About Bonree Data Technology Co.Ltd(688229)
Issuing convertible bonds to unspecified objects
Reply report to the opinion implementation letter of the Audit Center
Sponsor (lead underwriter)
(No. 268, Hudong Road, Fuzhou, Fujian)
Shanghai Stock Exchange:
We have received the letter on the implementation of the opinions of the audit center on the issuance of convertible bonds by Borui Hongyuan Data Technology Co., Ltd. to unspecified objects (szkss (refinancing) [2022] No. 34) (hereinafter referred to as the "inquiry letter") issued by your office on February 25, 2022 Bonree Data Technology Co.Ltd(688229) (hereinafter referred to as " Bonree Data Technology Co.Ltd(688229) ," issuer "," company ") and China Industrial Securities Co.Ltd(601377) (hereinafter referred to as" sponsor "), Beijing Kangda law firm (hereinafter referred to as" issuer's lawyer "), Lixin Certified Public Accountants (special general partnership) (hereinafter referred to as" reporting accountant ") and other relevant parties have checked the issues listed in the inquiry letter item by item, The reply is as follows, please review.
Unless otherwise specified, the abbreviation used in this reply has the same meaning as that in the prospectus of Bonree Data Technology Co.Ltd(688229) issuing convertible corporate bonds to unspecified objects. If the total value is inconsistent with the mantissa of the sum of the itemized values, it is caused by rounding.
Questions listed in the inquiry letter reply to questions listed in the inquiry letter in bold typesong typeface (not bold) the revised contents of the prospectus involved in the reply and update of the inquiry letter in bold typeface (BOLD)
catalogue
Question 1 4 question 2 7 question 1. The issuer is requested to give important tips on the following matters in the prospectus: (1) the company's main business income decreases year by year, and a large loss is expected in 2021; (2) The company's customer structure has changed greatly, and its sales to major customers in some Internet industries have decreased; (3) The company's employee compensation and period expenses increased significantly in 2021, and its profitability is under great pressure.
reply:
1、 The issuer is requested to make important notes on the following matters in the prospectus
(I) the company's main business income decreases year by year, and a large loss is expected in 2021
The issuer has made supplementary disclosure on the risk of annual decline of the company's operating income in "IV / (I) risk of annual decline of operating income" of "tips on major events" and "II / (I) risk of annual decline of operating income" of "section III Risk Factors" in the prospectus as follows: "(I) risk of annual decline of 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. "
The issuer has listed "IV / (II) risk of large loss expected in 2021" in "tips on major events" and "II / (II) risk of large loss expected in 2021" in "section III Risk Factors" in the prospectus
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. "
(II) the company's customer structure has changed greatly, and its sales to some major customers in the Internet industry have decreased
The issuer has written in "IV / (III) risk of decline in operating revenue due to changes in customer structure and decline in sales of major customers in some Internet industries" and "II / (III) risk of decline in operating revenue due to changes in customer structure and decline in sales of major customers in some Internet industries" in "section III Risk Factors" in the prospectus The supplementary disclosure of the risk of decline in operating revenue caused by the change of the company's customer structure and the decline in the sales of major customers in some Internet industries is as follows: "(III) the risk of decline in operating revenue caused by the change of customer structure and the decline in the 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.
”
(III) the company's employee compensation and period expenses increased significantly in 2021, and its profitability was under great pressure
The issuer has written in "IV / (IV) it is expected that the employee salary and period expenses will increase significantly in 2021 and the profitability will face greater pressure" in "tips on major events" of the prospectus and "II / (IV) it is expected that the employee salary and period expenses will increase significantly in 2021 and the profitability will face greater pressure" in "section III Risk Factors" The supplementary disclosure of the risk that the company's profitability is under great pressure is as follows: "(IV) it is expected that the employee salary and period expenses will increase significantly in 2021, and the profitability is under great 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 greater pressure on profitability. "
2、 Verification opinions of the recommendation institution and the reporting accountant
(I) verification process
Check the supplementary disclosure of the issuer's prospectus (draft of the meeting) and other relevant application documents. (II) verification conclusion
After verification, the recommendation institution and the reporting accountant believe that the company has supplemented and disclosed the contents of the above risks and major matters in the relevant positions of the prospectus (upper draft). Question 2. Please explain the relevant information of the 2021 annual performance express. The recommendation institution and the reporting accountant are requested to check and express clear opinions.
reply:
1、 Issuer description
(I) main financial data of 2021 annual performance express
According to the performance express publicly disclosed by the company, the main financial situation of 2021 is shown in the following table:
Unit: 10000 yuan
Increase and decrease of the project in 2021 and 2020 (unapproved) (%)
Total operating income 13858341388404 -0.19
Operating profit -878205326211 -369.21
Total profit -877980326330 -369.05
Net profit attributable to owners of parent company -723502311391 -332.35
Net profit attributable to the owner of the parent company after deducting non recurring profits and losses of -827161221423 -473.57
Increase / decrease range of the project at the end of the reporting period and the beginning of the reporting period (%)
Total assets 82212938747187 -6.01
Owner's equity attributable to the parent company 77344518408924 -8.02
Share capital 444000444000 0.00
Note: the main financial data of 2021 in the above table are preliminary accounting data, which have not been audited, and the final results are subject to the annual report of the company in 2021.
(II) description of operation in 2021
1. Income change analysis
In 2021, the company expects the operating revenue to decrease slightly by 0.19% compared with that in 2020, and the revenue is basically flat. According to the analysis of relevant data of the company's performance express, the company's income from Internet related industries was 647866 million yuan, a decrease of 13.35% compared with the same period of last year, and the income from traditional industries was 737968 million yuan, an increase of 15.17% compared with the same period of last year.
2. Analysis of changes in net profit
In 2021, the company expects the net profit attributable to the owner of the parent company to be -7235002 million yuan, resulting in a significant loss of net profit.
According to the analysis of the relevant data of the company's performance express, the main reasons for the company's expected significant loss in 2021 are: (1) in 2021, the total employee compensation in the period expenses increased by 713579 million yuan compared with 2020, an increase of 106.33% compared with the same period last year, mainly due to the company's significant expansion of personnel scale, and the number of sales personnel and R & D personnel increased significantly compared with the end of the previous year; (2) The company implemented the equity incentive plan in February 2021, and a total of 135181 million yuan of share based payment expenses were accrued in the expenses during 2021.
2、 Verification opinions of the recommendation institution and the reporting accountant
(I) verification process
1. Check the issuer's 2021 annual performance express and relevant detailed financial data, as well as the 2021 personnel roster;
2. Consult the relevant resolutions of the general meeting of shareholders, the board of directors and the specific contents of the restricted stock incentive plan.
（
