Huatai United Securities Co., Ltd
Letter on the supervision of 360 Security Technology Inc(601360) participating in the establishment of venture capital fund issued by Shanghai Stock Exchange
Special verification opinions on Relevant Issues
Huatai United Securities Co., Ltd. (hereinafter referred to as "Huatai United Securities" or "sponsor") as the sponsor of 360 Security Technology Inc(601360) (hereinafter referred to as " 360 Security Technology Inc(601360) " and "company") non-public offering of shares in 2018, in accordance with the measures for the administration of securities issuance and listing recommendation business The guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds by listed companies, the stock listing rules of Shanghai Stock Exchange and other laws and regulations, We hereby make a special verification on the relevant issues of the working letter on the supervision of 360 Security Technology Inc(601360) participating in the investment and establishment of venture capital fund (shggh [2021] No. 2960, hereinafter referred to as the "working letter"), and express the verification opinions. The details are as follows: Question 3. According to the announcement, in the non-public offering completed by the company in January this year, Beijing Zhongfa booster No. 1 Investment Fund (limited partnership) the subscription amount is 1 billion yuan, which is the same as the company's investment amount this time. Its main partner is Beijing Centergate Technologies (Holding) Co.Ltd(000931) development, etc. the company is requested to verify and make supplementary disclosure: (1) whether the progress of the raised investment project in this non-public offering meets the expectations, and explain whether this investment affects the promotion plan of the raised investment project and the needs of daily operating funds; (2) Whether the company, the controlling shareholder, the actual controller, the subscribers of the non-public offering and their related parties have any bottom-up agreement or other relevant agreements and potential arrangements, and whether there is any situation that damages the interests of the listed company. The recommendation institution is requested to check and express clear opinions. [reply] 1、 Whether the progress of the project raised and invested in this non-public offering meets the expectations, indicating whether this investment affects the promotion plan of the project raised and invested and the needs of daily operating funds
1. Use of raised funds
According to the reply on approving 360 Security Technology Inc(601360) non-public Development Bank shares issued by China Securities Regulatory Commission (CSRC license [2020] No. 656), the company issued 381308030 ordinary shares to specific objects at an issue price of 12.93 yuan per share. The total amount of funds raised in this non-public offering was 4930312827.90 yuan. After deducting 91641236.93 yuan of issuance expenses excluding value-added tax, the net amount of funds raised was 4838671590.97 yuan.
(2) Use and balance of raised funds
As of November 30, 2021, the use and balance of the company's raised funds are as follows:
Unit: RMB 10000
Category amount remarks
The total amount of raised funds is 493031.28——
Net raised funds 483867.16——
On June 21, 2021, the company held the sixth session of the board of directors
The second meeting and the second meeting of the sixth board of supervisors shall be deliberated respectively
Passed the self financing policy on using raised funds to replace pre investment
The proposal on accumulative investment of raised funds agrees that the company shall use RMB
The total amount of funds (1044885130.28 yuan) has been invested in advance
For the self raised funds invested in the investment projects with raised funds of 103554.73 in advance and the paid issuance expenses,
Among the investment items of raised funds, the replacement has been invested in the self raised funds of the raised investment project in advance
Item) 1035547300.00 yuan, replacing the amount paid with self raised funds
The issuance fee excluding VAT is RMB 9337830.28.
Independent directors, sponsors and Deloitte & Touche Tohmatsu Certified Public Accountants
The Institute (special general partnership) expressed its consent
The balance of raised funds is 389680.71, including the accumulated bank deposit interest received minus bank handling charges
Net amount of
(3) Cash management of idle raised funds
On April 20, 2021, the company held the 22nd Meeting of the 5th board of directors and the 16th meeting of the 5th board of supervisors, deliberated and adopted the proposal on using some idle raised funds for cash management, and agreed that the company, under the premise of ensuring liquidity and capital safety, The maximum amount used shall not exceed RMB 2635000000.00 The idle raised funds (including this amount) shall timely purchase financial products with high safety, good liquidity, low risk and meeting the capital guarantee requirements, and the service life shall not exceed 12 months. Within the above limit and period, the idle raised funds can be subject to single or sub transaction cash management with a single or cumulative rolling period of no more than one year. The independent directors and the sponsor of the company expressed the same opinion I would like to express my opinion.
On April 29, 2021, the company disclosed the company's plan of transferring RMB 1.555 billion of raised funds to large certificates of deposit products
According to the report, the product transfer date is April 27, 2021, and the product maturity date is from December 12, 2021 to 2022
From April 18, 2014, the product life is no more than 1 year.
On October 16, 2021, the company disclosed the company's corporate plan of transferring RMB 1.06 billion of raised funds to large certificates of deposit products
According to the report, the product transfer date is October 14, 2021, and the product maturity date is from December 12, 2021 to 2022
From July 9, 2014, the product term shall not exceed 1 year.
As of November 30, 2021, the company has used idle raised funds to deposit the accumulated amount of bank certificates of deposit
The balance is RMB 2615 million.
2. Investment progress of projects invested with raised funds
As of November 30, 2021, the investment progress of the company's investment projects with raised funds is as follows:
Unit: RMB 10000
Sequence project name total investment proposed to be raised and actual investment not reaching the planned progress reason
No. fund raising amount
1360 Cyberspace Security 84928.5151479.690 - with the development of network security industry and the change of international R & D center project situation, the organization regulations of network attackers
2360 new generation of manpower 145682.51 115819.400 - the model is constantly upgraded, the attack and defense technology continues to overlap the middle generation of intelligent innovation and R & D. in recent years, network security threats have the characteristics of wide attack area, large scale, advanced technology and complex attack chain. In view of the current development trend of network security technology, the company is carefully studying the project planning and positioning of R & D center, Determine the specific R & D direction of the raised investment project.
3360 big data center 503297.50 444763.5062927.04 14.15% in recent years, the market demand for construction projects in the data center industry has changed greatly, and the amount of funds raised for this project is large. The company is conducting careful research in combination with factors such as data center technical route, construction cost and data migration cost.
4360 intelligent search and 186443.0677116.9116600.56 21.53% due to the slowdown in the growth of Internet advertising market, fierce competition in commercial projects and the slowdown in the growth of market user scale, the company will carefully study the impact of market changes on raised investment projects, and the investment of raised funds did not meet expectations.
5360 interactive entertainment Ping 99338.3948632.1424027.13 49.41% due to the changes in the pattern of online game industry and the adjustment of issuance policies in recent years, the company will carefully study the impact of market changes on raised investment projects, and the investment of raised funds is not up to expectations
Period.
6360 traffic anti fraud 91543.5487608.580 - due to the great changes in the market demand and technical iteration of traffic anti fraud industry platform projects in recent years, the company will carefully study the impact of market changes on raised investment projects, and the investment of raised funds did not meet expectations.
7360 intelligent children 94110.0125915.760 - due to the demand of intelligent hardware market in recent years
