Stock Code: 601360 stock abbreviation: 360 Security Technology Inc(601360) No.: 2021-077 360 Security Technology Inc(601360)
Announcement on the establishment of venture capital fund initiated by wholly-owned subsidiaries
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. Important:
Name of investment object: Beijing 360 Security Technology Inc(601360) Hongxin venture capital partnership (limited partnership) (tentative name, subject to final registration and approval, hereinafter referred to as “investment fund” or “partnership”);
Investment amount: 360 Security Technology Inc(601360) (hereinafter referred to as “company” or ” 360 Security Technology Inc(601360) “) wholly owned subsidiary 360 Security Technology Inc(601360) (Beijing) Private Equity Fund Management Co., Ltd., as the general partner, plans to subscribe 2409640 yuan, accounting for 0.20% of the total subscribed capital; Beijing Qihoo Technology Co., Ltd., a wholly-owned subsidiary of the company, as the limited partner, plans to subscribe 602409640 yuan, accounting for 50.00% of the total subscribed capital; Beijing Beijing Centergate Technologies (Holding) Co.Ltd(000931) gaojingjian venture capital fund (limited partnership), the proposed subscribed capital contribution is 600 million yuan, accounting for 49.80% of the total subscribed capital contribution;
This transaction does not constitute a related party transaction or a major asset reorganization specified in the administrative measures for major asset reorganization of listed companies, and does not need to be submitted to the board of directors and the general meeting of shareholders for deliberation;
The company disclosed the announcement on participating in investment and establishing venture capital fund (Announcement No.: 2021-005) on February 10, 2021. Tianjin Qirui Tiancheng equity investment center (limited partnership), a wholly-owned partnership of the company, established Beijing Beijing Centergate Technologies (Holding) Co.Ltd(000931) high-precision venture capital fund with Beijing Centergate Technologies (Holding) Co.Ltd(000931) Development Group Co., Ltd. and Beijing Beijing Centergate Technologies (Holding) Co.Ltd(000931) capital fund management Co., Ltd (limited partnership), the investment fund initiated and established by the company’s wholly-owned subsidiary is the sub fund of Beijing Beijing Centergate Technologies (Holding) Co.Ltd(000931) gaojingjian venture capital fund (limited partnership).
The investment fund is still in the planning and establishment stage and has not yet gone through the industrial and commercial registration. It needs to obtain the Filing Certificate of China Securities Investment Fund Association. There are still some uncertainties in the specific implementation and progress. The investment fund has the characteristics of long investment period and low liquidity. The invested projects may be affected by many uncertain factors such as policies and regulations, macro-economy, industry cycle and market environment. There may be the risk of failure to achieve the expected income, failure to exit in time and effectively, and there is no principal guarantee and minimum income commitment.
1、 Overview of this transaction
In order to seek investment opportunities in line with the company’s strategic development direction, optimize the company’s investment structure and reserve and cultivate high-quality project resources for the company, The company’s wholly-owned subsidiaries 360 Security Technology Inc(601360) (Beijing) Private Equity Fund Management Co., Ltd., Beijing Qihoo Technology Co., Ltd. and Beijing Beijing Centergate Technologies (Holding) Co.Ltd(000931) gaojingjian venture capital fund (limited partnership) recently signed the Beijing 360 Security Technology Inc(601360) Hongxin venture capital partnership (limited partnership) partnership agreement to jointly invest in the establishment of Beijing 360 Security Technology Inc(601360) Hongxin venture capital partnership (limited partnership), the fund mainly invests in the equity of outstanding non listed companies in network security technology, network security application and related industries and new third board enterprises. The company’s wholly-owned subsidiary 360 Security Technology Inc(601360) (Beijing) Private Equity Fund Management Co., Ltd., as the general partner, plans to subscribe 2409640 yuan, accounting for 0.20% of the total subscribed capital; Beijing Qihoo Technology Co., Ltd., a wholly-owned subsidiary of the company, as the limited partner, plans to subscribe 602409640 yuan, accounting for 50.00% of the total subscribed capital; Beijing Beijing Centergate Technologies (Holding) Co.Ltd(000931) gaojingjian venture capital fund (limited partnership), it is proposed to subscribe 600 million yuan, accounting for 49.80% of the total subscribed capital. After the establishment of venture capital fund in this initiative, 360 Security Technology Inc(601360) will directly hold 50.20% of the partnership share of the investment fund, and will indirectly hold 22.55% of the partnership share of the investment fund through Beijing Beijing Centergate Technologies (Holding) Co.Ltd(000931) gaojingjian venture capital fund (limited partnership), and the investment fund will be included in 360 Security Technology Inc(601360) Consolidated report range. This transaction does not constitute a related party transaction or a major asset reorganization specified in the administrative measures for major asset reorganization of listed companies, and does not need to be submitted to the board of directors and the general meeting of shareholders for deliberation.
2、 Relevant information of investment fund
(i) Basic information of investment fund
1. Company name: Beijing 360 Security Technology Inc(601360) Hongxin venture capital partnership (limited partnership) (tentative name, subject to final registration and approval)
2. Enterprise type: limited partnership
3. Fund scale: the total amount of funds to be raised is 1204819280 yuan
4. Executive partner: 360 Security Technology Inc(601360) (Beijing) Private Equity Fund Management Co., Ltd
5. Registered address: 350, block F, Beijing fund town building, Fangshan District, Beijing
6. Term of partnership: 20 years, calculated from the date when the partnership obtains the first business license. The actual operation period of the partnership is 8 years, The investment period is 4 years (4 years from the date of establishment of the fund) and the exit period is 4 years (4 years from the expiration date of the fund investment). For the business needs of the partnership, the investment period of the partnership can be extended by one year at the discretion of the manager. If the investment period is extended, the time of the exit period shall be adjusted accordingly to meet the actual operation period of the partnership as a whole. The exit period of equity investment of the partnership shall not be later than the actual operation period of the partnership 。 With the consent of the manager, the actual operation period may be extended for 15 months at a time, but the total duration of the partnership shall not exceed the duration of Beijing Beijing Centergate Technologies (Holding) Co.Ltd(000931) gaojingjian venture capital fund (limited partnership).
7. Business scope: investment management; Project investment. (“1. Do not raise funds in public without the approval of relevant departments; 2. Do not publicly carry out securities products and financial derivatives trading activities; 3. Do not issue loans; 4. Do not provide guarantees to enterprises other than the invested enterprises; 5. Do not promise investors that the investment principal will not be lost or the minimum income” ； Market entities independently choose business projects and carry out business activities according to law; For projects subject to approval according to law, business activities shall be carried out according to the approved contents after being approved by relevant departments; It is not allowed to engage in the business activities of projects prohibited and restricted by the industrial policies of the state and this Municipality.)
8. Subscribed capital contribution, capital source and progress of each partner
No. partner name partner type contribution subscribed capital contribution proportion capital contribution method source progress
360 Security Technology Inc(601360) (Beijing) self owned private equity fund management company limited with 24096400.20% capital contribution in currency of general partner
2. Beijing Qihoo Technology Co., Ltd. has a limited partner currency of 60240964050.00% of its own capital contribution
Beijing Beijing Centergate Technologies (Holding) Co.Ltd(000931) Gaojing self owned top 3 venture capital fund limited partner’s monetary capital contribution of 6000000049.80% (limited partnership)
Total – 1204819280100%————
The above registration information shall be subject to the information registered and filed with the market supervision and administration authority.
（2） Management mode of investment fund
1. Management and decision-making mechanism
The investment fund authorizes the fund manager to establish an investment decision-making committee (hereinafter referred to as the “investment committee”) ）, be responsible for reviewing and making resolutions on investment, withdrawal and other matters to be submitted to the Investment Committee for consideration submitted by the management team. Limited partners have the right to appoint one observer to attend the investment committee without any voting rights. The investment committee shall perform its duties in the form of meetings, and the composition, convening, convening and voting mechanism of the investment committee shall be decided by the manager.
2. Main rights and obligations of the general partner
(1) Participate in the partners’ meeting and exercise the corresponding voting rights according to the proportion of their capital contribution;
(2) Pay the capital contribution in time and in full according to the agreement, and bear unlimited joint and several liability for the debts of the partnership;
(3) Carefully read and perform the partnership agreement to ensure that the source of investment funds complies with the provisions of laws and administrative regulations;
(4) Take all necessary and appropriate actions to make the partnership survive effectively, carry out business activities as a limited partnership, enable the partnership to exercise or perform its rights and obligations under the contract with a third party and achieve the purpose of the partnership;
(5) Keep business secrets and shall not disclose the investment plan or intention of private equity funds;
(6) It shall not engage in any activities detrimental to the legitimate rights and interests of the partnership and other partners;
(7) During the duration of the partnership, the general partner will not take any action to dissolve or terminate the partnership, unless otherwise agreed in the partnership agreement or agreed by all partners.
3. Main rights and obligations of limited partners
(1) Participate in the partners’ meeting and exercise the corresponding voting rights according to the proportion of their capital contribution;
(2) Make timely and full payment of capital contributions in accordance with the provisions of the partnership agreement, and be liable for the debts of the partnership to the extent of its subscribed capital contributions;
(3) Carefully read and perform the partnership agreement to ensure that the source of investment funds complies with the provisions of laws and administrative regulations;
(4) Supervise the performance of private fund managers’ duties and custody obligations;
(5) Obtain the fund information disclosure materials at the time and in the manner agreed in the partnership agreement;
(6) If the legitimate rights and interests are damaged due to the violation of laws and regulations, self-discipline rules or the provisions of this agreement by the private fund manager, he shall be entitled to compensation;
(7) Accept the confirmation procedures of qualified investors, truthfully fill in the questionnaire on risk identification ability and bearing ability, truthfully promise the assets or income, be responsible for its authenticity, accuracy and completeness, and promise to be qualified investors;
(8) Where most investors’ funds are pooled in the form of partnership, contract and other unincorporated forms or in the form of company and other legal persons to invest directly or indirectly in the private placement fund, the above information and the information of the final investor shall be fully disclosed to the private placement fund manager;
(9) Carefully read and sign the risk disclosure statement;
(10) Provide the fund manager with the information materials and identity documents required by laws and regulations, and cooperate with the fund manager
(11) Keep business secrets and shall not disclose the investment plan or intention of private equity funds;
(12) Shall not interfere with the investment of the fund manager in violation of the provisions of the partnership agreement;
(13) It shall not engage in any activities that are detrimental to the legitimate rights and interests of the fund and other funds managed by the fund manager.
4. Management fee
The management fee of the fund manager shall be charged according to a certain proportion of the scale of the investment fund, which shall be subject to the relevant agreements.
5. Profit distribution, reversal and loss sharing
(1) Profit distribution mode
The fund manager shall, after the partnership receives the distributable income, that is, the cash received by the fund from the sale or disposal of the equity of the underlying company invested by the fund and the dividends and dividends distributed by the fund from the underlying company After deducting the fund expenses (excluding the performance remuneration of the manager), relevant taxes and funds reasonably reserved for the payment of fund expenses and taxes (if any) from the interest and other cash income, the fund manager shall formulate the distribution plan according to the following principles and sequence:
1) The accumulated paid in capital contribution of all partners shall be returned according to the proportion of paid in capital contribution of all partners until all partners recover all their paid in capital contribution. The fund manager shall distribute the distributable income within 10 working days from the date when the custodian account receives the distributable income.
2) It shall be distributed to all partners according to the proportion of paid in capital contributions of all partners until the pre tax annualized rate of return (simple interest) of all partners reaches 6% (including) of their paid in capital contributions. However, all partners shall not make this distribution before all subscribed capital contributions of the fund are paid in. The fund manager shall make distribution within 10 working days from the date when the custodian receives distributable income.
3) After distribution in accordance with Item 2) above, For the part with annualized yield (simple interest) exceeding 6% (if any), 20% of which shall be distributed to the fund manager as performance remuneration, and the other 80% shall be distributed among all partners according to the proportion of partnership capital contributions paid by all partners. The fund manager shall distribute the performance remuneration to all partners within 10 working days from the date when the custodian receives the distributable income, but the withdrawal frequency of the performance remuneration of the fund manager shall not exceed Once every 6 months.
If a partner fails to make a capital contribution to the fund as agreed, the subsequent distribution shall be made in accordance with the principles of items 1), 2) and 3) above after adjusting the paid in capital contribution of each partner in accordance with Article 15 of the partnership agreement.
The general partner confirms that during the liquidation of the partnership, the liquidator shall recalculate the income to be shared by each partner based on the net income and in accordance with the order of profit distribution specified in Article 53 of the partnership agreement. If it is found after re accounting that any partner has obtained more than the income distribution amount that should be obtained according to the partnership agreement (such as calculation error), each partner shall return the excess to the partnership or deduct it from the liquidation distribution amount that should be obtained.
For the avoidance of ambiguity, net income refers to the partnership that deducts all the income of the partnership during its existence (referring to the income under Articles 52, 53 and other relevant provisions of the partnership agreement) from the expenses, taxes and other expenses borne by the partnership property and other expenses that should be deducted or actual expenses before income distribution to partners according to this agreement
