Stock Code: 360 Security Technology Inc(601360) stock abbreviation: 360 Security Technology Inc(601360) No.: 2022023 360 Security Technology Inc(601360)
Announcement on the estimated guarantee amount between the company and its subsidiaries 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:
Name of the guaranteed: 360 Security Technology Inc(601360) and its wholly-owned subsidiaries and holding subsidiaries
The amount of this guarantee and the balance of the guarantee actually provided: (1) it is proposed to apply for a comprehensive bank credit line with a total amount of no more than 22 billion yuan in 2022, and provide corresponding guarantees: the upper limit of mutual credit external guarantee between wholly-owned subsidiaries is 10 billion yuan; The maximum amount of credit external guarantee provided by other holding subsidiaries to each other is RMB 2 billion, and the total amount of credit related external guarantee does not exceed RMB 12 billion. In addition, the total amount of credit guarantee provided by wholly-owned subsidiaries for the company shall not exceed RMB 10 billion; (2) In 2022, the company plans to provide guarantees for the daily operation needs of wholly-owned subsidiaries and holding subsidiaries, with a maximum guarantee amount of 300 million yuan, including 50 million yuan for wholly-owned subsidiaries and holding subsidiaries with an asset liability ratio of more than 70% and 250 million yuan for wholly-owned subsidiaries and holding subsidiaries with an asset liability ratio of no more than 70%. As of the date of this announcement, the guarantee balance actually provided by the company and its subsidiaries is RMB 90 million (assuming the corresponding residual risks of investment in Tianjin Jincheng Bank Co., Ltd.).
There is no counter guarantee in this guarantee, and there is no overdue external guarantee in the past
This matter needs to be examined and approved by the general meeting of shareholders of the company
1、 Overview of guarantee
According to the strategic development plan and daily business needs, 360 Security Technology Inc(601360) (hereinafter referred to as “the company”) held the 8th meeting of the 6th board of directors on April 20, 2022, deliberated and adopted the proposal on the prediction of guarantee amount between the company and its subsidiaries in 2022. In 2022, it is proposed to apply for a comprehensive bank credit line with a total amount of no more than 22 billion yuan and provide corresponding guarantees: the maximum amount of mutual credit external guarantee provided by wholly-owned subsidiaries is 2 billion yuan, and the total amount of credit related external guarantee is no more than 12 billion yuan. In addition, the total amount of credit guarantee provided by wholly-owned subsidiaries for the company does not exceed RMB 10 billion, which does not belong to the scope of external guarantee. The above quota can be adjusted in the corresponding detail category. The mortgage and pledge provided by the company or its subsidiaries for their application for comprehensive bank credit are not within the above expected limit. In 2022, the company plans to provide guarantees for the daily operation needs of wholly-owned subsidiaries and holding subsidiaries, with a maximum guarantee amount of 300 million yuan, including 50 million yuan for wholly-owned subsidiaries and holding subsidiaries with an asset liability ratio of more than 70% and 250 million yuan for wholly-owned subsidiaries and holding subsidiaries with an asset liability ratio of no more than 70%.
The validity period of the above guarantee is 12 months from the date of deliberation and approval by the general meeting of shareholders. The specific guarantee period of each guarantee is subject to the relevant guarantee contracts signed by the company and its subsidiaries with banks and other relevant subjects. Within the above limit, no separate board of directors or general meeting of shareholders will be held for external guarantee. The company plans to authorize the management to select specific cooperative banks within the above limit according to the financing cost and the credit status of each bank, make decisions on the new external guarantee and the extension or renewal of the original external guarantee within the external guarantee limit, and sign relevant agreements and other necessary documents.
This matter needs to be submitted to the general meeting of shareholders for deliberation.
2、 Basic information of the guaranteed
(Ⅰ) 360 Security Technology Inc(601360)
1. Registered address: Industrial incubation-1, 2-501 north, No. 18, Haitai West Road, Huayuan Industrial Zone, Tianjin
2. Legal representative: Zhou Hongyi
3. Business scope: general items: Internet security services; Internet equipment sales; Internet data services; Industrial Internet data service; Advertising design and agency; Software development; Information consulting services (excluding licensed information consulting services); Retail of computer software, hardware and auxiliary equipment; Wholesale of computer software, hardware and auxiliary equipment; Advertising production; Advertising release (non radio, television and newspaper publishing units); Conference and exhibition services; Non residential real estate leasing; Asset management services invested by self owned funds; Engaging in investment activities with its own funds; Big data services; Technical services, technical development, technical consultation, technical exchange, technology transfer and technology promotion. (except for the items that must be approved according to law, the company shall independently carry out business activities according to law with its business license). License project: Internet information service; Class I value-added telecommunications services; Basic telecommunication services; The second category of value-added telecommunications services; Network culture management; Technology import and export; Import and export of goods. (for projects that must be approved according to law, business activities can be carried out only with the approval of relevant departments. The specific business projects shall be subject to the approval documents or licenses of relevant departments)
4. Main financial data:
Unit: RMB thousand
Project name December 31, 2021 project name year of 2021
Total assets 42039484 operating income 10885832
Current liabilities 6458037 net profit attributable to shareholders of the parent company 902239
Total liabilities 7079848
Ownership attributable to the parent company 35006521
benefit
The above financial data are the consolidated financial statements of the company and have been audited by Deloitte Touche Tohmatsu (special general partnership). (II) basic information of other guaranteed parties
As the company has many wholly-owned and holding subsidiaries, the basic information of relevant companies is shown in the attached table.
3、 Main contents of the guarantee agreement
The validity period of the amount of guarantee provided this time is within 12 months from the date of deliberation and approval by the general meeting of shareholders. The specific guarantee period of each guarantee is subject to the relevant guarantee contracts signed by the company and its subsidiaries with banks and other relevant subjects.
4、 Opinions of the board of directors
The board of Directors believes that the guarantee amount is expected to be based on the company’s strategic development plan and daily business needs, in line with the relevant provisions of the regulatory authorities on the external guarantee of listed companies and the relevant requirements of the company, and there is no damage to the interests of the company. The guaranteed objects are the company and its subsidiaries, and the overall risk is controllable.
5、 Independent opinions of independent directors
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.
6、 Verification opinions of the recommendation institution
After verification, the sponsor believes that: in 2022, the financial risk that the company intends to provide guarantee for the company and its subsidiaries to apply for comprehensive credit line from the bank and to provide guarantee for the daily business 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. The recommendation institution has no objection to the estimated amount of guarantee between the company and its subsidiaries in 360 Security Technology Inc(601360) 2022.
7、 Accumulated external guarantees and overdue guarantees
As of the disclosure date of this announcement, the listed company and its wholly-owned and holding subsidiaries have a total external guarantee balance of 90 million yuan (undertaking the corresponding residual risks of investing in Tianjin Jincheng Bank Co., Ltd.). The above matters have been deliberated and approved at the second extraordinary general meeting of shareholders in 2020, and there is no overdue guarantee.
8、 Online announcement attachment
Basic information of the company’s main wholly-owned subsidiaries and holding subsidiaries.
It is hereby announced.
360 Security Technology Inc(601360) board of directors April 22, 2022
Attached table: basic information of the company’s main wholly-owned subsidiaries and holding subsidiaries
Unit: thousand yuan
No. company name company type main business registered capital total assets net assets net profit
1 360 Security Technology Inc(601360) Technology Group Co., Ltd. (wholly owned by legal person) Internet advertising and services, technology development 20 China Vanke Co.Ltd(000002) 7250357124683873281648 and services
2 360 Security Technology Inc(601360) smart technology (Tianjin) Co., Ltd. (wholly owned by legal person) urban safety, technology development and service 20 Digital China Group Co.Ltd(000034) 3125335667 (197564)
3 Tianjin 360 Security Technology Inc(601360) Anfu Technology Co., Ltd. (wholly owned by legal person) network security, technology development and service 1 Shenzhen Fountain Corporation(000005) 195573817402 (42549)
4 Qiyi software (Beijing) Co., Ltd. (sole proprietorship of legal person) Internet value-added service 60 Shenzhen Worldunion Group Incorporated(002285) 604342 (831)
5 360 Security Technology Inc(601360) network security technology (Zhuhai Hengqin) Co., Ltd. (non natural person invests in urban security, technology development and service 10 Ping An Bank Co.Ltd(000001) 028771019061906 Co., Ltd. or wholly owned by the holding legal person)
6 Suzhou 360 Security Technology Inc(601360) Intelligent Security Technology Co., Ltd. (invested by non natural person in network security, technology development and service 5 Shenzhen Centralcon Investment Holding Co.Ltd(000042) 597 40482 (6778) or wholly owned by the holding legal person)
7 Beijing Qihu Technology Co., Ltd. (sole proprietorship of legal person) technology development and service 5 Shenzhen Zhenye(Group)Co.Ltd(000006) 527363426053074029 main subsidiary 8 Beijing World Xinghui Technology Co., Ltd. (sole proprietorship of legal person) Internet value-added service 1 Konka Group Co.Ltd(000016) 52900885926151515 company 9 Beijing Yuantu Technology Co., Ltd. (sole proprietorship of legal person) technology development and service 2 Wuhan East Lake High Technology Group Co.Ltd(600133) 627133490 (351)
10 Beijing Hongxiang Technical Service Co., Ltd. (sole proprietorship of legal person) technology development and service 1 Shahe Industrial Co.Ltd(000014) 75894 (186012) (16)
