Fujian Boss Software Corp(300525)
Announcement on resolutions of the 7th Meeting of the 4th board of directors
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.
Fujian Boss Software Corp(300525) (hereinafter referred to as “the company”) ）The notice of the seventh meeting of the Fourth Board of directors was sent by e-mail on December 24, 2021, and was held in the company’s conference room at 3:30 p.m. on December 29, 2021 by means of on-site and communication voting. 9 directors should attend the meeting, and 9 actually attended, including Mr. Wen changhuang. The meeting complies with the company law of the people’s Republic of China and the articles of association. The meeting was presided over by Mr. Chen Hang, chairman of the company, and the following resolutions were considered and adopted:
1、 The proposal on the company meeting the conditions for issuing shares to specific objects was deliberated and adopted.
According to the company law of the people’s Republic of China (hereinafter referred to as the “company law”), the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”), the measures for the administration of securities issuance registration of companies listed on the gem (for trial Implementation) and the Q & A on issuance supervision – regulatory requirements on guiding and regulating the financing behavior of listed companies According to the provisions of laws, regulations and normative documents, the board of directors of the company has carefully conducted self-examination and demonstration on the actual situation and relevant matters of the company, and believes that the company complies with relevant laws Regulations and normative documents on the provisions and requirements of GEM listed companies on issuing domestic listed RMB common shares (A shares) to specific objects, meet the qualifications and conditions for GEM listed companies to issue shares to specific objects, and agree to the matters related to the company’s issuance of shares to specific objects and listing on GEM.
The independent directors of the company have expressed their prior approval opinions and agreed independent opinions on this proposal.
Voting results: 8 in favor, 0 against and 0 abstention. Mr. Chen Hang, a related director, abstained from voting. This proposal needs to be submitted to the general meeting of shareholders for deliberation and approved by more than 2 / 3 of the voting rights held by the shareholders attending the meeting.
2、 The proposal on the company’s stock issuance plan to specific objects in 2021 was deliberated and adopted one by one. According to the company law and the securities law According to the relevant provisions of laws, regulations and normative documents such as the measures for the administration of securities issuance and registration of companies listed on the gem (for Trial Implementation), the Q & A on issuance supervision – regulatory requirements on guiding and standardizing the financing behavior of listed companies, the company has formulated the plan for issuing shares to specific objects, and the participating Directors voted on the following matters one by one:
(i) Type and par value of issued shares
The shares issued to specific objects this time are domestic listed RMB ordinary shares (A shares), with a par value of RMB 1.00/share.
Voting results: 8 in favor, 0 against and 0 abstention. Mr. Chen Hang, a related director, abstained from voting. （2） Method and time of issuance
All the shares issued this time are issued to specific objects. The company will choose an appropriate time to issue shares to specific objects within the validity period of the registration decision made by the CSRC.
Voting results: 8 in favor, 0 against and 0 abstention. Mr. Chen Hang, a related director, abstained from voting. （3） Issuing object and subscription method
The issuing object of this issuance is Mr. Chen Hang, the controlling shareholder of the company, who subscribes for the shares issued in cash. This issuance will not lead to changes in the controlling shareholders and actual controllers of the company.
Voting results: 8 in favor, 0 against and 0 abstention. Mr. Chen Hang, a related director, abstained from voting. （4） Pricing base date, issue price and pricing principle
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.
The issuing price of the shares issued to specific objects is 17.00 yuan / share, which is not less than 80% of the average trading price of the company’s shares in the 20 trading days before the pricing benchmark date (average trading price of the shares in the 20 trading days before the pricing benchmark date = total trading volume of the shares in the 20 trading days before the pricing benchmark date / total trading volume of the shares in the 20 trading days before the pricing benchmark date).
In case of ex right and ex interest matters such as dividend distribution, share distribution and conversion of capital reserve into share capital from the pricing base date to the issuance date, the issuance price of the issued shares will be adjusted accordingly. The adjustment 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.
Voting results: 8 in favor, 0 against and 0 abstention. Mr. Chen Hang, a related director, abstained from voting. （5） Number of issues
The number of shares issued to specific objects this time does not exceed 11764705, which is calculated by dividing the total amount of funds raised by this issue by the issue price, and does not exceed 30% of the total share capital of the company before the issue.
If the company’s shares are distributed from the pricing benchmark date of this issuance to the issuance date, the capital reserve is converted into share capital, or the total share capital of the company changes before this issuance and the issuance price is adjusted due to other reasons, the number of shares issued this time will be adjusted accordingly. The final number of shares issued shall be subject to the number of shares registered by the CSRC for this issuance.
Voting results: 8 in favor, 0 against and 0 abstention. Mr. Chen Hang, a related director, abstained from voting. （6） Amount and purpose of raised funds
The total amount of funds raised in this issuance shall not exceed 200 million yuan (including this amount), which will be used to supplement working capital after deducting the issuance expenses.
Voting results: 8 in favor, 0 against and 0 abstention. Mr. Chen Hang, a related director, abstained from voting. （7） Restricted period
The shares subscribed by the object of this issuance shall not be transferred within 18 months from the date of completion of the issuance. The shares acquired by the object of this issuance shall also comply with the above share locking arrangements in the form of shares derived from the distribution of stock dividends by the listed company and the conversion of capital reserve into share capital. After the expiration of the sales restriction period, it shall be implemented in accordance with the relevant provisions of the CSRC and Shenzhen Stock Exchange.
Voting results: 8 in favor, 0 against and 0 abstention. Mr. Chen Hang, a related director, abstained from voting. （8） Listing location
The shares issued to specific objects are planned to be listed on the gem of Shenzhen Stock Exchange.
Voting results: 8 in favor, 0 against and 0 abstention. Mr. Chen Hang, a related director, abstained from voting. （9） Arrangements for accumulated undistributed profits before this offering
After the issue of shares to specific objects is completed, the accumulated undistributed profits before the issue will be shared by the new and old shareholders of the company according to the proportion of shares after the issue.
Voting results: 8 in favor, 0 against and 0 abstention. Mr. Chen Hang, a related director, abstained from voting. （10） Validity of resolution
The validity period of the resolution to issue shares to specific objects is 12 months from the date of deliberation and adoption by the general meeting of shareholders. If the national laws and regulations have new provisions on the issuance of shares to specific objects, the company will adjust the issuance according to the new provisions.
Voting results: 8 in favor, 0 against and 0 abstention. Mr. Chen Hang, a related director, abstained from voting. The independent directors of the company have expressed their prior approval opinions and agreed independent opinions on this proposal.
This proposal needs to be submitted to the general meeting of shareholders for deliberation and approved by more than 2 / 3 of the voting rights held by the shareholders attending the meeting. The final issuance plan shall be subject to the approval of Shenzhen Stock Exchange and the implementation of registration procedures by CSRC.
3、 To consider and adopt the draft resolution on
<2021 年度向特定对象发行股票预案>
The motion of the. The company intends to issue shares to specific objects in accordance with the company law, the securities law According to the relevant provisions of laws, regulations and normative documents such as the measures for the administration of securities issuance and registration of companies listed on the gem (for Trial Implementation), the plan for issuing shares to specific objects in 2021 is prepared for the issue of shares to specific objects. For details, see the relevant announcement published on the gem information disclosure website designated by the CSRC on the same day.
The independent directors of the company have expressed their prior approval opinions and agreed independent opinions on this proposal.
Voting results: 8 in favor, 0 against and 0 abstention. Mr. Chen Hang, a related director, abstained from voting.
This proposal needs to be submitted to the general meeting of shareholders for deliberation and approved by more than 2 / 3 of the voting rights held by the shareholders attending the meeting.
4、 To consider and adopt the draft resolution on
<2021 年度向特定对象发行股票方案的论证分析报告>
The motion of the.
According to the measures for the administration of securities issuance and registration of companies listed on the gem (for Trial Implementation) According to relevant regulations, the company has demonstrated and analyzed the necessity of the selection of securities and their varieties, the appropriateness of the issuing object, the rationality of the issuing price, the feasibility of the issuing method, the fairness and rationality of the issuing scheme, the impact of the diluted immediate return of the offering and the specific measures to fill in, It also prepared the demonstration and analysis report on the scheme of issuing shares to specific objects in 2021. For details, see the relevant announcement published on the gem information disclosure website designated by the CSRC on the same day.
The independent directors of the company have expressed their prior approval opinions and agreed independent opinions on this proposal.
Voting results: 8 in favor, 0 against and 0 abstention. Mr. Chen Hang, a related director, abstained from voting. This proposal needs to be submitted to the general meeting of shareholders for deliberation and approved by more than 2 / 3 of the voting rights held by the shareholders attending the meeting.
5、 To consider and adopt the draft resolution on
<2021 年度向特定对象发行股票募集资金使用的可行性分析报告>
The motion of the.
In order to ensure the reasonable, safe and efficient use of the funds raised by the company’s issuance of shares to specific objects, the board of directors of the company prepared the feasibility analysis report on the use of funds raised by issuing shares to specific objects in 2021. For details, see the relevant announcement published on the gem information disclosure website designated by the CSRC on the same day.
The independent directors of the company have expressed their prior approval opinions and agreed independent opinions on this proposal.
Voting results: 8 in favor, 0 against and 0 abstention. Mr. Chen Hang, a related director, abstained from voting. This proposal needs to be submitted to the general meeting of shareholders for deliberation and approved by more than 2 / 3 of the voting rights held by the shareholders attending the meeting.
6、 The proposal on related party transactions involved in issuing shares to specific objects was deliberated and adopted.
Mr. Chen Hang, the controlling shareholder and actual controller of the company, is a related party of the listed company. According to the relevant provisions of the Shenzhen Stock Exchange gem stock listing rules, Mr. Chen Hang subscribes for the company’s shares issued to specific objects in cash, which constitutes a related party transaction. For details, see the relevant announcement published on the gem information disclosure website designated by the CSRC in the same journal.
The independent directors of the company have issued their prior approval opinions and agreed independent opinions on this proposal, and the company’s recommendation institution Sinolink Securities Co.Ltd(600109) has issued verification opinions.
Voting results: 8 in favor, 0 against and 0 abstention. Mr. Chen Hang, a related director, abstained from voting. This proposal needs to be submitted to the general meeting of shareholders for deliberation and approved by more than 2 / 3 of the voting rights held by the shareholders attending the meeting.
7、 Deliberated and adopted the agreement on signing the subscription agreement between the company and the subscription object of this offering
<附条件生效的 股份认购协议>
The motion of the.
According to the plan of issuing shares to specific objects, it is agreed that the company and Mr. Chen Hang sign the conditional effective share subscription agreement. For details, see the relevant announcement published on the gem information disclosure website designated by the CSRC in the same journal.
The independent directors of the company have expressed their prior approval opinions and agreed independent opinions on this proposal.
Voting results: 8 in favor, 0 against and 0 abstention. Mr. Chen Hang, a related director, abstained from voting. This proposal needs to be submitted to the general meeting of shareholders for deliberation and approved by more than 2 / 3 of the voting rights held by the shareholders attending the meeting.
8、 The proposal on issuing shares to specific objects, diluting immediate returns, taking filling measures and relevant commitments was deliberated and adopted.
According to the opinions of the State Council on further promoting the healthy development of the capital market (GF [2014] No. 17), the opinions of the general office of the State Council on Further Strengthening the protection of the legitimate rights and interests of small and medium-sized investors in the capital market (GBF [2013] No. 110) and the guiding opinions on matters related to initial issuance, refinancing and dilution of immediate return for major asset restructuring (CSRC announcement [2015] According to the spirit and requirements of No. 31) and other documents, the company has made a serious, prudent and objective analysis on the impact of the issuance of shares to specific objects on the dilution of immediate returns, and put forward specific measures for filling returns. In order to ensure that the measures for filling returns of the company’s issuance of shares to specific objects on the dilution of immediate returns can be effectively implemented, the controlling shareholders of the company The actual controller, all directors and senior managers issued a commitment to issue shares to specific objects, dilute the immediate return and take filling measures.
The independent directors of the company have expressed their prior approval opinions and agreed independent opinions on this proposal.
Voting results: 8 in favor, 0 against and 0 abstention. Mr. Chen Hang, a related director, abstained from voting. This proposal needs to be submitted to the general meeting of shareholders for deliberation and approved by more than 2 / 3 of the voting rights held by the shareholders attending the meeting.
9、 Deliberated and adopted《
