EZVIZ Network: China International Capital Corporation Limited's verification opinion on Hangzhou EZVIZ Network Co., Ltd.'s application for comprehensive credit from banks and provision of guarantee for its wholly-owned subsidiary
DATE:  Apr 12 2025

China International Capital Corporation Limited

About Hangzhou EZVIZ Network Co., Ltd

Verification opinion on applying for comprehensive credit from the bank and providing guarantee for the wholly-owned subsidiary

China International Capital Corporation Limited (hereinafter referred to as the "Sponsor"), as the sponsor of the initial public offering and listing 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. The provisions of regulations and normative documents have verified the company's application for comprehensive credit from banks and the provision of guarantees for wholly-owned subsidiaries, as follows:

1. Overview of the guarantee

(1) An overview of the situation

In order to meet the needs of the Company's domestic and overseas business development, combined with its own business strategic planning, the Company and its subsidiaries plan to apply for a comprehensive credit line with a total quota of no more than RMB 1.1 billion from financial institutions in 2025.

The above-mentioned financial institutions include, but are not limited to, Industrial and Commercial Bank of China, Agricultural Bank of China, China Construction Bank, etc. Comprehensive credit products include, but are not limited to, various types of loans, issuance of acceptance bills, letters of credit, letters of guarantee, etc. (special credit lines for bond financing issued by overseas bonds, ultra-short-term financing bonds, medium-term notes, etc., are not included in the comprehensive credit line). During the authorization period, the above-mentioned comprehensive credit line can be recycled. The above-mentioned comprehensive credit line is not equal to the actual financing amount of the company, and the actual financing amount within the credit line shall be subject to the actual financing amount incurred by the cooperative financial institution and the company.

In order to meet the business development needs of Hangzhou EZVIZ Software Co., Ltd. (hereinafter referred to as "EZVIZ Software"), a wholly-owned subsidiary, the company intends to provide a guarantee amount of no more than RMB 4 million (inclusive) for its application for comprehensive credit from banks and other financial institutions, and the guarantee method is joint and several liability guarantee, and the specific guarantee agreement shall be subject to the guarantee contract signed at that time. The resolution is valid for one year from the date of deliberation and approval of the board of directors, and the guarantee amount can be used on a rolling basis.

Unit: 10,000 yuan

Guarantor As of the amount of the guarantee

The guaranteed registered capital is directly or the guaranteed party is currently expected to be listed company at most

The party guarantor indirectly holds the last period of asset guarantee guarantee and the last period of the review of the association

Proportion of shares, Debt ratio, Balance, Quota, net assets ratio, Guarantee

example

Fluorite Fluorite 30 million 100% 33.84% - 400.00 0.07% No

Network Software RMB

Total - 400.00 0.07%

The board of directors of the company authorizes the chairman of the board of directors of the company and his authorized persons to review and sign the relevant contract documents according to the needs of the company's actual business situation, and will not provide relevant resolutions of the board of directors to a single bank. If the relevant contract signing date is within the validity period, but the contract period is not within the validity period of the resolution, the validity period of the resolution will be automatically extended to the expiration date of the contract.

(2) Deliberation procedures

On April 10, 2025, the Company held the second meeting of the Audit Committee of the second session of the Board of Directors, the seventh meeting of the second session of the Board of Directors, and the seventh meeting of the second session of the Board of Supervisors, and deliberated and approved the Proposal on Applying for Comprehensive Credit from Banks and Providing Guarantees for Wholly-owned Subsidiaries. According to the Rules for the Listing of Stocks on the Science and Technology Innovation Board of the Shanghai Stock Exchange, the Articles of Association and other relevant regulations, the application for comprehensive credit and external guarantee authorization is within the scope of the approval authority of the board of directors of the company, and does not need to be submitted to the general meeting of shareholders of the company for deliberation and approval.

2. Basic information of the guarantor

1. Name of the guarantor: Hangzhou EZVIZ Software Co., Ltd

2. Registered address: No. 188, Qizhi East Street, Xixing Street, Binjiang District, Hangzhou City, Zhejiang Province

3. Legal representative: Jiang Haiqing

4. Registered capital: 30 million yuan

5. Date of establishment: October 27, 2017

6. Business scope: general projects: technical services, technology development, technical consultation, technical exchanges, technology transfer, technology promotion; software development; information technology consulting services; information system integration services; Department of Information

system operation and maintenance services; Internet data services; intelligent control system integration; research and development of intelligent robots; R&D of power distribution switch control equipment; computer hardware and software and peripheral equipment manufacturing; service consumer robot manufacturing; smart home consumer equipment manufacturing; smart home gateway manufacturing; manufacturing of power distribution switch control equipment; lighting appliance manufacturing; toy manufacturing; manufacturing of special equipment for environmental protection; instrument manufacturing; manufacturing of electrical accessories; manufacturing of metal products for safety and fire protection; security equipment manufacturing; manufacturing of electronic special equipment; manufacturing of other electronic devices; 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). Licensed projects: Class II value-added telecommunications services (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).

7. Main financial indicators

Unit: RMB 10,000 yuan

Financial Metrics FY2024/12-31-2024 FY2023/31-12-2023

(Audited) (Audited)

Total assets 160,586.82 206,237.62

Total liabilities 54,349.24 115,619.72

Net assets 106,237.58 90,617.91

Operating income 166,043.28 147,175.57

Total profit 34,601.58 39,439.83

Net profit 35,225.28 42,124.27

The above data has been audited by Deloitte Touche Tohmatsu Certified Public Accountants (Special General Partnership).

8. Major contingencies affecting the solvency of the secured party: none

9. Judgment defaulters: They are not judgment defaulters

10. Affiliation or other relationship between the guarantor and the company: The guarantor is a wholly-owned subsidiary of the company

3. The main content of the security agreement

At present, the company has not signed the relevant guarantee agreement, and the total amount of the above-mentioned plan guarantee is only the guarantee line provided by the company for the wholly-owned subsidiary within the scope of the consolidated statement to apply for comprehensive credit, and the guarantee method is joint and several liability guarantee, and the specific guarantee amount and term are subject to the actual signed guarantee agreement, and the final actual total guarantee amount will not exceed the total amount approved by the board of directors of the company.

The guarantee amount approved by this review includes the guarantee amount that has occurred before the deliberation and adoption of this proposal and has not been released as of the effective date of this proposal (that is, the guarantee contract is still in effect).

Since the deliberation and approval of this guarantee, the unused quota of the company's guarantee for its wholly-owned subsidiaries previously deliberated and approved by the board of directors of the company will automatically become invalid.

4. The reason and necessity of the guarantee

The guarantee is to meet the needs of EZVIZ Software's daily operation and business development, the guarantor is a wholly-owned subsidiary included in the company's consolidated financial statements, with good operating conditions, good credit status, strong solvency, the company can fully grasp its operation and management, and the guarantee risk is within the company's controllable range. This guarantee does not harm the interests of the company and other shareholders, especially small and medium-sized shareholders, and will not adversely affect the normal operation and business development of the company.

V. Procedures for the review of performance

(1) The opinion of the Audit Committee

On April 10, 2025, the second meeting of the Audit Committee of the second board of directors of the company in 2025 was deliberated

The "Proposal on Applying for Comprehensive Credit from Banks and Providing Guarantees for Wholly-owned Subsidiaries" was passed. The Audit Committee believes that the application for comprehensive credit line and guarantee line is made in consideration of the business development needs of the Company and its subsidiaries, and is in line with the actual operation and overall development strategy of the Company. The guarantee object is a wholly-owned subsidiary of the Company, with stable operation and financial status, good asset credit status, solvency, ability to effectively control and prevent guarantee risks, and the guarantee matters are in line with the interests of the Company and all shareholders.

(2) Opinions of the Board of Directors

On April 10, 2025, the seventh meeting of the second board of directors of the company deliberated and approved the "Proposal to the Bank

Proposal to apply for comprehensive credit and provide guarantee for wholly-owned subsidiary", voting result: 7 votes in favor, 0 votes against, 0 abstentions. This matter does not need to be submitted to the general meeting of shareholders of the company for deliberation.

(3) Opinions of the Board of Supervisors

On April 10, 2025, the seventh meeting of the second board of supervisors of the company deliberated and approved the "Proposal to the Bank

Proposal to apply for comprehensive credit and provide guarantee for wholly-owned subsidiary. The Board of Supervisors believes that the application for a comprehensive credit line and guarantee line is expected to meet the daily operation needs of the company and its subsidiaries, and the guarantee risk is within the controllable range of the company, and there is no harm to the interests of the company and shareholders, especially the interests of small and medium-sized shareholders.

6. The cumulative amount of external guarantee and the amount of overdue guarantee

As of the date of disclosure of the verification opinion, the total amount of guarantee provided by the company to its wholly-owned subsidiaries is 0 yuan, accounting for 0% of the company's audited net assets and total assets in 2024; The Company and its subsidiaries do not provide guarantees outside the scope of the consolidated statements. The company and its subsidiaries have no overdue external guarantees and no external guarantees involving litigation.

7. Verification opinions of the sponsor institution

After verification, the sponsor believes that the company's application for comprehensive credit from the bank and the provision of guarantee for its wholly-owned subsidiary have been deliberated and approved by the seventh meeting of the second board of directors and the seventh meeting of the second board of supervisors of the company, 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", "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" and other provisions. The company's application for comprehensive credit from the bank and the provision of guarantee for the wholly-owned subsidiary is to meet the daily operation and business development needs of the company and its subsidiaries, and the guarantor is a wholly-owned subsidiary included in the company's consolidated financial statements, and the guarantee risk is within the company's controllable range, and there is no damage to the interests of the company and small and medium-sized shareholders.

In summary, the sponsor has no objection to the company's application for comprehensive credit from the bank and the provision of guarantee for the wholly-owned subsidiary.

(No text below)

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