Securities abbreviation: Shenzhen Farben Information Technology Co.Ltd(300925) securities code: Shenzhen Farben Information Technology Co.Ltd(300925) Shenzhen Farben Information Technology Co.Ltd(300925)
（Shenzhen Farben Information Technology Co.,Ltd.）
(address: floor 1-6, block B, yudashun science and Technology Park, No. 15, Gaoxin North 6th Road, songpingshan community, Xili street, Nanshan District, Shenzhen)
Prospectus for issuance of convertible corporate bonds by gem to unspecified objects (draft application)
Sponsor (lead underwriter)
(address: floor 22-25, block B, Ping An financial center, No. 5023, Yitian Road, Futian street, Futian District, Shenzhen)
March, 2002
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 China Securities Regulatory Commission and Shenzhen Stock Exchange on this issuance does not indicate that they guarantee the authenticity, accuracy and integrity of the application documents and the information disclosed, nor 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
1、 Notes on the issuance of convertible bonds meeting the issuance conditions
According to the securities law, the measures for the administration of securities issuance and registration of companies listed on the gem (for Trial Implementation) and other relevant regulations, the company’s issuance of convertible corporate bonds to unspecified objects meets the statutory issuance conditions. 2、 About the credit rating of convertible bonds issued by the company this time
The company hired China Securities PENGYUAN to rate the convertible bonds. According to the credit rating report issued by China Securities PENGYUAN, the main credit rating of the company is “a +” and the credit rating of the convertible bonds is “a +”. During the duration of the convertible bonds issued this time, CSI PENGYUAN will conduct tracking rating at least once a year and issue tracking rating report. If the credit rating of this convertible bond changes due to factors such as the company’s external business environment, itself or the change of rating standards, it will increase the risk of investors and have a certain impact on the interests of investors. 3、 The company does not provide guarantee for the issuance of convertible bonds this time
The company did not provide guarantee measures for the issuance of convertible bonds this time. If there are events that have a significant negative impact on the operation and management and solvency during the duration, the convertible bonds may increase the risk of investors due to the failure to provide guarantee. 4、 The company’s profit distribution policy and profit distribution in the last three years
(I) profit distribution policy of the company
The current effective articles of association of the company stipulates the profit distribution policy as follows:
“Article 159 the company’s profit distribution policy is:
(I) basic principles of profit distribution:
1. The profit distribution of the company should pay attention to the reasonable investment return to the public shareholders, and distribute the profits to the shareholders according to the specified proportion of the profits available for distribution in the current year according to the dividend plan;
2. The company’s profit distribution policy, especially the cash dividend policy, shall be consistent, reasonable and stable, take into account the long-term interests of the company, the overall interests of all shareholders and the sustainable development of the company, and comply with the relevant provisions of laws and regulations.
(II) specific policies for profit distribution
1. Form of profit distribution: the company’s profit distribution can be in the form of cash, stock, combination of cash and stock, or other ways permitted by law. Those qualified for cash dividend shall give priority to cash dividend for profit distribution; If the company still has profits available for distribution after distributing profits in cash, and the board of Directors considers that the distribution of stock dividends is conducive to the overall interests of all shareholders of the company, the company can distribute profits in the form of stock dividends.
2. Interval of profit distribution: on the premise that the net profit attributable to the shareholders of the parent company in the current year is positive, in principle, the company shall distribute the profit at least once a year within 2 months after the annual general meeting of shareholders is adopted; The company may implement the interim profit distribution according to the production and operation and capital demand, which shall be completed within 2 months after the approval of the general meeting of shareholders.
3. Specific conditions for cash dividends:
(1) The company is profitable in the current year and the accumulated undistributed profit is positive;
(2) The audit institution shall issue a standard unqualified audit report on the company’s annual financial report. The company may not pay cash dividends under the following circumstances:
(1) The transaction amount of the company’s single investment and purchase of assets (including liabilities and payment expenses) in the next 12 months exceeds 10% of the company’s total assets audited in the latest period, or the cumulative transaction amount of investment and purchase of assets (including liabilities and payment expenses) exceeds 30% of the company’s total assets audited in the latest period;
(2) The transaction amount of the company’s single investment and purchase of assets (including liabilities and payment expenses) in the next 12 months exceeds 20% of the company’s latest audited net assets, or the cumulative transaction amount of investment and purchase of assets (including liabilities and payment expenses) exceeds 40% of the company’s latest audited net assets;
(3) The income of the subject matter of the company’s transactions (such as equity) in the next 12 months in the latest fiscal year accounts for more than 10% of the company’s audited income in the latest fiscal year;
(4) The profit of the subject matter of the company’s transaction (such as equity) in the next 12 months in the latest fiscal year accounts for more than 30% of the company’s audited net profit in the latest fiscal year;
(5) The company expects that the available funds in the next 12 months will be less than 10% of the company’s audited operating income in the latest year, which may lead to the failure to pay employees’ salaries and maintain basic operations.
4. Proportion of cash dividends: under the condition of meeting the capital needs of the company’s normal production and operation, if there is no major investment plan or cash expenditure, the company shall distribute dividends in cash, and the profit that the company shall distribute in cash every year shall not be less than 10% of the distributable profit realized in the current year. The accumulated profits distributed by the company in cash every three consecutive years shall not be less than 30% of the annual distributable profits realized in three consecutive years.
5. Differentiated cash dividend policy
The company is in good operating condition and can put forward a stock dividend distribution plan after meeting the above cash dividends.
If the company distributes profits by cash and stock dividends at the same time, under the condition of meeting the capital needs of the company’s normal production and operation, the board of directors of the company shall comprehensively consider the industry characteristics, development stage, its own business model, profitability and whether there are major capital expenditure arrangements, distinguish the following situations, and put forward differentiated cash dividend policies in accordance with the procedures specified in the articles of association:
(1) If the development stage of the company is mature and there is no major capital expenditure arrangement, the proportion of cash dividends in this profit distribution shall reach 80% at least;
(2) If the development stage of the company is mature and there are major capital expenditure arrangements, the proportion of cash dividends in this profit distribution shall reach 40% at least;
(3) If the development stage of the company is in the growth stage and there are major capital expenditure arrangements, when making profit distribution, the proportion of cash dividends in this profit distribution shall be at least 20%;
If the development stage of the company is not easy to distinguish, but there are major capital expenditure arrangements, it can be handled in accordance with the provisions of the preceding paragraph. 6. Specific conditions for the company to issue stock dividends: if the company is in good operation, the operating income and net profit continue to grow, and the board of Directors considers that the scale of the company’s share capital does not match the scale of net assets, it can put forward a stock dividend distribution plan.
7. Profit distribution of wholly-owned or holding subsidiaries
The company shall timely exercise the shareholder rights of wholly-owned or holding subsidiaries to ensure that the wholly-owned or holding subsidiaries implement the financial and accounting system consistent with the company; The annual cash dividend amount of subsidiaries shall not be less than 10% of the distributable profits realized in the current year, so as to ensure that the company has the ability to implement the cash dividend plan of the current year, and ensure that such bonus is paid to the company before the company pays dividends to shareholders.
(III) deliberation procedure of profit distribution plan
1. The profit distribution plan of the company shall be deliberated by the board of directors, the board of supervisors and the general meeting of shareholders. The board of directors fully discussed the rationality of the profit distribution plan, carefully studied and demonstrated the timing, conditions and proportion of the company’s cash dividend, the conditions for adjustment and the requirements of decision-making procedures, and submitted it to the general meeting of shareholders for deliberation after forming a special resolution. The independent directors and the board of supervisors shall express clear opinions on the profit distribution plan. Independent directors can solicit the opinions of minority shareholders, put forward dividend proposals and directly submit them to the board of directors for deliberation.
2. If the proportion of cash dividends in the profit distribution plan implemented by the company does not meet the provisions of item (II) of this article, the board of directors shall make a special explanation on the specific reasons for the adjustment of the proportion of cash dividends, the exact purpose of the company’s retained earnings and the expected investment income, which shall be submitted to the general meeting of shareholders for deliberation after the review of the board of supervisors and the opinions of independent directors, and disclosed on the media designated by the company.
3. The company’s profit distribution plan approved by the board of directors shall be submitted to the general meeting of shareholders for deliberation. Before the general meeting of shareholders of the company deliberates on the specific scheme of cash dividend, it shall actively communicate and exchange with shareholders, especially small and medium-sized shareholders, through various channels (including but not limited to the opening of special line telephone, the mailbox of the Secretary of the board of directors and through the investor relations platform of Shenzhen Stock Exchange), fully listen to the opinions and demands of small and medium-sized shareholders and respond to the concerns of small and medium-sized shareholders in time. When the company’s general meeting of shareholders deliberates the profit distribution plan, the company shall provide online voting for shareholders.
(IV) change of the company’s profit distribution policy
1. Reasons for the adjustment of profit distribution policy: in case of force majeure such as war and natural disasters, or changes in the company’s external business environment that have a significant impact on the company’s production and operation, or significant changes in the company’s own operation, the company can adjust the profit distribution policy. When revising the profit distribution policy, the company should take the interests of shareholders as the starting point and pay attention to the protection of the interests of investors; The adjusted profit distribution policy shall not violate the relevant provisions of the CSRC and Shenzhen Stock Exchange.
2. Procedures for adjustment of profit distribution policy: the board of directors shall make a special discussion on the adjustment of profit distribution policy of the company, demonstrate the reasons for adjustment in detail, form a written demonstration report, and submit it to the general meeting of shareholders for special resolution after deliberation by the independent directors and the board of supervisors. The reasons for the adjustment of profit distribution policy shall be explained in detail in the proposal submitted to the general meeting of shareholders. When considering the change of profit distribution policy, the company shall arrange online voting methods such as stock exchange trading system and Internet voting system to facilitate the participation of public shareholders in the general meeting of shareholders.
(V) the profit distribution of the company shall not exceed the scope of accumulated profits available for distribution;
(VI) if a shareholder occupies the company’s funds in violation of regulations, the company shall deduct the cash dividend distributed by the shareholder in order to repay the funds occupied. “
(II) profit distribution in the last three years
The cash dividends of the company in recent three years are as follows:
Unit: 10000 yuan
Project 20202019 2018
Net profit attributable to shareholders of Listed Companies in consolidated statements 1215402959544651659
Cash dividend (tax included) 129470 —
Proportion of cash dividends in the consolidated report of the current year
In the table, the ratio of net profit attributable to 10.65% of shares of Listed Companies — Dongdong
The company’s shares were listed on the gem of Shenzhen Stock Exchange on December 30, 2020, and the dividend policy stipulated in the current articles of association will be implemented after listing.
On May 21, 2021, the company’s 2020 annual general meeting of shareholders deliberated and approved the proposal on the company’s 2020 annual profit distribution plan. Based on the company’s total share capital of 129470098 shares as of December 31, 2020, the company distributed cash of 1 yuan (tax included) to all shareholders for every 10 shares, with a total dividend of 129470098 yuan (tax included). At the same time, the company plans to increase 7 shares for every 10 shares to all shareholders with capital reserve, A total of 90629068 shares were converted into share capital.
The cash dividend amount of the company accounts for 10.65% of the net profit attributable to the common shareholders of the listed company in the consolidated statements. The dividend situation of the company after listing complies with the provisions of the articles of association. The company’s accumulated undistributed profits are mainly used for the company’s daily production and operation to support the implementation of the company’s development strategy and sustainable development. 5、 Special risk tips
The company urges investors to carefully read the full text of “risk factors” in this prospectus and pay special attention to the following risks:
(I) risk of intensified market competition
The software technology service outsourcing industry market where the company is located is a highly open market, which has realized a high degree of market-oriented competition. In recent years, by the state
