Text / Lei Jianping (WeChat ID: touchweb)
360 restructuring target Jiangnan Jiajie disclosed Huatai Securities yesterday submitted a supplementary report of independent financial advisers, the report disclosed 360 restructuring Jiangnan Jiajie specific details, including 360 will delay the launch of 3 billion U.S. dollars worth of privatization loan repayments and other information.
May 27, 2016 Qixin Zhicheng and China Merchants Bank Shenzhen Branch, Shanghai Pudong Development Bank Co., Ltd. Shenzhen Branch, Industrial Bank Beijing Branch, CITIC Bank Co., Ltd. Head Office Sales Department, Bank of Beijing Co., Ltd. Shenzhen Branch, Beijing Rural Commercial Bank Co., Ltd. signed the "Qihoo 360 privatization syndicated loan contract."
Pursuant to the Qihoo 360 Privatization Syndicated Loan Contract and its affiliated contracts, Qi Xin Zhicheng lent to the six banks such as China Merchants Bank for an equivalent of RMB3 billion (equivalent to RMB20.13 billion) with a term of seven years and a loan of 360 Privatization funds.
According to the "Qihoo 360 Privatization Syndicated Loan Contract," the loan is expected to be repaid every six months from December 2018 to June 2010 in 10 phases.
At present, after negotiating with the syndicate, 360 intends to change the principal repayments every six months from June 2020 to June 2023 in seven installments.
Up to now, it has obtained the consent letter of the syndicate members accounting for more than 2/3 of the loan amount, and the relevant supplementary agreement is being signed.
According to Thunder Di network understanding, similar to the 360 financial, mobile phones and other business, did not exist in the tactile system in Tianjin, that is, 360 reorganization of the success of the financial, mobile phone business temporarily not listed system.
Hongwei Zhou has the right to nominate more than half of the directors
Tianjin Qisi is a wholly foreign owned enterprise established by Qihoo 360 through its 100% -owned Hong Kong subsidiary Qiji International in the PRC. Qihoo 360 indirectly controls 100% of Tianjin Qisi through Qiji International.
Since the date of establishment of Tianjin Qisi and the delisting of Qihoo 360 outside China during the delisting period, Zhou Hongyi is the largest shareholder with the shareholding percentage of Qihoo 360 shares exceeding 35%, which has a significant impact on the resolution of Qihoo 360 Shareholders' General Meeting.
In addition, Zhou Hongyi has been the Chairman and CEO of Qihoo 360 since its establishment in Tianjin during the overseas delisting of Qihoo 360, the actual manager of the company.
As a result, Zhou Hongyi, the actual controller of Qihoo 360 and Tianjin Qisi since the establishment of Tianjin Qisi and the delisting of Qihoo 360 overseas.
Qihoo 360 delisting in the process, due to a wholly owned subsidiary of Qixin Tongda merger with Qihoo 360, Qiji International and Tianjin Qisi become Oddone indirectly held a 100% stake in the subsidiary.
Qihoo 360 withdraw from the market after the termination of the merger of Tianjin Qisi Qi Odd Mastery, Zhou Hongyi directly holds Odd Trust 12.90% stake, and through the letter Zhicheng and Tianjin UTS actually control Odyssey 54.78% stake.
Pursuant to the Shareholders' Agreement of Qixin Zhicheng Technology Co., Ltd. and the subsequent supplemental agreement signed by the shareholders of Qixin Zhicheng on March 31, 2016, the shareholders of Qixin Zhicheng should exercise their voting rights Any matters, Qi Xin Zhicheng agreed should be based on the instructions of Zhou Hongyi vote.
Therefore, during this period, Zhou Hongyi continued to be the actual controller of Tianjin Qisi. Since Tianjin Qisi merged with Oddone, up to now, Zhou Hongyi holds 12.90% equity of Tianjin Qixi directly and actually controls 54.78% equity of Tianjin Qixin through Oddty Zhicheng and Tianjin Zhongxin. On March 21, 2017, the entire share capital of Tianjin Qisi Jingzhu was changed to a joint stock limited company.
According to the "Articles of Association" of Oddly Access and 360, the board of directors consists of seven directors, of whom Zhou Hongyi has the right to nominate a majority of (four) directors. Therefore, during this period, Zhou Hongyi continued to be the actual controller of the underlying company.
In summary, the subject company since its establishment, the actual controller did not change.
On January 1, 2014, Qihoo 360's board of directors consisted of 9 members including Zhou Hongyi, with Zhou Hongyi as its chairman. On March 3, 2015, Tianjin Qisi shareholders made a decision, agreed to set up a board of directors, and elected Qi Xiangdong as the chairman of the board.
360 predecessor of Tianjin Qisi. Tianjin Qisi was originally a wholly foreign owned enterprise established by Qihoo 360 through its 100% -owned Hong Kong subsidiary Qiji International in the PRC.
Qihoo 360 indirectly controls 100% of Tianjin Qisi through Qiji International and manages the daily operation of Tianjin Qisi.
Beginning of the reporting period From January 1, 2014 to the expiry of Qihoo 360's delisting on January 1, 2014, according to the "Articles of Association" of Tianjin Qisi, the shareholder of Tianjin Qisi is the power organ of the company and has the power to elect and replace directors and decide on the directors Remuneration matters.
Therefore, during the above period, the directors and senior management of Tianjin Qisi are finalized by Qihoo 360, and Tianjin Qisi and Qihoo 360 are the same controlled enterprises.
After Qihoo 360 delisted overseas, core members of the board of Qihoo 360, namely Zhou Hongyi, SHEN NANPENG, XUN CHEN and MING HUANG were elected as directors of the underlying company.
Senior executives of the underlying companies, including Zhou Hongyi, Yao Jue, Chen Jie, Yang Chao, Tan Xiaosheng, Liao Qinghong, Qu Bing, Shi Xiaohong and Zhang Fan, are also senior executives of Qihoo 360 before delisting.
Qihoo360 before delisting, Tianjin Qi Si business executives and executives registered by the Qihoo360 final decision and the appointment of its daily operations by Qihoo360 unified management.
Qihoo360 delisting after the Tianjin Qisi directors and senior managers from the original Qihoo360 core board members and key management team members and business personnel to replace the backbone, Tianjin Qisi and 360 operating stability.
Of course, Raytheon network found that the former president of 360 listed companies Qi Xiangdong, co-CFO Xu Jianli has been the subject of the list of senior management staff.
Mobile finance and other businesses outside of Keats in Tianjin
As of July 15, 2016, during the overseas delisting transaction delivery, the ownership structure of Qihoo 360 As of July 15, 2016, the shareholding structure of Qihoo 360 during the delisting of overseas delisting transactions
As of March 31, 2017, all 360 subsidiaries' control agreements have been terminated and equity transfer completed.
360 is principally engaged in the research and development of Internet security technologies, the design, development and promotion of Internet security products, as well as the commercialization of Internet advertising and services based on Internet security products, Internet value-added services and intelligent hardware businesses. The restructuring will involve 360 Business all the assets, business restructuring into its system.
To focus 360's main business, Qihoo 360 body and 360 main business irrelevant business retained in Tianjin Qisi system.
After the completion of the reorganization, the assets and businesses of Tianjin Qisi System include: Qixin Fuzheng and its subsidiaries, whose principal business is financial business; Qixin Jiankong and its subsidiaries, which are mainly engaged in the medical and health business;
Oddty Eurocon and its subsidiaries, mainly engaged in mobile desktop business; Oddwisdom Intelligence and its subsidiaries, mainly engaged in mobile phone research and development and sales business; Odd-Feixiang Arts and its subsidiaries, mainly engaged in property management.
Zhou Hongyi controlled a total of 63.7% stake in listed companies
After the completion of this transaction, Qi Xin Zhicheng will hold 48.74% of the total share capital of listed companies, the controlling shareholder of listed companies.
Zhou Hongyi directly holds 12.14% shares of the listed company, indirectly controls 48.74% shares through Qi Xin Zhicheng, indirectly controls 2.82% shares of the listed company through Tianjin Zhongzhixin and controls 63.7% shares of the listed company in aggregate, which is the de facto controller of the listed company.
In the year 2017, the estimated revenue from main operations was RMB11.97 billion. From January to September 2017, unaudited revenue from principal operations was approximately RMB8.45 billion.
360 All shareholders undertook that the net profits of the underlying assets in the four years of 2017, 2018, 2019 and 2020 shall not be less than RMB2,200 million, RMB2,900 million, RMB3,800,000,000 and 415,000 respectively Million.
360 to undertake the co-payment obligations of 150 million USdollars less likely
In June 2017, Zhou received a Red 5 Singapore Pte. Ltd. (Hereinafter referred to as "Red 5") sent a letter of notification.
According to the notification letter, Red 5 has referred System Link Corporation Limited (hereinafter referred to as "System Link"), Qifei International and Qihoo 360 to Shanghai as a result of the "Licensing and Distribution Agreement" dispute over "Fire Falls Fire fall" City High People's Court, and requested the defendants to pay a guaranteed sum of 150 million US dollars.
According to the confirmation from 360, it received the case materials filed by Shanghai Intellectual Property Court on December 14, 2017, but was not received by court before.
According to the procedural materials received at 360, on November 21, 2016, Red 5 sued defendants System Link, Qifei International, Qihoo 360 and the third party City Channel Limited for use of the copyright-based contract dispute as a license to the Shanghai Higher People's Court (Referred to as "City Channel"), long fire odd days Information Technology (Shanghai) Co., Ltd., Shanghai proud Chi Network Technology Co., Ltd.
Red 5 considers it authorizing it to issue and operate the game in August 2014 with System Link (a joint venture between Qifei International and City Channel) "Firefall" sign a five-year "License and Distribution Agreement" that stipulates the validity of the contract System Link each year to the Red 5 payment guarantee at the end, totaling 150 million US dollars.
However, System Link failed to pay any plaintiff Red 5 game revenue share, including the floor share, and Qifei International and Qihoo 360 sent a letter to a third party asking for an unconditional termination of the guarantee and a refund of the $ 6 million that they have paid.
System Link and required the transfer of the entire shareholding in Globe Wealthy Link Limited, a wholly owned subsidiary of System Link, to Qifei International and City Channel, which prevented System Link from continuing to perform its contractual obligations, undermining its compliance capabilities and hindering the realization of Red 5 claims.
Pursuant to which Red5 requested: (a) Decide that System Link will pay the entire guaranteed balance of $ 150 million to Red 5; (b) Decide that Qifei International and Qihoo 360 assume the co-payment obligation.
On August 4, 2017, the Shanghai Higher People's Court ruled that the case was handled by the Shanghai Intellectual Property Court. Red 5 then applied to the court for an additional 360 as a co-defendant, requesting 360 and Qifei International and Qihoo 360 to pay the $ 150 million underseed liability for the co-payment.
Up to now, the case has not yet been heard.
According to the principle of contract relativity, the parties other than the parties to the contract should not assume the contractual obligations. Other entities other than System Link (including Qifei International, Qihoo 360 and 360) should not bear any legal liability in the above law according to law;
At the same time, System Link is an independent legal entity. According to the principle of shareholders' limited liability, Qifei International, as the investor holding 50% of the shares, should only be responsible for the amount of capital contribution.
According to Huatai Securities' report, the judiciary supports the claim of Red 5 and requires Qifei International, Qihoo 360 and 360 to pay System 150 to Red 5 for a minimum guarantee of joint and several liability.
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