Stock Code: 601360 stock abbreviation: 360 Security Technology Inc(601360) No.: 2021-078 360 Security Technology Inc(601360)
Reply to the notice of Shanghai Stock Exchange on the supervision of the company's participation in the establishment of venture capital funds
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 " 360 Security Technology Inc(601360) " or "the company") disclosed the announcement of 360 Security Technology Inc(601360) on participating in investment and establishing venture capital fund (Announcement No.: 2021-005) on February 10, 2021. The company's wholly-owned partnership Tianjin qiruitiancheng equity investment center (limited partnership) (hereinafter referred to as "qiruitiancheng") and Beijing Centergate Technologies (Holding) Co.Ltd(000931) Development Group Co., Ltd (hereinafter referred to as " Beijing Centergate Technologies (Holding) Co.Ltd(000931) development") and Beijing Beijing Centergate Technologies (Holding) Co.Ltd(000931) capital fund management Co., Ltd. (hereinafter referred to as " Beijing Centergate Technologies (Holding) Co.Ltd(000931) capital") signed the limited partnership agreement of Beijing Beijing Centergate Technologies (Holding) Co.Ltd(000931) gaojingjian venture capital fund (limited partnership) (hereinafter referred to as "partnership agreement"). Qiruitiancheng is a limited partner (LP) plans to subscribe for the share of Beijing Beijing Centergate Technologies (Holding) Co.Ltd(000931) gaojingjian venture capital fund (limited partnership) (hereinafter referred to as "partnership" or "venture capital fund") with its own capital of RMB 1 million, accounting for 45.29% of the share of the venture capital fund (subsequently, under the condition of meeting the provisions of relevant laws and regulations, it can raise funds and fund shares from other specific objects); Beijing Centergate Technologies (Holding) Co.Ltd(000931) capital acts as the executive partner and general partner (GP) of venture capital fund, with a subscribed capital contribution of 8 million yuan, accounting for 0.36% of the share of the venture capital fund; Beijing Centergate Technologies (Holding) Co.Ltd(000931) Development, as a limited partner, subscribed 120 million yuan, accounting for 54.35% of the venture capital fund.
On December 4, 2021, the company disclosed the announcement on the progress of 360 Security Technology Inc(601360) participating in the investment and establishment of venture capital fund (Announcement No.: 2021-074). Qiruitiancheng completed the paid in amount of RMB 1 million, Beijing Centergate Technologies (Holding) Co.Ltd(000931) capital paid in amount of RMB 3.2 million and Beijing Centergate Technologies (Holding) Co.Ltd(000931) Development paid in amount of RMB 480 million.
Recently, the company has received the supervision letter on 360 Security Technology Inc(601360) participating in the investment and establishment of venture capital fund (szgh [2021] No. 2960) (hereinafter referred to as the "working letter") issued by Shanghai Stock Exchange. The company has carefully verified and analyzed the issues concerned in the working letter, and now replies to the relevant questions in the working letter as follows:
Recently, the company announced that, Tianjin Qirui Tiancheng equity investment center (limited partnership), a wholly-owned partnership of the company (hereinafter referred to as Qirui Tiancheng), as a limited partner, has completed the investment in Beijing Beijing Centergate Technologies (Holding) Co.Ltd(000931) gaojingjian venture capital fund (limited partnership) (hereinafter referred to as venture capital fund) has all the capital contribution obligations with a subscribed amount of 1 billion yuan, but other partners have only completed 40% of the capital contribution obligations. At present, the venture capital fund has not carried out any investment activities. According to Article 16.1 of the stock listing rules of the exchange and other relevant provisions, the regulatory requirements for relevant matters are as follows.
Question 1: according to the announcement, The limited partner Beijing Centergate Technologies (Holding) Co.Ltd(000931) Development Group Co., Ltd. (hereinafter referred to as Beijing Centergate Technologies (Holding) Co.Ltd(000931) Development) and the general partner Beijing Beijing Centergate Technologies (Holding) Co.Ltd(000931) capital fund management Co., Ltd. (hereinafter referred to as Beijing Centergate Technologies (Holding) Co.Ltd(000931) capital, 100% controlled by Beijing Centergate Technologies (Holding) Co.Ltd(000931) Development) subscribed RMB 1.2 billion and RMB 8 million respectively, and paid in RMB 480 million and RMB 3.2 million respectively. The company is requested to verify and disclose: (1) The specific contribution time of Qirui Tiancheng and other partners, and the specific contribution process of each partner, including but not limited to the time when the general partner sends the payment notice, the payment time requirements of each partner and whether there are differences; (2) whether the contribution arrangement of each partner complies with the agreement, and the reason and rationality that the company's contribution progress is significantly faster than that of other partners.
Company reply:
(i) The specific contribution time of chirui Tiancheng and other partners, and the specific contribution process of each partner, including but not limited to the time when the general partner sends the payment notice, the payment time requirements of each partner and whether there are differences
After inquiring the payment notice sent by the general partner and the bank receipt of each partner's paid in capital contribution, the time of each partner's capital contribution is different, as follows:
Time of payment notice issued by partners time of payment required amount of capital contribution (10000 yuan) time of capital contribution
Qiruitiancheng no later than 2021-02-104000021-02-092021-07-20 and no later than 2021-07-316000021-07-30 on January 11, 2021
Beijing Centergate Technologies (Holding) Co.Ltd(000931) development 2020-09-27 no later than 2020-10-151000 2020-10-102021-11-18 no later than 2021-12-03470002021-12-03
Beijing Centergate Technologies (Holding) Co.Ltd(000931) capital -- 3202021-03-01
（2） Whether the capital contribution arrangement of each partner complies with the agreement, and the reason and rationality that the capital contribution progress of the company is significantly faster than that of other partners
1. The capital contribution arrangement of each partner shall comply with the provisions of the partnership agreement
According to the partnership agreement, the subscribed capital contribution of each partner will be paid in two (2) installments (the notice requiring partners to fulfill their payment obligations is called "payment notice") ）。 Each partner shall pay the paid in capital of the partnership in accordance with the payment notice. The general partner will issue the payment notice at the time otherwise agreed by the parties, and each partner shall remit the agreed amount to the designated bank account before the arrival date agreed in the payment notice. The first paid in capital shall not be less than forty percent (40%) of each partner's respective subscribed capital contribution, and the second paid in capital shall be the remaining amount of each partner's respective subscribed capital contribution after deducting its paid in part. The general partner shall pay in advance twenty years (20) The payment notice shall be sent to the limited partners within working days. In case of changes in applicable laws and regulations or regulatory policies, or emergency capital needs of the partnership, the general partner shall have the right to adjust the capital contribution progress of the limited partners.
According to the time agreed by the parties, the general partner shall issue a payment notice, and each partner shall remit the agreed amount to the designated bank account at the time agreed in the payment notice. As of the disclosure date of this reply, Qirui Tiancheng has completed the paid in capital of all subscribed capital contributions, and other partners have completed the first paid in capital, that is, not less than forty percent (40%) of each partner's respective subscribed capital contributions. The capital contribution arrangement of each partner is in line with the agreement.
2. Reasons and rationality of the company's contribution progress faster than other partners
Based on the recognition of the professionalism of Beijing Centergate Technologies (Holding) Co.Ltd(000931) capital (which has cooperated with more than 100 excellent investment institutions in China) and the consideration of strategic layout of more high-quality projects through investment in the master fund, qiruitiancheng and Beijing Centergate Technologies (Holding) Co.Ltd(000931) development and Beijing Centergate Technologies (Holding) Co.Ltd(000931) capital signed the partnership agreement on February 8, 2021, in which the manager was clearly agreed Beijing Centergate Technologies (Holding) Co.Ltd(000931) capital and venture capital fund will "actively introduce 360 Security Technology Inc(601360) investment opportunities of companies related to 360 Security Technology Inc(601360) upstream and downstream industrial chain to 360 Security Technology Inc(601360) ".
The venture capital fund manager Beijing Centergate Technologies (Holding) Co.Ltd(000931) capital began to actively carry out the reserve of sub funds and high-quality projects in the second half of 2020, investigated and visited more than 50 market-oriented professional investment institutions, mainly covering comprehensive investment funds in high-precision industries and professional funds in various segments. According to the requirements of "investor's capital source" in the instructions for the filing of private investment funds (2019 Edition) issued by China Securities Investment Fund Industry Association, the raising institution (i.e. sub fund manager) "shall verify that the amount of investors' contribution to the fund matches its contribution ability" , high-quality sub fund managers and high-quality projects in the market will focus on whether the master fund has paid in full investable funds when selecting the master fund for investment, At the same time, considering that Beijing Centergate Technologies (Holding) Co.Ltd(000931) capital will implement 360 Security Technology Inc(601360) cooperation with several excellent investment institutions and cover more high-quality projects as soon as possible (such projects are more consistent with the industry to which 360 Security Technology Inc(601360) belongs), and according to the requirements of Beijing Centergate Technologies (Holding) Co.Ltd(000931) capital's internal management system, Beijing Centergate Technologies (Holding) Co.Ltd(000931) capital will first issue a down payment notice to Qirui Tiancheng, that is, the down payment proportion is 40%, and the down payment amount is 400 million yuan.
The venture capital fund completed the filing of private investment fund products of China Securities Investment Fund Industry Association on March 25, 2021, After that, Beijing Centergate Technologies (Holding) Co.Ltd(000931) capital research formulated the investment management measures of Beijing Beijing Centergate Technologies (Holding) Co.Ltd(000931) gaojingjian venture capital fund (limited partnership) and the investment guide of Beijing Centergate Technologies (Holding) Co.Ltd(000931) gaojingjian master Fund (Trial), which clarified the composition of the investment committee and the investment decision-making mechanism. At the same time, it further carried out in-depth docking and investment screening of the proposed sub funds.
Meanwhile, since April 2021, 360 Security Technology Inc(601360) has also started the registration of private fund managers, which will be completed in June 2021
On June 25, it obtained the reply of Beijing Securities Regulatory Bureau on the establishment of private fund manager, On July 8, 2021, the establishment of the private fund manager's industrial and commercial entity " 360 Security Technology Inc(601360) (Beijing) Private Fund Management Co., Ltd." ( 360 Security Technology Inc(601360) 's wholly-owned subsidiary, hereinafter referred to as " 360 Security Technology Inc(601360) private placement") was completed. On August 20, 2021, the private fund manager was registered with China securities investment fund industry association with registration number: p1072361.
The venture capital fund has preliminarily determined the investment intention and overall proposed investment amount of several sub funds, including the safety industry fund to be managed by 360 Security Technology Inc(601360) private placement, after making preliminary adjustment and investment screening of the sub funds to be invested, Among them, Beijing 360 Security Technology Inc(601360) Hongxin venture capital partnership (limited partnership) (hereinafter referred to as " 360 Security Technology Inc(601360) Hongxin fund") accounts for the largest proportion of a single proposed investment in the venture capital fund. In view of this, the venture capital fund manager Beijing Centergate Technologies (Holding) Co.Ltd(000931) In combination with the estimation of the overall proposed investment amount, the capital issued the second payment notice to Qirui Tiancheng, that is, the paid in proportion of the second phase is 60%, and the paid in amount is 600 million yuan. In addition, the company sought confirmation from the manager of the venture capital fund for the "problem of inconsistent capital contribution time of each partner of the venture capital fund". According to the statement on the work of Beijing Beijing Centergate Technologies (Holding) Co.Ltd(000931) sophisticated venture capital fund issued by the manager of the venture capital fund, there are inconsistent capital contribution time of partners in the funds managed by Beijing Centergate Technologies (Holding) Co.Ltd(000931) , The details are as follows:
Beijing QIHANG Venture Capital Management Co., Ltd. is a market-oriented investment management company established by Beijing Centergate Technologies (Holding) Co.Ltd(000931) development and its investment team. The Beijing Beijing Centergate Technologies (Holding) Co.Ltd(000931) development QIHANG Innovation Investment Fund (limited partnership) managed by it was established on January 25, 2019 and completed the filing in China Infrastructure Association on June 24, 2019. Hongta Innovation Investment Co., Ltd. subscribed 50 million yuan as LP, and paid in 25 million yuan on January 30, 2019, with a paid in proportion of 50%; Beijing Centergate Technologies (Holding) Co.Ltd(000931) development, as an LP, subscribed RMB 168 million, and paid in RMB 50 million on May 15, 2019, with a paid in proportion of 29.8%. On December 17, 2020, China Development Group completed the second paid in capital contribution of RMB 36.17 million, with a cumulative paid in proportion of about 50% (nearly one year and 11 months later than that of external LP Hongta Innovation Investment Co., Ltd.).
3. Follow up capital contribution plan of other partners not fully paid in
On December 22, 2021, the venture capital fund deliberated and approved the investment plan for the first batch of four sub funds, with an overall investment of about 1 billion yuan, including 600 million yuan for 360 Security Technology Inc(601360) Hongxin fund, and plans to complete the investment of about 10 sub funds totaling about 1.1 billion yuan in 2022. Although the venture capital fund partnership agreement stipulates that the investment time of each partner shall be subject to the payment notice issued by the general partner, in order to ensure the orderly progress of the venture capital fund and considering that the investment of each partner should be consistent as far as possible, Beijing Centergate Technologies (Holding) Co.Ltd(000931) development Beijing Centergate Technologies (Holding) Co.Ltd(000931) capital issued the letter of commitment on capital contribution to the venture capital fund on December 28, 2021:
" Beijing Centergate Technologies (Holding) Co.Ltd(000931) development / Beijing Centergate Technologies (Holding) Co.Ltd(000931) capital, as the limited partner / general partner of Beijing Beijing Centergate Technologies (Holding) Co.Ltd(000931) gaojingjian venture capital fund (limited partnership), will complete the paid in capital contribution obligation as soon as possible in accordance with relevant agreements.
Since our group / company is a state-owned enterprise, when planning to carry out major investment matters, it is necessary to first prepare the annual investment plan and submit it to the state-owned assets supervision and administration department for approval; Secondly, annual budget preparation and approval are required; At the same time, considering that the Spring Festival is an important traditional festival in China, relevant staff are unable to carry out work during the holidays. Therefore, our company promises to complete the paid in capital contribution of the remaining 720 million yuan / 4.8 million yuan no later than March 31, 2022. "
After Beijing Centergate Technologies (Holding) Co.Ltd(000931) development and Beijing Centergate Technologies (Holding) Co.Ltd(000931) capital complete the second phase of paid in capital contribution, the fund will be fully paid in.
Opinions of independent directors:
1. After consulting the partnership agreement of the venture capital fund provided by the company, the payment notice issued by the general partner and the bank receipt of each partner's paid in capital contribution, we believe that there are differences in the investment time of each partner of the venture capital fund, but the actual investment time is invested after the general partner of the venture capital fund issues the payment notice according to the partnership agreement, Comply with the relevant provisions of the partnership agreement.
2. After consulting the notes on the work progress of Beijing Beijing Centergate Technologies (Holding) Co.Ltd(000931) gaojingjian venture capital fund and the minutes of the project establishment meeting of Beijing Beijing Centergate Technologies (Holding) Co.Ltd(000931) gaojingjian venture capital fund provided by the venture capital fund manager Beijing Centergate Technologies (Holding) Co.Ltd(000931) capital, We agree with the company's description of the reason and rationality that the contribution progress of its wholly-owned partnership Tianjin Qirui Tiancheng equity investment center (limited partnership) is faster than that of other partners, and believe that it is reasonable that the contribution progress of the company is faster than that of other partners.
Question 2: according to
