Stock Code: 601360 stock abbreviation: 360 Security Technology Inc(601360) No.: 2021-079 360 Security Technology Inc(601360)
Announcement on receiving the inquiry letter from Shanghai Stock Exchange
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents. 360 Security Technology Inc(601360) (hereinafter referred to as "the company") received the inquiry letter on matters related to 360 Security Technology Inc(601360) foreign investment (SSE Gong Han [2021] No. 3033) (hereinafter referred to as "the inquiry letter") issued by the management department of listed companies of Shanghai Stock Exchange on December 29, 2021. Now the contents of the inquiry letter are announced as follows: " 360 Security Technology Inc(601360) :
Today, the company replied to the working letter of our department that as a limited partner of the industrial fund, the company unilaterally and continuously paid in 1 billion yuan of capital contribution at the request of the general partner, but the general partner did not require other limited partners to make simultaneous capital contribution, and did not fully explain the basis and rationality. In accordance with Article 16.1 of the stock listing rules of the exchange and other relevant provisions, your company is hereby requested to verify and supplement the disclosure of the following matters.
1、 According to the announcement, Beijing Beijing Centergate Technologies (Holding) Co.Ltd(000931) gaojingjian venture capital fund (limited partnership) (hereinafter referred to as venture capital fund) there are obvious differences in the investment time of each partner. The general partner unilaterally sent two payment notices to the company on January 11 and July 20, 2021, and the company has paid in the first installment of RMB 400 million and the second installment of RMB 600 million respectively on February 9 and July 30 as required. However, the limited partner was not required to Beijing Centergate Technologies (Holding) Co.Ltd(000931) until November 18, 2021 The first phase of development investment, Beijing Centergate Technologies (Holding) Co.Ltd(000931) development completed the first phase of paid in investment of 480 million yuan on December 3. According to the agreement provided by the company, the general partner shall send the payment notice at the time otherwise agreed by the parties. The company is requested to make supplementary disclosure: (1) the payment arrangement otherwise agreed between the general partner and the company and other limited partners, as well as the performance of the obligation of early-stage information disclosure; (2) the basis, decision-making subject and procedure of the above differentiated payment notice arrangement of the general partner, indicating whether it complies with the agreement and fairly protects the interests of all partners; (3) Combined with the above situation, explain the specific decision-making process and main considerations of the company's acceptance of differentiated payment arrangements, and whether it damages the interests of listed companies.
2、 According to the announcement, the company unilaterally paid in the initial contribution in advance, mainly considering the implementation of project investment more in line with the company's industry as soon as possible, but no project has been implemented since February. The company is requested to make supplementary disclosure: (1) whether the specific relationship between the unilateral paid in capital contribution and the implementation of the fit project as soon as possible conforms to the industry practice; (2) the specific implementation progress of relevant project investment and the necessity of capital contribution in the corresponding stage since the initial capital contribution; (3) Explain whether the above-mentioned related projects are invested by the company alone or jointly by all partners, and whether all partners share profits and losses in the follow-up. If so, please explain the rationality of the company's unilateral paid in capital contribution in advance.
3、 According to the announcement, the company unilaterally paid in the second phase of capital contribution in advance because among the intended investment projects, the company's newly established 360 Security Technology Inc(601360) Hongxin fund plans to account for the largest proportion, and the venture capital fund plans to subscribe 360 Security Technology Inc(601360) Hongxin fund for 600 million yuan. However, at present 360 Security Technology Inc(601360) Hongxin fund is in the planning and establishment stage and has no foreign investment projects. The company is requested to make supplementary disclosure: (1) whether the contribution of 360 Security Technology Inc(601360) Hongxin fund subscribed by venture capital fund is 600 million yuan, which separately corresponds to the paid in phase II fund of the company. If yes, please explain the rationality of the company not directly investing in its subordinate funds. If not, please explain the rationality of the company's unilateral advance contribution; (2) Combined with the fact that the main investment project is the company's subordinate fund and there is no clear investment project, it further explains the necessity and rationality of the company's paid in capital contribution in advance.
4、 According to the announcement, in addition to using the raised funds to replace the self raised funds of RMB 1.036 billion in the early stage in June 2021, the raised projects such as Cyberspace Security R & D center project have not been invested, mainly because the objective factors affecting the construction of raised projects have changed greatly after 2018. However, the company did not specify the specific changes and impacts, and the feasibility analysis report of the raised investment project disclosed in June 2020 had no significant changes compared with that disclosed in 2018. The company is requested to make supplementary disclosure: (1) whether the specific factors and changes affecting the construction of the raised investment project occur after June 2020 and have a specific impact on the construction of the raised investment project; (2) in combination with the above situation, explain whether the announcement and document information related to the early non-public offering are accurate and whether they fully remind the relevant risks. The sponsor is requested to express its opinions.
Independent directors are invited to express their opinions on the above issues one by one.
Please disclose the information immediately after receiving this inquiry letter, reply to our department within 5 trading days, and fulfill the obligation of information disclosure. "
The company is actively organizing relevant parties to further verify the relevant situation according to the requirements of the inquiry letter, implement the relevant requirements, actively respond to the problems involved in the inquiry letter and timely fulfill the obligation of information disclosure. Please pay attention to the company's announcement and pay attention to investment risks.
It is hereby announced.
360 Security Technology Inc(601360) board of directors December 30, 2021
