Core Insights - The company, DreamNet Cloud Technology Group Co., Ltd., is undergoing a significant asset restructuring by acquiring 100% of the shares of Bicheng Digital through a combination of cash and stock issuance, with a total transaction value of 128 million yuan [2][3][4]. Company Overview - DreamNet Cloud Technology Group Co., Ltd. was formerly known as Rongxin Power Electronics Co., Ltd. and has undergone several name changes since its establishment. The company is headquartered in Anshan, Liaoning Province, with a registered capital of 805,420,590 yuan [1]. - The company operates in the software and information technology services industry, focusing on the development and sales of computer software and hardware, electronic products, and various power electronic components [1][2]. Major Asset Restructuring - The board of directors has approved a plan to acquire Bicheng Digital, with the assessed value of the 100% equity stake being 131,173.92 million yuan. After deducting cash dividends, the final transaction price is set at 128 million yuan [2][3]. - The company plans to issue 100,240,954 shares at a price of 8.30 yuan per share, raising up to 83 million yuan in supporting funds, with 44.8 million yuan allocated for cash payment and 38.2 million yuan for working capital [2][3]. Financial Reporting Basis - The pro forma financial statements are prepared under the assumption that the asset restructuring was completed on January 1, 2023, and are based on the financial reports audited by Zhongxi CPA for the years 2023 and 2024 [3][4]. - The pro forma financial statements reflect the company's financial position and performance as if the acquisition had occurred at the specified date, adhering to relevant accounting standards [4][5]. Accounting Policies and Estimates - The company has established specific accounting policies and estimates for financial instruments, fixed asset depreciation, intangible asset amortization, and revenue recognition, which are detailed in the financial statement notes [4][5]. - The pro forma financial statements do not include cash flow statements or changes in equity statements, focusing solely on consolidated financial information [4][5].

Core Viewpoint - The document outlines the legal opinions regarding the asset acquisition and capital raising by DreamNet Cloud Technology Group Co., Ltd, emphasizing compliance with relevant laws and regulations [2][4][10]. Group 1: Legal Framework and Compliance - The law firm has conducted due diligence based on various legal regulations, including the Company Law and Securities Law, confirming that the restructuring plan complies with all relevant legal requirements [2][4]. - The restructuring constitutes a major asset reorganization and related party transaction but does not qualify as a reverse listing [4][10]. Group 2: Parties Involved - DreamNet Technology is confirmed to be a legally existing company listed on the Shenzhen Stock Exchange, with no legal issues affecting its ability to participate in the transaction [5]. - The transaction counterparties, including 16 shareholders of the target company, have been verified to possess full civil capacity and legal standing to engage in the transaction [5]. Group 3: Approval and Authorization - The restructuring has received necessary approvals, including a decision from the antitrust review authority not to conduct further examination [6]. - Additional approvals required for the restructuring are outlined, with the firm confirming that all current necessary procedures have been followed [6][10]. Group 4: Substantial Conditions - The transaction meets the substantial conditions set forth in the restructuring management regulations, with no significant administrative penalties reported against the target company during the review period [7][10]. - The ownership of the target assets is clear, with no disputes or potential disputes identified, except for a portion of shares under pledge [8][12]. Group 5: Target Assets and Business Operations - The target assets consist of 100% equity in BiCheng Digital, which is confirmed to be a legally existing entity with no legal issues affecting its operations [10][11]. - BiCheng Digital has established 45 subsidiaries, with all subsidiaries legally registered and operational within their approved business scopes [13][19].

Company Overview - Hangzhou Bicheng Digital Technology Co., Ltd. was established by individuals Xu Wenjia and Yang Ting, transitioning from Hangzhou Bicheng Network Technology Co., Ltd. to a joint-stock company on July 10, 2020 [1] - The company operates in the e-commerce service industry, providing comprehensive e-commerce operation services to brand owners, including brand retail, channel distribution, brand operation management, and digital marketing services [1] Financial Reporting - The financial statements have been prepared based on the assumption of going concern and in accordance with the relevant accounting standards issued by the Ministry of Finance and the China Securities Regulatory Commission [1][2] - The financial statements reflect the company's financial position and operating results as of May 31, 2025, December 31, 2024, and December 31, 2023 [3] Consolidation Scope - The consolidated financial statements include 47 subsidiaries, with details provided in the notes section [1] Accounting Policies - The company has established specific accounting policies for financial instrument impairment, fixed asset depreciation, intangible asset amortization, and revenue recognition based on its operational characteristics [2][3] - The company uses the accrual basis for accounting, with historical cost as the measurement basis for most financial statements [2] Financial Instruments - Financial assets are classified into three categories at initial recognition: measured at amortized cost, measured at fair value with changes recognized in other comprehensive income, and measured at fair value with changes recognized in profit or loss [8] - The company assesses expected credit losses based on the risk of default and recognizes impairment losses accordingly [14][16] Inventory Management - Inventory is measured at the lower of cost and net realizable value, with provisions for inventory write-downs recognized when necessary [18][19] Fixed Assets - Fixed assets are recognized when it is probable that future economic benefits will flow to the company and the cost can be measured reliably, with depreciation calculated using the straight-line method over their useful lives [29][30] Long-term Investments - Long-term equity investments are accounted for using the cost method for controlled entities and the equity method for joint ventures and associates [24][25]

Group 1 - The article discusses the special verification opinion issued by Grandway Law Offices regarding the stock trading activities of insiders related to the restructuring of DreamNet Cloud Technology Group Co., Ltd. [1][2] - The verification period for insider trading is defined as six months prior to the suspension of trading due to the restructuring until the day before the disclosure of the restructuring report draft, specifically from July 1, 2024, to June 26, 2025 [2][3] - The law firm conducted a thorough review of the stock trading activities of relevant parties and insiders during the verification period, ensuring compliance with legal standards and regulations [3][8] Group 2 - The verification identified specific individuals involved in the stock trading activities, including Wang Hua, Xu Haijin, and Wu Ling, who provided commitment letters affirming their compliance with insider trading regulations [5][7] - Wang Hua reported buying 26,000 shares and selling 11,200 shares of DreamNet Technology during the verification period, asserting that these transactions were based on publicly available information [5][6] - The conclusion of the verification indicates that the trading activities of the relevant parties do not constitute insider trading and will not pose substantial legal obstacles to the restructuring transaction [8]

Core Viewpoint - The legal opinion letter from Grandway Law Offices confirms that DreamNet Cloud Technology Group Co., Ltd. has properly followed the necessary procedures to cancel part of its 2021 stock option incentive plan, specifically the unexercised stock options due to expiration [1][3][4]. Group 1: Approval and Authorization - The company held a shareholders' meeting on July 13, 2021, where it approved the authorization for the board of directors to handle matters related to the 2021 stock option incentive plan [3]. - The board of directors determined that stock options not exercised during the designated exercise period should be canceled, in accordance with the relevant regulations [3][4]. - A total of 5,761,552 stock options were identified as unexercised and are to be canceled as they were not exercised by the deadline [3][4]. Group 2: Specifics of the Cancellation - The cancellation of stock options is in line with the provisions of the stock option incentive management regulations and the company's incentive plan [4]. - The third exercise period for the stock options ended on July 18, 2025, and the unexercised options will be canceled as per the established rules [4]. - The company is required to disclose this cancellation in accordance with the relevant regulations and apply for the cancellation procedures with the China Securities Depository and Clearing Corporation [4]. Group 3: Conclusion - The legal opinion concludes that the company has fulfilled all necessary approval procedures for the cancellation, and the action complies with applicable laws and regulations [5].

Core Viewpoint - The company plans to issue shares and pay cash to acquire all shares of Hangzhou Bicheng Digital Technology Co., Ltd., while also raising supporting funds, which may dilute the immediate returns for investors [1][5]. Financial Impact Analysis - Total assets before the transaction: 360,177.67 million; after the transaction (pro forma): 584,826.15 million, representing a 62.37% increase [2]. - Total liabilities before the transaction: 181,329.43 million; after the transaction (pro forma): 313,712.29 million, representing a 73.01% increase [2]. - Operating income before the transaction: 119,717.62 million; after the transaction (pro forma): 163,950.46 million, representing a 36.95% increase [2]. - Net profit before the transaction: 147.11 million; after the transaction (pro forma): 2,075.68 million, representing a 1,310.96% increase [2]. - Basic earnings per share before the transaction: -0.01; after the transaction (pro forma): 0.01, representing a 200.00% increase [2]. Measures to Mitigate Dilution - The company will enhance operational management and internal controls to improve efficiency [3]. - Effective integration of the target company will be pursued to leverage synergies and enhance profitability [3]. - The company will refine its profit distribution policy to strengthen investor return mechanisms [3]. Commitments from Stakeholders - The controlling shareholder and actual controller have made irrevocable commitments to ensure the fulfillment of measures to compensate for potential dilution of returns [4]. - The board of directors and senior management have also committed to ensuring the execution of these measures [4]. Independent Financial Advisor's Opinion - The independent financial advisor believes that the company's analysis regarding the potential dilution of immediate returns is reasonable and that the proposed measures to mitigate this dilution comply with relevant regulations aimed at protecting the rights of minority investors [5][6][7].

Core Viewpoint - The report outlines the self-examination of insider trading activities related to the acquisition of Hangzhou Bicheng Digital Technology Co., Ltd. by DreamNet Cloud Technology Group Co., Ltd. and confirms that no insider trading occurred during the specified period [1][4]. Group 1: Transaction Overview - DreamNet Cloud Technology Group Co., Ltd. plans to issue shares and pay cash to acquire all shares of Hangzhou Bicheng Digital Technology Co., Ltd. and raise supporting funds [1]. - The independent financial advisor, Founder Securities, conducted a review of insider trading activities related to this transaction [1]. Group 2: Insider Information and Self-Examination Period - The self-examination period for insider information was set from July 1, 2024, to June 26, 2025, which is six months prior to the suspension of trading until the day before the disclosure of the restructuring report [1][2]. - The scope of the insider information review included individuals involved in the transaction and their trading activities during the self-examination period [1]. Group 3: Trading Activities and Commitments - Individuals identified as insiders, including Wang Hua and Wu Ling, reported their trading activities, confirming that their transactions were based on publicly available information and independent judgment [2][3][4]. - Each insider provided a commitment stating that their trading activities did not involve insider information and that any profits from these trades would be surrendered to the company [3][4]. Group 4: Independent Financial Advisor's Opinion - The independent financial advisor concluded that the trading activities of the identified insiders did not constitute insider trading and would not pose a legal obstacle to the transaction, provided that the commitments made by the insiders were fulfilled [4].

Core Points - The company, DreamNet Technology, announced the cancellation of a portion of stock options due to unexercised options from the 2021 stock option incentive plan [2] Group 1 - The company will hold its ninth board meeting on August 13, 2025, to review the proposal for the cancellation of stock options [2] - A total of 5,761,552 stock options from the third exercisable period (March 19, 2025, to July 18, 2025) remain unexercised and will be canceled according to relevant regulations [2]

证券日报网讯 8月13日晚间，梦网科技发布公告称，公司第九届董事会第二次会议审议通过了《关于及 其摘要的议案》等多项议案。 （文章来源：证券日报） ...

Group 1 - The company announced that its ninth second board meeting will be held on August 13, 2025, in both in-person and communication formats [2] - The meeting will review proposals related to the approval of the audit report, review report, and evaluation report for the current transaction [2]