Securities code: 688475 Securities abbreviation: EZVIZ Network Announcement No.: 2024-047

Hangzhou EZVIZ Network Co., Ltd

Regarding the wholly-owned subsidiary, it plans to sign the construction contract for the second phase of the intelligent project

Announcement of related party transactions

The board of directors and all directors of the company guarantee that there are no false records, misleading statements or material omissions in the content of this announcement, and assume legal responsibility for the authenticity, accuracy and completeness of its content in accordance with the law.

Important Content Notes:

Chongqing EZVIZ is a wholly-owned subsidiary of Hangzhou EZVIZ Network Co., Ltd. (hereinafter referred to as "the Company").

Electronics Co., Ltd. (hereinafter referred to as "Chongqing EZVIZ") intends to cooperate with Hangzhou Hikvision system technology

Limited company (hereinafter referred to as "Haikang System") signed the construction contract for the second phase of the intelligent project.

The total value of the transaction is expected to be no more than $35 million (including tax).

Hikvision Systems is wholly owned by Hangzhou Hikvision Digital Technology Co., Ltd., the controlling shareholder of the company

Subsidiary, in accordance with the relevant provisions of the Rules for the Listing of Stocks on the Science and Technology Innovation Board of the Shanghai Stock Exchange, Hai

Kang System is a related party of the company, and this transaction constitutes a related party transaction, but it does not constitute a "listed company heavy

Major asset restructuring as stipulated in the Measures for the Administration of Large Asset Restructuring.

The above-mentioned related party transactions were approved by the fifth meeting of the Audit Committee of the second board of directors of the Company in 2024

After being deliberated and approved by the second meeting of the special meeting of independent directors of the second board of directors, it has been submitted to the second of the company

The sixth meeting of the board of directors and the sixth meeting of the second board of supervisors were deliberated and approved separately, and there is no need to

Submitted to the general meeting of shareholders for deliberation.

1. Overview of related party transactions

In order to meet the intelligent needs of the Chongqing base project of EZVIZ intelligent manufacturing, Chongqing, a wholly-owned subsidiary of the company

EZVIZ plans to purchase the second phase of the intelligent engineering construction services from Haikang System, and the purchase amount is expected to not exceed that

$35 million.

Hikvision Systems is a wholly-owned subsidiary of Hangzhou Hikvision Digital Technology Co., Ltd., the controlling shareholder of the company

The company, in accordance with the relevant provisions of the "Shanghai Stock Exchange Science and Technology Innovation Board Stock Listing Rules", Haikang System

The "Administrative Measures" stipulates the major asset restructuring.

Until this connected transaction (excluding this time), except for the review of the company's 2023 annual general meeting of shareholders

In addition to the day-to-day related party transactions, the Company and its subsidiaries have accumulated with the same related person in the past 12 months

The amount of related party transactions 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

Hikvision is a wholly-owned subsidiary of Hangzhou Hikvision Digital Technology Co., Ltd., the controlling shareholder of the Company, and is a related party of the Company in accordance with the relevant provisions of the Rules Governing the Listing of Stocks on the Science and Technology Innovation Board of the Shanghai Stock Exchange.

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

Name of related party: Hangzhou Hikvision System Technology Co., Ltd

Unified social credit code: 91330108685810232H

Enterprise type: Limited liability company (wholly foreign-invested enterprise legal person proprietorship)

Registered capital: 60,000 yuan

Legal representative: Wu Weiqi

Residence: 19th Floor, Building B, Building 1, No. 555, Qianmo Road, Binjiang District, Hangzhou, Zhejiang Province

Date of Establishment: March 5, 2009

Business scope: general projects: technical services, technology development, technical consultation, technology exchange, technology transfer, technology promotion; manufacturing of digital video surveillance systems; sales of digital video surveillance systems; communication equipment manufacturing; sales of communication equipment; display device manufacturing; display device sales; manufacturing of electronic special equipment; sales of electronic products; computer hardware and software and peripheral equipment manufacturing; wholesale of computer hardware and software and auxiliary equipment; retail of computer hardware and software and auxiliary equipment; IoT device manufacturing; sales of IoT devices; manufacturing of electrical signal equipment and devices; sales of electrical signal equipment and devices; power transmission and distribution and control equipment manufacturing; sales of charging piles; sales of battery swapping facilities for new energy vehicles; motor vehicle charging sales; EV charging infrastructure operations; software development; computer system services; information system integration services; big data services; Internet data services; Internet of Things technical services; Internet of Things application services; security system monitoring services; parking services; project management services; import and export of goods; Technology import and export (except for projects subject to approval in accordance with the law, independently carry out business activities with a business license in accordance with the law).

Permitted projects: construction projects; construction engineering design; surveying and mapping services; Category II value-added telecommunications services; online data processing and transaction processing business (business e-commerce); Internet information services (for projects subject to approval in accordance with the law, business activities can only be carried out after approval by relevant departments, and specific business projects are subject to the approval results).

As of the end of 2023, the total assets of Haikang System are 7428.5597 million yuan, the net assets are 4624.0743 million yuan, and the operating income in 2023 is 2981.8494 million yuan, and the net profit is 761.8961 million yuan.

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

As of the disclosure date of the announcement, Hikvision has not been listed as a judgment defaulter.

3. Pricing of related party transactions

The related-party transaction is based on the market price, determined through negotiation between the two parties, follows the principles of fair, just and equitable pricing, takes into account efficiency and cost, and complies with the provisions of relevant laws and regulations.

4. The main content of the related party transaction agreement

1. The subject of the contract:

Employer (full name): Chongqing EZVIZ Electronics Co., Ltd

Contractor (full name): Hangzhou Hikvision System Technology Co., Ltd

2. The main content of the contract: Haikang System will undertake the intelligent engineering construction of the second phase of the EZVIZ Intelligent Manufacturing Chongqing Base Project. Among them, the equipment part includes intelligent equipment and integrated wiring, optical fiber jumpers and other auxiliary materials, and the non-equipment part includes installation and other services.

3. Transaction price: The total amount of this related party transaction is expected to not exceed 35 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 second phase of the construction of the Chongqing base project of EZVIZ intelligent manufacturing, the transaction price is fair and reasonable, and Haikang System has the qualification and experience to undertake the construction of intelligent engineering, and has good performance ability, which is conducive to the normal promotion of the intelligent project of EZVIZ intelligent manufacturing Chongqing base project.

The above-mentioned related party transactions are reasonable and necessary, do not harm the interests of the Company and non-affiliated shareholders, especially small and medium-sized investors, have 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.

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 construction contract of the second phase of the intelligent engineering construction signed by Chongqing EZVIZ and Haikang System meets the needs of the actual operation of Chongqing EZVIZ and the second phase of the construction of the Chongqing base project of EZVIZ intelligent manufacturing, which is conducive to the normal promotion of the intelligence of the Chongqing base project of EZVIZ intelligent manufacturing, and follows the principles of equality, voluntariness, fairness and reasonableness in all major 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 harm to the interests of the company and small and medium-sized shareholders. There is also no transfer of benefits to the company or related parties.

To sum up, we unanimously agreed to the proposal and agreed to submit the proposal to the sixth meeting of the second board of directors of the company for deliberation.

(3) Deliberations of the Board of Directors

On December 20, 2024, the sixth meeting of the second board of directors of the company deliberated and passed the "Proposal on the Wholly-owned Subsidiary to Sign the Construction Contract for the Second Phase of the Intelligent Project and Related Party Transactions", and the voting result: 4 votes agreed, 0 votes against, 0 abstentions, and the associated directors Jin Yan, Pu Shiliang and Guo Xudong abstained from voting. 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 December 20, 2024, the sixth meeting of the second board of supervisors of the company deliberated and passed the "Proposal on the Wholly-owned Subsidiary to Sign the Construction Contract and Related Party Transaction of the Second Phase of the Intelligent Project", and the voting result was 3 votes

0 votes against and 0 abstentions.

7. Opinions of intermediaries

After verification, the sponsor believes that the related party transaction has been deliberated and approved by the sixth meeting of the second board of directors and the sixth meeting of the second board of supervisors of the company, and the audit committee of the board of directors and the special meeting of independent directors have issued independent opinions that have been agreed, and the necessary approval procedures have been performed, which is in line with the "Administrative Measures for the Sponsorship Business of Securities Issuance and Listing", "Guidelines for the Application of Self-Regulatory Rules for Listed Companies on the Science and Technology Innovation Board of the Shanghai Stock Exchange No. 1 - Standardized Operation" and the "Articles of Association" and other provisions. 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 company's wholly-owned subsidiary's intention to sign the construction contract for the second phase of the intelligent project and related party transactions with related parties.

The announcement is hereby made.

Hangzhou EZVIZ Network Co., Ltd

Board of Directors

December 21, 2024