Core Viewpoint - The company, DreamNet Technology Group Co., Ltd., has decided to terminate the issuance of shares and cash payment for the acquisition of Hangzhou Bicheng Digital Technology Co., Ltd. and related fundraising activities [2][3]. Group 1: Transaction Details - The company held a board meeting on August 28, 2025, where it approved the termination of the transaction involving the issuance of shares and cash payment for asset acquisition [2][3]. - The self-inspection period for insider trading related to this transaction was from June 26, 2025, to August 28, 2025 [3][4]. Group 2: Insider Trading Investigation - The scope of the insider trading investigation included the company's directors, supervisors, senior management, controlling shareholders, and their immediate family members, as well as the counterparties and their related parties [4][5]. - The investigation concluded that there were no instances of insider trading by the relevant parties during the self-inspection period [5][6]. Group 3: Legal and Financial Advisory Opinions - Both independent financial advisors and legal advisors confirmed that there were no transactions involving the company's stock by insiders or related parties during the self-inspection period [5][6].

Core Viewpoint - The report from Grandway Law Offices indicates that Mengwang Cloud Technology Group Co., Ltd. has terminated its plan to issue shares and pay cash for asset acquisition, along with related fundraising and transactions [1][2]. Group 1: Legal and Regulatory Framework - The law firm conducted the review based on various legal documents including the Company Law, Securities Law, and relevant restructuring management regulations [2]. - The review period for insider trading was defined from June 26, 2025, to August 28, 2025, during which the firm monitored stock trading activities of insiders [2][3]. Group 2: Insider Trading Investigation - The investigation confirmed that there were no stock trading activities by insiders during the specified review period, as verified by documents from the Shenzhen branch of China Securities Depository and Clearing Corporation [4]. - The scope of the investigation included all relevant parties and their immediate family members who had access to insider information [3][4]. Group 3: Conclusion - The law firm concluded that there were no violations of insider trading regulations by the relevant parties during the review period, ensuring compliance with legal standards [4].

Core Viewpoint - The company, DreamNet Technology Group Co., Ltd., has decided to terminate its plan to issue shares and pay cash for the acquisition of Hangzhou Bicheng Digital Technology Co., Ltd., along with raising supporting funds and related transactions [1] Group 1: Transaction Details - The board of directors of DreamNet Technology convened on August 28, 2025, and approved the proposal to terminate the issuance of shares and cash payment for asset acquisition [1] - The independent financial advisor, Founder Securities, conducted a review of insider trading related to this transaction, confirming that no insider trading occurred during the self-inspection period [2] Group 2: Insider Information Review - The scope of the insider information review included key personnel involved in the transaction [1] - The self-inspection period for insider information was from June 26, 2025, to August 28, 2025, covering the time from the disclosure of the major asset restructuring report to the termination of the restructuring [1] - The independent financial advisor confirmed that during the self-inspection period, there were no instances of insider trading by the relevant parties or their immediate family members [2]

Core Viewpoint - The company has decided to terminate the issuance of shares and cash payment for the acquisition of Hangzhou Bicheng Digital Technology Co., Ltd. and related fundraising activities [1] Group 1: Transaction Details - The company planned to issue shares and pay cash to acquire all shares of Bicheng Digital and raise matching funds [1] - The board of directors approved the termination of the transaction on August 28, 2025 [1] Group 2: Insider Trading Investigation - The company conducted a self-examination regarding insider trading, confirming that no insider or their immediate relatives traded the company's stock during the investigation period [2][3][4] - The investigation period for insider information was from June 26, 2025, to August 28, 2025 [2] Group 3: Verification Opinions - Independent financial advisors confirmed that there were no stock trades by insiders or their immediate relatives during the self-examination period [3] - Legal advisors also verified that no insider trading occurred during the specified period [4]

北京国枫律师事务所 北京国枫律师事务所 Grandway Law Offices 北京市东城区建国门内大街 26 号新闻大厦 7 层 邮编：100005 关于梦网云科技集团股份有限公司 终止发行股份及支付现金购买资产并募集配套资金 暨关联交易相关主体买卖股票情况自查报告的 专项核查意见 国枫律证字[2025]AN108-7号 2025 年 8 月 28 日，上市公司召开第九届董事会第四次会议，审议通过了《关 于终止发行股份及支付现金购买资产暨关联交易事项的议案》，同意上市公司终 止本次重组。 本所律师根据《公司法》《证券法》《重组管理办法》《26 号格式准则》 《上市类 1 号指引》等有关法律、行政法规及规范性文件的要求，对本次重组的 相关内幕信息知情人自上市公司《重组报告书(草案)》披露之日至《关于终止发 行股份及支付现金购买资产并募集配套资金暨关联交易事项的公告》披露之日 (即自 2025 年 6 月 26 日至 2025 年 8 月 28 日止，以下称"核查期间"或"自查 期间")在二级市场买卖上市公司股票的情况进行了专项核查，并出具本专项核 查意见。 电话(Tel)：010-66090088/8800 ...

终止发行股份及支付现金购买资产并募集配套资金暨关联交易相关主体 买卖股票情况自查报告之核查意见 梦网云科技集团股份有限公司（以下简称"梦网科技""上市公司"）拟发行股份 及支付现金购买杭州碧橙数字技术股份有限公司全部股份并募集配套资金（以下简称 "本次交易"）。 上市公司于 2025 年 8 月 28 日召开第九届董事会第四次会议，审议通过了《关于 终止发行股份及支付现金购买资产并募集配套资金暨关联交易事项的议案》，同意上 市公司终止发行股份及支付现金购买资产并募集配套资金暨关联交易事项。 方正证券承销保荐有限责任公司（以下简称"本独立财务顾问"）作为本次交易 的独立财务顾问，根据《中华人民共和国证券法》《上市公司重大资产重组管理办法》 《公开发行证券的公司信息披露内容与格式准则第 26 号——上市公司重大资产重组》 《监管规则适用指引——上市类第 1 号》等有关法律、法规及规范性文件的规定，对 上市公司本次交易相关内幕信息知情人买卖上市公司股票的情况进行了核查，具体如 下： 一、相关内幕信息知情人核查范围及自查期间 （一）相关内幕信息知情人核查范围 本次交易的内幕信息知情人核查范围包括： 方正证券承销保荐有 ...

证券代码：002123 证券简称：梦网科技 公告编号：2025-082 梦网云科技集团股份有限公司 关于终止发行股份及支付现金购买资产并募集配套资金暨 关联交易相关主体买卖股票情况的自查报告 本公司及董事会全体成员保证信息披露内容的真实、准确和完整，没有 虚假记载、误导性陈述或重大遗漏。 一、相关内幕信息知情人核查范围及自查期间 （一）相关内幕信息知情人核查范围 重要内容提示： 根据中国证券登记结算有限责任公司深圳分公司出具的《信息披露义务人持 股及股份变更查询证明》《股东股份变更明细清单》以及相关主体出具的声明与 承诺等文件，在自查期间，本次交易的内幕信息知情人及相关各方、相关人员及 其直系亲属不存在买卖梦网云科技集团股份有限公司（以下简称"梦网科技""上 市公司""公司"）股票的情况。 公司拟发行股份及支付现金购买杭州碧橙数字技术股份有限公司（以下简称 "碧橙数字"或"标的公司"）全部股份并募集配套资金（以下简称"本次交易"）。 公司于 2025 年 8 月 28 日召开第九届董事会第四次会议，审议通过了《关于 终止发行股份及支付现金购买资产并募集配套资金暨关联交易事项的议案》，同 意公司终止发行股份及支 ...

Core Viewpoint - Mengwang Technology Group Co., Ltd. has decided to terminate the acquisition of Hangzhou Bicheng Digital Technology Co., Ltd. due to a significant issue regarding the freezing of shares held by one of the counterparties, which has raised concerns about the transaction's viability [1][2]. Group 1: Transaction Details - The acquisition process began on January 1, with Mengwang Technology announcing plans to purchase a controlling stake in Bicheng Digital, leading to a stock suspension starting January 2 [1]. - The final transaction price for 100% equity of Bicheng Digital was set at 1.28 billion yuan, with an additional fundraising plan of up to 830 million yuan [1]. - The shareholders approved the transaction on August 25, and the company reported no significant issues that could lead to a withdrawal or change in the transaction until the release of the half-year report [1]. Group 2: Termination Reasons - The termination was prompted by a court summons received by Hangzhou Chengxiang Enterprise Management Partnership, which led to the freezing of 10.51 million shares of Bicheng Digital, representing 16.42% of its total equity [2]. - Mengwang Technology stated that the frozen shares significantly impacted the transaction, leading to the decision to terminate after thorough consideration and discussions with the counterparties [2]. - The company clarified that it became aware of the share freezing on the same day it decided to terminate the transaction and acted promptly to disclose this information [2]. Group 3: Company Performance and Future Strategy - Mengwang Technology is recognized as a leading cloud communication service provider, focusing on creating a comprehensive cloud communication platform [3]. - Despite facing continuous losses from 2021 to 2023, the company reported a turnaround in 2024, with a half-year revenue of 1.539 billion yuan, a year-on-year decrease of 33.89%, and a slight increase in net profit [3]. - The company plans to enhance its performance by focusing on core cloud communication services, integrating AI with communication, expanding into international markets, making strategic investments, and controlling costs [3].

Group 1 - The company held an investor briefing on September 1 regarding the termination of a major asset restructuring and related transactions, with key executives present to address investor concerns [1] - The company stated that the termination of the restructuring will not have a significant adverse impact on its production operations and financial status, emphasizing that stock prices are influenced by multiple factors [2] - The company confirmed that it will not plan any major asset restructuring within one month following the announcement of the termination and will disclose any future plans in accordance with regulations [3] Group 2 - The company aims to enhance performance by focusing on core cloud communication business, deepening AI and communication integration, expanding international markets, making strategic investments, and strictly controlling costs [3] - There are currently no plans for share buybacks or increases in holdings, but the company will disclose any future plans promptly [4] - The company maintains a good cooperative relationship with Alibaba and confirmed that there is no compensation mechanism in place for unmet performance commitments by the target company, Bicheng Digital [4]

Core Viewpoint - The company, DreamNet Technology (002123.SZ), has stated that the termination of its major asset restructuring will not significantly adversely affect its production operations and financial status [1] Group 1: Business Operations - The company's production and operational conditions are reported to be normal [1] - The company plans to focus on its core cloud communication business and deepen the integration of AI and communication [1] Group 2: Strategic Initiatives - The company aims to expand into international markets and make strategic investments while strictly controlling costs to enhance performance [1] - Recently, the company established DreamNet Cloud Intelligence Technology Co., Ltd. to explore new growth directions [1]