360 Security Technology Inc(601360) independent director
Independent opinions on the reply of Shanghai Stock Exchange to the supervision letter on the company’s participation in the establishment of venture capital fund
In accordance with the guiding opinions on the establishment of independent director system in listed companies, the governance standards of listed companies, the articles of association of 360 Security Technology Inc(601360) (hereinafter referred to as the articles of association) and the working system of independent directors of the company issued by the CSRC, we, as 360 Security Technology Inc(601360) (hereinafter referred to as the “company”) ）On the basis of carefully reviewing the relevant materials submitted by the company’s board of directors, listening to the introduction of the company’s board of directors and asking relevant personnel of the company, based on the principle of prudence and our objective and independent judgment, The company’s reply to the supervision letter of Shanghai Stock Exchange on the company’s participation in the establishment of venture capital fund is as follows:
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.
3. 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 necessity of earlier capital contribution of its wholly-owned partnership Tianjin qiruitiancheng equity investment center (limited partnership), and believe that it is necessary for Tianjin qiruitiancheng equity investment center (limited partnership) to make earlier capital contribution.
4. After consulting the details of deposit financial transactions and the certificate of time deposit opening of large amount units issued by the venture capital fund custodian institution Hua Xia Bank Co.Limited(600015) , At present, the company’s total investment of RMB 1 million is deposited in the custody account opened by the custodian institution Hua Xia Bank Co.Limited(600015) for Beijing Beijing Centergate Technologies (Holding) Co.Ltd(000931) gaojingjian venture capital fund (limited partnership). The current purpose is 7-day notice deposit in RMB. The company’s investment does not flow to other partners or be physically occupied by others.
5. After consulting the announcement documents related to the company’s non-public offering of A-Shares in 2018; After checking the bank statement of the company’s special account for raised funds and the standing book for the use of raised funds, we believe that the storage and use of the company’s raised funds and the investment progress of the investment projects invested by the raised funds are in line with the actual situation. The company’s capital involved in the investment and establishment of venture capital fund this time comes from its own funds, The investment amount accounts for a small proportion of the company’s total monetary funds and trading financial assets as of December 31, 2020, and there is no situation that affects the promotion plan of investment projects with raised funds or the needs of daily operating funds.
6. After consulting the invitation for subscription of 360 Security Technology Inc(601360) non-public Development Bank A shares, the invitation for additional subscription of 360 Security Technology Inc(601360) non-public Development Bank A-Shares and the appendix to the invitation for subscription signed by the subscription object; According to the statement on the absence of relevant agreements and arrangements with 360 Security Technology Inc(601360) subscription objects of non-public development banks in 2018 issued by the company, the controlling shareholder and the actual controller, we believe that there is no disclosure agreement or other relevant agreements and potential arrangements between the company, the controlling shareholder, the actual controller and the subscription objects of the company’s non-public offering of A-Shares in 2018 and their related parties, There are no circumstances damaging the interests of the company.
In conclusion, the independent directors believe that there is no information that should be disclosed but not disclosed in the reply to the supervision letter of Shanghai Stock Exchange on the company’s participation in the establishment of venture capital fund, there is no difference between the actual situation and the disclosed information, and the company has fulfilled the obligation of information disclosure in accordance with the law.
Independent directors: Ming Huang, Xu Jingchang and Liu Shian December 29, 2021
