360 Security Technology Inc(601360) independent director
Independent opinions on the reply of Shanghai Stock Exchange to the inquiry letter on matters related to the company’s foreign investment
In accordance with the guiding opinions on the establishment of independent director system in listed companies, the guidelines for the governance of listed companies, the articles of association of 360 Security Technology Inc(601360) (hereinafter referred to as the articles of association) and the working system of independent directors of the company issued by the CSRC, as independent directors of 360 Security Technology Inc(601360) (hereinafter referred to as the “company”), we are carefully reviewing the relevant materials submitted by the board of directors of the company, Based on the introduction of the board of directors of the company and the inquiry of relevant personnel of the company, based on the principle of prudence and our objective and independent judgment, the independent opinions on the reply of the company to the inquiry letter of Shanghai Stock Exchange on matters related to the company’s foreign investment are as follows:
1. After consulting the partnership agreement of venture capital fund provided by the company, the payment notice issued by the general partner and relevant announcement documents, we believe that the company performs its capital contribution obligations in accordance with the relevant provisions of the partnership agreement.
2. After consulting the partnership agreement of venture capital fund provided by the company, the letter of commitment on capital contribution issued by Beijing Centergate Technologies (Holding) Co.Ltd(000931) development / Beijing Centergate Technologies (Holding) Co.Ltd(000931) capital and the bank receipt of the paid in capital contribution of Beijing Centergate Technologies (Holding) Co.Ltd(000931) capital phase II of 4.8 million yuan, we recognize the company’s description of the decision-making process and main considerations of differentiated payment arrangement. In view of the fact that the general partner Beijing Centergate Technologies (Holding) Co.Ltd(000931) capital of the venture capital fund has fulfilled all the capital contribution obligations, the limited partners have issued the commitment letter of capital contribution, and at present, the paid in capital contribution of the venture capital fund is deposited in the custody commercial bank, we believe that there is no situation that damages the interests of the listed company.
3. After consulting the notes on the work progress of Beijing Beijing Centergate Technologies (Holding) Co.Ltd(000931) gaojingjian venture capital fund, the minutes of the project establishment meeting of Beijing Beijing Centergate Technologies (Holding) Co.Ltd(000931) gaojingjian venture capital fund provided by the venture capital fund manager Beijing Centergate Technologies (Holding) Co.Ltd(000931) capital and the list of reserve projects provided by the company, we recognize the company’s description of its contribution progress and believe that the relevant description is in line with the actual situation.
4. After inquiring about the structure of venture capital fund and the operation mode of private equity fund by the relevant staff of the company’s fund business, combined with the work of venture capital fund, we recognize the company’s description of its contribution progress and believe that the relevant description is in line with the actual situation.
5. After consulting the announcements and documents related to the early non-public offering, combined with the actual situation of the company, we recognize the company’s description of the specific impact on the construction of the raised investment project, and believe that the information of the announcements and documents related to the early non-public offering is accurate and has fully prompted the relevant risks.
To sum up, the independent directors believe that there is no information that should be disclosed but not disclosed in the reply to the inquiry letter on matters related to the company’s foreign investment from Shanghai Stock Exchange, there is no difference between the actual situation and the disclosed information, and the company has fulfilled the obligation of information disclosure in accordance with the law.
Independent directors: Ming Huang, Xu Jingchang and Liu Shian January 25, 2022
