Sinolink Securities Co.Ltd(600109)
About Fujian Boss Software Corp(300525)
Verification opinions on extending the period of cash management with idle self owned funds
Sinolink Securities Co.Ltd(600109) (hereinafter referred to as " Sinolink Securities Co.Ltd(600109) " or "sponsor") as a sponsor of Fujian Boss Software Corp(300525) (hereinafter referred to as " Fujian Boss Software Corp(300525) " or "company") non-public offering of shares and listing on the gem in 2018, in accordance with the measures for the administration of securities issuance and listing sponsorship business and the rules for the listing of shares on the gem of Shenzhen Stock Exchange (hereinafter referred to as "Stock Listing Rules") ）According to relevant laws, regulations and normative documents such as the guidelines for the standardized operation of companies listed on the growth enterprise market of Shenzhen Stock Exchange, the matters of Fujian Boss Software Corp(300525) to extend the period of cash management with idle own funds have been carefully verified. The specific verification conditions and opinions are as follows:
1、 Basic information of cash management using idle self owned funds
Fujian Boss Software Corp(300525) at the 31st meeting of the third board of directors held on January 5, 2021, the proposal on using idle self owned funds for cash management was considered and approved, and the company and its subsidiaries were agreed to use idle self owned funds of no more than 300 million yuan for cash management without affecting normal operation and ensuring capital safety, The term of use shall be valid within 12 months from the date of deliberation and approval by the board of directors. Within the specified service life and limit, the funds can be used on a rolling basis.
In view of the expiration of the above investment period and the validity of the resolution, in order to improve the company's fund use efficiency, make rational use of idle self owned funds and obtain better investment return, the company held the seventh meeting of the Fourth Board of directors and the seventh meeting of the Fourth Board of supervisors on December 29, 2021, The proposal on extending the period of cash management with idle self owned funds was deliberated and adopted, and it was agreed that the company and its subsidiaries would extend the period of cash management with idle self owned funds to 12 months after the proposal was deliberated and adopted at the seventh meeting of the Fourth Board of directors without affecting the normal operation and ensuring the safety of funds. The board of directors of the company authorizes the chairman to exercise relevant investment decision-making power and sign relevant documents within the specified limit, and the Finance Department of the company is responsible for specific relevant matters. 2、 Cash management with idle self owned funds within 12 months before the announcement date
Order trustor trustee product entrusted wealth management income product expected annualization No. name amount starting date maturity date type yield maturity (RMB 10000)
Beijing Bosi Bank of China "Galaxy gold guaranteed"
1. Income of "Zhixin Internet River Securities mountain" is 3000.002021 02.102021. 08.10 the fixed income of 3.30% is the share beneficial certificate of network technology
Limited company 7715
Bank of China "Galaxy gold principal guarantee"
Fujian bosihe securities "mountain" income barrier solid
2. Software share certificate 1000.002021.00 12.242022. 02.23 fixed income 2.95% no limited company limited 10168 income
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3、 Impact of using idle self owned funds for cash management on the company
1. The company insists on standardized operation and prolongs the period of cash management with idle self owned funds to ensure public
It is implemented under the premise of daily operation and capital safety of the company, which will not affect the normal turnover needs of the company's daily capital,
It will not affect the normal development of the company's main business.
2. Through appropriate cash management, the company can improve capital use efficiency and increase investment benefits,
Further improve the overall performance level of the company and seek more return on investment for the shareholders of the company.
4、 Investment risk and risk control measures
(i) Investment risk
1. Although the company will choose low-risk investment varieties with high security and good liquidity, the financial market is affected by macro
The impact of economic outlook is great, and it is not ruled out that the investment is affected by market fluctuations;
2. The company will timely and appropriately intervene according to the economic situation and changes in the financial market, so short-term investment
The actual income of is unpredictable;
3. The relevant staff have the risk of illegal operation and out of control supervision.
（2） Risk control measures
1. When purchasing financial products, the company will choose financial products with good liquidity, high security and a period of no more than 12 months
Define the amount, term, investment variety, rights, obligations and legal responsibilities of both parties
Ren et al.
2. The Finance Department of the company shall establish an investment account and timely analyze and track the changes in the net value of products. If the evaluation finds that there are risk factors that may affect the safety of the company's funds, corresponding measures will be taken in time to control the investment risk.
3. Independent directors and the board of supervisors have the right to supervise and inspect the use of funds, and may hire professional institutions to audit when necessary.
4. The internal audit department of the company is responsible for conducting a comprehensive inspection of the products, reasonably predicting the possible risks and benefits of various investments according to the principle of prudence, and regularly reporting to the audit committee of the board of directors.
5. The company will disclose the purchase and profit and loss of financial products during the reporting period in the periodic report in accordance with the relevant provisions of Shenzhen Stock Exchange.
5、 Relevant review and approval procedures
1. Deliberations of the board of directors
On December 29, 2021, the 7th Meeting of the 4th board of directors of the company deliberated and approved the proposal on extending the period of cash management with idle self owned funds, and agreed that the company and its subsidiaries, without affecting the normal operation and ensuring the safety of funds, The period of using idle self owned funds for cash management will be extended to 12 months after the proposal is considered and adopted at the seventh meeting of the Fourth Board of directors of the company. The board of directors of the company authorizes the chairman to exercise relevant investment decision-making power and sign relevant documents within the specified limit, and the Finance Department of the company is responsible for specific relevant matters.
2. Opinions of the board of supervisors
On December 29, 2021, the 7th Meeting of the 4th board of supervisors of the company deliberated and approved the proposal on extending the period of cash management with idle self owned funds. The board of supervisors held that the extension of the period of cash management with idle self owned funds is conducive to the rational use of idle self owned funds, further improve its use efficiency and increase the income of cash assets of the company, It will not affect the normal development of the company's main business and is in the interests of the company and all shareholders. The decision-making and deliberation procedures for this matter are legal and compliant. Therefore, the company agrees to extend the term of cash management with idle self owned funds.
3. Opinions of independent directors
The independent directors of the company carefully reviewed the proposal on extending the period of cash management with idle self owned funds, and gave clear consent: at present, the company is in good operation and stable financial condition. 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 improve the company's capital use efficiency, increase the company's capital income, and seek a better return on investment 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.
6、 Verification opinions of the recommendation institution
As a sponsor of Fujian Boss Software Corp(300525) non-public offering of shares and listing on the gem in 2018, Sinolink Securities Co.Ltd(600109) carefully checked the resolutions of the board of directors, the resolutions of the board of supervisors and the independent opinions issued by independent directors, and communicated with the company's operation and management personnel and the internal audit department, For Fujian Boss Software Corp(300525) extending the period of cash management with idle self owned funds, the following verification opinions are issued:
The approval procedures for the above matters comply with laws, regulations and relevant provisions of the company. Sinolink Securities Co.Ltd(600109) has no objection to Fujian Boss Software Corp(300525) extending the period of cash management with idle self owned funds.
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Sponsor representative:
Yang Hongyong, Li xiuna
Sinolink Securities Co.Ltd(600109) December 29, 2021
