Fujian Boss Software Corp(300525)
Announcement on related party transactions involved in issuing shares to specific objects
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
1、 Overview of related party transactions
1. Fujian Boss Software Corp(300525) (hereinafter referred to as “the company”) plans to issue no more than 11764705 shares to specific objects, which does not exceed 30% of the total share capital of the company before this issuance, and the total amount of raised funds does not exceed 200 million yuan (including this amount). The issuing object Mr. Chen Hang plans to subscribe for the shares issued by the company in cash.
2. As of the disclosure date of this announcement, Mr. Chen Hang is the actual controller and chairman of the company and belongs to the related party of the listed company. This issuance constitutes a related party transaction.
3. On December 29, 2021, the seventh meeting of the Fourth Board of directors of the company deliberated and adopted the proposal on related party transactions involving the issuance of shares by the company to specific objects, and the related director Mr. Chen Hang avoided voting. The matter has been approved in advance by the independent directors of the company and have expressed their agreed independent opinions.
4. According to the Shenzhen Stock Exchange GEM Listing Rules, the articles of association and other relevant provisions, this transaction still needs to be approved by the general meeting of shareholders, and Mr. Chen Hang who has an interest in the connected transaction will withdraw from voting.
5. This connected transaction does not constitute a major asset reorganization, reorganization and listing specified in the administrative measures for major asset reorganization of listed companies. The issue of shares to specific objects needs to be reviewed and approved by Shenzhen Stock Exchange and the registration reply of China Securities Regulatory Commission.
2、 Basic information of related parties
Mr. Chen Hang, chairman of a listed company, born in 1968, Chinese nationality, without overseas residency, bachelor degree, engineer.
As of the disclosure date of this announcement, Mr. Chen Hang holds 70248835 shares of the company, with a shareholding ratio of 17.76% (the total share capital has excluded the number of shares in the company’s special repurchase account), and he is the actual controller of the company.
3、 Basic information of related party transactions
The transaction object of this connected transaction is the shares of the company to be subscribed by Mr. Chen Hang.
4、 Pricing policy and basis of related party transactions
1. Pricing base date
The pricing benchmark date of this issue of shares to specific objects is the announcement date of the resolution of the board of directors on this issue of shares to specific objects.
2. Issue price
The issuing price of the shares issued to specific objects is 17.00 yuan / share, Not less than 80% of the average trading price of the company’s shares 20 trading days before the pricing benchmark date (the average price of stock transactions in the 20 trading days before the pricing benchmark date = the total amount of stock transactions in the 20 trading days before the pricing benchmark date / the total amount of stock transactions in the 20 trading days before the pricing benchmark date). If the company’s shares have ex rights and ex interests such as dividend distribution, share distribution and conversion of capital reserve into share capital from the pricing benchmark date to the issuance date, the issuance price of the shares will be adjusted accordingly The formula is as follows: Dividend: P1 = p0-d
Share offering or conversion to share capital: P1 = P0 ÷ (1 + n)
Two items are carried out simultaneously: P1 = (p0-d) ÷ (1 + n)
Where P0 is the issue price before adjustment, D is the dividend / cash dividend per share, n is the number of bonus shares or converted share capital per share, and P1 is the issue price after adjustment.
5、 Main contents of related party transaction agreement
The company has signed a conditional effective share subscription agreement with Mr. Chen Hang. For the specific contents of the share subscription agreement, see the announcement on signing a conditional effective share subscription agreement with specific objects disclosed by the company on the gem information disclosure website designated by the CSRC on December 30, 2021.
6、 Impact of this connected transaction on the company
This transaction is an important measure to implement the company’s development strategy. This issuance of shares to specific objects will expand the company’s capital strength, help maintain the stability of the company’s control, deal with the new changes brought by the industry characteristics and development trends, and stabilize the market core competitiveness of the company’s main products; After the funds raised by issuing shares to specific objects are in place, it is conducive to the company to alleviate the capital pressure, enhance the company’s capital strength, improve profitability and anti risk ability, and lay a foundation for the company’s future development.
After the completion of this related party transaction, the company’s main business remains unchanged, does not involve the integration of the company’s existing assets, and there is no significant change in the business relationship and management relationship between the company and its controlling shareholders and their related parties. 7、 Accumulated related party transactions with the related party from the beginning of the year to the disclosure date
The company held the 33rd meeting of the third board of directors on April 22, 2021, deliberated and adopted the proposal on minority shareholder equity change and related party transactions of holding subsidiaries. The partner of Fuzhou Changle District Qidian Technology Center (limited partnership) (hereinafter referred to as “Qidian technology”), a minority shareholder of Bosi Shucun Technology Development Co., Ltd., a holding subsidiary of the company, transferred 34.21% of the property share of Qidian technology held by him to Mr. Chen Hang, the controlling shareholder and actual controller of the company.
Mr. Chen Hang avoided voting as an associated director. The independent directors gave prior approval to the matter and issued independent opinions. On the same day, the proposal was considered and adopted at the 27th meeting of the third board of supervisors of the company and Sinolink Securities Co.Ltd(600109) issued verification opinions. In accordance with relevant laws and regulations and the articles of association, this connected transaction does not need to be submitted to the general meeting of shareholders for deliberation.
For the specific contents of the above related party transactions, see the announcement on the change of minority shareholders’ equity of holding subsidiaries and related party transactions disclosed by the company on the gem information disclosure website designated by the CSRC on April 23, 2021.
Since the beginning of 2021, Mr. Chen Hang has no other related party transactions with the company except the above matters and receiving remuneration from the company.
8、 Prior approval and independent opinions of independent directors
1. Prior approval opinion
The related party transactions involved in the issuance of shares to specific objects comply with the company law Securities law, measures for the administration of securities issuance and registration of companies listed on GEM (for Trial Implementation), and other laws and regulations, as well as the articles of Association According to the relevant provisions of the company, there is no situation that damages the interests of the company and all shareholders, especially minority shareholders. All independent directors recognize the related party transactions involved in the company’s issuance of shares to specific objects, and agree to submit the proposal related to the company’s issuance of shares to specific objects to the board of directors for deliberation, and the relevant related directors shall avoid voting.
2. Independent opinion
Mr. Chen Hang, the object of this issuance, is the controlling shareholder, actual controller and chairman of the company. This issuance constitutes a connected transaction, and the connected directors evaded the deliberation and voting of relevant proposals. This connected transaction complies with the principles of openness, fairness and impartiality, and there is no situation that damages the interests of the company and all shareholders, especially minority shareholders. The independent directors unanimously agreed on the related party transaction and agreed to submit the matter to the general meeting of shareholders of the company for deliberation.
9、 Opinions of the board of supervisors
The board of supervisors considered that: during the voting process of the board of directors of the company, the related directors have avoided voting according to law, and the voting process meets the requirements of relevant laws and regulations. This connected transaction complies with the principles of openness, fairness and impartiality and the interests of all shareholders of the company. Therefore, the board of supervisors agreed to the proposal related to the company’s issuance of shares to specific objects.
10、 Verification opinions of the recommendation institution
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) agreed to the company’s related party transactions.
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.
11、 Documents for future reference
1. Resolutions of the 7th Meeting of the 4th board of directors;
2. Resolutions of the 7th Meeting of the 4th board of supervisors;
3. Prior approval opinions of independent directors on matters related to the seventh meeting of the Fourth Board of directors;
4. Independent opinions of independent directors on matters related to the seventh meeting of the Fourth Board of directors;
5. The conditional share subscription agreement signed by the company and Mr. Chen Hang.
It is hereby announced.
Fujian Boss Software Corp(300525) board of directors
December 29, 2001
