Ping An Securities Co., Ltd
about
Shenzhen Farben Information Technology Co.Ltd(300925) gem issuing convertible corporate bonds to unspecified objects
Issuance recommendation
Sponsor (lead underwriter)
(address: floor 22-25, block B, Ping An financial center, No. 5023, Yitian Road, Futian street, Futian District, Shenzhen)
May, 2002
Ping An Securities Co., Ltd
About Shenzhen Farben Information Technology Co.Ltd(300925)
Shenzhen Stock Exchange:
Ping An Securities Co., Ltd. (hereinafter referred to as “the sponsor”, “this sponsor” or “Ping An Securities”) accepts the entrustment of Shenzhen Farben Information Technology Co.Ltd(300925) (hereinafter referred to as “the issuer”, ” Shenzhen Farben Information Technology Co.Ltd(300925) ” or “the company”) to act as the sponsor of Shenzhen Farben Information Technology Co.Ltd(300925) issuing convertible corporate bonds (hereinafter referred to as “this issuance”) to unspecified objects, and issues the issuance recommendation letter for the issuer’s this issuance.
In accordance with the company law of the people’s Republic of China (hereinafter referred to as the “company law”), the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”), the measures for the administration of securities issuance and listing recommendation business and the measures for the Administration of securities issuance and registration of companies listed on GEM (for Trial Implementation) (hereinafter referred to as the “measures for the administration of registration”) The relevant provisions such as the issuance supervision Q & A – regulatory requirements on guiding and standardizing the financing behavior of listed companies (Revised) (hereinafter referred to as the “issuance supervision Q & a”) and the provisions of the Shenzhen Stock Exchange GEM listed companies’ securities issuance and listing review rules (hereinafter referred to as the “listing review rules”) promulgated by the Shenzhen Stock Exchange are honest, trustworthy, diligent and conscientious, This issuance recommendation letter is issued in strict accordance with the business rules, industry practice norms and ethical standards formulated according to law, after due diligence and careful verification, and the authenticity, accuracy and integrity of the documents issued are guaranteed. Unless otherwise specified, the abbreviations and terms used in this issuance recommendation letter are consistent with the prospectus for Shenzhen Farben Information Technology Co.Ltd(300925) gem to issue convertible corporate bonds to unspecified objects.
Statement of recommendation institution and recommendation representative
Ping An Securities Co., Ltd. and the sponsor representatives of this project, Wang Yao and Xu Zihan, in accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China and other relevant laws and regulations, the relevant provisions of the China Securities Regulatory Commission and the relevant business rules of Shenzhen Stock Exchange, are honest, trustworthy, diligent and responsible, and issue this issuance recommendation letter in strict accordance with the business rules, industrial practice norms and ethical standards formulated according to law, And ensure the authenticity, accuracy and completeness of the issuance recommendation letter.
catalogue
catalogue Section 1 basic information of this offering six
1、 The sponsor and project team of this offering six
2、 Basic information of the issuer six
3、 This issuance plan seven
4、 The top ten shareholders of the issuer sixteen
5、 Main financial data and financial indicators of the issuer seventeen
6、 Description of the relationship between the sponsor and the issuer nineteen
7、 Internal audit procedures and core opinions of the recommendation institution nineteen
8、 The sponsor’s verification of the filing of private investment funds Section 2 commitments of the sponsor Section III recommendation opinions on this offering twenty-two
1、 The issuer’s legal decision-making procedure twenty-two
2、 This issuance meets the issuance conditions stipulated in the company law twenty-two
3、 This issuance meets the issuance conditions stipulated in the securities law twenty-two
4、 This issuance meets the issuance conditions stipulated in the registration management measures V. this offering complies with the regulatory requirements of the Q & A on Offering Supervision – guiding and regulating the financing behavior of listed companies
(Revised) twenty-nine
6、 This issuance complies with the relevant provisions of the measures for the administration of convertible corporate bonds thirty
7、 Main risks of the issuer thirty-one
8、 Evaluation of the development prospect of the issuer forty-two
9、 Verification of relevant behaviors such as paid employment of third-party institutions and individuals forty-five
10、 The recommendation conclusion of the recommendation institution on this issuance and listing forty-six
Attachment: forty-seven
Section I basic information of this offering
1、 Sponsor and project team of this offering
(I) name of recommendation institution
Ping An Securities Co., Ltd. (hereinafter referred to as “Ping An Securities” or “the sponsor”).
(II) the sponsor representative in charge of this recommendation
Ping An Securities authorizes Wang Yao and Xu Zihan to act as the sponsor representatives of Shenzhen Farben Information Technology Co.Ltd(300925) issuing convertible corporate bonds to unspecified objects. The practice of the above two sponsor representatives is as follows:
Mr. Wang Yao, the sponsor representative, the CPA, master of economics, is a master of economics. He is now the executive deputy general manager of the investment banking division of Ping An Securities. He has been responsible for or participated in the executive deputy general manager of the Department of Ping An Securities Investment Banking. He has been responsible for or participated in the recommendation and underwriting of IPO and refinancipo and refinancfinancing projects such as 68 Beijing Inhand Networks Technology Co.Ltd(688080) 96 \ major overseas acquisition projects. In the practice of recommendation business, Mr. Wang Yao strictly abides by the relevant provisions such as the measures for the administration of securities issuance and listing recommendation business, and has a good practice record.
Ms. Xu Zihan, sponsor representative, Bachelor of economics and Bachelor of science, is now the senior product manager of Ping An Securities investment banking business department, and has participated in the recommendation and underwriting of Jiangsu Jingyuan Environmental Protection Co.Ltd(688096) IPO, Hunan Aihua Group Co.Ltd(603989) convertible bonds, Keli Motor Group Co.Ltd(002892) non-public and other IPO and refinancing projects. During the practice of recommendation business, Ms. Xu Zihan strictly abides by the relevant provisions such as the measures for the administration of securities issuance and listing recommendation business, and has a good practice record. (III) members of this issuance project team
1. Practice of Project Co sponsors and their recommendation business
Ms. Zhang Qianyu, certified public accountant and sponsor representative, is now the senior product manager of Ping An Securities investment banking business department and has participated in Shenzhen Refond Optoelectronics Co.Ltd(300241) non-public projects.
In the practice of recommendation business, Ms. Zhang Qianyu strictly abides by the relevant provisions of the measures for the administration of securities issuance and listing recommendation business and has a good practice record.
2. Other members of the project team
Tang Wei, Wan Zhong, Zhang Yiqiong, Nie Ziwei. 2、 Basic information of the issuer
Company name Shenzhen Farben Information Technology Co.Ltd(300925)
English Name: Shenzhen Farben Information Technology Co., Ltd
Registered address: 1-6 / F, block B, yudashun science and Technology Park, No. 15, Gaoxin North 6th Road, songpingshan community, Xili street, Nanshan District, Shenzhen
Office address: 1-6 / F, block B, yudashun science and Technology Park, No. 15, Gaoxin North 6th Road, songpingshan community, Xili street, Nanshan District, Shenzhen
Shenzhen stock exchange where the shares are listed
Stock abbreviation Shenzhen Farben Information Technology Co.Ltd(300925)
Stock Code: Shenzhen Farben Information Technology Co.Ltd(300925) SZ
Legal representative: Yan Hua
Secretary of the board of directors Wu Chao
Date of establishment: November 8, 2006
Postal code (Office) 518067
Tel: 86-75526601132
Fax No.: 86-75526605103
Internet address: www.farben.com com. cn.
General business items are: computer software and hardware, programming; Technology development, technical consultation, technical services and technology transfer of Internet software; Hardware, embedded software and technology R & D, system integration and technical consultation around the system; Import and export of technical services; Business scope of data processing services, enterprise management services, translation consulting and translation services; Enterprise management consulting; Market Research (excluding foreign-related research); Information consulting services (excluding licensed information consulting services); Accept the entrustment of financial institutions to engage in information technology and process outsourcing services (excluding financial information services); Data processing services. The licensed business items are: value-added telecom services.
The type of this issuance is to issue convertible corporate bonds to unspecified objects and be listed on the gem
3、 This issuance plan
(I) type of securities issued and place of listing
The type of securities issued this time is convertible corporate bonds that can be converted into A-Shares of the company. The convertible bonds issued this time and the A-share shares of the company to be converted in the future will be listed on the gem of Shenzhen Stock Exchange.
(II) issuance scale
In accordance with the provisions of relevant laws and regulations and in combination with the company’s financial situation and investment plan, the total amount of funds raised by this issuance of convertible bonds shall not exceed RMB Shanghai Xinnanyang Only Education & Technology Co.Ltd(600661) 6 million (including RMB Shanghai Xinnanyang Only Education & Technology Co.Ltd(600661) 6 million). The specific amount of funds raised shall be determined by the board of directors or persons authorized by the board of directors authorized by the general meeting of shareholders within the above limit. (III) face value and issue price
The convertible bonds issued this time are issued at face value, with each face value of RMB 100.00.
The term of the convertible bonds shall be six years from the date of issuance.
(V) coupon rate
The determination method of the coupon rate of the convertible bonds issued this time and the final interest rate level of each interest bearing year shall be determined by the board of directors or the person authorized by the board of directors authorized by the general meeting of shareholders of the company through consultation with the sponsor (lead underwriter) according to the national policies, market conditions and the specific situation of the company before the issuance, on the premise of complying with the relevant provisions of the state.
(VI) term and method of repayment of principal and interest
The convertible bonds issued this time adopt the interest payment method of paying interest once a year, return the principal of all convertible bonds that have not been converted into shares at maturity and pay the interest of the last year.
1. Annual interest calculation
Annual interest refers to the current interest enjoyed by the holders of convertible bonds for each full year from the first date of issuance of convertible bonds according to the total face value of the convertible bonds held.
The calculation formula of annual interest is: I = B × i
1: Refers to the annual interest amount;
B: Refers to the total face value of the issued convertible bonds held by the holders of the issued convertible bonds on the registration date of interest payment creditor’s rights in the interest bearing year (hereinafter referred to as “current year” or “each year”);
i: Refers to the coupon rate of the convertible bonds issued this time.
2. Interest payment method
(1) The convertible bonds issued this time adopt the interest payment method of paying interest once a year, and the starting date of interest calculation is the first day of convertible bonds issuance.
(2) Interest payment date: the interest payment date of each year is the date of each full year from the first date of issuance of the convertible bonds issued this time. If the day is a legal holiday or rest day, it shall be postponed to the next trading day without additional interest. The interest year is between two adjacent interest payment days.
(3) Interest payment creditor’s right registration date: the interest payment creditor’s right registration date of each year is the trading day before the interest payment date of each year. The company will pay the interest of the current year within five trading days after the interest payment date of each year. For the convertible bonds applied for conversion into the company’s shares before the registration date of interest paying creditor’s rights (including the registration date of interest paying creditor’s rights), the company will no longer pay the interest of this interest year and subsequent interest years to its holders.
(4) The tax payable on the interest income obtained by the convertible bond holder shall be borne by the convertible bond holder. (5) The company will complete the repayment of the principal and interest of the bond balance within five working days after the expiration of the convertible bond.
(VII) term of share conversion
The conversion period of the convertible bonds issued this time starts from the first trading day after the expiration of six months from the date of the issuance of the convertible bonds to the maturity date of the convertible bonds.
(VIII) determination and adjustment of share conversion price
1. Determination of initial conversion price
The initial conversion price of the convertible bonds issued this time shall not be lower than the average trading price of the company’s A-Shares on the 20 trading days before the announcement date of the prospectus (if there has been a stock price adjustment due to ex right and ex dividend within the 20 trading days, the average trading price on the trading day before the adjustment shall be calculated according to the price after corresponding ex right and ex dividend adjustment) and the average trading price of the company’s A-Shares on the previous trading day, The specific initial conversion price shall be determined by the board of directors or the person authorized by the board of directors authorized by the general meeting of shareholders of the company through consultation with the sponsor (lead underwriter) according to the market conditions before issuance.
Average trading price of the company’s shares in the first 20 trading days = total trading volume of the company’s shares in the first 20 trading days
