梦网云科技集团股份有限公司董事会 基本每股收益 （元/股） 本次交易完成后，上市公司的资产规模、营业收入、净利润、每股收益等财务指 标将得到提升，资产负债率基本不变，不考虑配套融资的影响，2024 年上市公司每股 收益财务指标有所增加。但若标的公司盈利能力低于预期，上市公司未来每股收益短 期内可能会下滑，每股即期回报存在可能被摊薄的风险。 二、上市公司应对本次交易摊薄即期回报采取的措施 关于本次交易摊薄即期回报情况及采取填补措施的说明 梦网云科技集团股份有限公司（以下简称"公司"或"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"） 根据《国务院办公厅关于进一步加强资本市场中小投资者合法权益保护工作的意 （国办发〔2013〕110 号）、 见》 《国务院关于进一步促进资本市场健康发展的若干意见》 （国发〔2014〕17 号）和《关于首发及再融资、重大资产重组摊薄即期回报有关事项 的指导意见》（证监会公告〔2015〕31 号）等规定的要求，为保障中小投资者利益， 公司就本次交易对即期回报摊薄的影响进行了分析并提出了具体的填补回报措施，相 关主体对公 ...

Group 1 - The company intends to issue shares and pay cash to acquire all shares of Hangzhou Bicheng Digital Technology Co., Ltd. and raise supporting funds [1][2] - The board of directors has ensured the completeness and compliance of the legal procedures for this transaction, adhering to relevant laws and regulations [1][3] - The company has maintained confidentiality regarding the transaction and has registered insider information [1][2] Group 2 - The board has reviewed and approved the relevant proposals and documents related to the major asset restructuring, fulfilling information disclosure obligations [2][3] - Legal opinions have been obtained from the company's legal advisors confirming the validity of the submitted legal documents for the transaction [3][4] - The company guarantees that the content of the submitted legal documents is true, accurate, and complete, with no false statements or omissions [4]

Core Viewpoint - The company is conducting a transaction to acquire all shares of Hangzhou Bicheng Digital Technology Co., Ltd. and has engaged Shanghai Zhonghua Asset Appraisal Co., Ltd. as the evaluation agency to assess the market value of the target assets [1][2]. Group 1: Independence and Reasonableness of the Evaluation - The evaluation agency, Shanghai Zhonghua, has no related party relationships with the company or the transaction counterpart, ensuring its independence [1]. - The assumptions made in the evaluation report comply with national laws and regulations, and are reasonable according to market practices and asset appraisal standards [1][2]. Group 2: Evaluation Methodology and Purpose - The purpose of the evaluation is to determine the market value of the target assets as of the evaluation benchmark date, providing a reference for the transaction [2]. - The evaluation methods used are appropriate, and the conclusions drawn are reasonable, reflecting the actual situation of the evaluated assets [2]. Group 3: Fairness of the Transaction Price - The transaction price will be based on the evaluation report, adjusted for cash dividends during the transition period, ensuring fairness and reasonableness without harming the interests of the company and minority shareholders [2].

Group 1 - The company intends to issue shares and pay cash to acquire all shares of Hangzhou Bicheng Digital Technology Co., Ltd. and raise matching funds for this transaction [1] - The board of directors confirms that all related parties involved in this transaction have not been investigated for insider trading related to this transaction and have not faced administrative penalties or criminal charges in the last 36 months [1]

Core Viewpoint - The company intends to issue shares and pay cash to acquire all shares of Hangzhou Bicheng Digital Technology Co., Ltd. and raise supporting funds for this transaction [1][2]. Group 1: Transaction Details - The transaction requires multiple approval processes, including approval from the company's shareholders' meeting, review by the Shenzhen Stock Exchange, registration with the China Securities Regulatory Commission, and clearance from national antitrust authorities [1]. - The implementation of the transaction is contingent upon obtaining the necessary approvals and there is uncertainty regarding the timing and outcome of these approvals [1]. Group 2: Compliance and Disclosure - The company will continue to advance the transaction and will strictly adhere to relevant laws and regulations regarding information disclosure [2]. - Investors are advised to pay attention to subsequent announcements and to be aware of investment risks [2].

Group 1 - The company plans to issue shares and pay cash to acquire 100% of Hangzhou Bicheng Digital Technology Co., Ltd. and raise supporting funds [1] - The board believes the transaction complies with the regulatory requirements outlined in the "Guidelines for the Supervision of Listed Companies No. 9" [1] - The transaction involves a pledge on 16.42% of the target company's shares, which is to be resolved before the transfer [1] Group 2 - The transaction is expected to enhance the company's core business and improve its risk resistance capabilities [2] - It will also strengthen the company's independence and will not lead to significant adverse impacts from competition or unfair related transactions [2]

梦网云科技集团股份有限公司 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报告书（草 案）与预案差异情况对照表 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"）。 现金购买资产并募集配套资金暨关联交易预案》 （以下简称"重组预案" ）及相关公告。 <梦网云科技集团股份有限公司发行股份及支付现金购买资产并募集配套资金暨关联> 交易报告书（草案）>及其摘要的议案》等相关议案，现就《梦网云科技集团股份有限 公司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报告书（草案）》 （以下 简称"重组报告书"）与重组预案内容的主要差异情况说明如下： 序号 重组报告书 重组预案 重组报告书与重组预案差异情况说明 明 中予以披露的相关表述 证券服务机 构声明 上市公司声 删除审计、评估工作尚未完成，完成后将在重组报告书 （1）根据审计、评估结果及交易各方协商的标的资产 定价、签署的交易协议等情况更新本次交易具体方案； 示 （5）根据本次交易方案和交易协议，充分论证本次交 易的性质。 （6）更新了本次重组对上市公司的影响、本次 ...

Core Viewpoint - The independent directors of the company have approved a proposal for the acquisition of 100% of the target assets through a combination of issuing shares and cash payment, which is deemed compliant with relevant laws and beneficial for the company's business structure and profitability [1][3]. Group 1 - The independent directors convened on June 26, 2025, to review and approve the proposal for the acquisition and fundraising plan [1]. - The transaction involves issuing shares to no more than 35 qualified investors to raise supporting funds [1]. - The proposal is considered reasonable and operable, aligning with the company's strategic development plan and not harming the interests of shareholders, especially minority shareholders [1][3]. Group 2 - The transaction constitutes a related party transaction and a major asset restructuring but will not lead to a change in the actual controller of the company [2]. - The evaluation report used for the transaction is deemed fair and does not harm the legal rights of the company and its shareholders [2]. - The legal documents related to the transaction comply with relevant laws and regulations, ensuring the legality and effectiveness of the transaction [2].

Core Viewpoint - DreamNet Cloud Technology Group Co., Ltd. is planning to acquire the entire equity of Hangzhou Bicheng Digital Technology Co., Ltd. through a share purchase, necessitating an asset valuation report to assess the value of the equity involved in the transaction [1][5]. Group 1: Valuation Report Overview - The asset valuation report is prepared according to the basic valuation standards issued by the Ministry of Finance and the professional standards set by the China Asset Appraisal Association [2]. - The valuation aims to provide a reference for internal decision-making regarding the equity acquisition by DreamNet Cloud Technology Group [5][6]. - The valuation methods employed include the asset-based approach and the income approach, with the income approach being selected for the final valuation conclusion [5][6]. Group 2: Valuation Details - The valuation date is set for December 31, 2024, and the assessed value of the entire equity of Hangzhou Bicheng Digital Technology Co., Ltd. will be determined as of this date [6][7]. - The valuation encompasses all assets and liabilities of Hangzhou Bicheng Digital Technology Co., Ltd., including current assets, long-term equity investments, fixed assets, intangible assets, and deferred tax assets and liabilities [5][6]. - The report emphasizes that the valuation conclusion is valid only for the specified date and typically should not exceed one year in applicability [6]. Group 3: Company Profiles - DreamNet Cloud Technology Group Co., Ltd. is based in Anshan, Liaoning Province, with a registered capital of approximately RMB 805.10 million and operates in various telecommunications and technology sectors [7][8]. - Hangzhou Bicheng Digital Technology Co., Ltd. is located in Hangzhou, Zhejiang Province, with a registered capital of RMB 121.20 million, focusing on health food sales, technology services, and various retail activities [9][10].

Audit Opinion - The audit report states that the financial statements of Hangzhou Bicheng Digital Technology Co., Ltd. fairly reflect the company's financial position as of December 31, 2023, and December 31, 2024, in accordance with accounting standards [1][2]. Key Audit Matters - Revenue recognition is identified as a key audit matter due to the inherent risk of management potentially using inappropriate revenue recognition to meet specific targets. The reported revenue for the periods is CNY 1,281,217,347.12 and CNY 1,362,754,567.32 [3][4]. - The company’s inventory net realizable value is also a key audit matter, with inventory balances of CNY 272,350,329.21 and CNY 373,586,813.27 as of the respective dates. The determination of this value involves significant management judgment [5]. Management Responsibilities - The management of the company is responsible for preparing the financial statements in accordance with accounting standards and maintaining necessary internal controls to prevent material misstatements due to fraud or error [6][7]. Financial Reporting Basis - The financial statements are prepared based on the assumption of going concern, indicating that the company does not have significant doubts about its ability to continue operations for the foreseeable future [10][12]. Company Overview - Hangzhou Bicheng Digital Technology Co., Ltd. was established as a limited liability company and transformed into a joint-stock company in 2020. The company primarily provides comprehensive e-commerce operation services for brand owners [9][10]. Consolidation Scope - The financial statements include 35 subsidiaries, reflecting the company's extensive operational structure [11]. Accounting Policies - The company employs various accounting policies and estimates, including those related to revenue recognition, inventory valuation, and financial instruments, ensuring compliance with relevant accounting standards [12][24].