EZVIZ Network: Legal opinion on the increase of shares of a wholly-owned subsidiary of the actual controller of EZVIZ Network
DATE:  Apr 17 2025

Grandall Law Firm (Hangzhou).

concerning

Hangzhou EZVIZ Network Co., Ltd

The wholly-owned subsidiary of the actual controller increased its shareholdings

it

Legal Opinions

Address: Grandall Law Firm, No. 2 and No. 15, Baita Park, Old Fuxing Road, Shangcheng District, Hangzhou, China Zip code: 310008

Grandall Building, No.2&No.15, Block B, Baita Park, Old Fuxing Road, Hangzhou, Zhejiang 310008, China

Tel: (+86)(571) 8577 5888 Fax: (+86)(571) 8577 5643

Email/Mail:grandallhz@grandall.com.cn

Website:http://www.grandall.com.cn

April 2025

Grandall Law Firm (Hangzhou).

concerning

Hangzhou EZVIZ Network Co., Ltd

The wholly-owned subsidiary of the actual controller increases its shareholdings

Legal Opinions

To: Hangzhou EZVIZ Network Co., Ltd

Grandall Law Firm (Hangzhou) is entrusted by Hangzhou EZVIZ Network Co., Ltd. (hereinafter referred to as "EZVIZ Network" or "the Company"), in accordance with the provisions of the Company Law of the People's Republic of China, the Securities Law of the People's Republic of China (hereinafter referred to as the "Securities Law"), the Administrative Measures for the Acquisition of Listed Companies (hereinafter referred to as the "Acquisition Management Measures") and other laws, regulations and normative documents, in accordance with the recognized business standards, ethics and diligence of the lawyer industry. In relation to the wholly-owned subsidiary of the actual controller of EZVIZ Network, CLP Science and Technology Investment

The company plans to operate for 6 months from 19 October 2024

This legal opinion is issued on matters related to the increase in the company's shares through the Shanghai Stock Exchange trading system in a manner permitted by the exchange, such as centralized bidding and block trading (hereinafter referred to as the "increase in shares").

Part I Introduction

In order to issue this legal opinion, the firm and its lawyers hereby make the following statement:

(1) The lawyers of the firm issue legal opinions in accordance with the facts that have occurred or existed before the date of issuance of this legal opinion, as well as the current laws and regulations of China and the relevant provisions of the China Securities Regulatory Commission (hereinafter referred to as the "China Securities Regulatory Commission") and the Shenzhen Stock Exchange; In this legal opinion, the firm determines whether certain matters or documents are legal and valid based on the laws and regulations that should be applied at the time of the occurrence of such matters.

(2) The lawyer's understanding and judgment of the relevant facts involved in this legal opinion ultimately rely on the documents, information and statements and explanations provided by the company to the firm, and before issuing this legal opinion, the company has guaranteed to the firm and the lawyers of the firm that the documents, materials and statements and explanations provided by the firm are true, complete and accurate, and there are no false records, misleading statements or material omissions; For the issuance of legal intent

For the fact that the document is essential and cannot be supported by independent evidence, the firm relies on the supporting documents issued by the relevant government departments or other relevant units.

(3) The lawyers of the firm have performed their statutory duties, followed the principles of diligence and good faith, and verified the relevant legal matters of this increase in shares (limited to the matters expressed in this legal opinion), and are sure that there are no false records, misleading statements and major omissions in this legal opinion.

(4) The lawyer of the firm agrees that the company will take this legal opinion as a necessary legal document for the increase in shares, and report or publicly disclose it together with other application materials, and assume responsibility for the legal opinion issued in accordance with the law.

(5) This legal opinion is only for the purpose of increasing the shareholder's shareholding, and this legal opinion shall not be used for any other purpose without the written consent of the firm.

Part II Text

1. The subject qualification of the increaser

1. Basic information of the holders

The shareholder is a wholly-owned subsidiary of the actual controller of EZVIZ Network.

CETC Investment now holds the "Business License" with a unified social credit code of 9111000071783888XG.

The basic situation is as follows:

Name: CETC Investment Holdings Limited

Type: Limited Liability Company (Sole Proprietorship)

Residence: 7th Floor, Building 2, Yard 30, Jinfu Road, Shijingshan District, Beijing

Legal representative: Jin Yanbin

The registered capital is 500,000 yuan

Date of establishment April 18, 2014

Operating period April 18, 2014 to long-term

investment management, equity investment, investment consulting; Title brokerage. (Market entities are autonomous in accordance with law.)

Business Scope Select business projects and carry out business activities; Projects subject to approval in accordance with the law shall be approved by relevant departments

Carry out business activities in accordance with the approved content after approval; Shall not engage in the national and municipal industrial administration

Policies prohibit and restrict the business activities of such projects. )

As of the date of issuance of this legal opinion, CETC Investment is a limited liability company established and validly existing in accordance with the law.

It is a wholly-owned subsidiary of China Electronics Technology Group Co., Ltd., the actual controller of EZVIZ Network.

2. After verification by the lawyers of the firm, the shareholding increase does not have the circumstances that prohibit the acquisition of listed companies as stipulated in Article 6 of the Administrative Measures for Takeovers, that is, there are no of the following circumstances:

(1) The acquirer has a relatively large amount of debt, which is outstanding when due and in a continuous state;

(2) The acquirer has committed or is suspected of having committed major violations in the past three years;

(3) the acquirer has committed serious untrustworthy conduct in the securities market in the past three years;

(4) Other circumstances stipulated by laws, administrative regulations and determined by the China Securities Regulatory Commission not to acquire listed companies.

To sum up, the lawyers of our firm believe that there is no circumstance that the acquisition of listed companies is prohibited as stipulated in the Administrative Measures for Acquisitions, and the increase in shareholding is not subject to the qualifications of this increase in shares.

Second, the increase in shares

(1) The shareholding of the shareholder before the increase

According to the verification of our lawyers, before this increase, CETC Investment did not hold shares of the company, and China Electronics Technology Group Co., Ltd. indirectly held shares of the company through its holding subsidiary, Hangzhou Hikvision Digital Technology Co., Ltd. (hereinafter referred to as "Hikvision"), which held 378,000,000 shares of the company, accounting for 48% of the company's total share capital.

(2) The shareholding increase plan

On October 19, 2024, EZVIZ Network disclosed the "Announcement of Hangzhou EZVIZ Network Co., Ltd. on the Shareholding Increase Plan of the Wholly-owned Subsidiary of the Actual Controller", based on the confidence in the company's sustainable and stable development in the future and the recognition of long-term investment value, CETC, a wholly-owned subsidiary of China Electronics Technology Group Co., Ltd., plans to increase its shareholding in the company through the Shanghai Stock Exchange trading system in a manner permitted by the exchange such as centralized bidding and block trading within 6 months from October 19, 2024. The planned increase in holdings is not less than RMB 200 million (inclusive) and not more than RMB 400 million (inclusive), and there is no fixed price range for this increase, and CETC Investment will choose the opportunity to implement the shareholding increase plan based on a reasonable judgment of the value of the company's shares.

(3) The increase in shareholdings

As of the close of trading on April 15, 2025, Dianke Investment has increased its holdings of 5,455,838 shares of the company through centralized bidding through the trading system of the Shanghai Stock Exchange, accounting for 0.6928% of the company's total share capital, with a total increase of 200,028,724.50 yuan (excluding transaction costs), which has exceeded the lower limit of the proposed increase in the range of the shareholding increase plan, and the shareholding increase plan has been implemented.

(4) The shareholding of the person who increased the shareholding after the increase

After this increase, CETC Investment directly holds 5,455,838 shares of the company, accounting for 0.6928% of the company's total share capital. Hikvision and Dianke Investment, enterprises controlled by China Electronics Technology Group Co., Ltd., the actual controller of the company, hold a total of 383,455,838 shares of the company, accounting for 48.6928% of the company's total share capital.

(5) The commitment of the increaser

The shareholding increase has made a commitment that the shareholding subject and its persons acting in concert will not reduce their holdings of the company's shares during the implementation of the shareholding increase plan and within the statutory period.

To sum up, the lawyers of the firm believe that the increase in shareholding of the shareholder is in accordance with the relevant provisions of laws, regulations and normative documents such as the Securities Law and the Administrative Measures for Takeovers.

3. Information disclosure of the increase in shares

After verification by our lawyers, EZVIZ Network has disclosed the "Announcement of Hangzhou EZVIZ Network Co., Ltd. on the Shareholding Increase Plan of the Wholly-owned Subsidiary of the Actual Controller" on October 19, 2024, and the "Announcement of Hangzhou EZVIZ Network Co., Ltd. on the Progress of the Wholly-owned Subsidiary of the Actual Controller to Increase the Company's Shares" on January 18, 2025 and February 28, 2025 respectively, to announce the matters related to the increase of shareholders.

The lawyer of the firm believes that EZVIZ Network has fulfilled the information disclosure obligations required at this stage in accordance with the provisions of laws, regulations and normative documents.

4. The increase in shares is in line with the exemption from the offer

According to Article 63, Paragraph 1 (4) of the Administrative Measures for Takeovers, if the shares in a listed company with an interest in the company reach or exceed 30% of the issued shares of the company, the shareholding increase shall not exceed 2% of the issued shares of the company within one year from the date of occurrence of the above-mentioned facts, and the shareholding increase may be exempted from making an offer.

Before this increase, Hikvision held 378,000,000 shares of the company, accounting for 48% of the company's total share capital. In view of the fact that Hikvision holds more than 30% of the company's shares before the increase in holdings has occurred for more than a year, the number of shares held by Dianke Investment this time does not exceed 2% of the company's issued shares, and the increase in holdings does not exceed 2% of the company's issued shares within 12 months, the lawyers of our firm believe that the increase in shares meets the requirements of Article 63, Paragraph 1 (4) of the "Acquisition Management Measures" that the increase in shares can be exempted from issuing an offer.

Concluding observations

In summary, our lawyers believe that:

The shareholder has the main qualification to implement the increase; The increase in shares by the shareholder complies with the provisions of relevant laws, regulations and normative documents such as the Securities Law and the Measures for the Administration of Takeovers, and is exempted from the issuance of an offer in accordance with the provisions of the Measures for the Administration of Takeovers; As of the date of the issuance of this legal opinion, EZVIZ Network has fulfilled the information disclosure obligations required at this stage for the increase in shareholdings.

——End of the text of this legal opinion——

(There is no text on this page, but it is the signed page of the "Legal Opinion of Grandall Law Firm (Hangzhou) on the Increase of Shares of a Wholly-owned Subsidiary of the Actual Controller of Hangzhou EZVIZ Network Co., Ltd.")

This legal opinion is issued as of January 2025.

The original of this legal opinion is in triplicate and there are no copies.

Grandall Law Firm (Hangzhou).

Person in charge: Yan Huarong Handling lawyer: Wu Gang

Zhang Fanying

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