Mountain Stone Network Branch: Announcement of Expected Daily Related Transactions in 2023 of Mountain Stone Network Branch Communication Technology Co., Ltd.
DATE:  Mar 10 2023

Stock code: 688030 Stock abbreviation: Rock Net Branch Announcement No.: 2023-009

Convertible Bond Code: 118007 Convertible Bond Short for: Rock Convertible Bond

Shanshi Netcom Communication Technology Co., Ltd.

Announcement of Expected Daily Related Transactions in 2023

the company's board of directors and all directors to ensure that the contents of this announcement does not exist any false records, misleading statements or major omissions, and the authenticity, accuracy and completeness of the contents of the legal responsibility.

Important Content Tips:

● Whether it needs to be submitted to the general meeting of shareholders for consideration: Yes

● Impact of daily connected transactions on the Company: The content of this connected transaction is a daily connected transaction of the Company, which is based on daily business operations and is based on fair market prices, and there is no situation that affects the independence of the Company or harms the interests of the Company and its shareholders, and the Company will not become dependent on counterparties.

Basic information on 1. daily connected transactions

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

(hereinafter referred to as the "Company" or "Rock Network") shareholders.

Alpha Achieve High Tech Limited ("Alpha Achieve") in February 2023

On the 26th, 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"). Transfer its shares of the company to Shenzhou Yunke through agreement transfer 21,537,000

shares, accounting for 11.95 of the Company's total share capital, as detailed in the Shanghai Stock Exchange on February 27, 2023.

The website of the Stock Exchange (www.sse.com.cn) disclosed the "Prompt Announcement of Shanshi Netcom 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., as the indirect controlling shareholder of Shenzhou Yunke, will indirectly hold the company's shares.% Above, according to the relevant provisions of the "Shanghai Stock Exchange Science and Technology Innovation Board Stock Listing Rules", from the date of signing the "Share Transfer Agreement, shenzhou Yunke and Digital China Group Co., Ltd. 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

In the company's 2023 annual daily related transactions expected motion, related director Zhang Jinzhang avoided voting, the non-related directors present at the meeting unanimously agreed to the motion. The proposal still needs to be submitted to the general meeting of shareholders of the company for deliberation, and the affiliated shareholders Alpha Achieve, 360 Digital Security Technology Group Co., Ltd. and its concerted action person Beijing Qihoo Technology Co., Ltd. must abstain from voting.

It is estimated that the counterparties of daily related party transactions in 2023 are Digital China related parties (referring to Digital China Group Co., Ltd. (hereinafter referred to as "Digital China") and its directly and indirectly controlled enterprises) and 360 related parties (referring to Tianjin 360 Anfu Technology Co., Ltd., 360 Digital Security Technology Group Co., Ltd. (hereinafter referred to as "360 Digital Security") and 360 Digital Security directly and indirectly controlled enterprises

industry), from the date of the signing of the Share Transfer Agreement to December 31, 2023, the Company (including the merger.

subsidiaries within the scope of the report) and Digital China related parties daily related transactions (excluding tax) are not expected to exceed

Over RMB 300 million yuan, from January 1, 2023 to December 31, 2023, the company (including

The amount of daily related transactions (excluding tax) between subsidiaries included in the consolidated financial statements) and 360 related parties is expected to not exceed RMB 20 million.

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

Beginning of Year

This pre-occupied similar industry disclosure date 2022 accounted for similar industry this estimated amount.

The proportion of related transactions and related 2023 and the actual proportion of related transactions and the actual proportion of 2022.

The annual gold (%) of the person in the category of change (%) the amount difference between the cumulative amount incurred by the person (%).

The reason for the large amount of difference that has occurred.

the transaction

Amount

To the associated Shenzhou affiliate is expected.

People Sales Digital 30,000.00 29.48 271.78 10,941.30 10.75 2023 Business

Due to growth in commodity/mention-related demand

For service providers

To the associated three-six related person is expected.

People sell zero phase 2,000.00 1.97 69.53 1,087.98 1.07 2023 business

Due to increased demand for commodities/customs

For service

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

From the 26th, 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

Associated with 2022 2022

The reason for the large difference between the expected amount and the actual amount of the amount of the transaction category related person degree.

Amount

To associate the number of Shenzhou

There are no 10,941.30 sales codes related to people. Since February 26, 2023, Digital China has become a relevant party.

The commodity/party is a related party of the company.

For service

To related companies in the 2022 related transactions are expected to be based.

The sale of three-six-zero to the market demand at that time, in order to have business with related parties may occur.

The upper limit amount of 2,500.00 1,087.98 for commodities/related parties is estimated, but due to market and customer needs

The Company's related transactions are expected to be different from the actual issuance of services, such as changes in supply and demand.

There are differences in health conditions, which 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 shareholder As of February 28, 2023, Guo Wei held 23.14 of the shares, China Sigma Limited and its

Concerted parties hold 11.93 per cent of the shares, while 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 and net assets attributable to the parent were

The main financial data of 6,080.8754 million yuan; In 2021, the operating income will be 122,384.8756 million yuan, which will be net to the mother.

Profits 23,809310000 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, instruments.

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

Technical consultation, technical services and technology transfer of products; import and export business; computer hardware

Business scope: sales of parts, software and peripheral facilities; sales of self-produced products; (II) of communication equipment,

Technology development of electronics and computer accessories; computer software, information technology, system integration,

Research and development of office automation and integrated wiring technology (excluding restricted projects); (III) investment

Industry (specific projects to be declared separately); real estate on land where the right to use is legally acquired

Development and operation. (Except for those prohibited by laws, administrative regulations and decisions of the State Council,

Restricted items 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 and related equipment wholesale and retail; engaged in cultural and artistic exchange activities; value-added telecommunications business; letter

Information system integration services; application software development; market research. (Projects subject to approval in accordance with the 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 of $295,559.2.

The main financial data of RMB 10,000; In 2021, the operating income was 558.636 million yuan and the net profit was -1,029.652 million yuan.

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

Production and publication of advertisements; sales of computers, software and auxiliary equipment, communication equipment, electronic products

products; organizing cultural and artistic exchange activities (excluding performances); renting computers and communication equipment;

Computer system services; software development; data processing; conference services; undertaking exhibition activities

Business scope movement; import and export of goods, technology import and export, agent import and export; information security equipment manufacturing;

Computer hardware and software and peripheral equipment manufacturing; operating telecommunications business; engaged in Internet cultural activities;

Radio and television program production. (Market subjects choose their own business projects and carry out business activities in accordance with the law.

activities; operating telecommunications business; engaging in Internet cultural activities; and producing radio and television programs. and

Projects subject to approval in accordance with the law shall be operated in accordance with the approved contents after approval by the relevant departments.

shall not engage in the business activities of projects prohibited and restricted by the industrial policies of the state and the city.)

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. 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, Tianjin Three Sixty Security Technology Co., Ltd., Three Sixty Digital Security and Three Sixty 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 Group Co., Ltd. (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 on the 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 opinions and independent opinions on the proposal, and the proposal still needs to be deliberated by 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.

6. Internet Announcement Annex

(I) the "Prior Approval Opinions of the Independent Directors of Hillstone Netcom Communications Technology Co., Ltd. on the Company's Expected Matters of Daily Connected Transactions in 2023".

(II) "Independent Opinions of Independent Directors of Shanshi Wangke Communication Technology Co., Ltd. on Matters Related to the 13th Meeting of the Second Board of Directors";

(III) "Verification Opinions of China International Capital Corporation on the Expected Daily Related Transactions of Shanshi Netcom Communication Technology Co., Ltd. in 2023".

It is hereby announced.

Board of Directors of Shanshi Netcom Communication Technology Co., Ltd.

March 10, 2023

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