On July 24, Zhang Fan, who was the chief legal counsel of 360 and the first secretary of the board of directors of 360 A-share listed company, today published the article "Seven Years of Hardship: A Record of 360's First Board Secretary's Rights Protection of RMB 26 Million", officially launching a public rights protection.


Zhang Fan said: "It has been seven years since I left 360 Group. The company still owes me more than 20 million yuan in equity incentive payments, and it has not paid a penny until now. I have communicated with 360 in good faith several times over the years, but to no avail. In early July this year, I sent a WeChat message to Mr. Zhou Hongyi, the actual controller of 360 Group, with my last hope. After he read it, he blocked me. Today's article is my first step in publicly defending my rights."


According to Zhang Fan’s description, when she joined 360 Group in 2013, she received the company’s restricted stock (RSU).

In the second half of 2015, 360 launched the privatization of U.S. stocks. The unvested options and restricted stocks of nearly two thousand employees, including her, were "flipped" to the domestic holding entity Tianjin Qirui Zhongxin Technology Partnership in accordance with the legal arrangements of the privatization transaction. This entity subsequently changed its name several times and is now Shanghai Guanying Enterprise Management Partnership.

Relevant arrangements are included in the Merger Agreement and the SC13D/A document submitted to the U.S. Securities and Exchange Commission. The document clearly states that unvested options and restricted stocks "shall be automatically converted into equity incentive awards of the parent company through Plan Vehicle without the option holder taking any action. The incentive terms after conversion must be substantially the same and shall not detract from the economic interests of the holders."

On June 29, 2016, 360 employees signed the "Confirmation Letter Regarding Qihoo 360 Group Employee Equity Incentive Matters" online, stipulating that Tianjin Utrust will be the domestic shareholding entity after the original U.S. employee stock option plan is flipped. The rights after the flip will continue to be vested normally according to the original vesting period and "will not be affected by privatization and future re-listing." Data shows that a total of 1,956 employees completed relevant confirmations.

On July 15, 2016, 360 completed the privatization of US stocks.

In 2018, 360 borrowed money from Jiangnan Jiajie and listed on the Shanghai Stock Exchange. On October 14, 2018, Shanghai Guanying issued a "Capital Confirmation Letter" to Zhang Fan, confirming in writing that she enjoyed the income rights of 2,016,000 360 shares.

Zhang Fan mentioned that according to relevant provisions of U.S. securities laws, the privatization of U.S. stocks must properly dispose of employees’ unvested option rights, and there is no option to “terminate execution.” She pointed out that if 360 disclosed in the A-share restructuring report that the original U.S. stock employee equity incentive plan "has been completely stopped" is true, the privatization transaction that year could not be completed under the U.S. securities regulatory framework. However, the privatization was successfully implemented and some employees completed the payment. There is a conflict between the two.

In March 2019, Zhang Fan resigned from 360 Group.

She said that as chief legal counsel, she was deeply involved in the entire process of 360’s U.S. stock privatization, domestic and overseas restructuring, and A-share backdoor listing from 2013 to 2019. Later, she also served as the first secretary of the board of directors of 360, an A-share listed company. She was under great pressure and responsibility, and she was conscientious and did not dare to slack off. However, seven years after leaving his job, the relevant equity incentive benefits have never been paid out.

Over the past seven years, Zhang Fan tried to negotiate through face-to-face negotiations, written reminders, and lawyer communication. However, in early May 2026, 360 lawyers unilaterally terminated communication.

Therefore, on July 9, 2026, Zhang Fan contacted Zhou Hongyi on WeChat hoping to communicate, but was blocked after sending the message.

Zhang Fan said that after nine years of service and seven years of communication, he was finally blocked by a WeChat message. His feelings at that time were "a mixture of sadness and anger, and it was insulting to politeness."

On July 23, 2026, Zhang Fan entrusted a lawyer to formally issue a lawyer's letter to 360 Security Technology Co., Ltd., making the following demands:

1. Confirm that it holds 2,016,000 A-share equity incentive rights;

2. Based on the average price of Shanghai Guanying’s shareholding reduction of 13.14 yuan/share, the share disposal proceeds of RMB 26,490,240 will be paid, as well as the deferred payment interest from December 1, 2021 to the date of actual payment;

3. Provide reasonable compensation for other economic losses during the delayed payment period.

The lawyer's letter has been sent to the company's actual controller, directors, secretaries, and human resources personnel by email, and the original paper copy has also been mailed to the 360 ​​company address.

Zhang Fan said: "Goodwill cannot bring results, and decency cannot buy respect. I chose to go public because I hope that I can defend my rights through legal means such as litigation, arbitration, and complaints under the public eye. Individuals are weak against well-known manufacturers, and weak voices can easily be annihilated. I hope that under everyone's gaze, I can bravely defend my legitimate rights and interests, otherwise I will look down on myself."

As of now, there has been no relevant response from 360.