles of association. Sinolink Securities Co.Ltd(600109) agrees to Fujian Boss Software Corp(300525) This related party transaction.
In addition, this transaction can only be implemented after it is reviewed and approved by the general meeting of shareholders of the company, reviewed and approved by Shenzhen Stock Exchange, and registered by China Securities Regulatory Commission.
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(there is no text on this page, which is the signature and seal page of Sinolink Securities Co.Ltd(600109) verification opinions on Fujian Boss Software Corp(300525) connected transactions)
Sponsor representative (signature):
Yang Hongyong
Li xiuna
Sponsor (official seal): Sinolink Securities Co.Ltd(600109) December 29, 2021
