Huatai United Securities Co., Ltd
About 360 Security Technology Inc(601360)
Verification opinions on daily related party transactions, guarantee amount between the company and subsidiaries and shareholders' shares in 2022
Huatai United Securities Co., Ltd. (hereinafter referred to as "Huatai United Securities" or "sponsor") as the sponsor of 360 Security Technology Inc(601360) (hereinafter referred to as " 360 Security Technology Inc(601360) ", "company" or "issuer") for non-public offering of shares in 2018, in accordance with the administrative measures for listing and recommendation business of securities development bank and the rules for listing of shares of Shanghai Stock Exchange In accordance with the provisions of laws and regulations such as self regulatory guidelines for listed companies of Shanghai Stock Exchange No. 11 - continuous supervision, the expected daily related party transactions in 360 Security Technology Inc(601360) 2022, the expected amount of guarantee between the company and its subsidiaries and the shareholders' shares have been verified. The verification results are as follows:
1、 Estimated daily related party transactions in 2022
(I) basic information of daily connected transactions
1. Review procedures for the performance of daily connected transactions
At the 8th meeting of the 6th board of directors held on April 20, 2022, the company deliberated and adopted the proposal on the prediction of daily connected transactions in 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.
2. Prediction and implementation of the previous daily connected transactions
Unit: RMB 10000
If the actual estimated amount of the related party in 2021 differs greatly from the actual amount in 2021, the amount between the estimated amount of the original trade category is due to
The controlling shareholder Tianjin Qixin Zhicheng Technology Co., Ltd. and the companies controlled by it (except that the 3 Shenzhen Sdg Information Co.Ltd(000070) 52 companies further control the cost related to flow procurement, resulting in the purchase from companies in related cities)
Raw materials companies controlled by Zhou Hongyi and his family members and serving as directors or senior managers 500039——
And purchase (except for the controlling shareholders and the companies controlled by them and listed companies) the companies controlled by the directors, supervisors and senior managers of labor companies (except listed companies
(outside the company) 1 China Tianying Inc(000035) 5——
To the related controlling shareholder Tianjin Qixin Zhicheng Technology Co., Ltd. and the companies controlled by it (except for the 280004676 related parties who reduce the advertising business of listed companies and lead the sales of municipal companies)
Products, companies controlled by Zhou Hongyi and his family members, as directors or senior managers 2 Shenzhen Kaifa Technology Co.Ltd(000021) 941——
Commodities and (except for the controlling shareholders and the companies controlled by them and listed companies) companies providing labor services to the directors, supervisors and senior managers of the company (except listed companies)
External affairs department) 100038——
The lessee's controlling shareholder Tianjin Qixin Zhicheng Technology Co., Ltd. and its controlled companies (excluding 1200011170)——
City (outside the company)
Other companies that are under the control of the directors, supervisors and senior managers, or serve as directors or senior managers (except listed companies)——————
(outside the company)
Total 10600045271——
three
3. Estimated amount and category of this daily connected transaction
Unit: RMB 10000
The difference between the estimated amount and the actual amount of related party transactions in similar industries in 20222021 is easy. The reason for the large proportion of the estimated amount and the actual amount of related party transactions in the quarter
(%) amount (%)
Controlling shareholder Tianjin Qixin Zhicheng Technology Co., Ltd. and its controlled company 3 China Greatwall Technology Group Co.Ltd(000066) .67 387705294.71
Purchase from related parties (except listed companies)
Raw materials Zhou Hongyi and his family members control and serve as directors or senior managers 500011.11-39 0.52
And purchasing companies (except controlling shareholders and companies controlled by them and listed companies)
Companies controlled by directors, supervisors and senior managers of labor companies (in addition to considering the needs of actual business development and avoiding transactions caused by insufficient expected amount of regular connected transactions) 1000022.22 99 355 4.77
Limited to the related controlling shareholder Tianjin Qixin Zhicheng Technology Co., Ltd. and its controlled companies, the estimated amount is quite different from the actual sales amount of 2 Netac Technology Co.Ltd(300042) .59 727467617.54 in the previous year (except for listed companies).
30000 products, Zhou Hongyi and his family members control, directors or senior managers 55.5659972194182.31
Commodities and companies (except controlling shareholders and companies controlled by them and listed companies)
Companies providing directors, supervisors and senior managers of labor companies (except 1000 1.85 27 38 0.14)
Business (outside listed companies)
Actual controller of the lessee and its family members and controlling shareholder Tianjin Qixin zhichengke 165001 Goody Science & Technology Co.Ltd(002694) 11170100 none
Technology Co., Ltd. and its controlled companies (except listed companies)
Other companies in which the directors, supervisors and senior managers of the company control, serve as directors or senior managers (except 500 and 100 -- none)
Listed company (outside)
Total 116000 - 993145271——
four
1. 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 issuance of this verification opinion, 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
Total assets net assets main business income net profit
2,978572.87 2,530775.06 0 -34,908.57
Note: the above data has not been audited.
2. 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: Chaozhou, Beijing
