深圳市福田区中心五路 18 号星河中心大厦 19 层 电话：0755-23993388 传真：0755-86186205 邮编：518048 北京国枫（深圳）律师事务所 关于梦网云科技集团股份有限公司 2025 年第二次临时股东会的 法律意见书 国枫律股字[2025]C0097 号 致：梦网云科技集团股份有限公司（贵公司） 北京国枫（深圳）律师事务所（以下简称"本所"）接受贵公司的委托，指派律师出 席并见证贵公司 2025 年第二次临时股东会（以下简称"本次会议"）。 本所律师根据《中华人民共和国公司法》（以下简称"《公司法》"）、《中华人民 共和国证券法》（以下简称"《证券法》"）、《上市公司股东会规则》（以下简称"《股 东会规则》"）、《律师事务所从事证券法律业务管理办法》（以下简称"《证券法律业 务管理办法》"）、《律师事务所证券法律业务执业规则（试行）》（以下简称"《证券 法律业务执业规则》"）等相关法律、行政法规、规章、规范性文件及《梦网云科技集 团股份有限公司章程》（以下简称"《公司章程》"）的规定，就本次会议的召集与召开 程序、召集人资格、出席会议人员资格、会议表决程序及表决结果等事宜，出具本法 ...

Group 1 - The Shenzhen High-tech Investment High-end Equipment Industry Private Equity Investment Fund Partnership has increased its registered capital to 1.54 billion yuan [1] - New shareholders include Dream Network Technology, Hongfuhan, and Tianjin Zhuoyi Enterprise Management Co., Ltd [1] - The fund was established in December 2024 and engages in private equity investment, investment management, and asset management activities [1]

Core Insights - The overall activity level of the A-share merger and acquisition market in China has slightly decreased, characterized by high frequency, diverse participants, and broad sectors [1] - A total of 80 merger and acquisition events were disclosed during the period, with a total transaction amount of 601.88 billion RMB, showing a significant increase in both the number and value of major M&A events compared to the previous period [2] - The real estate management and development, other metals and mining, semiconductor products, electronic equipment, instruments and components, electrical equipment, and automotive parts sectors are particularly active in M&A activities [2][3] - Private enterprises and local state-owned enterprises are actively engaging in horizontal integration and strategic cooperation, indicating diverse motivations for mergers and acquisitions [1][2] - The M&A market is expected to further release integration and value reconstruction potential, supported by regulatory policy optimization, economic recovery, policy encouragement, and capital market reforms [1] M&A Market Overview - The number of major M&A events in the A-share market increased by 60% compared to the previous period, with a total disclosed transaction amount of 601.88 billion RMB, representing a 187.97% increase [2] - Key sectors for M&A activities include real estate management and development, other metals and mining, semiconductor products, electronic equipment, instruments and components, electrical equipment, and automotive parts [2] - The market is entering a new phase characterized by "efficiency improvement + structural optimization," driven by policy and proactive corporate adjustments [2] Listed Companies' M&A Plans - A total of 44 listed companies announced or planned M&A activities, with an average stock price fluctuation of 7.53% over two weeks [2] - 22 companies made significant progress after announcing M&A plans, with an average stock price fluctuation of 3.76% [2] - The number of major restructuring events increased by 60% compared to the previous period, with research enthusiasm rising by 11.54% [2] Companies with Significant Progress - Companies such as Yunnan Cheng Investment and AnYuan Coal Industry have made notable advancements in their M&A plans, with various strategic objectives including asset adjustments and diversification [10][11] - The progress of these companies reflects a broader trend of active restructuring and strategic realignment within the A-share market [10][11] Market Sentiment and Performance - The restructuring index showed a fluctuation of 5.10% over the two-week period, indicating a positive sentiment in the M&A market [12] - The average price-to-earnings (PE) ratios and market values of companies involved in M&A activities vary significantly, reflecting diverse market conditions and investor sentiments [7][8]

证券之星消息，8月21日通信服务板块较上一交易日上涨1.34%，*ST亿通领涨。当日上证指数报收于 3771.1，上涨0.13%。深证成指报收于11919.76，下跌0.06%。通信服务板块个股涨跌见下表： | 代码 | 名称 | 收盘价 | 涨跌幅 | 成交量(手) | 成交额(元) | | | --- | --- | --- | --- | --- | --- | --- | | 300211 | *ST亿通 | 9.85 | 5.91% | 15.23万 | | 1.48亿 | | 002123 | 梦网科技 | 16.08 | 5.03% | 155.47万 | | 24.75 乙 | | 300921 | 南凌科技 | 26.02 | 2.93% | ● 15.31万 | | 2556'E | | 600050 | 中国联通 | 5.66 | 2.72% | 1054.10万 | | 59.88 65 | | 601728 | 中国电信 | 7.53 | 2.03% | 223.03万 | | 16.70亿 | | 600941 | 中国移动 | 109.02 | 1.24% | 21.37万 | ...

梦网云科技集团股份有限公司 关于部分股票期权注销完成的公告 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。 梦网云科技集团股份有限公司（以下简称"公司"）2021年股票期权激励计 划首次授予部分股票期权注销手续于近日在中国证券登记结算有限责任公司深 圳分公司办理完毕，现将有关情况公告如下： 一、股票期权注销事项概述 证券代码：002123 证券简称：梦网科技 公告编号：2025-074 2025 年 8 月 13 日，公司召开了第九届董事会第二次会议，审议通过了《关 于注销部分股票期权的议案》，鉴于激励对象在 2021 年股票期权激励计划首次授 予第三个可行权期内（2025 年 3 月 19 日至 2025 年 7 月 18 日）未行权数量为 5,761,552 份。根据《上市公司股权激励管理办法》、《2021 年股票期权激励计划 （草案）》等相关规定，公司将上述原因确认的股票期权注销，本次注销不影响 公司股权激励计划的实施。本次注销具体内容详见公司于 2025 年 8 月 14 日刊登 于巨潮资讯网的《关于注销部分股票期权的公告》（公告编号：2025-071 ...

Group 1 - The company held its ninth board meeting on August 13, 2025, where all seven participating directors voted in favor of several resolutions [2][3][4] - The company plans to acquire all shares of Hangzhou Bicheng Digital Technology Co., Ltd. through a combination of issuing shares and cash payment, while also raising matching funds from no more than 35 specific investors [3][5] - The audit reference date for the transaction has been updated to May 31, 2025, and the company has prepared a revised draft of the transaction report based on updated financial data [3][20] Group 2 - The board approved a supplementary agreement for a performance compensation agreement with specific individuals and entities, which is subject to certain conditions [5][21] - The board also approved the related audit reports and evaluation reports for the transaction, which are necessary for compliance with regulations [7][20] - The company has committed to measures to compensate for the dilution of immediate returns resulting from the transaction, ensuring that the interests of minority investors are protected [10][20] Group 3 - The company announced the cancellation of certain proposals for the upcoming second extraordinary general meeting of shareholders and added new temporary proposals [12][18] - The second extraordinary general meeting is scheduled for August 25, 2025, and will include both on-site and online voting options for shareholders [25][27] - The company has set the record date for shareholders to participate in the meeting as August 20, 2025 [29] Group 4 - The company will cancel a total of 5,761,552 stock options that were not exercised during the third exercise period of the 2021 stock option incentive plan, which represents 0.7153% of the total share capital [16][54] - The cancellation of these stock options is in accordance with the relevant regulations and does not affect the implementation of the company's incentive plan [54][62]

Core Points - The company held its first independent director meeting of the 9th board on August 13, 2025, to discuss significant transactions and agreements [1][2][3] - The company plans to acquire all shares of Hangzhou Bicheng Digital Technology Co., Ltd. through a combination of issuing shares and cash payments, while also raising supporting funds from up to 35 qualified specific investors [1][2] - The meeting approved the updated audit report and financial data as of May 31, 2025, for the transaction [2][3] - A supplementary performance compensation agreement will be signed with specific individuals and partnerships [2] - The company analyzed the impact of the transaction on immediate returns and proposed measures to mitigate any dilution of returns for small and medium investors [4] Group 1 - The independent director meeting was legally convened with all three independent directors present [1] - The company will issue shares and pay cash to acquire the target company, along with raising funds from specific investors [1][2] - The audit report and financial data were updated to reflect the new audit benchmark date [2][3] Group 2 - A supplementary performance compensation agreement will be established with specific parties involved in the transaction [2] - The company has committed to measures to address the dilution of immediate returns resulting from the transaction [4]

Core Viewpoint - The company is undergoing a significant asset restructuring by issuing shares and cash to acquire all shares of Hangzhou Bicheng Digital Technology Co., Ltd, while ensuring compliance with insider trading regulations and confirming that related parties' stock trading activities do not pose substantial obstacles to the transaction [1][2][3]. Group 1: Transaction Overview - The company plans to issue shares and pay cash to acquire all shares of Bicheng Digital and raise supporting funds for this transaction [2]. - The self-inspection period for insider information trading is set from July 1, 2024, to June 26, 2025, prior to the disclosure of the restructuring report [2][3]. Group 2: Insider Trading Self-Inspection - The company conducted a self-inspection of insider trading activities during the specified period, confirming that relevant insiders did not engage in stock trading that would constitute insider trading [3][5]. - Specific trading activities by insiders were documented, including stock purchases and sales, with assurances that these actions were based on publicly available information and independent judgment [4][5]. Group 3: Commitments from Insiders - Insiders involved in the transaction provided commitments stating that their stock trading activities were not influenced by any insider information and were purely personal investment decisions [4][5]. - The commitments included agreements to remit any profits from stock trading during the self-inspection period to the company, ensuring compliance with regulations against insider trading [5][6]. Group 4: Independent Advisor Opinions - Both independent financial and legal advisors reviewed the self-inspection reports and confirmed that the trading activities of insiders did not constitute insider trading and would not impede the transaction [6][7].

Group 1 - The company held its ninth board meeting on August 13, 2025, where all seven participating directors voted in favor of the proposal regarding the acquisition of Hangzhou Bicheng Digital Technology Co., Ltd. through a combination of issuing shares and cash payment [1][2] - The board approved the updated audit report and review report as of May 31, 2025, which are essential for the ongoing acquisition process [4][7] - The company plans to sign a supplementary performance compensation agreement with specific parties, which has been approved by the board and will be submitted for shareholder meeting review [3][9] Group 2 - The company has analyzed the impact of the acquisition on immediate returns and proposed specific measures to mitigate any dilution of returns, which have been approved by the board [5][6] - The board agreed to cancel certain proposals originally intended for the second extraordinary general meeting in 2025 and replace them with new temporary proposals [8][9] - The company will cancel unexercised stock options from the 2021 stock option incentive plan, totaling 5,761,552 options, affecting 243 individuals, which represents 0.7153% of the total share capital [9][10]

梦网云科技集团股份有限公司董事会 关于批准公司本次交易相关的加期审计报告及备考审阅报告的说明 梦网云科技集团股份有限公司（以下简称"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"）。 鉴于本次交易相关的审计报告、备考审阅报告有效期已届满，根据相关规定，本 次交易审计基准日更新至 2025 年 5 月 31 日。 董事会拟将前述相关审计报告、备考审阅报告用于本次交易的信息披露并作为向 监管部门提交的申报材料。 （以下无正文） （本页无正文，为《梦网云科技集团股份有限公司董事会关于批准公司本次交易相关 的加期审计报告及备考审阅报告的说明》之盖章页） 梦网云科技集团股份有限公司董事会 根据《上市公司重大资产重组管理办法》 的相关规定，公司聘请的符合《中华人民共和国证券法》规定的中喜会计师事务所（特 殊普通合伙）以 2025 年 5 月 31 日为基准日，对标的公司进行了补充审计并出具了 "中喜财审 2025S03130 号"《杭州碧橙数字技术股份有限公司 2025 年 1-5 月、2024 年度、2023 年度财务报表的审计报告》。中喜会计师事务所（特殊普 ...