Beijing JunZeJun Law Firm
About Shenzhen Farben Information Technology Co.Ltd(300925)
Whether it violates the anti monopoly guidelines of the anti monopoly Commission of the State Council on the field of platform economy and other relevant provisions
Special verification report
May, 2002
Address: 11th floor, Jinbao building, No. 89 Jinbao Street, Dongcheng District, Beijing
Address: 11F, Jinbao tower, 89 Jinbao Street, Dongcheng District, Beijing, Chi na Tel: (86 10) 66523388 / Fax: (86 10) 66523399
Website: www.junzej un.com co m
Beijing JunZeJun Law Firm
About Shenzhen Farben Information Technology Co.Ltd(300925)
Special verification report on whether it violates the relevant provisions of the guidelines of the anti monopoly Commission of the State Council on anti monopoly in the field of platform economy
JunZeJun [2022] securities Zi 2022017-3-1 to: Shenzhen Farben Information Technology Co.Ltd(300925)
In accordance with the securities law, the company law, the measures for the administration of registration, the measures for the administration of securities legal business of law firms and the rules for the practice of securities legal business of law firms (for Trial Implementation) jointly issued by the CSRC and the Ministry of justice of the people's Republic of China, Beijing JunZeJun Law Firm (hereinafter referred to as "the firm") has accepted the entrustment of Shenzhen Farben Information Technology Co.Ltd(300925) (hereinafter referred to as "the issuer" or "the company") as the special legal adviser for the issuer to apply for issuing convertible corporate bonds to unspecified objects (hereinafter referred to as "the offering"). The firm has issued the lawyer work report and legal opinion on the issue on March 28, 2022.
According to the relevant requirements of the examination and inquiry letter of Shenzhen Stock Exchange on Shenzhen Farben Information Technology Co.Ltd(300925) applying for issuing convertible corporate bonds to unspecified objects (examination and inquiry letter [2022] No. 020077) (hereinafter referred to as the "examination and inquiry letter") issued by the listing examination center of Shenzhen Stock Exchange on April 18, 2022, The exchange issues this special verification report on whether the issuer has not violated the anti monopoly guidelines of the anti monopoly Commission of the State Council on the field of platform economy.
Unless otherwise explained or explained, the definitions of terms in lawyer work report and legal opinion are applicable to this special verification report; The matters stated in the lawyer work report and legal opinion of the office are also applicable to this special verification report.
This special verification report is only used by the issuer for the purpose of this issuance, and shall not be used by anyone for any other purpose. The exchange hereby agrees that the issuer may take the special verification report as the necessary legal document for this issuance application and submit it together with other application materials.
Based on the above, our lawyers, in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, issue the following legal opinions:
I Specific conditions of special verification
（1） Whether the issuer, its holding subsidiaries and joint-stock companies provided, participated in or cooperated in the operation of Internet platform businesses such as websites, apps, wechat apps and official account (including businesses that have been removed from the shelves) during the reporting period and at present, and whether they belong to the "operators in the field of platform economy" specified in the anti monopoly guide of the anti monopoly Commission of the State Council on the field of platform economy (hereinafter referred to as the "anti monopoly guide")
1. Definition of "operator in the field of platform economy"
According to Article 2 of the anti monopoly guide, "(I) platform. The platform referred to in these guidelines is the Internet platform, which refers to the form of business organization in which interdependent bilateral or multilateral entities interact under the rules provided by specific carriers through network information technology, so as to jointly create value. (II) platform operators refer to operators who provide Internet platform services such as business premises, transaction matching and information exchange to natural persons, legal persons and other market entities. (III) Intra platform operators refer to operators who provide goods or services (hereinafter referred to as commodities) on the Internet platform. While operating the platform, platform operators may also directly provide goods through the platform. (IV) operators in the field of platform economy, including platform operators, operators within the platform and other operators participating in the platform economy. "
2. Websites and corresponding businesses (including off shelf businesses) provided, participated in or operated jointly by the issuer, its holding subsidiaries and joint-stock companies during the reporting period and at present
According to the instructions of the issuer and through the lawyer of the firm, log in to the official website of the issuer（ https://www.farben.com.cn. ）ICP / IP address / domain name information filing management system of government service platform of the Ministry of industry and information technology（ https://beian.miit.gov.cn.//Integrated/recordQuery ）According to the inquiry, the domain names owned by the issuer during the reporting period and at present are as follows:
Preface host website domain name ICP filing / main purpose of domain name
No. unit license No
The official website of Yuebei issuer, as the official issuer channel linking the enterprise itself with the external online, is currently mainly used for the issuer's business display and company overview 1 Farben com. cn. 110127621
Situation presentation and external cooperation contact feedback
The issuer's Guangdong ICP preparation has not been actually put into use. It is a senseless refueling project developed by the company. It is 2 carsfeel com. No. 110127622 system is proposed to be used by the company's internal commissioning personnel in the future
As of the issuance date of this special verification report, the issuer has not owned any joint-stock companies.
The controlling subsidiary of the issuer does not operate or use any website, nor does it own any domain name.
3. app, wechat applet, wechat official account and corresponding businesses provided, participated in or jointly operated by the issuer and its holding subsidiaries during the reporting period and at present (including off shelf businesses)
According to the issuer's instructions, and through interviews with the issuer's general manager and relevant business principals, as well as information published on websites such as enterprise search, the issuer and its holding subsidiaries' app, wechat applet, wechat official account and their corresponding businesses during the reporting period and at present are as follows:
Business content and function of name attribute of order
Enterprise No
The issuer's law is generally used for the unified management of the issuer's expatriate employees, including mobile test 1 app attendance, leave, approval, mobile Bi platform and other functions
2. The issuer's fabentong wechat applet is used for the unified management of the issuer's expatriate employees
The issuer Shenzhen Farben Information Technology Co.Ltd(300925) investor wechat applet is the maintenance channel of the issuer's investor relations, which is used for the development and maintenance of the research platform
4 the issuer Shenzhen Farben Information Technology Co.Ltd(300925) wechat official account the issuer's real-time sharing and interactive platform for China's science and technology services
Issuer Community1 wechat official account
5. The display channel of the product related functions of the issuer's property Park project and the publicity media of the issuer's FB Smart Property Agency's wechat official account are only used for display, not actual operation
Zone 6 Park
7. The issuer Shenzhen Farben Information Technology Co.Ltd(300925) recruitment wechat official account publicity media of the issuer's recruitment resources
8 the issuer's faben wechat official account is used for the issuer's official important news publicity
The issuer's legal SSC wechat official account is used to publicize the issuer's welfare activities for expatriate employees and relevant information
The issuer's Shanghai Shenzhen Farben Information Technology Co.Ltd(300925) wechat official account is used for the publicity of the issuer's subsidiary Shanghai faben's 10 welfare activities for expatriate employees and related information
11 the issuer Shenzhen Farben Information Technology Co.Ltd(300925) fss wechat official account is used for internal information dissemination among employees of division 4 of FBG
12 the issuer Shenzhen Farben Information Technology Co.Ltd(300925) cd wechat official account is used for internal information dissemination among employees of Chengdu Branch
Issuer Shenzhen Farben Information Technology Co.Ltd(300925) bpo wechat official account official service number of the issuer's BPO business, used to push relevant information 13 and industry trends
The issuer's legal corporate culture wechat official account is used for the dissemination and construction of the issuer's corporate culture concept, and there is no content 14 update
This Hangzhou wechat official account of Hangzhou branch is used for internal information dissemination of employees of Hangzhou branch
15 company
Shanghai Branch Shanghai Shenzhen Farben Information Technology Co.Ltd(300925) total wechat official account is used for employee welfare information publicity and resource information of Shanghai Branch, which is shared by 16 companies and the center
The overseas wechat official account of Farben, Germany, the service number of the German subsidiary, has ceased to operate in 2020
17 this information
The third Hunter wechat official account of Guangzhou Branch is used for the promotion of recruitment information and related resources of Guangzhou Branch. The company has stopped operation in 202018
As shown in the above table, the app, wechat applet and wechat official account owned by the issuer and its holding subsidiaries are mainly publicity or management tools required by the issuer to serve its internal employees, customers, investors and the public or for product display.
According to the instructions of the issuer and the appropriate verification of the lawyers of the exchange, the issuer and its holding subsidiaries have not operated the domain names they own as Internet platforms, and there are no situations in which natural persons, legal persons and other market entities settle on the above websites and conduct transactions or brokering transactions on the above websites. The app, wechat applet and wechat official account owned by the issuer and its holding subsidiaries are not used as an Internet platform for matching transactions between users and partners and other downstream related parties. The issuer does not conduct transactions or matching transactions on such app, wechat applet or wechat official account.
To sum up, the issuer and its holding subsidiaries are not involved in Internet platform business during the reporting period, nor are they "operators in the field of platform economy" specified in the anti monopoly guide
（2） Whether the issuer, its holding subsidiaries and joint-stock companies participate in the industry competition in a fair, orderly, legal and compliant manner
According to the issuer's instructions, the issuer's announcement documents, the certificate of no violation of laws and regulations issued by the competent authority and the prospectus, the issuer's main business is software technology service outsourcing, and its industry is "I information transmission, software and information technology services - I65 software and information technology services". The issuer and its holding subsidiaries obtain customers and provide services mainly through business negotiation and bidding. Customers choose suppliers independently based on qualification certification, previous project performance, industry reputation and other factors. The industry in which the issuer and its holding subsidiaries are located is fully competitive under the effective supervision of relevant government departments. There are many competing enterprises in the same industry, with a high degree of marketization and low market concentration. The overall competition in the industry is fair and orderly.
To sum up, the issuer and its holding subsidiaries participated in industry competition in a fair, orderly, legal and compliant manner during the reporting period.
（3） Whether the issuer and its holding subsidiaries have any unfair competition such as monopoly agreement, restriction of competition and abuse of market dominant position
1. Definition of monopoly agreement and abuse of dominant market position
(1) Definition of monopoly agreement
Article 13 of the anti monopoly law stipulates that operators with competitive relations are prohibited from reaching the following monopoly agreements: (I) fixing or changing commodity prices; (II) limiting the production or sales quantity of commodities; (III) dividing the sales market or raw material procurement market; (IV) restricting the purchase of new technologies and equipment or the development of new technologies and products; (V) boycott transactions; (VI) other monopoly agreements recognized by the anti-monopoly law enforcement authority of the State Council. The term "monopoly agreement" as used in this Law refers to an agreement, decision or other concerted act that excludes or restricts competition.
Article 14 of the anti monopoly law stipulates that it is prohibited for the operator and the trading counterpart to reach the following monopoly agreements: (I) fix the price of resale goods to a third party; (II) limit the minimum price of goods resold to a third party; (III) other matters recognized by the anti monopoly law enforcement authority of the State Council
