China International Capital Corporation Limited

About Shanshi Netcom Communication Technology Co., Ltd.

Verification opinions on daily related transactions expected in 2023

China International Capital Corporation Limited (hereinafter referred to as "CICC" or "sponsor") acts as a sponsor for the initial public offering of shares and convertible corporate bonds to unspecified objects of Shanshi Netcom Communication Technology Co., Ltd. (hereinafter referred to as "Shanshi Netcom" or "Company"), according to laws, administrative regulations, departmental rules and business rules such as the Measures for the Administration of Sponsorship Business for Securities Issuance and Listing, the Shanghai Stock Exchange's CRE Board Stock Listing Rules (revised in December 2020), and the Shanghai Stock Exchange's Guidelines for Self-discipline Supervision of Listed Companies on CRE Board No. 1-Standardized Operation, etc., the daily related party transactions expected by Shanshi Network in 2023 have been carefully and prudently checked. The verification is as follows:

Basic information on 1. daily connected transactions

Review procedures (I) the performance of daily related transactions.

Alpha Achieve High Tech Limited (hereinafter referred to as "Alpha Achieve")

On February 26, 2023, with Shenzhou Yunke (Beijing) Technology Co., Ltd. (hereinafter referred to as "Shenzhou Yunke")

Signed the "Share Transfer Agreement on Shanshi Wangke Communication Technology Co., Ltd." (hereinafter referred to as the "Share Transfer Agreement"), and intends to transfer its shares of the company to Shenzhou Yunke through an agreement transfer.

21,537,000 shares, representing 11.95 of the Company's total share capital, as detailed in the Company's February 27, 2023

On the website of Shanghai Stock Exchange (www.sse.com.cn), the suggestive announcement of Shanshi Wangke Communication Technology Co., Ltd. on the progress of shareholder reduction plan and the signing of the share transfer agreement and the proposed change of the company's largest shareholder (Announcement No. 2023-007). According to the aforementioned "Share Transfer Agreement" arrangement, in the next twelve months, Shenzhou Yunke will directly hold more than 5% of the company's shares, and Digital China Group Co., Ltd. (hereinafter referred to as "Digital China") as an indirect controlling shareholder of Shenzhou Yunke, Will indirectly hold more than 5% of the company's shares. According to the relevant provisions of the "Shanghai Stock Exchange Science and Technology Innovation Board Stock Listing Rules", from the date of signing of the "Share Transfer Agreement" Share Transfer Agreement, shenzhou Yunke and Shenzhou Digital are related parties of the company.

The company held the thirteenth meeting of the second board of directors on March 9, 2023, and reviewed and approved

Zhang Jinzhang, an affiliated director, abstained from voting and attended the motion on the company's 2023 daily related transactions.

East AlphaAchieve, 360 Digital Security Technology Group Co., Ltd. (hereinafter referred to as "360 Digital Security") and their concerted actors Beijing Qihoo Technology Co., Ltd. must abstain from voting.

The counterparties to the daily connected transactions in 2023 are Digital China related parties (referring to Digital China and enterprises directly and indirectly controlled by it) and 360 related parties (referring to enterprises directly and indirectly controlled by Tianjin 360 Anfu Technology Co., Ltd., 360 Digital Security and 360 Digital Security).

From the date of the signing of the Agreement to December 31, 2023, the Company (including the subsidiaries included in the consolidated financial statements

Division) and Digital China related parties daily related transactions amount (excluding tax) is expected to not exceed RMB 30,000.00

Ten thousand yuan, from January 1, 2023 to December 31, 2023, the company (including the scope of the consolidated statement.

The amount of daily related transactions (excluding tax) with 360 related parties is expected to not exceed RMB 20 million yuan.

The independent directors of the company approved the above-mentioned motion in advance and issued an independent opinion with express consent. The independent directors believe that the daily related party transactions expected by the company in 2023 belong to the company's daily business operations, meet the needs of the company's business development, and meet the interests of the company and all shareholders; these daily related party transactions follow the principle of fair and voluntary transactions, and the review procedures comply with According to relevant laws and regulations, there is no violation of laws, regulations, the "Articles of Association" and related systems. The pricing of these daily connected transactions is fair, there is no harm to the interests of the Company and other shareholders, especially small and medium-sized shareholders and non-connected shareholders, will not affect the independence of the Company, and the Company will not rely on counterparties for such transactions. We unanimously agreed to the "Proposal on the Forecast of the Company's Daily Related Party Transactions in 2023" and agreed to submit the proposal to the company's general meeting of shareholders for deliberation.

The audit committee of the company's board of directors reviewed and approved the above-mentioned proposal and issued a written opinion on the related party transaction. The audit committee of the board of directors believes that the company's daily related party transactions expected to occur in 2023 are based on the company's normal operating needs, follow the principles of fair and voluntary transactions, and have fair pricing., There is no situation that harms the interests of the company and shareholders.

Estimated Amount and Type of Daily Related Transactions for (II) 2023

Unit: RMB ten thousand yuan

2023

This is expected to account for the same industry from the beginning of the year to the same year in 2022.

Related party transactions Related party 2023 annual business ratio disclosure date and closing degree Actual business ratio 2022 actual business ratio

Category Person Amount (%) Joint Person Cumulative Amount (%) Amount Difference

Cause of what has occurred

Transaction Amount

To the related person Shenzhou related person is expected to 2023.

Sales of merchandise digital 30,000.00 29.48 271.78 10,941.30 Increase in business demand in 10.75

/Provide service related long

Service

Estimated 2023 to related person

Sales of goods zero phase 2,000.00 1.97 69.53 1,087.98 Increase in business demand in 1.07

/Due to the provision of service

Service

Note: 1. Beijing Digital China Limited, a subsidiary of Digital China, is one of the general agents of the company since February 26, 2023.

Digital China related parties become related parties of the company;

2. The denominator of the formula for calculating the proportion of similar businesses is the company's main business income for 2021;

3. The data in the above table are unaudited.

Estimates and performance of previous routine connected transactions of the (III)

Unit: RMB ten thousand yuan

Reasons for the large difference between the actual estimated amount and the actual amount incurred in 2022

The amount of the estimated amount of the transaction category.

To association

Since February 26, 2023, Digital China related parties have become

Commodity/Code Related No 10,941.30 Company Related Parties.

Provider

Service

To the related company in the 2022 related transaction forecast, based on.

The market demand at the time of the sale of the person 360, in order to have a business with the related party may occur.

Commodity/related party 2,500.00 1,087.98 Limit amount is expected, but due to changes in market and customer demand

The impact of the provision of services, etc., is expected to be consistent with the actual occurrence of the Company's related transactions.

The differences in business are normal business practices.

Note: 1. Beijing Digital China Limited, a subsidiary of Digital China, is one of the general agents of the company;

2. The data in the above table are unaudited.

Basic information and relationship of 2. related persons

Basic information of (I) related persons

1. Digital China Group Co., Ltd.

Enterprise Name Digital China Group Co., Ltd.

Type of business Limited by Share Ltd (listed)

Legal Representative Guo Wei

Registered capital RMB 659.598277 million yuan

Date of Establishment June 1, 1982

Address E1, 11th Floor, Building 1, Financial Base, No.8 Kefa Road, Yuehai Street, Nanshan District, Shenzhen

Major shareholders As of February 28, 2023, Guo Wei held 23.14 of the shares, China Sigma Co., Ltd. and.

Its concerted action person holds 11.93 per cent and the remaining shareholders hold less than 5 per cent.

For the most recent fiscal year as of December 31, 2021, total assets were $38,953.3788 million, with net assets attributable to the parent.

The main financial data is 6,080.8754 million yuan. In 2021, the operating income will be 122,384.8756 million yuan, which will be attributed

The mother's net profit was 238.0931 million yuan.

The general business items are: (1) research and development of computer hardware and supporting parts; network

Products, multimedia products, electronic information products and communication products, office automation equipment,

Installation and maintenance of instruments and meters, electrical appliances and printing phototypesetting equipment, computer application systems;

Technical consultation, technical services and technology transfer of self-produced products; import and export business; accounting

Business scope Computer hardware, software and peripheral facilities agent sales; sales of self-produced products; (II) communications.

Technical development of equipment, electronics, computer accessories; computer software, information technology, systems

Research and development of integrated systems, office automation, integrated wiring technology (excluding restricted items); (III)

Investment in the establishment of a business (specific projects to be declared separately);

Real estate development and operation. (The above items are prohibited by laws, administrative regulations and decisions of the State Council.

Except for projects, restricted projects must be licensed before they can be operated)

2. Tianjin 360 Anfu Technology Co., Ltd.

Name of enterprise Tianjin 360 Anfu Technology Co., Ltd.

Type of enterprise Limited liability company (wholly owned by legal person)

Legal Representative Zhou Hongyi

Registered capital RMB 100 million yuan

Date of Establishment 12 April 2019

Domicile: Building 2, Building A, Production Building 20, Haitai Avenue, Huayuan Industrial Zone (Huanwai), Binhai High-tech Zone, Tianjin

Floor 12 Room

Major shareholder Three Sixty Security Technology Co., Ltd. holds 100

For the most recent fiscal year ended December 31, 2021, with total assets of $5,195.573 million and net assets of $81,740.2

The main financial data of RMB 10,000; In 2021, the operating income was 3.129 million yuan and the net profit was -42.549 million yuan.

Internet, software technology development, consulting, services, transfer; advertising business; conference services;

Exhibition services; educational information consulting; communication equipment, electronic products, computer software and hardware

Business scope of parts and related equipment wholesale and retail; engaged in cultural and artistic exchange activities; value-added telecommunications services;

Information system integration services; application software development; market research. (Items subject to approval by law

business activities can only be carried out after approval by relevant departments)

3, 360 Digital Security Technology Group Co., Ltd.

Name of enterprise Three Sixty Digital Security Technology Group Co., Ltd.

Business Type Other Limited Liability Company

Legal representative Hu Zhenquan

Registered capital RMB 58.604 million yuan

Date of Establishment 28 April 2011

1773, Floor 17, 15th Floor, Building 3, No.10 Jiuxianqiao Road, Chaoyang District, Beijing

Major shareholder Tianjin 360 Anfu Technology Co., Ltd. holds 84.48

For the most recent fiscal year ended December 31, 2021, with total assets of $4,313.061 million and net assets

The main financial data of 2,955.592 million yuan; In 2021, operating income was 558.636 million yuan and net profit was-

1,029.652 million yuan.

Technology development, technology transfer, technology consulting, technical services; computer technology training;

design, production and publication of advertisements; sales of computers, software and auxiliary equipment, communication equipment,

Electronic products; organization of cultural and artistic exchange activities (excluding performances); rental of computers and communications

equipment; computer system services; software development; data processing; conference services; exhibition

Exhibition activities; import and export of goods, technology import and export, agent import and export; information security facilities.

Business scope: manufacturing of computer hardware and software and peripheral equipment; operating telecommunications business; engaging in interconnection.

Network cultural activities; radio and television program production. (Market players choose their own business projects in accordance with the law,

Carrying out business activities; operating telecommunications business; engaging in Internet cultural activities; radio and television festivals

production. As well as projects subject to approval in accordance with the law, after approval by the relevant departments, in accordance with the approved internal

To carry out business activities, shall not engage in the state and the city's industrial policy prohibited and restricted projects.

of business activities.)

Relationship between (II) and company

1. Digital China related parties

According to the aforementioned "Share Transfer Agreement" arrangement, in the next twelve months, Shenzhou Yunke will directly hold more than 5% of the company's shares. As an indirect controlling shareholder of Shenzhou Yunke, Digital China will indirectly hold more than 5% of the company's shares. According to the relevant provisions of the "Shanghai Stock Exchange Science and Technology Innovation Board Stock Listing Rules", Shenzhou Yunke and Digital China are related parties of the company. In addition, in view of the close daily transactions between the enterprises directly and indirectly controlled by Digital China and the Company, according to the principle of substance over form and prudence, the Company recognizes the enterprises directly and indirectly controlled by Digital China as related parties of the Company from the date of signing the Share Transfer Agreement.

2. Correlation between 360 and related parties

Three Sixty Digital Security and its concerted action person Beijing Qihoo Technology Co., Ltd. holds a total of more than 5% of the company's shares. According to the relevant provisions of the Shanghai Stock Exchange Science and Technology Innovation Board Stock Listing Rules, Tianjin Three Sixty

Ltd., 360 Digital Security and 360 Digital Security directly and indirectly controlled enterprises are related parties of the Company.

(III) performance capacity analysis

The counterparty is a subsidiary of the listed company Digital China (000034.SZ) and 360 Security Technology Co., Ltd. (601360.SH), which exists and continues to operate in accordance with the law, and has good performance and payment capabilities. Since the launch of the cooperation, the Company has performed well with Digital China related parties and 360 related parties, and the Company will sign contracts or agreements with counterparties for the daily related transactions expected to occur in 2023 and execute them in strict accordance with the agreement, with legal protection for performance.

Main contents of 3. daily connected transactions

The Company's daily connected transactions mainly involve the sale of goods and the provision of services to Digital China and 360 related parties. The transactions between the company and related parties of Digital China and 360 will follow the market-oriented principles of openness, fairness and impartiality, based on fair market prices, and shall be determined by both parties through consultation. For the above-mentioned daily related transactions, the company will sign specific transaction agreements within the expected scope and according to the actual business conditions, and perform in accordance with the provisions of the agreement.

Purpose of 4. Daily Connected Transactions and Impact on the Company

The company's daily related party transactions are the normal needs of the company's business development and production and operation, and belong to normal business. The above related party transactions follow the principles of openness, fairness and impartiality, and the pricing is fair and reasonable. There is no harm to the interests of the company and its shareholders, especially small and medium shareholders, and will not affect the company's operation and independence. The cooperation between the company and digital China related parties and 360 related parties has business synergy, under the stable development of the company's production and operation, related transactions with related parties of Digital China and 360 will continue to exist for a certain period of time. The company's main business or income and profit sources do not rely on such related party transactions, and the company will not rely on Digital China related parties and 360 related parties. Compared with Digital China related parties and 360 related parties, the company is independent in business, personnel, finance, assets, institutions and other aspects, and daily related party transactions will not affect the independence of the company.

Verification opinions of 5. sponsor institutions

After verification, the sponsor believes that the above-mentioned matters concerning the expected daily related party transactions in 2023 have been deliberated and approved at the 13th meeting of the second board of directors of the company, and the independent directors have expressed their prior approval on the proposal

See and agree to the independent opinion, the motion is subject to the general meeting of shareholders. As of the date of this verification opinion, the decision-making procedures for the above-mentioned related transactions are in compliance with relevant laws, regulations and the Articles of Association of the Company. The above-mentioned expected daily connected transactions of the Company are required for the daily business activities of the Company, do not harm the interests of the listed company and non-connected shareholders, will not affect the independence of the listed company, and the listed company will not rely on the related parties as a result of such transactions.

In summary, the sponsor has no objection to the daily related transactions expected by Mountain Stone Network Branch in 2023.

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(There is no text on this page, which is the signature page of "China International Capital Corporation's Verification Opinions on the Expected Daily Related Transactions of Shanshi Netcom Communication Technology Co., Ltd. in 2023")

Sponsor Representative: ____________________________

Jiang Tao Li Yunfei

China International Capital Corporation Limited

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