360 Security Technology Inc(601360) independent director
On matters related to the 8th meeting of the 6th board of directors
Special instructions and independent opinions
In accordance with the rules for independent directors of listed companies, the governance standards of listed companies, the 360 Security Technology Inc(601360) articles of Association (hereinafter referred to as the “articles of association”) and the company’s working system for independent directors and other relevant provisions of the CSRC, as independent directors of 360 Security Technology Inc(601360) (hereinafter referred to as the “company”), we carefully review the relevant materials submitted by the company’s board of directors, On the basis of listening to the introduction of the company’s board of directors and asking relevant personnel of the company, in line with the principle of prudence and based on our objective and independent judgment, we issued special instructions and independent opinions on relevant matters of the eighth meeting of the sixth board of directors as follows: I. special instructions on the capital transactions and external guarantees of the company’s related parties in 2021
According to the guidelines for the supervision of listed companies No. 8 – regulatory requirements for capital transactions and external guarantees of listed companies issued by the CSRC, the independent directors checked the capital transactions and external guarantees of the company’s related parties in accordance with the company’s 2021 financial statements and audit reports and the special instructions on the summary of 360 Security Technology Inc(601360) non operating capital occupation and other related capital transactions. After verification, the capital transactions between the company and major shareholders and their affiliated enterprises and other related parties in 2021 are normal operating capital transactions, and there is no illegal occupation of the company’s funds by related parties, nor is there any illegal occupation of funds by related parties in previous years but continued to the reporting period.
It is verified that in 2021, after the second extraordinary general meeting of shareholders in 2020, the company is limited to one time of the paid in registered capital of Tianjin Jincheng Bank Co., Ltd. (hereinafter referred to as “Tianjin Jincheng bank”), undertakes the residual risk of the outstanding part of the depositor’s deposit according to the proportion of equity held by Tianjin Jincheng bank, and is expected to provide a guarantee of no more than RMB 90 million. For details, please refer to the announcement on Issuing the statement and commitment of investment and shareholding in Tianjin Jincheng bank and external guarantee (Announcement No.: 2020034) disclosed by the company on June 6, 2020.
In 2021, the company and its subsidiaries applied for a comprehensive bank credit line with a total amount of no more than 22 billion yuan in 2021, and provided corresponding guarantees. For details, see the announcement on providing guarantee for the company and its subsidiaries to apply for comprehensive credit line from the bank in 2021 (Announcement No.: 2021014) disclosed by the company on April 22, 2021. As of December 31, 2021, the balance of comprehensive credit guarantee of the above banks was 0.
In addition to the foregoing, the company and its subsidiaries have not provided guarantee to any third party, and the company and its subsidiaries have not provided guarantee to its subsidiaries; The company and its subsidiaries also did not provide any guarantee to the controlling shareholders, actual controllers and other related parties.
The company strictly abides by the relevant provisions of relevant laws and regulations on guarantee matters, does not have any illegal guarantee behavior, strictly controls the risk of external guarantee, and does not damage the interests of the company and its shareholders, especially small and medium-sized shareholders.
By the end of 2021, the company and its subsidiaries had a total external guarantee balance of 90 million yuan.
2、 Independent opinions on the company’s profit distribution plan in 2021
Audited by Deloitte Touche Tohmatsu (special general partnership), the net profit attributable to the shareholders of the listed company in the consolidated statements of the company in 2021 is RMB 902239000. Combined with the actual situation of the company, the company plans to distribute a cash dividend of RMB 1 (including tax) for every 10 shares based on the number of share capital that can be distributed on the equity registration date when the profit distribution plan of 2021 is implemented (the total share capital minus the share balance of the company’s special repurchase account). The company’s profit distribution plan for 2021 comprehensively considers the company’s current profitability, cash flow level and future capital expenditure arrangement, which is in line with the actual situation of the company’s production and operation and the medium and long-term development plan, as well as the provisions of China Securities Regulatory Commission, Shanghai Stock Exchange and the articles of association. If the plan is not conducive to the healthy development of the company, it will harm the interests of investors if it is not conducive to the healthy distribution of profits. Therefore, we agree to the company’s profit distribution plan for 2021, and agree to submit it to the general meeting of shareholders for deliberation after it is reviewed and approved by the board of directors.
3、 Independent opinions on the remuneration of directors and senior managers of the company in 2021
The remuneration and remuneration plan of the company’s directors and senior managers is formulated according to the remuneration level of the company’s industry and scale and in combination with the actual operation of the company. It is in line with the actual situation of the company, is conducive to mobilizing the work enthusiasm and creativity of the company’s directors and senior managers, improving the operation and management level of the company, is conducive to the long-term sustainable development of the company, and does not damage the interests of the company and investors, Comply with relevant national laws, regulations and the provisions of the articles of association. Agree to the remuneration of directors and senior managers of the company in 2021, and agree to submit the remuneration of directors in 2021 to the general meeting of shareholders of the company for deliberation.
4、 Independent opinions on the prediction of the company’s daily connected transactions in 2022
The company expects that the daily related party transactions with related parties in 2022 are required by the company’s daily business activities. The price of related party transactions is determined according to fair and reasonable pricing policies and with reference to the market price, which will not damage the interests of the company and minority shareholders, and the voting procedures are legal and effective. It is agreed to submit the proposal on the prediction of daily connected transactions in 2022 to the general meeting of shareholders for deliberation and determination.
5、 Independent opinions on nominating Mr. Zhao Luming and Ms. Jiao Jiao as candidates for non independent directors of the sixth board of directors of the company
After consulting the personal resumes of Mr. Zhao Luming and Ms. Jiao Jiao, it is found that Mr. Zhao Luming and Ms. Jiao Jiao have the qualification requirements for directors of listed companies stipulated in relevant laws and regulations and the articles of association, and have the necessary working experience to perform the duties of directors, which is not included in the company law of the people’s Republic of China The circumstances stipulated in the guidelines for self regulation and supervision of listed companies of Shanghai Stock Exchange No. 1 – standardized operation shall not serve as a director of the company. The procedures for recommending the above candidates for directors comply with the relevant provisions of the company law, the articles of association and other laws and regulations.
In conclusion, we agree to nominate Mr. Zhao Luming and Ms. Jiao Jiao as candidates for non independent directors of the sixth board of directors of the company, and agree to submit the proposal to the 2021 annual general meeting for deliberation.
6、 Independent opinions on the prediction of guarantee amount between the company and its subsidiaries in 2022
In 2022, the company plans to provide guarantee for the company and its subsidiaries to apply for comprehensive credit line from the bank, and the financial risk of providing guarantee for the daily operation needs of its subsidiaries is within the company’s control, which is conducive to the company and its subsidiaries to carry out daily business activities. The approval procedures comply with the provisions of relevant laws and regulations and the articles of association, and there is no damage to the legitimate rights and interests of the company and shareholders. It is agreed to submit the proposal on the prediction of guarantee amount between the company and its subsidiaries in 2022 to the general meeting of shareholders for deliberation and determination.
7、 Independent opinion on the entrusted financial management of the company and its subsidiaries with idle self owned funds in 2022. On the premise of complying with national laws and regulations and ensuring the safety of investment funds, the entrusted financial management of the company and its subsidiaries with idle self owned funds in 2022 is conducive to improving the efficiency of capital use, obtaining certain investment income, and will not affect the normal needs of the company’s daily capital turnover and the normal development of the company’s main business. Entrusted wealth management business is in line with the interests of the company and all shareholders, and there is no situation that damages the interests of the company and all shareholders, especially small and medium-sized shareholders.
8、 Independent opinions on the deposit and actual use of the company’s raised funds in 2021
During the reporting period, the company was able to regulate and manage the special account for raised funds in accordance with the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies and other relevant provisions. The management and use of the company’s raised funds are legal and effective, and the necessary information disclosure obligations have been strictly fulfilled. There is no situation of changing the investment direction of the raised funds in a disguised manner and damaging the interests of shareholders, and there is no case of illegal use of the raised funds.
9、 Independent opinions on using some idle raised funds for cash management
After review, we believe that the company’s decision-making procedures for using idle raised funds for cash management comply with the relevant provisions of the regulatory guidelines for listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies and the self regulatory guidelines for listed companies on Shanghai Stock Exchange No. 1 – standardized operation. The company’s use of temporarily idle raised funds for cash management this time is conducive to improving the cash management income of idle raised funds. It does not conflict with the construction content of the investment project of raised funds, does not affect the normal implementation of the investment project of raised funds, does not change the purpose of raised funds in a disguised manner, does not affect the normal development of the company’s main business, and is in line with the interests of the company and all shareholders, There is no situation that damages the interests of the company and all shareholders, especially minority shareholders. To sum up, we unanimously agree that the company will use the idle raised funds of no more than RMB 2 billion (including this amount) within the scope of authorization for cash management within 12 months from the date of deliberation and approval by the board of directors.
10、 Independent opinions on the internal control evaluation report of the company in 2021
The internal control evaluation report of the company in 2021 truly and objectively reflects the actual situation of the current construction of the company’s internal control system and the implementation of the internal control system. The company’s existing internal control system covers all levels and links of the company’s operation. A relatively complete control system has been formed within the company, which can effectively control and supervise the company’s operation and management, and promote the coordinated, orderly and efficient operation of the company’s operation and management activities; The company has established and formulated strict control systems in the key internal control activities of the company, such as related party transactions, external guarantees, use of raised funds, major investment, information disclosure and so on, which have been strictly implemented; The company’s internal control organization is complete, which ensures the full and effective implementation and supervision of the company’s key internal control activities.
11、 Independent opinions on changing the investment project of raised funds
The company plans to change the investment project of raised funds this time, which is a reasonable decision made according to the macro environment, project progress and the actual situation of the company’s operation, which is conducive to the interests of all shareholders. The changed project still belongs to the main business scope of the company. The change of the investment project with raised funds does not violate the company’s commitment on the investment project with raised funds and the relevant provisions of the CSRC, Shanghai Stock Exchange and the company on the use of raised funds, and is in line with the company’s development strategy. The above proposal has been deliberated and adopted at the 8th meeting of the 6th board of directors of the company, and the necessary decision-making procedures have been performed. Therefore, we agree to make changes to the project and submit it to the shareholders’ meeting for deliberation.
12、 Independent opinion on the renewal of the 2022 financial report and internal control audit institution
Deloitte Touche Tohmatsu (special general partnership) has the experience and ability to provide audit services for the company, can meet the audit requirements of the company, and will not harm the interests of the company and all shareholders. Deloitte Huayong worked diligently, independently, objectively and impartially as the company’s financial report and internal control audit institution, and has the ability and requirements to continue to provide annual audit services for the company; We agree to continue to appoint Deloitte Huayong as the auditor of the company’s financial report and internal control in 2022, and agree to submit the matter to the general meeting of shareholders for deliberation.
Independent directors: Ming Huang, Xu Jingchang and Liu Shian April 20, 2022
