About Bonree Data Technology Co.Ltd(688229)
Application documents for issuing convertible bonds to unspecified objects
Review the reply to the inquiry letter
Sponsor (lead underwriter)
(No. 268, Hudong Road, Fuzhou, Fujian)
Shanghai Stock Exchange:
We have received the inquiry letter on the examination of Bonree Data Technology Co.Ltd(688229) application documents for issuing convertible corporate bonds to unspecified objects (szkss (refinancing) [2021] No. 106) (hereinafter referred to as the "inquiry letter") issued by your exchange on November 19, 2021. Bonree Data Technology Co.Ltd(688229) (hereinafter referred to as " Bonree Data Technology Co.Ltd(688229) ", "the issuer" and "the company") and China Industrial Securities Co.Ltd(601377) (hereinafter referred to as "the sponsor"), Beijing Kangda law firm (hereinafter referred to as "the issuer's lawyer"), Lixin Certified Public Accountants (special general partnership) (hereinafter referred to as "the 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 it.
Unless otherwise specified, the abbreviation used in this reply has the same meaning as that in the prospectus for the issuance of 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.
The questions listed in the inquiry letter are in bold (BOLD) the reply to the questions listed in the inquiry letter is in Song typeface (not bold) the reply revision involved in the reply update of the inquiry letter and the revised content of the prospectus are in italics (BOLD)
catalogue
1. On the necessity of financing 42. About NPM product R & D, upgrading and industrialization projects 263. About the upgrading and construction project of R & D Center 404. About the financing scale 565. About benefit calculation 636. About financial investment 697. About performance decline 748. About the increase of expenses during the period 919. About accounts receivable 10210. About others 1091. Necessity of financing
Question 1.1
According to the prospectus: (1) as of the end of the reporting period, the issuer's monetary capital balance was 693356400 yuan; The amount of over raised funds that have not been used is 166.908 million yuan; (2) The proportion of funds raised by some projects raised before is relatively low. The proportion of funds raised by user digital experience product upgrading construction projects and application discovery tracking diagnosis product upgrading construction projects are 16.94% and 24.77% respectively.
The issuer is requested to explain: (1) analyze the rationality and necessity of new investment projects with raised funds in combination with daily operation needs, monetary fund balance and use arrangement, and the comparison of the company's asset structure and debt structure with comparable companies in the same industry; The rationality and necessity of refinancing when holding large amount of monetary funds, idle raised funds and the use proportion of previously raised funds is low; (2) Excluding the supplementary working capital and over raised funds, the utilization and proportion of the previously raised funds up to now; Whether there is any delay due to the low proportion of the previously raised funds invested in some projects; (3) In combination with the amount of non capital expenditure in the raised investment project, calculate the specific amount of actually supplemented working capital in the raised investment project and its proportion in the total amount of funds to be raised; If the above proportion exceeds 30%, the rationality of replenishment higher than 30% will be fully demonstrated in combination with question 4 of the examination and answer of securities issuance and listing of listed companies on the science and innovation board.
The recommendation institution is requested to: (1) check and express clear opinions according to question 4 of the examination and answer of securities issuance and listing of listed companies on the science and innovation board; (2) Express clear opinions on whether the amount of each raised and invested project of the company exceeds the actual demand for raised funds. Please report to the accountant for verification and express clear opinions.
reply:
1、 Issuer description
(i) Analyze the rationality and necessity of new investment projects with raised funds in combination with daily operation needs, monetary fund balance and use arrangement, and the comparison of the company's asset structure and debt structure with comparable companies in the same industry; The rationality and necessity of refinancing under the condition of holding large amount of monetary funds, idle raised funds and low proportion of previously raised funds
1. The market background of the company's choice to start this refinancing
At present, China's APM industry is ushering in a good opportunity for digital transformation of traditional enterprises and localization of key software. At this time, the APM market pattern has not been solidified, and manufacturers are in the stage of fierce competition to enter the market and quickly seize the market. At present, the company is the only A-share listed company in the APM industry. It needs to take advantage of the opportunity of listing and further improve the company's core competitiveness and establish the leading position in the industry through the implementation of this refinancing. The specific analysis is as follows:
(1) With the rapid development of international APM industry, China's APM industry has also ushered in important development opportunities
Due to the rapid development of global digital business, the market space of the company's itom industry is huge. According to Gartner's forecast: enterprise infrastructure software, worldwide, the global APM market will be about US $6.8 billion in 2024, with a compound growth rate of 9.8% from 2019 to 2024. International APM leading enterprises, such as dynatrace, datadog, new relic, etc., had operating revenues of US $703.509 million, US $603.466 million and US $667.648 million respectively in the latest fiscal year, with compound growth rates of 27.77%, 74.55% and 18.03% respectively in recent three years.
At the same time, China's APM industry is ushering in many good development opportunities, such as digital transformation of traditional enterprises and localization of key software. First, with the "Internet plus" and "made in China" 2025 proposed by the State Council in 2015, the digital transformation of traditional industries such as finance, energy, automobile, medical, construction, industry, agriculture and animal husbandry has been officially accelerated. The huge scale of traditional industries and the stable growth of user groups have determined the considerable scale of its future digital business. *** In today's international situation of big country game, because APM products can monitor a complete online data business chain, have great data management value and are closely related to network security, Chinese financial institutions, government departments and large state-owned enterprises have successively begun to transition international APM products to local products, and the coverage of domestic APM products is increasing day by day.
To sum up, the international APM industry presents a rapid development trend, China's APM industry also ushers in important development opportunities, and the APM industry has a large market space.
(2) China's APM market pattern has not been solidified. At this stage, it is an important opportunity for manufacturers to quickly seize the market and consolidate their position in the industry
Many participants have sprung up in China's APM industry, among which the first batch of industry pioneers such as Bonree Data Technology Co.Ltd(688229) , keynote network and feisida technology have gradually occupied the mainstream position in the market competition with strong technology accumulation and mature product layout by virtue of their first mover advantage and years of industry deep cultivation. At present, there is only one A-share listed company of the company and one Hong Kong listed company of feisida technology in China's APM industry. The market pattern is still relatively scattered and has not been fully solidified. Therefore, at this stage, it is an important opportunity for manufacturers to quickly seize market share, accelerate business expansion and consolidate their position in the industry.
(3) The company needs to take advantage of the opportunity of listing to grasp the market opportunity and establish the position of industry leader
The company successfully landed in the A-share market in August 2020. At present, it is the only A-share listed company in the APM industry. Although the keynote network and cloud wisdom, the company's main competitors, are not listed at present, they have successively carried out large-scale equity financing since 2020, accumulating RMB 900 million and US $234 million (about RMB 1.488 billion) respectively to support the rapid development of the enterprise. The company also wants to take the good opportunity of successful listing, accumulate the required funds through the implementation of this refinancing, quickly improve the integrated IT operation and maintenance solution ability and marketing ability, grasp the above important industry opportunities, accelerate the pace of market development, and improve the overall business scale of the company to a higher level when the market pattern has not been fully solidified, Establish the position of industry leader.
2. The rationality and necessity of refinancing under the condition that the use proportion of the previously raised funds is low
(1) On the premise that the IPO raised funds have not been fully invested, the company starts the reasonable process of refinancing
Necessity and necessity
APM product technology is developing rapidly in the direction of "supervision and control" integration of it operation and maintenance. At present, the company's integrated operation and maintenance capacity still has room for improvement. Each product and technology of the IPO raised investment project and this raised investment project is an important part of building an integrated IT operation and maintenance product ecology. The product technologies have strong linkage and synergy, and are not based on each other. The company needs to carry out the construction of IPO investment projects and this raised investment projects at the same time, quickly supplement and improve the company's integrated operation and maintenance capacity, so as to ensure the company's market competitiveness. The specific analysis is as follows:
① APM product technology has gradually developed rapidly towards the direction of "supervision and control" integrated intelligent operation and maintenance
First, it monitoring software needs a unified monitoring perspective. With the rapid development and popularization of new generation information technologies such as cloud computing, Internet of things and 5g, the scale of enterprise IT system is expanding, the online business chain is becoming more and more complex, and the components, modules and terminal equipment that make up the IT system are more complex and diverse. The type and scale of performance data generated are increasing exponentially, and performance problems occur in any link of the digital business chain, May lead to the collapse of the whole system and the failure of online business. This requires that the monitoring perspective of it monitoring tools can cover the complete digital business chain. Once any link or any kind of performance data is missing, it operation and maintenance quality may be reduced.
Secondly, "supervision and control" integrated operation and maintenance is also the inevitable development direction of the industry. The itom industry includes three major areas of "supervision and control", and the it "monitoring" tool is only an important part of the integrated operation and maintenance solution. The it "monitoring" tool can monitor the operation of various IT software and hardware components and alarm in case of performance problems. The it "management" tool can automatically generate problem work orders according to the alarm information, assign the problem work orders to relevant personnel of the company, and automatically promote and track the solution of alarm events, so as to track and manage the whole process of alarm events. The it "automation" tool can make automatic decisions according to the alarm information, such as automatically restarting the server, automatically expanding the capacity, automatically rolling back the software version, etc., so as to reduce the complicated manual operations in operation and maintenance. The Trinity solution of "supervision and control" of it operation and maintenance can truly realize the complete closed loop of it operation and maintenance from early warning and alarm to decision-making and management.
Although at present, enterprises can purchase independent tools for different components, applications and modules from professional manufacturers in different segments of the IT operation and maintenance market, because the operation and maintenance tools of different manufacturers are generally stored and operated independently, it operation and maintenance software may be too cumbersome and difficult to be compatible with each other, the collected data are separated from each other, and the monitoring perspective cannot be unified, It is difficult to realize data linkage analysis of all dimensions and many other problems, resulting in high operation and maintenance cost and low operation and maintenance efficiency and accuracy.
Therefore, with the rapid development of information technology, independent and fragmented operation and maintenance tools are not enough to meet the market demand. Enterprises increasingly need a set of mature and complete "supervision and control" integrated IT operation and maintenance solutions, integrating "problem discovery, problem positioning and problem solving", and gradually realize the automation, intelligence and unmanned operation and maintenance of IT system.
② At present, the company still has great room to improve its integrated IT operation and maintenance capacity, and the construction of this raised investment project is necessary
The company's IPO funds and the funds to be raised this time mainly invest in the R & D and upgrading of core APM products (including DEM and ADTD), NPM products, log management products and ITSM management platform, as well as the continuous research and development of important core technologies AI technology, big data technology and cloud technology in the APM field. Each of the above products and technologies is an important part of building an integrated IT operation and maintenance product ecosystem, and there is strong linkage and synergy between products and technologies. The details are shown in the table below:
Investment direction investment content implementation necessity investment fund corresponding raised investment project
Source specific name
The front-end application monitoring product DEM product is used to monitor the performance of web pages, apps and other applications at the front end of the digital business chain, representing the "d" of "data chain DNA". The user digital experience product upgrading and construction (DEM) project aims to improve the end-to-end monitoring ability of the company's all digital business chain by optimizing the company's core products. IPO raising project
