Huatai United Securities Co., Ltd
About 360 Security Technology Inc(601360)
Using part of the idle funds raised by non-public offering of a shares
Verification opinions on cash management
Huatai United Securities Co., Ltd. (hereinafter referred to as “Huatai United Securities”) as the sponsor of 360 Security Technology Inc(601360) (hereinafter referred to as ” 360 Security Technology Inc(601360) “, “company” or “listed company”) for non-public issuance of A-share shares in 2018, in accordance with the administrative measures for securities issuance and listing recommendation business, the stock listing rules of Shanghai Stock Exchange According to the relevant provisions of the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies, after careful due diligence, the matters of 360 Security Technology Inc(601360) this plan to use some idle raised funds from non-public offering of A-Shares for cash management are carefully verified. The specific verification is as follows:
1、 Basic information of raised funds
According to the reply on the approval of 360 Security Technology Inc(601360) non-public Development Bank shares (zjxk [2020] No. 656) issued by China Securities Regulatory Commission, 360 Security Technology Inc(601360) issued 381308030 ordinary shares to specific objects at an issue price of 12.93 yuan per share. The total amount of funds raised in this issue is 493031282790 yuan, after deducting the issuance expenses excluding value-added tax of 9164123693 yuan, The net amount of raised funds is 483867159097 yuan.
The above raised funds have been fully paid on December 23, 2020. Zhongshen Zhonghuan Certified Public Accountants (special general partnership) verified the availability of raised funds and issued 360 Security Technology Inc(601360) capital verification report (Zhonghuan Yan Zi [2020] No. 8001).
In order to standardize the management of raised funds, all the above raised funds have been deposited in the special account for raised funds after they are received. The company has signed the tripartite supervision agreement on the storage of special account for raised funds with the sponsor and the commercial bank storing the raised funds.
2、 Use of raised funds and idle reasons
(I) use of raised funds
1. According to the 2018 plan for non-public development of A-Shares (revised for the third time), the company
Project name total investment planned to be invested raised fund No. (10000 yuan) (10000 yuan)
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 5032975044476350
4360 intelligent search and commercialization project 186443067711691
5 360 interactive entertainment platform project 99338394863214
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 13239920595118941
2. 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, which respectively deliberated and adopted the proposal on using raised funds to replace self raised funds invested in advance, and the independent directors and recommendation institutions of the company expressed their consent, It is agreed that the company will use the raised funds of RMB 104488513028 to replace the self raised funds that have been invested in the investment projects of the raised funds and paid the issuance expenses in advance. The details are as follows:
Unit: 10000 yuan
Project Name: proposed investment of raised funds self raised funds pre investment of proposed replacement amount
1 360 big data center construction project 4447635062927046292704
2 360 intelligent search and commercialization item 771169116 Jiangxi Changyun Co.Ltd(600561) 660056
3 360 interactive entertainment platform project 486321424027132402713
Total 570512551035547310355473
Note: as of April 30, 2021, the issuance expenses paid by the company with self raised funds are 933783028 yuan (excluding value-added tax). According to the capital verification report issued by China audit Zhonghuan Certified Public Accountants (special general partnership), the above expenses have been listed as issuance expenses and deducted from the total amount of raised funds.
3. 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. The independent directors and the recommendation institution of the company expressed their consent, which has yet to be submitted to the general meeting of shareholders for deliberation. The details of the company’s raised investment projects after the change are as follows:
Unit: 10000 yuan
Planned input to be input
Project Name: total investment amount raised fund amount raised fund amount
1 360 Cyberspace Security R & D center project 237361022340301223403012
2 360 new generation AI innovation R & D center project 2232305178 Shenzhen China Bicycle Company (Holdings) Limited(000017) 80000
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.
(II) reasons for idle raised funds
After the change of the project invested with raised funds, the new project after the change needs a certain construction cycle. According to the construction progress of the project invested with raised funds, some of the raised funds are temporarily idle at this stage.
3、 Basic information of cash management by using some idle raised funds this time
(I) investment purpose
In order to further improve the use efficiency of funds, make rational use of idle raised funds and increase the income of idle raised funds, on the premise of not affecting the construction of investment projects with raised funds, the company’s cash management of idle raised funds can increase capital benefits, better maintain and increase the value of the company’s funds, protect the interests of the company’s shareholders and seek better investment returns for shareholders.
(II) investment quota and term
The management of the company plans to use the idle raised funds of no more than 2 billion yuan (including this amount) for cash management within 12 months from the date of approval by the board of directors. Within the above quota and validity period, the capital quota can be used on a rolling basis. The cash management of idle raised funds shall be returned to the special account for raised funds upon expiration.
(III) investment varieties
On the premise of ensuring liquidity and capital security, the company plans to purchase principal guaranteed financial products (including but not limited to agreement deposits, call deposits, large certificates of deposit, structured deposits, etc.), and the single investment period of the above products shall not exceed 12 months. The company does not change the purpose of the raised funds in a disguised form. Investment products shall not be pledged, and the special settlement account for products shall not deposit non raised funds or be used for other purposes.
(IV) implementation mode
Within the limit, the management of the company is authorized to exercise the investment decision-making power and sign relevant contract documents, including but not limited to: selecting qualified professional commercial banks as the trustee, specifying the amount and period of entrusted wealth management, selecting the variety of entrusted wealth management products, signing contracts and agreements and other legal documents. The specific investment activities of the company shall be organized and implemented by the financial department of the company. The company will timely perform the obligation of information disclosure in accordance with the relevant provisions of the CSRC and Shanghai Stock Exchange, will not change the purpose of the raised funds in a disguised form, and will manage and use the funds in strict accordance with the requirements of the CSRC and Shanghai Stock Exchange on the regulatory measures for the raised funds. After the cash management expires, it will be returned to the special account for the raised funds.
4、 Impact on the company
The company plans to use part of the temporarily idle raised funds for cash management, which is implemented on the premise of ensuring the funds required by the company’s raised investment projects and the safety of the raised funds. It will not affect the normal turnover needs of the company’s daily funds and the normal operation of the raised funds projects, nor the normal development of the company’s main business. At the same time, timely cash management of some temporarily idle raised funds can obtain certain investment income and seek more investment returns for the company and shareholders.
5、 Investment risk and risk control measures
(I) investment risk
The company uses idle raised funds for cash management, and will choose principal guaranteed financial products and other relevant low-risk investment products with a period of no more than 12 months. However, the financial market is greatly affected by the macro economy, and there may be certain investment risks due to policy changes, market fluctuations, force majeure, accidents and other factors.
(II) risk control measures
According to the requirements of relevant laws and regulations, the company has formulated the following internal control measures:
1. The company will strictly abide by the principle of prudent investment and choose low-risk investment varieties. It shall not be used for securities investment, and shall not purchase financial products with stocks, derivatives and unsecured bonds as investment objects.
2. The Finance Department of the company will timely analyze and track the investment direction of financial products and the progress of the project. If it is found that there are risk factors that may affect the safety of the company’s funds, it will take corresponding measures in time to control the investment risk. 3. The Audit Department of the company shall conduct daily supervision on the use and custody of financial funds, and regularly audit and verify the use of financial funds.
4. The company’s independent directors, the board of supervisors and the recommendation institution have the right to supervise and inspect the use of funds, and can hire professional institutions to audit when necessary.
5. The company will disclose the purchase and profit and loss of financial products during the reporting period in the regular report in accordance with the relevant provisions of Shanghai Stock Exchange.
6、 Review procedures for implementation and relevant special opinions
On April 20, 2022, the eighth meeting of the sixth board of directors and the sixth meeting of the sixth board of supervisors respectively deliberated and approved the proposal on the use of some idle raised funds for cash management, and agreed that the company would use idle raised funds with an amount not exceeding RMB 2 billion (including this amount) for cash management. Independent directors also expressed their independent opinions with explicit consent.
7、 As of the date of issuance of this verification opinion, the company has used idle raised funds for entrusted financial management in the last 12 months
Amount: 10000 yuan
Accumulated investment amount of sequential financial products actual investment amount actual recovered principal actual income unrecovered size principal amount
1. Bank large deposit 2625 Fiyta Precision Technology Co.Ltd(000026) 15 Fiyta Precision Technology Co.Ltd(000026) 25 China Greatwall Technology Group Co.Ltd(000066) 1308 0 documents
Total 2625 Fiyta Precision Technology Co.Ltd(000026) 15 Fiyta Precision Technology Co.Ltd(000026) 250000 6
