360 issued an announcement that its controlling shareholder Tianjin Qixin Zhicheng Technology Co., Ltd. (hereinafter referred to as "Qixin Zhicheng") resolved to liquidate. After the liquidation, Qixin Zhicheng will be split from the single major shareholder of 360 Company into 36 small shareholders, which will directly hold shares of the listed company. At the same time, the largest shareholder of the listed company will be changed from Qixin Zhicheng to Zhou Hongyi. The operation of 360 Company will not be affected, the management and board of directors will remain unchanged, and the actual controller of the company will remain Zhou Hongyi.
According to the announcement, this liquidation is not bankruptcy liquidation and is not caused by Qixin Zhicheng’s operating difficulties or insolvency. The dissolution terms agreed upon by shareholders at the beginning of Qixin Zhicheng's establishment have been reached, so some shareholders proposed liquidation. In 2016, 360 Company delisted from the U.S. stock market and returned to China in response to the national call to devote itself to national network security construction. 36 investors invested and loaned 20 billion yuan to help it delist, and established Qixin Zhicheng as a "shareholding platform" to jointly bear the responsibility for loan repayments. The above-mentioned 20 billion loan has been fully repaid in June 2023. After liquidation, 360 Company will return to a simpler governance structure.
The announcement shows that shareholders of Qixin Zhicheng must jointly abide by relevant laws and regulations on the amount of major shareholders' shareholding reduction, pre-disclosure and other relevant provisions. That is, if the centralized bidding transaction is adopted, the total number of shares reduced shall not exceed 1% of the total number of shares of the listed company within any consecutive 90 days. If bulk transactions are adopted, the total number of shares reduced shall not exceed 2% of the total shares of the listed company within any consecutive 90 days. This means that whether it is liquidated or not will not affect the amount of Qixin Zhicheng’s shareholding reduction, that is, there is no change in the amount of Qixin Zhicheng’s shareholders’ shareholding reduction before and after liquidation.
At the same time, Qixin Zhicheng’s shareholders promised in the announcement that after acquiring Qixin Zhicheng’s shares through liquidation, no matter how many times they are liquidated and redistributed, the shareholders who finally get the shares must continue to abide by the 1% + 2% shareholding reduction limit. Zhou Hongyi, founder of 360, promised not to reduce his holdings for at least the next 12 months. It is understood that Zhou Hongyi has repeatedly made "commitments not to reduce holdings" and has strictly abided by them.
Zhou Hongyi responded to the announcement and revealed that as the founder and chairman of the company, he personally "has not sold a single share of 360 since its listing. He will continue to work with 360 to make 360 a good job. He will never look back on the road to serving the country and stand unswervingly on the front line of maintaining national network security."