Stock abbreviation: Bonree Data Technology Co.Ltd(688229) Stock Code: 688229 Bonree Data Technology Co.Ltd(688229)
Bonree Data Technology Co., Ltd.
(registered address: Floor 4, No. 46, Dongzhong street, Dongcheng District, Beijing)
Issue convertible corporate bonds to unspecified objects
Prospectus
(Revised Version)
Sponsor (lead underwriter)
(No. 268, Hudong Road, Fuzhou, Fujian)
February, 2002
Issuer statement
The company and all directors, supervisors and senior managers promise that there are no false records, misleading statements or major omissions in the prospectus and other information disclosure materials, and bear corresponding legal liabilities for their authenticity, accuracy and completeness.
The person in charge of the company, the person in charge of accounting and the person in charge of the accounting organization shall ensure that the financial and accounting materials in the prospectus are true and complete.
Any decision or opinion made by the CSRC and the exchange on this issuance does not indicate that they guarantee the authenticity, accuracy and integrity of the application documents and the information disclosed, nor do they indicate that they make substantive judgment or guarantee on the profitability, investment value of the issuer or the income of investors. Any statement to the contrary is a false statement.
According to the provisions of the securities law, the issuer shall be responsible for the changes in the operation and income of the issuer after the securities are issued according to law. Investors independently judge the investment value of the issuer, make investment decisions independently, and bear the investment risks caused by changes in the operation and income of the issuer or changes in the price of securities after the issuance of securities according to law.
Tips on major issues
This important notice only reminds investors of the risk factors and other important matters that need special attention. Please carefully read all the contents of the “risk factors” section of the prospectus. 1、 The risk that the convertible bonds held by the company’s convertible bond investors who do not meet the appropriateness requirements of the stock investors of the science and innovation board cannot be converted into shares
The company is a listed company on the science and innovation board. The investors who issue convertible corporate bonds to unspecified objects this time and participate in the conversion of convertible bonds into shares shall meet the suitability management requirements of stock investors on the science and innovation board. If the holders of convertible bonds fail to meet the requirements for the appropriateness management of stock investors on the science and innovation board, the holders of convertible bonds will not be able to convert their convertible bonds into company shares. The company has set redemption terms for this issuance of convertible bonds, including maturity redemption terms and conditional redemption terms. The maturity redemption price is determined by the board of directors (or the person authorized by the board of directors) through consultation with the sponsor (lead underwriter) according to the market conditions at the time of issuance, and the conditional redemption price is the face value plus the accrued interest for the current period. If the holders of the company’s convertible bonds do not meet the suitability requirements of the stock investors of the science and innovation board, and the convertible bonds they hold are facing redemption, considering that the convertible bonds they hold cannot be converted into the company’s shares, if the redemption price determined by the company according to the redemption terms agreed in advance is lower than the price (or cost) of the convertible bonds obtained by the investors, Investors are at risk of loss due to the low redemption price. 2、 On the credit rating of convertible corporate bonds issued by the company this time
The company’s issuance of convertible corporate bonds to unspecified objects has been rated by China Securities PENGYUAN. According to the “Zhongpeng Xin Ping [2021] No. Z [1240] 01” credit rating report on issuing convertible corporate bonds to unspecified objects in Bonree Data Technology Co.Ltd(688229) 2021 issued by China Securities PENGYUAN, the credit rating of convertible corporate bonds this time is a; Bonree Data Technology Co.Ltd(688229) the subject’s credit rating is a and the rating outlook is stable. 3、 On the scale and guarantee of convertible corporate bonds issued by the company
The issuance of convertible bonds to unspecified objects this time does not exceed RMB 255 million (including), and there is no guarantee. Please pay attention to the cashing risk of convertible corporate bonds due to the lack of guarantee. 4、 The company specially draws investors’ attention to the following risks
(I) risk of decline in operating performance and loss
During the reporting period, the net profit of the company was 52.3402 million yuan, 61.0377 million yuan, 31.1391 million yuan and -76.7034 million yuan respectively. In the last year and the first period, the company’s net profit declined, of which the net profit in 2020 decreased by 48.98% compared with that in 2019. From January to September 2021, the net profit turned from profit to loss.
The company’s industry is a knowledge intensive and technology driven industry. Its knowledge structure is updated quickly and it is highly dependent on professional and technical personnel. Based on the long-term sustainable development strategy, the company continues to attract core talents and expand its personnel scale. And the company’s products and business are currently in the development stage of penetration into traditional industries. However, due to the low informatization level of customers in traditional industries and the slow process of digital transformation, it takes a long time for industry penetration and customer cultivation. At the same time, in recent years, Chinese APM manufacturers have also made great efforts to explore the market, seize customer resources in various industries, and continuously launch new products and new businesses. The market competition in APM industry is becoming increasingly fierce.
If the personnel scale is further expanded in the future, the labor cost increases too fast, or the market competition is further intensified, and the company’s new customers, new products and new businesses fail to gain competitive advantage in the fierce market competition, or the company’s development speed in traditional industries fails to meet expectations, the company may have the risk of continuous decline in operating performance or loss in the short term. (II) risk of intensified market competition
Due to the high informatization level of customers in the Internet and related industries and the fast acceptance of emerging technologies, APM products first penetrated from the Internet related industries. After years of development, the market competition has been relatively sufficient. During the reporting period, the income of the company’s Internet and related industries was 98.342 million yuan, 91.9455 million yuan, 74.766 million yuan and 42.608 million yuan respectively, accounting for 64.19%, 55.88%, 53.85% and 45.82% of the total income respectively, showing a downward trend year by year. Internet related industries have now passed the stage of rapid development. In the future, the market competition of APM manufacturers in this industry will be more intense. In the future, if the issuer is unable to stabilize the existing major Internet customers, or fails to form an advantage in the fierce market competition, or fails to tap the new needs of Internet customers in time, it may face the risk of loss of Internet customers and further decline in the income of Internet and related industries.
At the same time, with the acceleration of the digital transformation process of traditional enterprises, Chinese APM manufacturers have poured into traditional industries such as finance, energy, aviation, automobile and manufacturing to vigorously explore the market and seize customer resources. In the early stage of the development of APM industry, due to the high technical level of foreign manufacturers, most of the traditional industries such as finance and energy are dominated by foreign well-known manufacturers such as dynatrace. With the continuous catch-up of Chinese manufacturers in terms of technical strength, it has gradually tilted to Chinese manufacturers.
Therefore, in terms of market development in traditional industries, issuers will face competitive pressure from foreign well-known manufacturers and local manufacturers. If the development effect of the issuer for the traditional industry fails to meet the expectations, it may miss the market opportunities of the traditional industry and be in a disadvantageous position in the market competition with mainstream APM manufacturers. (III) risk of decline in net cash flow from operating activities
During the reporting period, the net cash flow generated by the company’s operating activities was 45.0163 million yuan, 51.2124 million yuan, 27.1521 million yuan and -62.9717 million yuan respectively, which fluctuated to some extent, and decreased significantly in the latest period. If the scale of personnel continues to expand in the future, or the company’s income and payment collection do not meet expectations, the company may have the risk of continuous decline in the net cash flow from operating activities. (IV) risk that profit distribution may not be carried out in a certain period in the future
As of September 30, 2021, the accumulated undistributed profit of the company was 44.9357 million yuan, and there was no outstanding loss. From January to September 2021, the net profit of the company was -76.7034 million yuan, which turned from profit to loss. If the company’s operating performance continues to suffer losses in the future, it may form unrecovered losses, resulting in the company’s inability to pay cash dividends in the short term, which will have a certain adverse impact on the investment income of shareholders. (V) risk of NPM product R & D upgrading and industrialization project R & D failure or failure to meet expectations, which will have a negative impact on the economic benefits of the project
NPM product R & D upgrading and industrialization project is to improve the functions and upgrade the technology based on the existing NPM products. The successful implementation of this project depends on the company’s breakthrough in key technology fields, and there is a risk of R & D failure.
Through simulation calculation, the estimated financial internal rate of return (after tax) of the project is 10.08%, with good economic benefits. If the research and development of the project fails and relevant products that adapt to the market are not effectively developed as expected, the economic benefits of the project may decline or even suffer losses, which may have a certain adverse impact on the profitability of the company. 5、 Countermeasures for diluting the immediate return by issuing convertible corporate bonds to unspecified objects
For details, see “V / (II) relevant commitments of this offering” in “section IV basic information of the issuer”.
catalogue
The issuer declares that 1. Tips on major issues 2 I. The risk that the convertible bonds held by the company’s convertible bond investors who do not meet the appropriateness requirements of the stock investors of the science and innovation board cannot be converted into shares 2. About the credit rating of convertible corporate bonds issued by the company this time 2 III. The scale and guarantee of convertible corporate bonds issued by the company 2 IV. the company specially draws investors’ attention to the following risks 2 v. countermeasures for diluting the immediate return by issuing convertible corporate bonds to unspecified objects 4 catalog Section 1 interpretation Section 2 overview of this offering 15 I. Basic information of the issuer 15 II. Basic information of this offering 15 III. basic terms of this issuance of convertible bonds 17 IV. relevant institutions of this issuance 27 v. relationship between the issuer and relevant institutions of this issuance 29 section III risk factors 30 I. technical risks 30 II. Business risks 30 III. policy risks 32 IV. financial risks 33 v. legal risks 34 VI. project risk 34 VII. Risk that profit distribution may not be carried out in a certain period in the future 36 VIII. Risks related to the issuance of convertible bonds 36 IX. other risks Section IV basic information of the issuer forty
1、 The total share capital before the issuance and the shareholding of the top ten shareholders 40 II. Scientific and technological innovation level of the company and mechanisms or measures to maintain scientific and technological innovation ability 40 III. organizational structure and important equity investment in other enterprises 40 IV. controlling shareholders, actual controllers and changes since listing of the company 42 v. important commitments and their implementation 44 VI. directors, supervisors, senior managers and core technicians of the company 48 VII. Basic information of the company’s industry 58 VIII. Relevant information of the company’s main business 84 IX. technical information related to products 91 X. main fixed assets and intangible assets related to business 105 Xi. Major asset restructuring 112 XII. Overseas operation of the company 112 XIII. Dividends during the reporting period 14. The company’s issuance of bonds in the last three years 115 Section V compliance operation and independence 116 I. legal and compliant operation and punishment of the issuer 116 II. Occupation of funds 116 III. horizontal competition 116 IV. related parties and related relationships V. related party transactions Section VI financial accounting information and management analysis 123 I. types and importance level of audit opinions of accounting firms 123 II. Financial statements for the last three years and the first period III. preparation basis of the issuer’s financial statements, scope and changes of the consolidated financial statements 128 IV. main financial indicators and non recurring profit and loss statement for the last three years and the first period V. changes in accounting policies, accounting estimates and correction of accounting errors Vi. analysis of financial situation 135 VII. Analysis of operating results 148 VIII. Cash flow analysis one hundred and sixty-eight
9、 Capital expenditure analysis 171 X. guarantee, arbitration, litigation, other contingencies and major future events 171 Xi. Analysis of technological innovation 171 XII. Impact of this offering on listed companies Section 7 Application of the raised funds 173 I. Basic information of the project invested by the raised funds 173 II. The raised funds are invested in the main business in the field of scientific and technological innovation 202 III. The investment project of the raised funds involves the approval, approval or filing of project initiation, land, environmental protection and other related matters 204 IV. use of raised funds for R & D investment 205 Section VIII Application of funds raised in previous times 207 I. Basic information on the use of raised funds in the last five years 207 II. Actual use of previously raised funds
