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]

投资者关系活动记录表 证券代码：002123 证券简称：梦网科技 3.希望公司领导能找到新的业绩增长点，不要让广大股东 失望。 | 投资者关系活动类别 ☐ | 特定对象调研 ☐ 分析师会议 | | --- | --- | | ☐ | 媒体采访 ☐ 业绩说明会 | | ☐ | 新闻发布会 路演活动 | | ☐ | 现场参观 | | ☐ | 其他（请文字说明其他活动内容） | | | 线上参加公司关于召开终止发行股份及支付现金购买资产并募集配 | | 参与单位名称及人员姓名 | 套资金暨关联交易事项投资者说明会的全体投资者 | | 时间 | 2025年09月01日 16:00-17:00 | | 地点 | 价值在线（https://www.ir-online.cn/）网络互动 | | | 董事长 余文胜 | | | 副总裁、职工董事、董事会秘书 马立 | | 上市公司接待人员姓名 | 标的公司杭州碧橙数字技术股份有限公司董事长 冯星 | | | 独立财务顾问主办人 杨日盛 | | | 详细问答内容可通过价值在线（www.ir-online.cn）或易 | | | 董app查看。 | | 投资者关系活动主要内容 ...

Core Viewpoint - The announcement by DreamNet Cloud Technology Group Co., Ltd. to terminate the acquisition of Hangzhou Bicheng Digital Technology Co., Ltd. indicates significant challenges in the transaction due to legal disputes affecting the major shareholder's equity, which has implications for the company's future growth and stability [1] Group 1: Company Overview - Bicheng Digital is a leading e-commerce service provider in China, focusing on linking global brands with Chinese consumers through comprehensive e-commerce services [3] - The company reported revenues of 612.07 million yuan, 866.55 million yuan, and 1.20831 billion yuan for the years 2019, 2020, and 2021 respectively, showing a consistent growth trend [3][4] - The net profit attributable to the parent company was 46.05 million yuan, 67.79 million yuan, and 74.61 million yuan for the same years, indicating a gradual increase in profitability [4] Group 2: Legal and Regulatory Issues - The termination of the acquisition was influenced by a court summons received by the major shareholder, which resulted in the freezing of 10.51 million shares, creating a significant obstacle for the transaction [1] - The company faced scrutiny during its IPO application due to the legal issues surrounding one of its major shareholders, Du Peng, who was convicted of operating a gambling establishment [5][8] - The Shenzhen Stock Exchange identified irregularities in the company's control structure during the IPO review process, leading to the withdrawal of its application [10][13]

Core Viewpoint - Mengwang Technology Group Co., Ltd. has decided to terminate the acquisition of assets due to a contractual dispute that led to the freezing of shares held by the transaction counterparty, which does not meet regulatory requirements [1][5][6]. Group 1: Termination of Acquisition - The company announced the termination of the acquisition of 100% equity in Hangzhou Bicheng Digital Technology Co., Ltd. for a transaction price of 1.28 billion yuan and a fundraising amount not exceeding 830 million yuan [5]. - The termination was prompted by a court summons received by Hangzhou Chengxiang, resulting in the freezing of 10.51 million shares of the target company, which significantly impacts the transaction [5][6]. - This situation reflects a broader trend where other companies, such as Guozhong Water, have also had to terminate acquisitions due to similar equity issues [7]. Group 2: Financial Performance - Mengwang Technology has reported continuous losses over the years, with revenues of 3.175 billion yuan, 4.157 billion yuan, 5.234 billion yuan, and 4.404 billion yuan from 2021 to 2024, and net profits of -238 million yuan, -722 million yuan, -1.822 billion yuan, and 42 million yuan during the same period [9]. - In the first half of this year, the company generated revenue of 1.539 billion yuan, a year-on-year decrease of 33.89%, while the net profit attributable to shareholders was 9.2399 million yuan, a slight increase of 0.05% [9]. - Despite expectations of profitability in 2024, the performance in the first half of 2025 is projected to decline again, raising concerns about the company's ability to recover from its financial difficulties [9].

Group 1 - The company held its second special meeting of the independent directors on August 28, 2025, with all three independent directors present, confirming the legality and validity of the meeting [1] - The meeting approved the resolution to terminate the proposed transaction involving the issuance of shares and cash payment to acquire all shares of Hangzhou Bicheng Digital Technology Co., Ltd. [1] - The decision to terminate the transaction was made because it did not meet the regulatory requirements outlined in the "Guidelines for the Supervision of Major Asset Restructuring by Listed Companies" [1]

Group 1 - The company held its fourth meeting of the ninth board of directors on August 28, 2025, with all seven directors participating in the voting, confirming the legality and validity of the meeting [1] - The board unanimously approved the resolution to terminate the issuance of shares and cash payment for asset acquisition and related transactions, with 7 votes in favor and no votes against or abstentions [1] - The decision to terminate the transaction does not require submission to the shareholders' meeting as it was authorized by the second temporary shareholders' meeting of 2025 [2]

Core Viewpoint - The company has decided to terminate the issuance of shares and cash payment for asset acquisition and related fundraising due to significant issues arising from the transaction partner's legal disputes, which have impacted the feasibility of the deal [1][2][4]. Group 1: Transaction Overview - The company intended to issue shares and pay cash to acquire all shares of Hangzhou Bicheng Digital Technology Co., Ltd. and raise supporting funds [1]. - The company had engaged various intermediaries for due diligence, auditing, and legal advice during the transaction process [1][2]. Group 2: Reasons for Termination - The termination was prompted by a legal dispute involving the transaction partner, Hangzhou Chengxiang Enterprise Management Partnership, which resulted in the freezing of 10.51 million shares of the target company [2][4]. - The frozen shares, held by a significant shareholder and performance guarantor, posed a substantial risk to the transaction's compliance with regulatory requirements [2][3]. Group 3: Decision-Making Process - The decision to terminate the transaction was made after thorough discussions and was approved by the company's board of directors and independent directors [3][4]. - The company will not require shareholder approval for the termination as it falls under the authority granted by the previous shareholder meeting [4]. Group 4: Impact of Termination - The termination of the asset restructuring is not expected to adversely affect the company's operational and financial status, and it is believed that the interests of the company and minority shareholders will not be harmed [4][5]. - The company has committed to not planning any major asset restructuring for one month following the announcement of the termination [5]. Group 5: Future Actions - The company will hold an investor briefing on September 1, 2025, to address investor concerns and provide updates on the termination [5].