Stock abbreviation: Bonree Data Technology Co.Ltd(688229) Stock Code: Bonree Data Technology Co.Ltd(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
(last draft)
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 Zhongzheng PENGYUAN. According to the "Zhongpeng Xin Ping [2021] No. Z [1240] 01" credit rating report of Bonree Data Technology Co.Ltd(688229) 2021 issuance of convertible corporate bonds to unspecified objects issued by Zhongzheng PENGYUAN, the credit rating of convertible corporate bonds this time is a Bonree Data Technology Co.Ltd(688229) 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 annual decline in operating income
During the reporting period, the company's operating revenue was 1531982 million yuan, 164536 million yuan, 1388404 million yuan and 929683 million yuan respectively. In the last year, the company's operating revenue decreased compared with the same period last year, with a decrease of - 15.62% and - 2.15% respectively. According to the disclosure of the company's performance express, the company is expected to realize an operating revenue of 1385834 million yuan in 2021, a decrease of 0.19% compared with that in 2020.
The company's operating income has decreased year by year, mainly due to the continuous decline of the company's income in Internet related industries. At present, products and businesses are in the development stage of penetration into traditional industries. However, due to the low informatization level of most customers in traditional industries and the slow process of digital transformation, it takes a long time for industry penetration and customer cultivation, The income growth of traditional industries failed to offset the impact of the decline in income of Internet related industries. Meanwhile, 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, and the unit price of some products continues to decline. If the competition in APM market is further intensified, the unit price of products continues to decline, or the company's Internet related business income continues to decline by a large margin, and the company's development in traditional industries is less than expected, the company's operating income is at risk of declining year by year. (II) risk of large loss in 2021
During the reporting period, the net profit of the company was 523402 million yuan, 610377 million yuan, 311391 million yuan and -767034 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.
According to the disclosure of the company's performance express, the company is expected to realize a net profit of -7235002 million yuan in 2021, a decrease of 332.35% compared with that in 2020. The company is expected to have a large loss in 2021.
(III) risk of decline in operating income due to changes in customer structure and decline in sales of major customers in some Internet industries
During the reporting period, the company's Internet related industry revenue was 98.342 million yuan, 919455 million yuan, 74.766 million yuan and 426008 million yuan respectively, decreasing year by year; The proportion in total income is 64.19%, 55.88%, 53.85% and 45.82% respectively, also showing a downward trend year by year. At the same time, during the reporting period, the proportion of income from traditional industries in the total income was 35.81%, 44.12%, 46.15% and 54.18% respectively, showing an upward trend year by year. In the latest period, the proportion of income from traditional industries has exceeded that of Internet related industries, and the customer structure has gradually changed.
The company's early main revenue contribution came from customers in Internet related industries. However, during the reporting period, due to the reduction of purchase amount by some main customers in Internet related industries, the revenue of Internet related industries continued to decline, which had a great impact on the company's operating revenue.
If the company's revenue and proportion of customers in Internet related industries continue to decline in the future, while the development process of customers in traditional industries is slow and fails to offset the impact of the decline of revenue in Internet related industries, it may further lead to the decline of operating revenue. (IV) it is expected that the employee compensation and period expenses will increase significantly in 2021, and the profitability will face greater pressure
From January to September 2021, the company's expenses during the period were 143444 million yuan, an increase of 119.21% over the same period of last year; The total amount of employee compensation in the expenses during the period was 988031 million yuan, an increase of 100.07% over the same period of last year. According to the prediction of the company, the annual employee salary and period expenses in 2021 will increase significantly compared with 2020.
As the APM industry in which the company is located is a knowledge intensive and technology driven industry, with rapid renewal of knowledge structure and strong dependence on professionals. At the same time, the company needs to improve its market development ability and service level to expand to traditional industries. Therefore, the company is based on the long-term sustainable development strategy, continues to attract core talents and continuously expand the scale of personnel, The sharp increase in the company's employee compensation is the main reason for the company's conversion from profit to loss from January to September 2021 and the expected large loss in 2021.
If the company's personnel scale is further expanded and the human cost increases too fast in the future, but the personnel expansion fails to drive the company's performance to achieve significant growth, the company will face the risk of great pressure on profitability. (V) 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, 919455 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. (VI) 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 450163 million yuan, 512124 million yuan, 271521 million yuan and -629717 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. (VII) 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 449357 million yuan, and there was no outstanding loss. From January to September 2021, the net profit of the company was -767034 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. (VIII) 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 Catalogue 6 Section 1 interpretation Section 2 overview of this offering 16 I. Basic information of the issuer 16 II. Basic information of this offering 16 III. basic terms of this issuance of convertible bonds 18 IV. relevant institutions of this issuance 28 v. relationship between the issuer and relevant institutions of this issuance Section 3 risk factors 31 I. technical risks 31 II. Business risks 31 III. policy risks 35 IV. financial risks 35 v. legal risks 36 VI. project risk 36 VII. The future is certain
