Fujian Boss Software Corp(300525) independent director
On matters related to the 7th Meeting of the 4th board of directors
Prior approval opinion
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 prior approval opinions on relevant matters of the seventh meeting of the Fourth Board of directors of the company:
1、 Prior approval 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 board of directors of the company for deliberation, and relevant connected directors shall avoid voting.
2、 In accordance with the company law of the people's Republic of China, 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), Q & A on issuance supervision - regulatory requirements on guiding and standardizing the financing behavior of listed companies According to the relevant provisions of laws, regulations and normative documents, we believe that the company's issuance of shares to specific objects is in line with the company's development strategy, conducive to maintaining the stability of the company's control, conducive to the expansion of 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 board of directors for deliberation, and relevant connected directors shall avoid voting.
3、 On Review
<2021 年度向特定对象发行股票预案>
Prior approval of the motion
After reviewing the plan for issuing shares to specific objects in 2021, we believe that the content of the plan is true, accurate and complete, without false records, misleading statements or major omissions, in line with the actual situation and long-term development plan of the company, and in line with the interests of the company and all shareholders. We unanimously agree to the company's plan for issuing shares to specific objects, and agree to submit this proposal to the board of directors for deliberation, and relevant connected directors shall avoid voting.
4、 On Review
<2021 年度向特定对象发行股票方案的论证分析报告>
Prior approval of the motion
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 methods, and the fairness and rationality of issuance schemes, 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 board of directors of the company for deliberation, and the relevant connected directors should avoid voting.
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>
Prior approval of the motion
After reviewing the feasibility analysis report on the use of funds raised by issuing shares to specific objects in 2021, we believe 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. Therefore, we unanimously agree with 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 board of directors of the company for deliberation, and relevant related directors should avoid voting. 6、 Prior approval opinions on the proposal on related party transactions involved in issuing shares to specific objects
After deliberation, we agree that the related party transactions involved in the issuance of shares to specific objects comply with the company law of the people's Republic of China Securities Law of the people's Republic of China, measures for the administration of securities issuance and registration of companies listed on GEM (for Trial Implementation), and other laws and regulations, as well as the articles of Association According to the relevant provisions of the company, there is no situation that damages the interests of the company and all shareholders, especially minority shareholders. We recognize the related party transactions involved in the company's issuance of shares to specific objects, and agree to submit the proposal related to the company's issuance of shares to specific objects to the board of directors of the company for deliberation, and the relevant related directors shall avoid voting.
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>
Prior approval of the motion
After deliberation, we agree that the share subscription agreement with conditional effect to be signed between the company and the subscription object of this issuance meets the needs of the company's future development and strategic development, and there is no situation that damages the interests of the company and other shareholders, especially minority shareholders. We agree to the proposal and agree to submit the relevant proposal to the board of directors of the company for deliberation, and the relevant related directors shall withdraw from voting.
8、 Prior approval 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.
We agree that the company's analysis, relevant filling measures and commitments on the impact of the issuance of shares to specific objects on diluted immediate return meet the requirements of relevant regulations and are in line with the interests of the company and shareholders, and agree to submit the proposal to the board of directors for deliberation, and relevant related directors should avoid voting.
9、 Prior approval 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 board of directors of the company for deliberation, and relevant related directors shall withdraw from voting.
(this page is the signature page of Fujian Boss Software Corp(300525) independent directors' prior approval 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
