Fujian Boss Software Corp(300525)
Notice on convening the first extraordinary general meeting of shareholders in 2022
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”) held the seventh meeting of the Fourth Board of directors on December 29, 2021. The meeting decided to hold the first extraordinary general meeting of shareholders in 2022 at 15:00 on January 18, 2022. This general meeting of shareholders will adopt a combination of on-site voting and online voting. The relevant matters are notified as follows:
1、 Basic information of the meeting
1. Session: the first extraordinary general meeting of shareholders in 2022.
2. Convener of the meeting: the board of directors of the company. The seventh meeting of the Fourth Board of directors of the company decided to hold the first extraordinary general meeting of shareholders in 2022 by means of on-site voting and online voting on Tuesday, January 18, 2022.
3. Legality and compliance of the meeting: after deliberation and approval at the 7th Meeting of the 4th board of directors, the company decided to convene the first extraordinary general meeting of shareholders in 2022, and the convening procedures comply with the provisions of relevant laws, administrative regulations, departmental rules, normative documents and the articles of association.
4. Meeting time: the on-site meeting of this meeting will start at 15:00 on Tuesday, January 18, 2022.
The time of online voting is January 18, 2022.
Among them, the specific time of online voting through the trading system of Shenzhen stock exchange is: trading time on January 18, 2022, i.e. 9:15-9:25, 9:30-11:30 and 13:00-15:00; The specific time of voting through the Internet voting system of Shenzhen stock exchange is any time from 9:15 to 15:00 on January 18, 2022.
5. Meeting method:
The meeting adopts a combination of on-site voting and online voting. The company will provide online voting platform to the shareholders of the company through the trading system and Internet voting system of Shenzhen Stock Exchange. The shareholders of the company can exercise their voting rights through the trading system or Internet voting system of Shenzhen stock exchange during the above online voting time.
Only one of on-site voting and online voting can be selected for the same share. In case of repeated voting of the same voting right, the first voting result shall prevail.
6. Equity registration date of the meeting: Thursday, January 13, 2022
7. Attendees:
(1) Shareholders or their agents who hold the issued voting shares of the company on the equity registration date;
At the closing of the afternoon of January 13, 2022 (Thursday), the equity registration date, all shareholders of the company registered in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. who have issued voting shares have the right to attend the general meeting of shareholders, and can entrust an agent to attend and vote in writing. The shareholder agent does not have to be a shareholder of the company.
(2) Directors, supervisors and senior managers of the company;
(3) Lawyers employed by the company;
(4) Other persons who should attend the general meeting of shareholders in accordance with relevant laws and regulations.
7. Venue: No. 5, Gaoxin Avenue, Haixi hi tech Industrial Park, Fuzhou, Fujian
2、 Matters considered at the meeting
The following proposals will be considered at this meeting:
1. Proposal on the company meeting the conditions for issuing shares to specific objects
2. Proposal on the company’s plan to issue shares to specific objects in 2021
2.1 type and par value of issued shares
2.2 issuance method and time
2.3 issuing object and subscription method
2.4 pricing base date, issue price and pricing principle
2.5 issue quantity
2.6 amount and purpose of raised funds
2.7 sales restriction period
2.8 place of listing
2.9 arrangement of accumulated undistributed profits before this offering
2.10 validity of resolution
3. Proposal on reviewing the plan for issuing shares to specific objects in 2021
4. Proposal on reviewing the demonstration and analysis report on the scheme of issuing shares to specific objects in 2021 5. Proposal on reviewing the feasibility analysis report on the use of funds raised by issuing shares to specific objects in 2021
6. Proposal on related party transactions involved in issuing shares to specific objects
7. Proposal on signing the conditional effective share subscription agreement between the company and the subscription object of this offering
8. Proposal on issuing shares to specific objects, diluting immediate return, taking filling measures and relevant commitments
9. Proposal on formulating shareholder return plan for the next three years (2021-2023)
10. Proposal on deliberation of the special report on the use of the previously raised funds
11. Proposal on establishing a special account for raised funds
12. 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
13. Proposal on increasing investment in industrial park projects by wholly-owned subsidiaries
The above proposal has been deliberated and adopted at the 7th Meeting of the 4th board of directors and the 7th Meeting of the 4th board of supervisors held by the company on December 29, 2021. For details, see the relevant announcement published on the gem information disclosure website designated by the CSRC on December 30, 2021.
Proposals 1-9 and 11-12 are special resolutions, which shall be deliberated and adopted by more than 2 / 3 of the voting rights held by shareholders (including shareholders’ agents) attending the general meeting of shareholders. Proposals 1-8 and 12, Mr. Chen Hang, as a related shareholder, shall avoid voting.
The company will count the votes of small and medium-sized investors (except the directors, supervisors, senior managers of listed companies and other shareholders who individually or jointly hold more than 5% of the shares of the company), and disclose the vote counting results.
3、 Proposal code
Table 1: example of proposal code of this shareholders’ meeting
remarks
Proposal code proposal name the ticked column can vote
100 total proposal √
1.00 proposal on the company meeting the conditions for issuing shares to specific objects √
√ number of sub proposals as a vote on the 2.00 proposal on the company’s plan to issue shares to specific objects in 2021: (10)
2.01 type and par value of shares issued √
2.02 issuing method and time √
2.03 issuing object and subscription method √
2.04 pricing base date, issue price and pricing principle √
2.05 issue quantity √
2.06 amount and purpose of raised funds √
2.07 restricted period √
2.08 place of listing √
2.09 arrangement of accumulated undistributed profits before this issuance √
2.10 validity period of resolution √
remarks
Proposal code proposal name the ticked column can vote
3.00 proposal on reviewing the plan for issuing shares to specific objects in 2021 √
4.00 argumentation and Analysis on reviewing the scheme of issuing shares to specific objects in 2021 √
Proposal of the report
5.00 √ on the review of the use of funds raised by issuing shares to specific objects in 2021
Proposal of feasibility analysis report
6.00 proposal on related party transactions involved in issuing shares to specific objects √
7.00 about the signing of the conditional effective share subscription agreement between the company and the subscription object of this issuance √
Proposal on purchase agreement
8.00 on the issue of shares to specific objects, diluting the immediate return, taking filling measures and √
Proposal on relevant commitments
9.00 discussion on the formulation of shareholder return plan for the next three years (2021-2023) √
case
10.00 proposal on reviewing the special report on the use of the previously raised funds √
11.00 proposal on establishing special account for raised funds √
12.00 proposal to the general meeting of shareholders to authorize the board of directors and its authorized persons to handle this √
Proposal on issues related to the issuance of shares to specific objects
13.00 proposal on increasing investment in industrial park projects by wholly-owned subsidiaries √
4、 Meeting registration method
1. Registration method:
(1) Individual shareholders shall attend the meeting with their own ID card and shareholding certificate; if they entrust an agent to attend the meeting, the agent shall show their own ID card, power of attorney (see Annex I) and shareholding certificate.
(2) If the legal representative of a legal person shareholder attends the meeting, he / she shall present his / her ID card, valid certificate that can prove his / her qualification as legal representative and shareholding certificate; if an agent is entrusted to attend the meeting, the agent shall present his / her ID card, power of attorney issued by the legal representative of the legal person shareholder unit according to law (see Annex I) and shareholding certificate.
(3) Non local shareholders can register by fax or e-mail before the deadline of the registration date, and do not accept telephone registration.
2. Registration time: 9:30-17:30, January 14, 2022.
3. Registration place: Securities Department, Bosi building, No. 5, Gaoxin Avenue, Haixi high tech Industrial Park, Fuzhou, Fujian
4. Contact information
Tel and fax: 0591-87664003
Contact: Liu Chunxian
Email: [email protected].
Mailing address: No. 5, Gaoxin Avenue, Haixi hi tech Industrial Park, Fuzhou, Fujian
Postal Code: 350108
5. The duration of the shareholders’ meeting is half a day, and the attending shareholders or shareholders’ principals shall bear their own expenses such as accommodation and transportation. 6. Note: shareholders and shareholders’ agents attending the on-site meeting shall carry the original of relevant certificates and go through the registration formalities at the venue half an hour before the meeting.
5、 Specific operation process of participating in online voting
At this general meeting of shareholders, shareholders can vote through the trading system of Shenzhen Stock Exchange and the Internet voting system (website: http://wltp.cn.info.com..cn. ）Vote. (see Annex II for the specific operation process of online voting)
6、 Documents for future reference
1. Resolutions of the 7th Meeting of the 4th board of directors;
2. The 4th board of supervisors
