Stock Code: 360 Security Technology Inc(601360) stock abbreviation: 360 Security Technology Inc(601360) No.: 2022021 360 Security Technology Inc(601360)
Announcement on the forecast of daily connected transactions in 2022
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 content tips:
The daily connected transactions of the company in 2022 are expected to be submitted to the general meeting of shareholders for deliberation.
The daily related party transactions expected to occur between the company and related parties in 2022, including purchasing and selling goods, receiving and providing labor services, leasing and other services, are required by the company's daily business activities and have no significant impact on the company's normal operation and financial status. Daily related party transactions are not expected to affect the independence of the company, and the company's main business will not rely on related parties.
1、 Basic information of daily connected transactions
(I) review procedures for the performance of daily connected transactions
360 Security Technology Inc(601360) (hereinafter referred to as "the company") deliberated and adopted the proposal on the prediction of daily connected transactions in 2022 at the 8th meeting of the 6th board of directors held on April 20, 2022. The daily related party transactions between the company and related parties in this year, including purchasing and selling goods, receiving and providing labor services, leasing and other services, are estimated. The total amount of daily related party transactions in this year is expected to not exceed RMB 1160 million. Related directors Mr. Zhou Hongyi and Mr. Zhang Bei avoided voting, and this proposal still needs to be submitted to the general meeting of shareholders for deliberation.
The independent directors of the company have approved the relevant matters of this proposal in advance: after full review, we believe that the estimated amount of daily connected transactions in 2022 is due to the needs of the company's normal operation, the connected transactions operate according to the market-oriented principle, the price of connected transactions is fair and reasonable, and in line with the provisions of relevant laws and regulations and the articles of association, It does not damage the interests of the company and other shareholders, especially the interests of minority shareholders and non affiliated shareholders, and will not affect the independence of the company. Agree to submit the above proposal to the board of directors of the company for deliberation.
In addition, the independent directors of the company express independent opinions on matters related to this proposal as follows:
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 the company's daily connected transactions in 2022 to the general meeting of shareholders for deliberation and determination.
The audit committee of the board of directors of the company issued the following opinions:
The daily related party transactions between the company and related parties are formulated according to the needs of the company's daily operation and business development, and comply with the principles of good faith, fairness and impartiality. The transaction price is fair according to the market price, which will not have a significant impact on the company's financial status and operation, damage the interests of other shareholders, affect the independence of the company, and will not rely on related parties due to such transactions.
(II) prediction and implementation of the previous daily connected transactions
Unit: RMB ten thousand yuan
The reason for the large difference between the actual estimated amount and the actual amount of the related party in 2021
The controlling shareholder Tianjin Qixin Zhicheng Technology Co., Ltd. and its controlled companies (excluding the listed company 3 Shenzhen Sdg Information Co.Ltd(000070) 52) further control the cost related to flow procurement
Purchase from related parties (outside the company)
Raw materials Zhou Hongyi and his family members control, serve as directors or senior managers of the company (except control)——
And labor services of shareholders who purchase shares and companies controlled by them and listed companies
Companies controlled by directors, supervisors and senior managers of the company (except listed companies) 1 China Tianying Inc(000035) 5——
The controlling shareholder Tianjin Qixin Zhicheng Technology Co., Ltd. and the company controlled by it (except for the company controlled by Zhou Hongyi and his family members as directors or senior managers) sell the company controlled by Zhou Hongyi and his family members (except for the company controlled by him)
Products, commercial shareholders and their controlled companies and listed companies (other than) 2 Shenzhen Kaifa Technology Co.Ltd(000021) 941——
Product and delivery
Companies that serve as directors, supervisors and senior managers of labor companies (except listed companies) 100038——
Lessee's controlling shareholder Tianjin Qixin Zhicheng Technology Co., Ltd. and its controlled companies (excluding listed companies 1200011170)——
(outside the company)
Other companies in which the directors, supervisors and senior managers of the company control, serve as directors or senior managers (except listed companies)——————
Total 10600045271——
(III) estimated amount and category of daily connected transactions
Unit: RMB 10000
The proportion of related party transactions in similar industries in 2022 is quite different from the expected amount and actual amount of similar industries in 20222021. The reason for the proportion of estimated amount and actual amount of related parties in easy category in the quarter
(%) amount (%)
To the related controlling shareholder Tianjin Qixin Zhicheng Technology Co., Ltd. and its controlled companies (except 3 China Greatwall Technology Group Co.Ltd(000066) .67 387705294.71
Person purchasing listed company (other than)
Raw materials companies controlled by Zhou Hongyi and his family members and serving as directors or senior managers 500011.11-39 0.52
And purchase (except for controlling shareholders and companies controlled by them and listed companies)
Companies controlled by directors, supervisors and senior managers of labor companies (except listed companies, considering the actual needs of business development and avoiding the impact of daily companies) 1000022.22 99 355 4.77 insufficient estimated amount of related party transactions, resulting in transaction losses
There is a large difference in the amount of 2 Netac Technology Co.Ltd(300042) .59 727467617.54 to the related controlling shareholder Tianjin Qixin Zhicheng Technology Co., Ltd. and the companies controlled by it (except for the limit, the estimated amount is different from the actual golden man sales of Listed Companies in the previous year).
Products, companies controlled by Zhou Hongyi and his family members, directors or senior managers 3 China Fangda Group Co.Ltd(000055) .5659972194182.31
Commodities and (except controlling shareholders and companies controlled by them and listed companies)
Companies providing directors, supervisors and senior managers of labor companies (except listed companies 1000 1.85 27 38 0.14)
Business (outside the company)
Tianjin Qicheng Technology Co., Ltd. and its controlling shareholder: 26100
Limited companies and companies controlled by them (except listed companies)
Companies controlled by directors, supervisors and senior managers of other companies (except listed companies 500100-none)
(outside the company)
Total 116000 - 993145271 --——
2、 Introduction and relationship of main related parties
(I) controlling shareholder: Tianjin Qixin Zhicheng Technology Co., Ltd. (hereinafter referred to as "Qixin Zhicheng") 1. Basic information of Qixin Zhicheng
Company name: Tianjin Qixin Zhicheng Technology Co., Ltd
Legal representative: Zhou Hongyi
Registered capital: 57532945 million yuan
Company type: limited liability company
Address: No. 9-3-401, No. 39, Gaoxin Sixth Road, Binhai Science Park, Binhai high tech Zone, Tianjin
Business scope: scientific research and technical services; Information transmission, software and information technology services Business services; Wholesale and retail (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
2. Association description
As of the date of this announcement, Qixin Zhicheng has become the controlling shareholder of the company. According to the stock listing rules of Shanghai Stock Exchange, Qixin Zhicheng and other enterprises under its control are the affiliated legal persons of the company.
3. Performance capability analysis
The company maintains normal business transactions with the above related parties, and the related party transactions are executed in accordance with the signed business contracts. Up to now, the execution is good. The risk of loss of the company due to the failure of related parties to perform the contract is small. 4. Financial status of the last year
Unit: RMB 10000
December 31, 2021 annual
Total assets net assets main business income net profit
2,978572.87 2,530775.06 0 -34,908.57
The above data have not been audited.
(II) actual controller: Mr. Zhou Hongyi
1. Basic information of Mr. Zhou Hongyi
Name: Zhou Hongyi
Gender: Male
Nationality: Chinese
ID number: 610103197010
Address: Yanbei Park, Peking University, Haidian District, Beijing
Mailing address: Building 2, Beijing Electronic Zone High-Tech Group Co.Ltd(600658) International Electronic headquarters, yard 6, Jiuxianqiao Road, Chaoyang District, Beijing
Have permanent overseas residency: no
2. Association description
As of the date of this announcement, Mr. Zhou Hongyi directly holds 11.49% of the shares of the company, indirectly controls 46.14% of the shares of the company through Qixin Zhicheng, and controls 57.63% of the shares of the company in total. He is the actual controller of the company. According to the Listing Rules of Shanghai Stock Exchange, Mr. Zhou Hongyi is an affiliated natural person of the company, and other enterprises under his control are affiliated legal persons of the company.
3. Performance capacity
