Ping An Securities Co., Ltd
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 opinions
Ping An Securities Co., Ltd. (hereinafter referred to as “Ping An Securities” or “sponsor”) accepts the entrustment of Shenzhen Farben Information Technology Co.Ltd(300925) (hereinafter referred to as ” Shenzhen Farben Information Technology Co.Ltd(300925) ” or “issuer”) to act as the sponsor of Shenzhen Farben Information Technology Co.Ltd(300925) this public offering of convertible corporate bonds (hereinafter referred to as “convertible bonds”).
Ping An Securities, in accordance with the relevant requirements of the inquiry letter of Shenzhen Stock Exchange on the examination of Shenzhen Farben Information Technology Co.Ltd(300925) application for issuing convertible corporate bonds to unspecified objects (audit letter [2022] No. 020077) (hereinafter referred to as the “audit inquiry letter”) issued by the listing examination center of Shenzhen Stock Exchange on April 18, 2022, It has checked whether the issuer has not violated the relevant matters of the guidelines of the anti monopoly Commission of the State Council on anti monopoly in the field of platform economy. The verification is as follows: I. specific conditions of special verification
(I) business conditions of all websites, apps, wechat applets, official account and other Internet platforms provided, participated in or jointly operated by the issuer, its holding subsidiaries and joint-stock companies during the reporting period and at present (including off shelf business)
1. All websites and corresponding businesses (including off shelf businesses) provided, participated in or jointly operated by the issuer, its holding subsidiaries and joint-stock companies during the reporting period and at present
The domain names owned by the issuer during the reporting period and at present are as follows:
Serial number host website domain name ICP filing / main purpose of domain name
license key
The issuer’s official website, as the enterprise itself and external online 1 Shenzhen Farben Information Technology Co.Ltd(300925) Farben com. cn. The official channel of the link of Guangdong ICP is mainly used for the business display of the issuer No. 110127621, the presentation of the issuer’s profile and the feedback of external cooperation
2 Shenzhen Farben Information Technology Co.Ltd(300925) carsfeel. com. Yueicp preparation has not been actually put into use. It is a no sense plus 110127622 oil project developed by the issuer and is intended to be used by the issuer’s internal commissioning personnel in the future
use
As of the date of issuance of this report, the issuer does not own any participating companies. The holding subsidiary of the issuer did not operate or use any website or own any domain name during the reporting period and at present.
2. 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)
As of the date of issuance of this report, the app, wechat applet, wechat official account and corresponding businesses (including off shelf businesses) owned by the issuer and its subsidiaries during the reporting period and at present are as follows:
Business content and function of name attribute of order
Enterprise No
It is used for the unified management of the issuer’s expatriate employees, including 1 Shenzhen Farben Information Technology Co.Ltd(300925) method Bentong app mobile attendance, leave, approval, mobile Bi platform and other functions
2 Shenzhen Farben Information Technology Co.Ltd(300925) fabentong wechat is used for the unified management of the issuer’s dispatched employees
program
3 Shenzhen Farben Information Technology Co.Ltd(300925) Shenzhen Farben Information Technology Co.Ltd(300925) investor is the maintenance channel of investor relations of wechat small issuers, which is used for the development and maintenance of relationship adjustment program research platform
4 Shenzhen Farben Information Technology Co.Ltd(300925) Shenzhen Farben Information Technology Co.Ltd(300925) wechat public issuer’s real-time sharing platform for China’s science and technology services
5 Shenzhen Farben Information Technology Co.Ltd(300925) Community1 the public sign channels and publicity media for the exhibition of the functions related to the products of the smart wechat public distribution pedestrian property Park project are only used for display, but not the actual operation of 6 Shenzhen Farben Information Technology Co.Ltd(300925) FB smart property community wechat public
Park public number
7 Shenzhen Farben Information Technology Co.Ltd(300925) Shenzhen Farben Information Technology Co.Ltd(300925) recruitment wechat public is used as the publicity medium of the issuer’s recruitment resources
Public number
8 Shenzhen Farben Information Technology Co.Ltd(300925) French wechat is used for important official news publicity of the issuer
Public number
9 Shenzhen Farben Information Technology Co.Ltd(300925) French SSC wechat is used by the issuer to publicize the welfare activities of expatriate employees and related information
10 Shenzhen Farben Information Technology Co.Ltd(300925) Shanghai Shenzhen Farben Information Technology Co.Ltd(300925) wechat is used for Shanghai Shenzhen Farben Information Technology Co.Ltd(300925) welfare campaign for expatriate employees and related information publicity
11 Shenzhen Farben Information Technology Co.Ltd(300925) Shenzhen Farben Information Technology Co.Ltd(300925) FSS wechat is used for the internal information dissemination of employees of the fourth division of faben business
Public number
12 Shenzhen Farben Information Technology Co.Ltd(300925) Shenzhen Farben Information Technology Co.Ltd(300925) CD wechat company is used for internal information dissemination of employees in Chengdu Branch
Public number
13 Shenzhen Farben Information Technology Co.Ltd(300925) Shenzhen Farben Information Technology Co.Ltd(300925) BPO wechat publishes the official service number of BPO business, which is used to push relevant information and industry trends of public numbers
14 Hangzhou branch law this Hangzhou wechat company is used for the internal information dissemination of employees of Hangzhou branch
Si Zhong Hao
15 Shanghai Branch Shanghai Shenzhen Farben Information Technology Co.Ltd(300925) wechat is used for employee welfare information publicity and information of Shanghai Branch
Information sharing of the number source of the company Sharing Center
16 German subsidiary law this service number of the German subsidiary of the overseas wechat public issuer has been closed in 2020
17. The third Hunter wechat company of Guangzhou Branch is used for the recruitment information of the issuer Guangzhou Branch and the publicity of relevant company number resources. It has stopped operation in 2020
18 Shenzhen Farben Information Technology Co.Ltd(300925) French corporate culture wechat is used for the dissemination and construction of the issuer’s corporate culture concept, and there is no content update for the public account
The app, wechat applet and wechat official account owned by the issuer and its 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.
As of the date of issuance of this report, the issuer and its subsidiaries have not operated their domain names as Internet platforms, and there are no natural persons, legal persons and other market entities entering the above websites and trading or matching transactions on the above websites; The app, wechat applet and wechat official account owned by the issuer and its subsidiaries are not used as an Internet platform for matching transactions between users and partners and other downstream related parties. The issuer and its subsidiaries do not use the app, wechat applet or wechat official account for transactions or matching transactions. To sum up, the issuer and its subsidiaries are not involved in Internet platform business.
(II) whether the issuer, its holding subsidiaries and joint-stock companies 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”), whether the issuer, its holding subsidiaries and joint-stock companies participate in industry competition in a fair, orderly, legal and compliant manner, whether there are monopoly agreements, restrictions on competition Abuse of market dominance and other unfair competition
1. The issuer, its holding subsidiaries and joint-stock companies do not belong to the situation of “operators in the field of platform economy” specified in the anti-monopoly guide
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 so on 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. “
During the reporting period, the issuer and its subsidiaries did not provide business premises, transaction matching and other Internet platform services to natural persons, legal persons and other market entities, nor did they provide goods or services on the Internet platform. Therefore, the issuer and its subsidiaries did not belong to the “operators in the field of platform economy” specified in the antitrust guidelines during the reporting period.
2. Whether the issuer and its holding subsidiaries participate in the industry competition in a fair, orderly, legal and compliant manner
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 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 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. During the reporting period, the issuer and its subsidiaries participated in industry competition in a fair, orderly, legal and compliant manner.
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 market dominance
1) Definition of monopoly agreement
According to Article 13 of the anti monopoly law of the people’s Republic of China (hereinafter referred to as the “anti monopoly law”), 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.
According to Article 14 of the anti monopoly law, 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 monopoly agreements recognized by the anti-monopoly law enforcement authority of the State Council.
According to Article 5 of the anti monopoly guide, the monopoly agreement in the field of platform economy refers to the agreement, decision or other cooperative behavior of operators to exclude and restrict competition. An agreement or decision may be made in writing or orally. Other cooperative behavior refers to the behavior that the operator has not clearly concluded an agreement or decision, but there is substantial coordination through data, algorithms, platform rules or other means, except for the price follow and other parallel behaviors made by the relevant operator based on the independent expression of will.
According to Article 6 of the anti monopoly guide, operators in the platform economy with competitive relationship may reach horizontal monopoly agreements such as fixed price, market segmentation, production (Sales) restriction, new technology (products) restriction and boycott of transactions through the following ways: (I) use the platform to collect and exchange sensitive information such as price, sales volume, cost and customers; (II) making use of technical means to communicate with each other; (III) use data, algorithms and platform rules to achieve coordinated behavior; (IV) other ways conducive to achieving synergy. The price mentioned in this guide includes but is not limited to commodity prices and service charges such as commissions, handling fees, membership fees and promotion fees charged by operators. “
According to Article 7 of the anti monopoly guide, operators in the platform economy field and trading counterparties may reach vertical monopoly agreements such as fixed resale price and limited minimum resale price through the following ways: (I) automatic price setting by using technical means; (II) use the platform rules to unify the price; (III) using data and algorithms to directly or
