China International Capital Corporation Limited

About Hangzhou EZVIZ Network Co., Ltd

The wholly-owned subsidiary intends to sign the equipment purchase contract and the verification opinion of the related party transaction

China International Capital Corporation Limited (hereinafter referred to as "CICC", "the Sponsor"), as the sponsor of the initial public offering of shares and listing on the Science and Technology Innovation Board of Hangzhou EZVIZ Network Co., Ltd. (hereinafter referred to as "EZVIZ Network" or the "Company"), in accordance with the Administrative Measures for the Sponsorship Business of Securities Issuance and Listing, the Rules for the Listing of Stocks on the Science and Technology Innovation Board of the Shanghai Stock Exchange, the Measures for the Continuous Supervision of Listed Companies on the Science and Technology Innovation Board (for Trial Implementation) and the Self-Regulatory Guidelines for Listed Companies on the Shanghai Stock Exchange No. 11—— Continuous Supervision" and other relevant laws, regulations and normative documents, the company's wholly-owned subsidiary to sign equipment procurement contracts and related party transactions have been verified, and the specific verification situation and verification opinions are as follows:

1. Overview of related party transactions

In order to meet the construction needs of the Chongqing base project of EZVIZ Intelligent Manufacturing, Chongqing EZVIZ Electronics Co., Ltd. (hereinafter referred to as "Chongqing EZVIZ"), a wholly-owned subsidiary of the company, screened the suppliers of power-related equipment in the park by means of public bidding, and determined that the winning bidder for the procurement of relevant equipment was Hangzhou Hongyan Electric Appliance Co., Ltd. (hereinafter referred to as "Hongyan Electric"). Recently, Chongqing EZVIZ plans to formally sign the "Equipment Procurement Contract" with Hongyan Electric, and the purchase amount is expected to not exceed 8 million yuan.

According to the relevant provisions of the "Shanghai Stock Exchange Science and Technology Innovation Board Stock Listing Rules", Hongyan Electric is a related party of the company, and this transaction constitutes a related party transaction, but does not constitute a major asset restructuring stipulated in the "Measures for the Administration of Major Asset Restructuring of Listed Companies".

Up to this related party transaction (excluding this time), in addition to the related party transactions deliberated and approved by the board of directors or the general meeting of shareholders of the company, the cumulative amount of related party transactions between the company and its subsidiaries and the same related person in the past 12 months is 4.9962 million yuan, which does not reach more than 1% of the company's latest audited total assets or market value.

2. Basic information of related persons

(1) Explanation of the affiliation

According to the relevant provisions of the Listing Rules for Stocks on the Science and Technology Innovation Board, Hongyan Electric is a related party of the company.

(2) An explanation of the circumstances of the related person

Name of related party: Hangzhou Hongyan Electric Appliance Co., Ltd

Unified social credit code: 91330100143054524X

Business Type: Other Limited Liability Company

Registered capital: RMB 80 million

Legal representative: Xu Nengjian

Residence: Huahong Building, No. 248 Tianmushan Road, Hangzhou, Zhejiang Province

Date of Establishment: December 30, 1984

Business Scope: General Items: Electrical Equipment Manufacturing; electrical instrument manufacturing; manufacturing of hardware products; mechanical and electrical equipment manufacturing; smart home consumer equipment manufacturing; IoT device manufacturing; computer hardware and software and peripheral equipment manufacturing; manufacturing of power distribution switch control equipment; power electronic components manufacturing; lighting appliance manufacturing; semiconductor lighting device manufacturing; manufacturing of plastic products; power transmission and distribution and control equipment manufacturing; sales of electrical equipment; sales of electrical instruments and meters; wholesale of hardware products; retail of hardware products; sales of mechanical and electrical equipment; sales of smart home consumer devices; sales of IoT devices; wholesale of computer hardware and software and auxiliary equipment; sales of power distribution switch control equipment; sales of power electronic components; sales of lighting fixtures; sales of semiconductor lighting devices; wire and cable business; sales of plastic products; sales of charging piles; R&D of power distribution switch control equipment; hardware product research and development; Internet of Things technology research and development; Internet of Things application services; Internet of Things technical services; technical services, technology development, technical consultation, technology exchange, technology transfer, technology promotion; Import and export of goods (except for projects subject to approval in accordance with the law, independently carry out business activities in accordance with the law with a business license). Licensed items: wire and cable manufacturing; Construction of construction projects (projects subject to approval in accordance with the law can only be carried out after approval by relevant departments, and specific business projects are subject to the approval results). (The business premises of the branch are located in: Qingshanhu Street, Lin'an District, Hangzhou City, Zhejiang Province.)

899 Hokting Street, Building 17, 6th Floor, 7th Floor).

As of the end of 2023, Hongyan Electric has total assets of 1521.6993 million yuan and net assets of 166.1375 million yuan.

In 2023, the operating income will be 1008.1374 million yuan, and the net profit will be -16.952 million yuan.

Hongyan Electric and the company are independent of each other in terms of business, assets, institutions, and personnel.

As of the date of issuance of the verification opinion, Hongyan Electric has not been listed as a dishonest person subject to execution.

3. Pricing of related party transactions

The related-party transaction is based on the market price, negotiated and determined by way of public bidding, follows the principles of fair, just and fair pricing, takes into account efficiency and cost, complies with the provisions of relevant laws and regulations, does not use the related-party transaction to convey benefits to related parties, does not harm the interests of the company and non-affiliated shareholders, especially small and medium-sized investors, has no adverse impact on the company's financial condition and operating results, and will not have a significant impact on the company's business independence.

4. The main content of the related party transaction agreement

1. The subject of the contract:

Party A (purchaser): Chongqing EZVIZ Electronics Co., Ltd

Party B (supplier): Hangzhou Hongyan Electric Appliance Co., Ltd

2. The main content of the contract: Hongyan Electric will provide Chongqing EZVIZ with power-related equipment in the park and provide corresponding technical training and warranty services

3. Transaction price: The total amount of this related party transaction is expected to not exceed 8 million yuan

4. Source of funds: self-raised

5. The effective conditions and effective time of the contract: It will come into force after being signed by both parties and deliberated and approved by the board of directors of the company

5. The necessity of related party transactions and their impact on listed companies

The above-mentioned related party transactions are based on the actual operation of Chongqing EZVIZ and the needs of the construction of the Chongqing base project of EZVIZ intelligent manufacturing, Chongqing EZVIZ adopts the method of public bidding to determine the winning bidder and the winning price, the transaction price is fair and reasonable, Hongyan Electric has a good performance ability, which is conducive to the normal progress of the Chongqing base project of EZVIZ intelligent manufacturing, the above-mentioned related party transactions are reasonable and necessary, and there is no damage to the interests of the company and non-affiliated shareholders, especially small and medium-sized investors, and there is no adverse impact on the company's financial status and operating resultsand will not have a significant impact on the company's business independence.

VI. Procedures for Deliberation of Related Party Transactions

(1) The performance of duties and review opinions of the audit committee

The Audit Committee of the Board of Directors of the Company believes that the related party transaction is in accordance with the relevant national laws, regulations and policies, and the price of the related party transaction is fair and reasonable, and will not have a significant impact on the company's normal business activities and financial condition. We agree to this related party transaction and agree to submit the matter to the board of directors of the company for deliberation.

(2) Deliberations at the special meeting of independent directors

After review, the independent directors believe that the equipment procurement contract signed by Chongqing EZVIZ and Hongyan Electric Appliances meets the needs of the actual operation of Chongqing EZVIZ and the construction of the Chongqing base project of EZVIZ Intelligent Manufacturing. Chongqing EZVIZ adopts the method of public bidding to determine the winning bidder and the winning price, and follows the principles of equality, voluntariness, fairness and reasonableness in all material aspects, the price of related party transactions is fair and reasonable, the decision-making authority and decision-making procedures of related party transactions are legal, and there is no damage to the interests of the company and small and medium-sized shareholders, and there is no situation of transferring benefits to the company or related parties. The decision-making process is in accordance with the relevant laws, regulations and the Articles of Association.

In summary, the independent directors unanimously agreed to the proposal and agreed to submit the proposal to the third meeting of the second board of directors of the company for deliberation.

(3) Deliberations of the Board of Directors

On September 12, 2024, the third meeting of the second board of directors of the company deliberated and approved the "About Wholly-owned Subsidiary

The company intends to sign an equipment purchase contract and a proposal for related party transactions", the voting result: 7 votes agreed, 0 votes against, and 0 abstentions. This matter does not need to be submitted to the general meeting of shareholders of the company for deliberation.

(4) The deliberations of the board of supervisors

On September 12, 2024, the third meeting of the second board of supervisors of the company deliberated and approved the "About Wholly-owned Subsidiary

The company intends to sign an equipment purchase contract and related party transaction proposal", voting results: 3 votes agreed, 0 votes against, 0 abstentions.

7. Verification opinions of the sponsor institution

After verification, the sponsor believes that:

The related party transaction has been approved by the audit committee of the board of directors of the company, the special meeting of independent directors, and the second session of directors

The third meeting of the meeting and the third meeting of the second session of the board of supervisors deliberated and approved, and the necessary approval procedures were performed, in line with the "Administrative Measures for the Sponsorship Business of Securities Issuance and Listing", "Self-Regulatory Guidelines for Listed Companies on the Science and Technology Innovation Board of the Shanghai Stock Exchange No. 1 - Standardized Operation" and the "Articles of Association". The price of this related party transaction is fair and reasonable, the decision-making authority and decision-making procedures of the related party transaction are legal, and there is no behavior that harms the interests of the company, non-affiliated shareholders and small and medium-sized shareholders.

In summary, the sponsor has no objection to the equipment purchase contract and related party transaction to be signed by the wholly-owned subsidiary of EZVIZ Network.