Fujian Boss Software Corp(300525) (No. 5, Gaoxin Avenue, Haixi high tech Industrial Park, Fuzhou City, Fujian Province) plan for issuing shares to specific objects in 2021 December 2021
statement
1、 The company and all members of the board of directors guarantee that the contents of the plan are true, accurate and complete without false records, misleading statements or major omissions, and bear individual and joint legal liabilities for the false records, misleading statements or major omissions in the plan.
2、 This plan is prepared in accordance with the detailed rules for the implementation of non-public offering of shares by listed companies, the measures for the administration of securities issuance registration of companies listed on GEM (for Trial Implementation), the standards for the content and format of information disclosure by companies offering securities to the public No. 25 - plan and issuance report of non-public offering of shares by listed companies, and other regulations.
3、 After the issuance of shares to specific objects, the company shall be responsible for the changes in the company's operation and income; The investors shall be responsible for the investment risks arising from the issuance of shares to specific objects.
4、 This plan is the explanation of the board of directors of the company on the issuance of shares to specific objects. Any statement to the contrary is untrue.
5、 Investors should consult their own stockbrokers, lawyers, professional accountants or other professional advisers if they have any questions.
6、 The matters mentioned in this plan do not represent the substantive judgment, confirmation or approval of the examination and approval authority on matters related to the issuance of shares to specific objects. The effectiveness and completion of the matters related to the issuance of shares to specific objects described in the plan have yet to be deliberated 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.
Important tips
1、 The issues related to the issuance of shares to specific objects have been deliberated and adopted at the seventh meeting of the Fourth Board of directors of the company. According to the provisions of relevant laws and regulations, the stock issuance plan to specific objects 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. There is still uncertainty about whether the above review and approval, approval and registration can be obtained, and investors should pay attention to relevant risks.
2、 Mr. Chen Hang is the target of this issuance of shares to specific objects. The issuer subscribes for the shares issued this time in cash. Mr. Chen Hang is the controlling shareholder and actual controller of the issuer and serves as its chairman. Therefore, the issuance of shares to specific objects constitutes a connected transaction.
3、 The benchmark date for pricing the issuance of shares to specific objects is the announcement date of the resolution of the seventh meeting of the Fourth Board of directors. The issue price is 17.00 yuan / share, and the issue price shall not be lower than 80% of the average price of the company's shares in the 20 trading days before the pricing benchmark date. Average stock trading price in the 20 trading days before the pricing benchmark date = total stock trading volume in the 20 trading days before the pricing benchmark date / total stock trading volume in the 20 trading days before the pricing benchmark date. During the period from the pricing benchmark date to the issue date, if the company has ex dividend and ex right matters such as dividend distribution, bonus shares, conversion to share capital, additional shares or allotment of shares, the issue price will be adjusted accordingly in accordance with the relevant rules of the CSRC and the exchange. IV The total number of shares issued to specific objects this time shall not exceed 11764705 (including this number) shall not exceed 30% of the total number of the company's shares before this issuance. If the company's shares have ex dividend and ex right behaviors such as dividend distribution, bonus shares, conversion to share capital, additional shares or allotment between the pricing benchmark date and the issuance date, the upper limit of the number of shares issued will be adjusted accordingly. If the securities regulatory authority has the latest regulations and regulatory intention on the number of shares issued to specific objects According to the latest regulations, regulatory opinions or audit requirements, the company will adjust the number of shares issued this time accordingly. The final number of shares issued will be determined by the board of directors through consultation with the lead underwriter of this issuance according to the authorization submitted to the general meeting of shareholders and the actual situation.
5、 Before this issuance, the controlling shareholder and actual controller of the company was Mr. Chen Hang. After this issuance, the actual control right of the company will not be changed and the equity structure of the company will not meet the listing conditions.
6、 The total amount of funds raised from the company's issuance of shares to specific objects this time shall not exceed 200 million yuan (including this amount), which shall be used to supplement the company's working capital after deducting the issuance expenses.
7、 The shares subscribed by the issuer this time shall not be transferred within 18 months from the date of issuance. If the securities regulatory authority or the exchange has other provisions on the lock-in period of the shares issued this time, such provisions shall apply. From the date of completion of this offering to the expiration of the restricted sale period, the increased shares of the shares of this offering held by the issuing object due to the company's share offering, the conversion of capital reserve into share capital and other reasons shall also comply with the above restricted sale period arrangement.
8、 The company fully considers the return on investment to shareholders and takes into account the growth and development of the company, and formulates profit distribution policies in line with the actual situation of the company. In accordance with the notice on further implementing matters related to cash dividends of listed companies and the guidelines for the supervision of listed companies No. 3 - cash dividends of listed companies issued by the CSRC, the company has formulated the shareholder return plan for the next three years (2021-2023). For details, see "section VI formulation and implementation of the company's profit distribution policy" in this plan.
9、 According to the guidance on matters related to initial public offering and refinancing, major asset restructuring and dilution of immediate return issued by CSRC and other relevant provisions, the company has formulated measures to fill the diluted immediate return after issuing shares to specific objects. The controlling shareholders, actual controllers, directors and senior managers of the company have made commitments to the implementation of the filling measures with diluted immediate return.
10、 The board of directors specially reminds investors to carefully read the relevant contents of "VI. risk factors related to this stock issuance" in "section V discussion and analysis of the board of directors on the impact of this issuance on the company" of this plan, and pay attention to investment risks.
Declare that 1 important note 2 catalog 4 interpretation Section 1 Summary of this issuance plan eight
1、 Basic information of the issuer eight
2、 Background and purpose of this issuance of shares eight
3、 Issuing object and its relationship with the company twelve
4、 Summary of the plan for issuing shares to specific objects twelve
5、 Whether this issuance constitutes a connected transaction fourteen
6、 Does this issuance lead to changes in the company's control fourteen
7、 The approval procedures for this issuance of shares to specific objects fifteen
9、 Does this issuance result in the company's equity distribution not meeting the listing conditions Section II basic information of issuing objects sixteen
1、 Basic information sixteen
2、 The issuer's main working experience in the last five years sixteen
3、 Main enterprises invested by the issuing object sixteen
4、 Punishment and major litigation or arbitration of the issuing object in the last five years V. horizontal competition and related party transactions between the issuing object and its actual controller and the company after the completion of this issuance
situation...... seventeen
6、 Major transactions between the issuing object and the company within 24 months before the disclosure of the issuance plan seventeen
Section III summary of the conditional share subscription contract nineteen
1、 Contract subject, signing time nineteen
2、 Subscription method, subscription price and issuance quantity, sales restriction period nineteen
3、 Effective conditions and time of the contract twenty
4、 Liability for breach clause Section IV feasibility analysis of the board of directors on the use of the raised funds twenty-two
1、 The use plan of the raised funds twenty-two
2、 The necessity and feasibility of using the raised funds twenty-two
3、 Matters related to the investment of the raised funds for approval twenty-three
4、 The impact of this issuance on the company's operation, management and financial status twenty-three
5、 Feasibility analysis conclusion of the project invested with raised funds Section V discussion and analysis of the board of directors on the impact of this issuance on the company 25. I. The issuance has great impact on the company's business and asset integration, articles of association, shareholder structure, senior management structure and business
Structural impact twenty-five
2、 Changes in the company's financial position, profitability and cash flow after the issuance 26 III. business relations, management relations and the same between the company and its controlling shareholders, actual controllers and their affiliates
Changes in industry competition and related party transactions 26 IV. after the completion of this offering, whether the company's funds and assets are occupied by the controlling shareholders, actual controllers and their affiliates, or whether the company provides guarantees for the controlling shareholders, actual controllers and their affiliates
Shape 26 v. whether the company's debt structure is reasonable and whether there is a significant increase in liabilities (including contingent liabilities) through this issuance
Liabilities), whether there is a situation that the proportion of liabilities is too low and the financial cost is unreasonable twenty-seven
6、 Risk factors related to this stock issuance Section VI formulation and implementation of the company's profit distribution policy thirty-one
1、 Provisions of the company's current articles of association on profit distribution policy thirty-one
2、 Profit distribution of the company in recent three years thirty-two
3、 The company's shareholder return plan for the next three years Section 7 the impact of the diluted immediate return on the company's main financial indicators and the filling measures to be taken by the company thirty-seven
1、 The impact of this issuance of shares to specific objects on the spot return thirty-seven
2、 Special risk tips for diluting the immediate return by issuing shares to specific objects forty
3、 The necessity and rationality of issuing shares to specific objects 40. The relationship between the project invested by the raised funds and the company's existing business, and the company's involvement in the project invested by the raised funds
Reserves in terms of personnel, technology and market forty
5、 Measures taken by the company to dilute the immediate return of this offering forty
6、 Commitments of relevant commitment subjects forty-two
Section VIII other matters stated and promised by the board of directors related to this offering 44 I. statement of the board of directors on whether there are other equity financing plans in the next 12 months other than this offering
...... forty-four
2、 The subscriber's commitment not to reduce the company's shares within six months after the completion of this offering forty-four
interpretation
In this plan, unless otherwise specified, the following words have the following meanings:
Issuer, company, Bosi soft index Fujian Boss Software Corp(300525)
piece
This issuance refers to the directional issuance of shares to the specific object Chen Hang
The issuing object refers to the controlling shareholder, actual controller and chairman Chen Hang of the company
The shares issued this time refer to the RMB common shares (A shares) listed in China
CSRC and CSRC refer to China Securities Regulatory Commission
Shenzhen Stock Exchange and stock exchange refer to Shenzhen Stock Exchange
Company law means the company law of the people's Republic of China
Securities Law means the securities law of the people's Republic of China
Articles of association means the Fujian Boss Software Corp(300525) articles of association
Yuan, ten thousand yuan and one hundred million yuan refer to RMB yuan, ten thousand yuan and one hundred million yuan
Unless otherwise specified, the value of the plan shall be kept to two decimal places. If the total is inconsistent with the mantissa of the sum of the values of each sub item, it shall be caused by rounding.
Section I summary of this issuance scheme
1、 Basic information of the issuer
Company name Fujian Boss Software Corp(300525)
English Name: Fujian boss software Corp
Legal representative: Chen Hang
The registered capital is 27852952200 yuan
Date of establishment: September 5, 2001
Listing date: July 26, 2016
Registered address: No. 5, Gaoxin Avenue, Shangjie Town, Minhou County
Office address: No. 5, Gaoxin Avenue, Haixi hi tech Industrial Park, Fuzhou, Fujian
Unified social credit code 91350100731844207y
Tel.: 0591-87664003
Fax: 0591-87664003
Email: [email protected].
Responsible organization for information disclosure and Investment: Office of the board of directors
Department and person in charge of human relations: Lin Hong, Secretary of the board of directors
Person and telephone number: 0591-87664
