Fujian Boss Software Corp(300525)
Independent directors’ opinions on the 7th Meeting of the 4th board of directors
Independent opinions on relevant matters
In accordance with the guiding opinions on the establishment of independent director system in listed companies, the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the guidelines for the standardized operation of GEM listed companies of Shenzhen Stock Exchange, the articles of association and other relevant laws, regulations, rules and regulations, As an independent director of Fujian Boss Software Corp(300525) (hereinafter referred to as “the company”), in line with the principle of being responsible to the company and all shareholders of the company, based on the position of seeking truth from facts and independent judgment, and with a scientific and rigorous working attitude, he expressed the following independent opinions on relevant matters of the seventh meeting of the Fourth Board of directors of the company:
1、 Independent opinions on the proposal that the company meets the conditions for issuing shares to specific objects
According to the company law of the people’s Republic of China and the securities law of the people’s Republic of China Measures for the administration of securities issuance and registration of companies listed on the gem (for Trial Implementation) and Q & A on issuance supervision – regulatory requirements on guiding and standardizing the financing behavior of listed companies And other relevant laws, regulations and normative documents, combined with the actual situation of the company, we agree that the company meets the conditions for issuing shares to specific objects, and agree to submit this proposal to the general meeting of shareholders of the company for deliberation.
2、 Independent opinions on the proposal on the company’s stock issuance scheme to specific objects in 2021
After deliberation, we agree that the company’s issuance of shares to specific objects is conducive to maintaining the stability of the company’s control, expanding the company’s main business, enhancing the company’s sustainable profitability and market competitiveness, and in line with the interests of the company and all shareholders. We unanimously agree to the company’s plan to issue shares to specific objects, and agree to submit this proposal to the company’s general meeting of shareholders for deliberation.
3、 On Review
<2021 年度向特定对象发行股票预案>
Independent opinion on the motion
After deliberation, we agree that the content of the company’s stock issuance plan to specific objects is true, accurate and complete, without false records, misleading statements or major omissions, which is in line with the actual situation and long-term development plan of the company and the interests of the company and all shareholders. We unanimously agree to the company’s plan to issue shares to specific objects, and agree to submit this proposal to the company’s general meeting of shareholders for deliberation.
4、 On Review
<2021 年度向特定对象发行股票方案的论证分析报告>
Independent opinion on the motion
After deliberation, we agree that the demonstration and analysis report of the company’s issuance of shares to specific objects demonstrates the necessity of the issuance of shares to specific objects and the selection of their varieties, the appropriateness of the selection scope, quantity and standard of issuance objects, the rationality of issuance pricing, the feasibility of issuance method, and the fairness and rationality of issuance scheme, And the impact of this issuance of shares to specific objects on the dilution of the original shareholders’ equity or immediate return, as well as the specific measures to fill the return, are in line with the company’s development strategy and the interests of all shareholders. Therefore, we unanimously agree to the demonstration and analysis report on the scheme of issuing shares to specific objects in 2021 prepared by the company, and agree to submit this proposal to the general meeting of shareholders of the company for deliberation.
5、 On Review
<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>
Independent opinion on the motion
After deliberation, we agree that the purpose of the raised funds is in line with the provisions of relevant national policies, the actual situation and development needs of the company, the current situation and development trend of the company’s industry, the long-term development objectives of the company and the interests of shareholders. We unanimously agree to the feasibility analysis report on the use of funds raised by issuing shares to specific objects in 2021 prepared by the company, and agree to submit this proposal to the general meeting of shareholders of the company for deliberation.
6、 Independent opinions on the proposal on related party transactions involved in issuing shares to specific objects
After deliberation, we agree that 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 have avoided 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. We unanimously agree on the contents of the proposal and agree to submit the proposal to the general meeting of shareholders of the company for deliberation.
7、 On the signing of the agreement between the company and the subscription object of this offering
<附条件生效的股份认购协议>
Independent opinion on the motion
After deliberation, we agree that the signing of the conditional effective share subscription agreement between the company and the subscription object of this issuance meets the needs of the company’s future development and strategic development, the approval procedure of the proposal complies with the provisions of relevant laws, regulations and normative documents, and follows the principles of fairness and rationality, There is no situation that damages the interests of the company and all shareholders, especially minority shareholders. We agree to the proposal and agree to submit relevant proposals to the general meeting of shareholders of the company for deliberation.
8、 Independent opinions on the proposal on issuing shares to specific objects, diluting immediate returns, taking filling measures and relevant commitments
According to the requirements of 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, several opinions of the State Council on further promoting the healthy development of the capital market, and the guiding opinions on matters related to initial public offering, refinancing, major asset restructuring and dilution of immediate return, The company has carefully analyzed the impact of the issuance of shares to specific objects on the diluted immediate return, and put forward specific measures to fill the return, and the relevant subjects have made a commitment to the practical implementation of the company’s measures to fill the return. Therefore, we believe that the company’s analysis on the impact of this issuance of shares to specific objects on diluted immediate return, relevant filling measures and commitments meet the requirements of relevant regulations and are in line with the interests of the company and all shareholders. We agree with the content of the proposal and agree to submit the relevant proposal to the general meeting of shareholders of the company for deliberation.
9、 On the formulation of
<未来三年（2021-2023 年）股东回报规划>
After deliberation, we agreed that while maintaining its sustainable and steady development, the company attaches great importance to the reasonable investment return of shareholders, and has formulated a continuous, stable and scientific return mechanism and plan under the comprehensive consideration of the actual profitability, future development plan, cash flow status and shareholder return of the enterprise, It ensures the continuity and stability of profit distribution policy. The company’s shareholder return plan for the next three years complies with the provisions of laws and regulations. We agree to the proposal and agree to submit relevant proposals to the general meeting of shareholders of the company for deliberation.
10、 On Review
<前次募集资金使用情况专项报告>
Independent opinion on the motion
After deliberation, we agreed that the content of the special report on the use of previously raised funds prepared by the company is true, accurate and complete, which is conducive to investors’ in-depth understanding of the use of the company’s raised funds. Therefore, we agree to the special report on the use of the previously raised funds prepared by the company and agree to submit the proposal to the general meeting of shareholders for deliberation.
11、 Independent opinions on the proposal on requesting the general meeting of shareholders to authorize the board of directors and its authorized persons to fully handle matters related to the issuance of shares to specific objects
After deliberation, we agree that the company’s request to the general meeting of shareholders to authorize the board of directors and its authorized persons to handle matters related to the issuance of shares to specific objects complies with the relevant provisions of the company law of the people’s Republic of China, the securities law of the people’s Republic of China and the articles of association, which is conducive to the efficient promotion of matters related to the issuance of shares to specific objects, There is no behavior that damages the interests of the company and shareholders, especially the interests of minority shareholders. We unanimously agree on the contents of this proposal and agree to submit this proposal to the general meeting of shareholders of the company for deliberation.
12、 Independent opinions on the proposal on extending the period of cash management with idle self owned funds
After deliberation, we agreed that: at present, the company’s operation is good and its financial situation is stable. On the premise of ensuring the capital demand of daily operation and effectively controlling investment risk, extending the period of cash management with idle self owned funds is conducive to further improving the efficiency of the company’s capital use, increasing the company’s capital income and seeking better investment return for the company and shareholders. It will not affect the development of the company’s main business and will not damage the interests of the company and all shareholders, especially the interests of minority shareholders. Therefore, we agree to extend the period of cash management with idle own funds.
13、 Independent opinions on the proposal on increasing investment in industrial park projects by wholly owned subsidiaries
After deliberation, we agree that the increased investment of the wholly-owned subsidiary in the industrial park project is in line with the company’s long-term strategic development plan, will not affect the company’s normal production and operation activities, will not have a significant adverse impact on the company’s cash flow and operating performance, and is in line with the interests of the company and all shareholders. Agree to submit the proposal to the general meeting of shareholders of the company for deliberation. (the following is the signature page of this opinion, without text)
(this page is the signature page of Fujian Boss Software Corp(300525) independent directors’ independent opinions on matters related to the seventh meeting of the Fourth Board of directors, with no text) signature of independent directors:
Luo Miaocheng:
Zhang Mei:
Wen changhuang:
December 29, 2021
