Huatai United Securities Co., Ltd
About 360 Security Technology Inc(601360) non-public offering
Verification opinions on changing the investment project of raised funds
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 measures for the administration of listed sponsor business of securities development bank and the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds of listed companies In accordance with the provisions of laws and regulations such as the Listing Rules of Shanghai Stock Exchange and the self regulatory guidelines for listed companies of Shanghai Stock Exchange No. 1 – standardized operation, the company has carefully and prudently verified the changes of the investment projects with raised funds. The verification results are as follows:
1、 Overview of changes in investment projects with raised funds
(I) basic information of raised funds
With the approval of the reply on approving 360 Security Technology Inc(601360) non-public Development Bank shares (zjxk [2020] No. 656) issued by the China Securities Regulatory Commission, 360 Security Technology Inc(601360) (hereinafter referred to as ” 360 Security Technology Inc(601360) “, “listed company” or “company”) issued 381308030 RMB ordinary shares at an issue price of 12.93 yuan per share, raising a total of 493031282790 yuan, After deducting the issuance expenses excluding value-added tax, the net amount of raised funds is RMB 483867159097. The availability of the above raised funds has been verified by Zhongshen Zhonghuan Certified Public Accountants (special general partnership), and the 360 Security Technology Inc(601360) capital verification report (Zhonghuan Yan Zi [2020] No. 8001) was issued on December 24, 2020.
In accordance with the relevant regulations of China Securities Regulatory Commission and Shanghai Stock Exchange, the company has implemented special account storage for the above-mentioned raised funds, and signed the tripartite supervision agreement on special account storage of raised funds with China Merchants Bank Co.Ltd(600036) Beijing Branch and China Merchants Bank Co.Ltd(600036) Shenzhen branch with the sponsor.
On June 21, 2021, the company held the second meeting of the sixth board of directors and the second meeting of the sixth board of supervisors, deliberated and adopted the proposal on replacing the self raised funds invested in advance with the raised funds respectively, and agreed that the company would replace the self raised funds invested in the investment projects of the raised funds and paid the issuance expenses with the raised funds of RMB 1044885100, of which, The replacement has invested 1035547300 yuan of self raised funds in the raised investment project in advance, and the issuance fee excluding value-added tax paid by the replacement with self raised funds is 9.3378 million yuan.
As of December 31, 2021, the company has actually used 10355473 million yuan of raised funds, all of which are self raised funds invested in raised projects in advance; The balance of raised funds is 3911634100 yuan (including 1085098 million yuan net of interest income of raised funds deducting bank charges).
(II) investment projects of the original raised funds
The planned investment of the company’s original non-public offering of shares and the actual investment of the raised funds as of December 31, 2021 are as follows:
Unit: 10000 yuan
No. project name total investment planned to be invested and raised cumulative amount of invested and raised funds amount of raised funds
1 360 Cyberspace Security R & D center project 84928515147969-
2 360 new generation AI innovation R & D center project 1456825111581940-
3 360 big data center construction project 50329750444763506292704
4 360 intelligent search and commercialization project 1864430677116911660056
5 360 interactive entertainment platform project 993383948632142402713
6 360 traffic anti fraud platform project 91543548760858-
7 360 smart children’s ecosystem project 94110012591576-
8 360 smart IOT project 52105224479236-
9 360 new smart city project 66543315506107-
Total 1323992059511894110355473
(III) investment projects of raised funds to be changed this time
Since the second half of 2021, the feasibility of all nine raised investment projects originally planned by the company has changed significantly. The main reasons are as follows: (1) the performance in the second half of 2021 is lower than expected, and the company needs to adjust the budget planning of various businesses. In the first half of 2021, Internet advertising and service business and Internet value-added service business declined due to the impact of macroeconomic environment and industry factors. The company did not change the raised investment projects out of the expectation of a better market environment and a rebound in performance in the second half of the year; In 2021, the actual operating revenue of the company’s Internet advertising and service business and Internet value-added service business were 6.306 billion yuan and 1.104 billion yuan respectively, and the performance was lower than expected. (2) At the beginning of 2022, the Internet industry analysis reports were released one after another. According to the latest industry situation, the company plans to adjust the capital allocation of various businesses.
According to the 2021 China Internet advertising data report, excluding Hong Kong, Macao and Taiwan, the growth rate of advertising revenue in the Internet industry has continued to decline in recent five years; Meanwhile, according to the data of the media think tank of the second hand system, the proportion of PC digital advertising traffic in all terminal traffic decreased from 12% in 2020 to 8% in 2021, a year-on-year decrease of 33%. (3) Since the second half of 2021, the company’s strategic upgrading has had an impact on the feasibility of raised investment projects. The company carried out strategic upgrading in the second half of 2021, released the strategic goal of building a national distributed security brain, upgraded the digital security strategy, released the first digital security framework system, and comprehensively transformed into a digital security company. Based on the above, the feasibility of the company’s originally planned raised investment projects has changed, and the company plans to re allocate funds according to the priorities of the projects.
The company plans to adjust 360 Cyberspace Security R & D center project, 360 new generation artificial intelligence innovation R & D center project and 360 big data center construction project, re plan the implementation subject, investment scale, construction cycle and construction content of the project (see “II. Specific conditions and reasons for adjustment of some raised investment projects” in this verification opinion for details), and terminate the implementation of 360 intelligent search and commercialization project 360 interactive entertainment platform project, 360 traffic anti fraud platform project, 360 smart children’s ecosystem project, 360 smart IOT project and 360 new smart city project (see “III. specific conditions and reasons for termination of some raised investment projects” in this verification opinion for details). The investment amount of the raised funds to be changed this time is 3911634100 yuan, including the balance of the raised funds of 3803124300 yuan, and the net amount of the interest income of the raised funds deducting bank charges is 1085098 million yuan. After this re planning, the total investment of 360 Cyberspace Security R & D center project is planned to be 2373610200 yuan, and the raised fund is planned to be 234031200 yuan; 360 new generation AI innovation R & D center project, with a total investment of 223230500 yuan and a raised fund of 178 million yuan; 360 big data center construction project, with a total investment of 2022 Zhejiang Huatie Emergency Equipment Science & Technology Co.Ltd(603300) yuan, plans to use 2022 Zhejiang Huatie Emergency Equipment Science & Technology Co.Ltd(603300) yuan of raised funds (including 629270400 yuan of raised funds actually used in the early stage). The difference between the total amount of raised funds planned to be used and the total investment is planned to be made up with its own funds.
On April 20, 2022, the company held the 8th meeting of the 6th board of directors and the 6th meeting of the 6th board of supervisors, which respectively deliberated and adopted the proposal on changing the investment projects of raised funds, which will be submitted to the 2021 annual general meeting of shareholders of the company for deliberation. This change does not constitute a connected transaction. The details after the change are as follows:
Unit: 10000 yuan
Project name total investment planned to be invested in the raised capital amount to be invested in the raised capital number
1 360 Cyberspace Security R & D center project 237361022340301223403012
2. 2232305178 Shenzhen China Bicycle Company (Holdings) Limited(000017) 80000 core project in the innovative research and development of 360 new generation artificial intelligence
3 360 big data center construction project 2022 Zhejiang Dibay Electric Co.Ltd(603320) 22 Healthcare Co.Ltd(603313) 933329
Total 461944404540904539116341
Note: the amount of raised funds to be invested by the company in the above table is the balance of the special account for raised funds as of December 31, 2021. The amount of interest income generated by temporarily idle funds from January 1, 2022 to the completion of project construction deducting bank charges will also be invested in the construction of the above projects as needed.
2、 Specific conditions and reasons for the adjustment of some raised investment projects
(I) 360 Cyberspace Security R & D Center Project
1. Planned investment and actual investment of the original project
The 360 Cyberspace Security R & D center project is expanded and upgraded based on the characteristics of the traditional network security industry, including R & D in five aspects: system security, network security, Internet of things (IOT) security, big data security and industrial Internet security.
The construction period of the project is 2 years. It is planned to build a new office space in Tianjin Huayuan Industrial Park and carry out the project construction in the new office space; Before the construction of new office space is completed, the existing office space can be used or leased for project construction in advance. The implementation subject of the project is Beijing Qihoo Technology Co., Ltd. (hereinafter referred to as “Qihoo technology”), a wholly-owned subsidiary of the company. The proposed investment amount is 849285100 yuan, including 514796900 yuan from the raised funds.
As of the date of issuance of this verification opinion, the project has not been actually put into construction.
2. Specific reasons for change
In order to further adapt to the collectivization and high-end characteristics of network security threats and meet the new requirements of digital security development, the company made strategic adjustment in 2021, released the strategic goal of building a national distributed security brain at the ISC conference in July, upgraded the digital security strategy and released the first digital security framework system in December. In 2022, the company will start the first year of digital security and comprehensively transform into a digital security company. Based on the latest development strategy and R & D strategy, the company plans to adjust the investment scale and construction content of the project after careful research.
3. Specific content of change
(1) Implementation subject
The implementation subject of the project is proposed to be changed from Qihoo technology to 360 Security Technology Inc(601360) Digital Security Technology Group Co., Ltd. (hereinafter referred to as “digital security group”). Digital security group, a wholly-owned subsidiary of a listed company, is the core subject of the company to carry out government enterprise security business and security research and development.
(2) Investment scale
Since safety business is the strategic focus of the company at this stage, the investment of the project is increased to 2373610200 yuan. The details of the adjusted investment composition are as follows:
Unit: 10000 yuan
No. investment amount of investment project planned to be invested in raised funds amount of raised funds to be invested
1. Equipment purchase cost
